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Bharat Rasayan - Annual Report PDF

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31st ANNUAL REPORT

2019-2020
RASAYAN LIMITED
31st Annual Report 2019-2020

BOARD OF DIRECTORS
Promoter Directors
Shri Sat Narain Gupta Chairman & Managing Director
Shri Mahabir Prasad Gupta Whole Time Director
Shri Rajender Prasad Gupta Whole Time Director

Other Directors
Shri Ajay Gupta Director (Executive)
Shri Kamleshwar Prasad Uniyal Director (Executive)
Shri Pankaj Gupta Director (Independent & Non-Executive)
Shri Ram Kanwar Director (Independent & Non-Executive)
Smt. Sujata Agarwal Director (Independent & Non-Executive)
Shri Suresh Kumar Garg Director (Independent & Non-Executive)
Shri Rajesh Gupta Director (Independent & Non-Executive)

SENIOR MANAGEMENT
Mr. Rakesh Verma Chief Financial Officer
Ms. Nikita Chadha Company Secretary

STATUTORY AUDITORS M/S. R. D. GARG & CO.


Chartered Accountants
20, Ansari Road, Darya Ganj, New Delhi - 110 002.

COST AUDITORS M/S. M. K. SINGHAL & CO.


Cost Accountants
C-91, Sector-71, Noida-201301 (U.P.)

BANKERS - STATE BANK OF INDIA - YES BANK LIMITED


- HDFC BANK LIMITED - ICICI BANK LIMITED

REGISTERED OFFICE Address : 1501, Vikram Tower, Rajendra Place,


New Delhi - 110 008.
CIN : L24119DL1989PLC036264
Email-Id : investors.brl@bharatgroup.co.in
Website : www.bharatgroup.co.in

FACTORIES Unit-I : 2 KM Stone, Madina-Mokhra Road, Village Mokhra,


Distt. Rohtak - 124 022 (Haryana).
Unit-II : 42/4, Amod Road, GIDC, Industrial Estate, Dahej,
Distt. Bharuch - 392 130 (Gujarat).

REGISTRAR & TRANSFER M/S. LINK INTIME INDIA PVT. LIMITED


AGENT Noble Heights, 1st Floor, Plot NH 2,
C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058.
Tel. Nos. : 91-11-41410592-94, Fax No : 91-11-41410591
E-mail ID : delhi@linkintime.co.in
RASAYAN LIMITED
31st Annual Report 2019-2020

Contents

From the Desk of Chairman 1

Financial Highlights 3

Notice 4

Board's Report 11

Secretarial Audit Report 36

Management Discussion & Analysis Report 41

Corporate Governance Report 46

Business Responsibility Report 65

Standalone Financial Statements

Independent Auditors' Report 75

Balance Sheet 83

Statement of Profit & Loss 85

Cash Flow Statement 87

Notes to the Financial Statements 91

Consolidated Financial Statements

Independent Auditors' Report 130

Balance Sheet 137

Statement of Profit & Loss 139

Cash Flow Statement 141

Notes to the Financial Statements 145


RASAYAN LIMITED
31st Annual Report 2019-2020

FROM THE DESK OF CHAIRMAN

Dear Shareholders,
It gives me pleasure to present to you the Bharat Rasayan Limited Annual Report 2019-20. While this
was a year of extreme economic challenges for the world, a situation aggravated almost beyond
measure by the unprecedented Covid-19 pandemic, your Company continued to play on its strengths
and posted a stable financial performance. It's a pleasure to share with you the highlights of the
progress being made by the Company since we met approximately twelve months back.
Business Performance
I am pleased to share with you an update on your Company's performance for the financial year
2019-20. The year saw a challenging business environment with lower GDP growth and slowdown in
consumption. The novel coronavirus has affected not just human health but severely impacted
businesses and the society at large. The macro-economic factors that caused a slowdown in FY
2019-20 will continue in FY 2020-21, with the first half of Calendar Year (CY) 2020 completely dominated
by the pandemic and the consequent lockdowns. During the last few weeks in March we started to see
the impact of COVID-19. The Covid-19 outbreak from China was declared a pandemic by World Health
Organisation in the last quarter of the financial year, causing a social and economic turbulence.
Amidst a challenging scenario, our strong portfolio, distribution network and brand equity enabled us
to deliver a steady performance. It gives me great pleasure to share with you an update on the overall
performance of your Company which performed well and delivered another year of profit. I am glad to
inform you that your Company continues to perform well on a sustained basis. Your Company
achieved a turnover of ` 1231.87 crores registering an increase of about 23.84% over previous year
turnover of ` 994.69 crores and earned a Profit before Tax (PBT) of ` 205.19 crores and Profit after
Tax (PAT) of ` 157.64 crores.
The Company i.e. Bharat Rasayan Limited (BRL) has executed a Joint Venture ("JV") Agreement on
18.02.2020, with Nissan Chemical Corporation (NCC), a company incorporated in Japan, and with
Nissan Bharat Rasayan Pvt. Limited, a company incorporated in India ("JV" Company). The joint
venture will operate through a company named 'Nissan Bharat Rasayan Private Limited', a company
incorporated in India in which BRL has 30% share and NCC has 70% share. The Joint Venture
Company i.e. Nissan Bharat Rasayan Private Limited has decided to construct new manufacturing
factory in India for various technical products. Nissan Chemical Corporation is a research based
Company and is one of the largest manufacturers of agrochemicals in Japan having global operations.
Nissan Chemical Corporation has developed good relationship of mutual trust with Bharat Rasayan
Limited and thus Nissan Chemical Corporation wants to enter into joint venture with Bharat Rasayan
Limited.
We are making the right investments to scale this business higher. We have already made investments
towards expanding our manufacturing capacities, setting up new capacities for critical inputs as part of
backward integration, acquiring more product registrations and thrust on R&D for developing relevant
products for key markets.
Agro Economy Overview
India has come a long way in achieving self-sufficiency in food and is emerging as an important player
in global trade of agricultural commodities. This is in spite of our relatively low productivity, compared
to the global benchmark. One of the major reasons for this low productivity is the gap in adopting
appropriate agriculture technologies, compared to leading agricultural economies. Seeds and Crop
Protection are important elements driving agricultural productivity.
During the year, delayed and unseasonal rainfall led to a flood-like situation across the country, adversely
impacting the Kharif season but favourably impacting the Rabi season with good groundwater levels.

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RASAYAN LIMITED
31st Annual Report 2019-2020

The latest advance estimates for FY 2019-20 for total foodgrain production in India is estimated at
record 295 million tonnes, higher by 10 million tonnes over the previous year.
Indian agriculture is on a growth path, with an increase in investments and private funding in the past
few years. The sector is expected to grow with better momentum in the next few years, owing to an
increase in investment in agricultural infrastructure such as irrigation facilities, warehousing and cold
storage. Factors such as reduced transaction costs, time, better port gate management and fiscal
incentives will also contribute to this upward trend. Furthermore, the increased use of genetically
modified crops is also expected to better the yield of the Indian farmers.
Dividend
Considering the consistent profits being made by the Company, your Directors have recommended a
dividend of `1.50 (i.e. 15%) per equity share for the financial year 2019-20.
Health, Safety and Environment
Your Company continues to conduct business with a strong commitment for environment preservation,
sustainable development, safe workplaces and enrichment of the quality of life of its stakeholders and
the community at large by maintaining the required ISO standards Certification.
Acknowledgement
The Covid-19 pandemic may have an extended impact, but as I mentioned earlier, this means
opportunities as well as challenges. The Board, through its engagement with the management, will
guide the Company in recalibrating its growth strategy to address these challenges and to make use
of the new opportunities. On behalf of the Board, we seek support from each and every stakeholder to
bring prosperity to one and all.
Before I conclude, I would like to place on record my appreciation to all my colleagues on the Board,
past and present, for their valuable contribution in the growth of the Company. Finally, I would like to
thank you, our valued shareholders, for your unwavering support in our journey to deliver value to all our
stakeholders.
Thank you, ladies and gentlemen.

SAT NARAIN GUPTA


Chairman & Managing Director

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RASAYAN LIMITED
31st Annual Report 2019-2020

FINANCIAL HIGHLIGHTS
(` in Lakhs)
Particulars Financial Year ended
31.03.2016 31.03.2017 31.03.2018 31.03.2019 31.03.2020
Total Income 48,915.98 67,821.44 81,301.62 99,468.72 1,23,187.01
Profit Before Tax 5,155.64 8,392.18 13,517.07 15,513.36 20,519.65
Profit After Tax 3,387.64 5,453.39 9,831.40 11,152.43 15,764.19
EPS (Basic & Diluted) 79.73 128.35 231.41 262.49 371.03
[Face Value `10] (in `)

Total Income Profit Before Tax


` in Lakhs)
(` ` in Lakhs)
(`

1,23,187.01
20,519.65
99468.72
15513.36

81301.62

67821.44 13517.07
48,915.98
8392.18
5155.64

31.03.2016 31.03.2017 31.03.2018 31.03.2019 31.03.2020 31.03.2016 31.03.2017 31.03.2018 31.03.2019 31.03.2020
Financial Year Financial Year

Profit After Tax Earning Per Share


` in Lakhs)
(` (Basic & Diluted)
[ in ` ]

15764.19
11152.43

9831.40

5453.39
3387.64

31.03.2016 31.03.2017 31.03.2018 31.03.2019 31.03.2020 31.03.2016 31.03.2017 31.03.2018 31.03.2019 31.03.2020
Financial Year Financial Year

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RASAYAN LIMITED
31st Annual Report 2019-2020

NOTICE
Notice is hereby given that Thirty-First Annual General Meeting of the Company will be held on
Thursday, the 24th day of September, 2020 at 10:30 A.M. at Hotel Regent Grand, 2/6, East Patel
Nagar, New Delhi-110008, to transact the following business:
ORDINARY BUSINESS
Item No. 1: Adoption of Accounts
To receive, consider and adopt the audited financial statement of the Company for the financial year
ended March 31, 2020, the reports of the Board of Directors and Auditors thereon.
Item No. 2: Declaration of Dividend
To declare a final dividend of `1.50 per equity share for the year ended on 31st March, 2020.
Item No. 3: Rotation of Director
To appoint a Director in place of Shri Rajender Prasad Gupta (DIN:00048888), who retires by rotation
and being eligible, seeks re-appointment.
Item No. 4: Rotation of Director
To appoint a Director in place of Shri Ajay Gupta (DIN:02187741), who retires by rotation and being
eligible, seeks re-appointment.
Item No. 5: Ratification of Appointment of Auditors
To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an
"Ordinary Resolution":
"RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any,
of the Companies Act, 2013, and the Rules framed thereunder, as amended from time to time, the
Company hereby ratifies the appointment of M/s R.D.Garg & Co., Chartered Accountants (Firm
Registration No. 001776N), as Auditors of the Company to hold office from the conclusion of this
Annual General Meeting (AGM) till the conclusion of next AGM of the Company at such remuneration
as may be determined by the Board of Directors of the Company."
SPECIAL BUSINESS
Item No. 6: Revision in the Remuneration of Shri Ajay Gupta (DIN:02187741), Whole Time
Director/ Executive Director of the Company
To consider and if thought fit, to pass, with or without modification(s) the following resolution as a
"Special Resolution":
"RESOLVED THAT pursuant to the provisions of Sections 197, 198, 203 read with Schedule-V and all other
applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force), and upon the recommendation of Nomination and Remuneration Committee, the
approval of the shareholders of the Company be and is hereby accorded to the Board of Directors of the
Company to increase the monthly remuneration of Shri Ajay Gupta (DIN:02187741), Whole Time Director
/ Executive Director designated as "Director (Operations)" and "Key Managerial Personnel" of the Company
for its Unit located at Dahej (Gujarat) w.e.f. 1st January, 2020.
RESOLVED FURTHER THAT Shri Ajay Gupta, Whole Time Director / Executive Director of the Company
shall be eligible to draw remuneration inclusive of Basic Salary, House Rent Allowance, Conveyance
Allowance/Washing Allowance and Special Allowance aggregating to `4,69,061/- per month (Rupees
Four Lakh Sixty Nine Thousand and Sixty One only) w.e.f. 1st January, 2020.
RESOLVED FURTHER THAT in addition to above mentioned remuneration, Shri Ajay Gupta will also
be entitled to various perquisites, allowances and incentives which are within the permissible limits of
the Companies Act, 2013, which are governed by following norms w.e.f. 1st January, 2020:
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RASAYAN LIMITED
31st Annual Report 2019-2020

i) Contribution to Employees Provident Fund (EPF) and Gratuity Fund shall be as per Company's
Rules. The same will not be included in the computation of ceiling on perquisites to the extent
these, either singly or put together, are not taxable under the Income tax Act, 1961. Gratuity
payable shall not exceed half a month salary for each completed year of service.
ii) The aggregate amount of Performance Incentives and/or Variable Incentives, if any, provided by
the Company shall be valued as per Income Tax Act, 1961 and Rules framed thereunder.
iii) Ex-Gratia and/or Bonus and encashment of unavailed leaves as per the rules of the Company.
iv) The Company may provide mobile/telephone at the residence of Shri Ajay Gupta. However, personal
long distance calls, if any, shall be billed by the Company and paid by him.
v) The Premium for a Floater Family Mediclaim Policy and Group Accident Policy shall not to
exceed `10,000/- per annum (Rupees Ten Thousands only).
RESOLVED FURTHER THAT except for the aforesaid revision in salary, all other terms and conditions
of his appointment as a Whole Time Director / Executive Director of the Company, as approved by the
resolution passed at the Annual General Meeting of the Company held on 25.09.2019 shall remain
unchanged.
RESOLVED FURTHER THAT upon recommendation of Nomination and Remuneration Committee,
the approval of the shareholders of the Company be and is hereby accorded to the Board of Directors
of the Company to provide increment as and when required subject to the provisions of the Companies
Act, 2013 and the corresponding rules read with Schedule-V of the Companies Act, 2013.
RESOLVED FURTHER THAT Shri Sat Narain Gupta, Chairman & Managing Director, Shri Mahabir
Prasad Gupta and Shri Rajender Prasad Gupta, Whole Time Directors of the Company be and are
hereby severally authorised to do all such acts, deeds and things which are necessary to give effect to
the above resolution."
Item No. 7: Ratification of remuneration payable to M/s. M.K.Singhal & Co., Cost Accountants,
appointed as Cost Auditors of the Company for financial year 2020-21
To consider and, if thought fit, to pass with or without modification(s) the following resolution as an
"Ordinary Resolution":
"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any,
of the Companies Act, 2013, and the Rules made thereunder, the remuneration payable to M/s.
M.K.Singhal & Co., Cost Accountants (Firm Registration No. 00074), appointed by the Board of Directors
as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending
31st March, 2021, amounting to `1,55,000/- (Rupees One Lakh Fifty Five Thousands only) as also the
payment of tax as applicable and reimbursement of out of pocket expenses incurred in connection
with the aforesaid audit, be and is hereby ratified and confirmed.
RESOLVED FURTHER THAT Shri Sat Narain Gupta, Chairman & Managing Director, Shri Mahabir
Prasad Gupta and Shri Rajender Prasad Gupta, Whole Time Directors of the Company be and are
hereby severally authorized to take all the necessary steps in this regard."

By Order of the Board of Directors


Regd. Office: For BHARAT RASAYAN LIMITED
1501, Vikram Tower,
Rajendra Place, Sd/-
New Delhi - 110008 NIKITA CHADHA
CIN: L24119DL1989PLC036264 Company Secretary
NEW DELHI,
AUGUST 13, 2020

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RASAYAN LIMITED
31st Annual Report 2019-2020

NOTES:
1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of
matters covered pursuant "Special Business" is annexed hereto. The relevant details as required
under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), of the person seeking re-appointment as Director, are also
annexed.
2. A member entitled to attend and vote at the Annual General Meeting ("the Meeting") is
entitled to appoint a proxy to attend the meeting and vote on a poll, if any, instead of
himself/herself and the proxy need not be a member of the Company. Proxy form duly
filled must reach the registered office of the Company not less than forty-eight hours
before the meeting. A blank proxy form is annexed to this notice. A person shall not act as
a Proxy for more than 50 members and holding in the aggregate not more than ten percent of the
total voting share capital of the Company. However, a single person may act as a proxy for a
member holding more than ten percent of the total voting share capital of the Company provided
that such person shall not act as a proxy for any other person.
3. Corporate members intending to send their authorized representatives to attend the Meeting are
requested to send to the Company a certified copy of the Board Resolution authorizing their
representative to attend and vote on their behalf at the Meeting.
4. The Register of Members and Share Transfer Books of the Company shall remain closed on the
Book Closure Dates, i.e., from 18th September, 2020 to 24th September, 2020 (both days inclusive)
in terms of the provisions of the Companies Act, 2013, and the Listing Agreement entered with the
Stock Exchange, where the equity shares of the Company are listed, for the purpose of Annual
General Meeting. The dividend as recommended by the Board of Directors, if approved at the
meeting, will be paid to those members whose names appear in the Register of Members or in the
records of the Depositories i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) as beneficial owners of the shares as at the end of
business hours on 17th September, 2020.
5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under
Section 170 of the Companies Act, 2013, will be available for inspection by the members at the
AGM.
6. While members holding shares in physical form may write to the Company's Registrar and Transfer
Agent i.e. M/s Link Intime India Pvt. Limited, for changes, if any, in their address and bank
mandates, members having shares in electronic form may inform such changes directly to their
depository participant immediately so as to enable the Company to dispatch dividend warrant(s)
at their correct address(es).
7. The soft copy of annual report, notice of annual general meeting, notice of e-voting etc. are being
sent to the members who have registered their email-ids with their depository participant/Company's
Registrar and Transfer Agent (RTA). Members are requested to update their preferred e-mail ids
with the Company / Depository Participants / RTA which will be used for the purpose of sending
the communications in future.
8. For convenience of Members, an attendance slip is annexed to the Proxy Form. Members/Proxies
are requested to affix their signatures at the space provided therein and thereafter handover the
Attendance Slip at the venue of the meeting. The Proxy of a Member should mark on the Attendance
Slip as "Proxy".
9. As per SEBI Circular No. CIR/MRD/DP/10/2013 dated 21st March, 2013, listed companies are
required to use, either directly or through their RTA, any RBI approved electronic mode of payment
like ECS, NECS, NEFT etc. for distribution of dividends or providing other cash benefits to the

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RASAYAN LIMITED
31st Annual Report 2019-2020

investors. Accordingly, the members, holding shares in physical form, are requested to update
their address or provide / update their bank mandate (including details of MICR, IFSC etc.) with
the Company or its Registrar & Transfer Agent (RTA), M/s. Link Intime India Pvt. Limited and
members holding shares in dematerialized form are requested to intimate any change in their
address or to change / update bank mandate with their Depository Participants (DPs) to enable
the Company or RTA for making arrangements for electronic credit of dividend and other cash
benefits to members.
10. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent
Account Number (PAN) and updates of bank account details by every investors holding securities
in physical or electronic mode with the Registrar and Transfer Agent.
11. For the security and safety of the members, no article/baggage including water bottles and tiffin
boxes will be allowed at the venue of the meeting. The shareholders/attendees are requested not
to bring any article/ baggage etc. at the venue of the Annual General Meeting.
12. Only bonafide members of the Company whose names appear on the Register of Members/Proxy
holders as on the record date and in possession of valid attendance slips duly filled and signed
will be permitted to attend the meeting. The Company reserves its right to take all steps as may
be deemed necessary to restrict non-members from attending the meeting.
13. Members/Proxies attending the meeting are requested to bring their copy of the Annual Report for
reference at the Meeting.
14. Members who are holding physical shares in identical order of names in more than one folio are
requested to send to the Company or Company's Registrar & Transfer Agent the details of such
folios together with the share certificates for consolidating their holding in one folio. The share
certificate(s) will be returned to the member(s) after making requisite changes, thereon.
15. The Securities and Exchange Board of India (SEBI) vide Circular Ref No. MRD/DoP/CIR-05/2007
dated April 27, 2007, made Permanent Account Number (PAN) under Income Tax Act as the sole
identification number for all participants transacting in the securities market, irrespective of the
amount of transaction. In continuation of the aforesaid circular, it is hereby clarified that for securities
market transactions and off market/private transactions involving transfer of shares of listed
companies in physical form, it shall be mandatory for the transferee(s) to furnish copy of PAN card
to the Company/Registrar & Transfer Agent for registration of such transfer of shares.
16. The shareholders can opt for only one mode of voting i.e. through e-voting or through physical
polling at the meeting. In case of voting by both the modes, vote casted through e-voting will be
considered final and voting through physical ballot will be considered invalid.
17. The shareholders are requested to communicate all their correspondence to:
The Compliance Officer,
Bharat Rasayan Limited,
1501, Vikram Tower, Rajendra Place, New Delhi-110008
Ph. No.: +91-11- 43661111, Fax No.: +91-11- 43661100
18. Details under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock Exchange in respect of the Directors seeking appointment/ re-appointment at
the Annual General Meeting, is annexed to this notice

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RASAYAN LIMITED
31st Annual Report 2019-2020

EXPLANATORY STATEMENT
(In Compliance of Section 102 of the Companies Act, 2013)
Item No. 6: Revision in the Remuneration of Shri Ajay Gupta (DIN:02187741), Whole Time
Director/ Executive Director of the Company
In the 30th Annual General Meeting of the Company held on September 25, 2019, Shri Ajay Gupta
(DIN:02187741) was appointed as an Executive Director/ Whole Time Director designated as "Director
(Operations)" and "Key Managerial Personnel" of the Company for its Unit located at Dahej (Gujarat)
for a period of two years w.e.f. 1st April, 2019.
The Board, in view of his contributions to the Company's business and experience he holds and on
recommendation of Nomination and Remuneration Committee, recommends the increase in monthly
remuneration of Shri Ajay Gupta, Whole Time Director/ Executive Director and he shall be eligible to
draw remuneration inclusive of Basic Salary, House Rent Allowance, Conveyance Allowance/Washing
Allowance and Special Allowance aggregating to `4,69,061/- per month (Rupees Four Lakh Sixty Nine
Thousand and Sixty One only) w.e.f. 1st January, 2020.
The remuneration payable to him commensurate with responsibilities conferred to him. The remuneration
has been approved by Nomination & Remuneration Committee as per Schedule-V of the Companies
Act, 2013.
The Board of Directors recommends the resolution for shareholders' approval at Item No. 6.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned
or interested, financially or otherwise except Shri Ajay Gupta, in the resolution set out at Item No. 6.
Item No. 7: Ratification of remuneration payable to M/s. M.K.Singhal & Co., Cost Accountants,
appointed as Cost Auditors of the Company for financial year 2020-21
The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the
appointment and remuneration of M/s. M.K.Singhal & Co., Cost Accountants (Firm Registration No.
00074), to conduct the audit of the cost records of the Company for the financial year ending on 31st
March, 2021. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with Rule
14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost
Auditor is required to be ratified by the Members of the Company. Accordingly, the consent of the
Members is sought to ratify the remuneration being payable to the Cost Auditors.
The Board of Directors recommends the resolution for shareholders' approval at Item No. 7.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned
or interested, financially or otherwise, in the resolution set out at Item No. 7.

By Order of the Board of Directors


Regd. Office: For BHARAT RASAYAN LIMITED
1501, Vikram Tower,
Rajendra Place, Sd/-
New Delhi - 110008 NIKITA CHADHA
CIN: L24119DL1989PLC036264 Company Secretary
NEW DELHI,
AUGUST 13, 2020

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RASAYAN LIMITED
31st Annual Report 2019-2020

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS


1. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20
of Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Company is pleased to offer
remote e-voting facility as an alternative mode of voting which will enable the Members to cast
their votes through electronic means on all the resolutions set out in the Notice of Annual General
Meeting. Necessary arrangements have been made by the Company with Link Intime India Pvt.
Limited (LIIPL) to facilitate e-voting.
E-Voting is optional and members shall have the option to vote either through e-Voting
or in person at the General Meeting.
The voting period begins on 21st September, 2020 from 9:30 A.M. and ends on 23rd September,
2020 at 5:00 P.M. During this period shareholders of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date i.e. 17th September, 2020, may
cast their vote electronically. The e-voting module shall be disabled by LIIPL for voting thereafter.
2. The process and instructions for Remote e-Voting are as under:
(I) Open the internet browser and launch the URL: https://instavote.linkintime.co.in.
(II) Those who are first time users of LIIPL e-voting platform or holding shares in physical
mode have to mandatorily generate their own Password, as under:
a. Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details:
(i) User ID: Enter your User ID
• Members holding shares in CDSL demat account shall provide 16 Digit
Beneficiary ID
• Members holding shares in NSDL demat account shall provide 8 Character DP
ID followed by 8 Digit Client ID
• Members holding shares in physical form shall provide Event No + Folio Number
registered with the Company
(ii) PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not
updated their PAN with the Depository Participant (DP)/ Company shall use the sequence
number provided to you, if applicable.
(iii) DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with
your DP / Company - in DD/MM/YYYY format).
(iv) Bank Account Number: Enter your Bank Account Number (last four digits), as recorded
with your DP/Company.
• Members holding shares in CDSL demat account shall provide either '(iii)' or
'(iv)', above.
• Members holding shares in NSDL demat account shall provide '(iv)', above.
• Members holding shares in physical form but have not recorded '(iii)' and '(iv)', shall
provide their Folio Number in '(iv)' above.
b. Set the password of your choice (The password should contain minimum 8 characters, at
least one special Character (@!#$&*), at least one numeral, at least one alphabet and at
least one capital letter).
c. Click "confirm" (Your password is now generated).

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RASAYAN LIMITED
31st Annual Report 2019-2020

(III) Click on 'Login' under 'SHARE HOLDER' tab.


(IV) Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.
(V) After successful login, you will be able to see the notification for e-voting. Select 'View' icon for
'Bharat Rasayan Limited / Event number (200189)'.
(VI) E-voting page will appear.
(VII) Refer the Resolution description and cast your vote by selecting your desired option 'Favour /
Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file
link).
(VIII) After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will
be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on
'No' and accordingly modify your vote.
(IX) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required
to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves
as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned
certified true copy of the board resolution /authority letter/power of attorney etc. together with
attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian
/ Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.
If you have forgotten the password:
(i) Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
(ii) Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on 'Submit'.
• In case member is having valid email address, Password will be sent to his / her registered
e-mail address.
• Member can set the password of his/her choice by providing the information about the
particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number
(last four digits) etc. as mentioned above.
• The password should contain minimum 8 characters, at least one special character (@!#$&*),
at least one numeral, at least one alphabet and at least one capital letter.

By Order of the Board of Directors


For BHARAT RASAYAN LIMITED
Regd. Office:
1501, Vikram Tower,
Rajendra Place, Sd/-
New Delhi – 110008 NIKITA CHADHA
CIN: L24119DL1989PLC036264 Company Secretary
NEW DELHI
AUGUST 13, 2020

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31st Annual Report 2019-2020

BOARD'S REPORT

Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the 31st Annual Report together with
the Audited Statement of Accounts of Bharat Rasayan Limited ("the Company") for the year ended
March 31, 2020.
Financial Performance
The summarized standalone results of your Company and are given in the table below.
(` in Lakhs)
Particulars Standalone Consolidated
As at As at As at As at
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total Income 1,23,187 99,469 1,23,187 99,469
Total Expenses (excluding Interest 98,911 80,684 98,911 80,684
and Depriciation
Profit before Interest, Depreciation
& Tax (EBITDA) 24,276 18,785 24,276 18,785
Provision for Income Tax
(including for earlier years) 4,755 4,361 4,755 4,361
Profit after Tax 15,764 11,152 15,764 11,152
Other Comprehensive Income (67) (19) (67) (19)
Total Comprehensive Income
for the year 15,697 11,133 15,697 11,133
Earnings Per Share (EPS) [in `] 371.03 262.49 371.03 262.49
Summary of Operations
During the year, your Company's profit after tax stood at `15,764 Lacs vis-à-vis `11,152 Lacs in the
previous year, registering a growth of approx. 41.36%.
Outlook
2019-20 has been a challenging year with weakening consumer sentiment given the macro-economic
conditions and finally, the COVID-19 outbreak and its terrible impact on lives and livelihoods. The
human impact of the virus and the containment efforts have resulted in supply and demand disruptions,
resulting in a sharper growth deceleration. The situation remains volatile with the trajectory of the virus
undetermined, evolving hot spot geographies, the success of containment measures uncertain, the
severity and duration of resulting economic crisis and the extent of structural damage unknown. There
are many unknowns today and hence, the near-term outlook is extremely uncertain. We stand united
with the nation in the fight against COVID-19 as we navigate our way through these dynamic uncertain
times together. Our focus remains on safety of our people, protecting supply lines, serving demand,
contributing to the society and optimising cost and cash.
Despite the near-term ambiguity, we remain confident of the medium to long-term growth prospects of
the Agro chemical sector. Our Sector is working closely with Governments to ensure that we overcome
this global health crisis together. Although the current situation is much more uncertain than normal,
we are confident about our ability to manage the immediate crisis and come out of it in a strengthened
competitive position. We remain focused on delivering consistent, competitive, profitable and responsible
growth through our fundamentals of growth and sustainable business model.
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31st Annual Report 2019-2020

Reserves
During the year, the Company has not transferred any amount to General Reserves of the Company.
Dividend
Your Directors have recommended a dividend of `1.50 per equity share of `10/- each for financial year
2019-20. The final dividend subject to the approval of the members at the Annual General Meeting will
be paid to those members whose names appear in the Register of Members or in the records of the
Depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) as beneficial owners of the shares as at the end of business hours on the record
date.
Details of Board Meetings
During the year, Five (5) number of Board meetings were held, details of which are given below:
Date of the meeting No. of Directors attended the meeting
30.05.2019 8
14.08.2019 7
30.09.2019 8
14.11.2019 8
14.02.2020 7
Capital/ Finance
As on 31st March, 2020, the issued, subscribed and paid up share capital of your Company stood at
`4,24,87,400/-, comprising 42,48,740 equity shares of `10/- each.
Corporate Governance
Maintaining high standards of Corporate Governance has been fundamental to the business of your
Company since its inception. A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company
in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and
cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit
Committee, is also annexed.
The extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure
to this Report and also available on the Company's website at www.bharatgroup.co.in.
Committees of Board
The details of composition of the Committees formulated by the Board of Directors are as under:
a. Audit Committee
Sr. No. Name Chairperson / Member
1. Shri Rajesh Gupta Chairperson
2. Shri Pankaj Gupta Member
3. Shri Rajender Prasad Gupta Member
During the year, the Committee had met on 30.05.2019, 14.08.2019, 14.11.2019 and 14.02.2020.

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31st Annual Report 2019-2020

b. Nomination & Remuneration Committee


Sr. No. Name Chairperson / Member
1. Shri Rajesh Gupta Chairperson
2. Shri Pankaj Gupta Member
3. Shri Suresh Kumar Garg Member
During the year, the Committee had met on 30.05.2019, 14.08.2019 and 14.02.2020.
c. Corporate Social Responsibility Committee
Sr. No. Name Chairperson / Member
1. Shri Mahabir Prasad Gupta Chairperson
2. Shri Rajender Prasad Gupta Member
3. Smt. Sujata Agarwal Member
During the year, the Committee had met on 30.08.2019, 14.10.2019, 11.11.2019 and 17.01.2020.
The Committee had approved the CSR Policy and the Budget. The CSR Policy is uploaded on
Company's website. Further, the Report on CSR Activities / Initiatives is enclosed as annexure.
d. Stakeholders Relationship / Shareholder Grievance Committee
Sr. No. Name Chairperson / Member
1. Shri Pankaj Gupta Chairperson
2. Smt. Sujata Agarwal Member
3. Shri Mahabir Prasad Gupta Member
During the year, the Committee had met on 08.04.2019, 04.07.2019, 04.10.2019 and 08.01.2020.
e. Share Transfer Committee
Sr. No. Name Chairperson / Member
1. Shri Mahabir Prasad Gupta Chairperson
2. Shri Rajender Prasad Gupta Member
3. Smt. Sujata Agarwal Member
During the year, the Committee had met on 07.05.2019, 21.05.2019, 10.07.2019, 20.07.2019,
10.08.2019, 20.08.2019, 10.09.2019, 20.09.2019, 14.11.2019, 14.02.2020, and 20.03.2020.
f. Committee of Directors
Sr. No. Name Chairperson / Member
1. Shri Sat Narain Gupta Chairperson
2. Shri Mahabir Prasad Gupta Member
3. Shri Rajender Prasad Gupta Member
During the year, the Committee had met on 04.04.2019, 03.06.2019, 23.07.2019, 20.09.2019,
12.12.2019, 06.02.2020, 18.02.2020, 24.02.2020 and 09.03.2020.
g. Directors' Responsibility Statement
Pursuant to the requirement Clause (c) of Sub-Section (3) of Section 134 of the Companies Act,
2013, your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

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31st Annual Report 2019-2020

(b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, in the case of a listed company, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Statutory Auditors Report and Notes to Financial Statements
The Independent Auditor's Report of M/s. R.D Garg & Co., Chartered Accountants, the Statutory
Auditors of the Company, on the financial statements of the Company for the financial year ended 31st
March, 2020, read with relevant Notes to Financial Statements are self-explanatory and do not call for
any further explanation.
Cost Audit
In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.K.Singhal & Co., Cost
Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your
Company for the financial year 2019-20. The remuneration proposed to be paid to them requires
ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration
to Cost Auditors is being sought at the ensuing AGM.
Your Company has filed the Cost Audit Report with the Ministry of Corporate Affairs for the relevant
financial year.
Secretarial Audit
In terms of Section 204 of the Act and Rules made thereunder, M/s. Mamta Jain & Associates,
Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report
of the Secretarial Auditors is enclosed as annexure to this report. The report is self-explanatory and do
not call for any further comments.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the
Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this
Report.
Credit Ratings
There were no changes in the credit ratings of the Company. As on March 31, 2020, the Company had
credit rating of AA- for long term and A1+ for short term.
Fixed Deposits
The Company has not accepted any deposits from the public during the year under review. No amount
on account of principal or interest on deposits from the public was outstanding as on March 31, 2020.

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31st Annual Report 2019-2020

Particulars of Loans, Guarantees or investments


(i) Amount outstanding as at 31st March, 2020
Particulars ` in Lakhs)
Amount (`
Loans Given Nil
Guarantees Given 203.55
Surety given to Custom & Excise Commissioner 1608.16
Investments Made in Mutual Funds Nil
(ii) Loans, Guarantees and Investments made during the Financial Year 2019-20
Name of Entity Relation Amount Particulars of Purpose for which the
loans, guarantees and
` in lakhs) loans, guarantees
(` investments are
and investments proposed to be utilized
Dakshin Gujarat Vij - 43.31 Guarantee Given As security to
Company Limited, Electricity
Dahej, Gujarat Department
Commissioner of - 10.00 Guarantee Given As security to
Customs Custom Department
SBI Mutual Funds - 16000.00 Short Term Cash
(Short Term) Investments Management
Disclosure
The details in relation to the composition of Audit Committee, establishment of Vigil Mechanism for
directors and employees, Internal Financial Controls and Director's Remuneration Policy of the Company
have been given in the Corporate Governance Report forming part of this Annual Report.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts
the going concern status and Company's operations in future.
Compliance with Secretarial Standards
The Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial
Standard-2 relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued
by Institute of Company Secretaries of India.
Related Party Transactions
In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your
Company has formulated a revised Policy on Related Party Transactions which is also available on the
Company's website at www.bharatgroup.co.in. The Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. All
Related Party Transactions are subjected to review with the requirements of Related Party Transactions
under the Companies Act, 2013, and Listing Regulations. All Related Party Transactions entered
during the year were in Ordinary Course of the Business and at Arm's Length basis. The disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is attached as Annexure.
Joint Venture
The Company i.e. Bharat Rasayan Limited (BRL) has executed a Joint Venture ("JV") Agreement on
18.02.2020, with Nissan Chemical Corporation (NCC), a company incorporated in Japan, and with
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31st Annual Report 2019-2020

Nissan Bharat Rasayan Private Limited, a company incorporated in India ("JV" Company). The joint
venture will operate through a company named 'Nissan Bharat Rasayan Private Limited', a company
incorporated in India in which BRL has 30% share and NCC has 70% share. The Joint Venture Company
i.e. Nissan Bharat Rasayan Private Limited has decided to construct new manufacturing factory in
India for various technical products. Nissan Chemical Corporation is a research based Company and
is one of the largest manufacturers of agrochemicals in Japan having global operations. Nissan Chemical
Corporation has developed good relationship of mutual trust with Bharat Rasayan Limited and thus
Nissan Chemical Corporation wants to enter into joint venture with Bharat Rasayan Limited. The
detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with the relevant circulars, is given below.
1. Name(s) of parties with whom the agreement is entered
(a) Joint Venture Partner - Nissan Chemical Corporation ("NCC"), a company incorporated in
Japan.
(b) Joint venture Company, 'Nissan Bharat Rasayan Private Limited', a company incorporated in
India ("JV Company").
2. Purpose of entering into the agreement
(a) Nissan Chemical Corporation is a research based Company and is one of the largest
manufacturers of agrochemicals in Japan having global operations. NCC is desirous of
expanding its manufacturing base in India by entering into a joint venture with BRL.
(b) Bharat Rasayan Limited is a leading manufacturer of technical grade pesticides, intermediates
and bulk formulations in India and is desirous of forming a joint venture with NCC.
(c) Nissan Chemical Corporation has developed good relationship of mutual trust with Bharat
Rasayan Limited and thus Nissan Chemical Corporation wants to enter into joint venture
with Bharat Rasayan Limited.
(d) NCC and BRL have decided to establish a joint venture and jointly undertake the business
through the JV Company.
3. Shareholding, if any, in the entity with whom the agreement is executed
(a) BRL does not hold any shares of NCC.
(b) As per the terms of the joint venture agreement ("JV Agreement"), upon subscription /
acquisition of shares of the JV Company, NCC will hold 70% and BRL will hold 30% of the
total share capital of the JV Company.
4. Significant terms of the agreement (in brief) special rights like right to appoint directors,
first right to share subscription in case of issuance of shares, right to restrict any change
in capital structure etc.
Significant terms of the JV Agreement (in brief) are set out hereunder:
(a) The Board of Directors of the JV Company shall initially comprise of not more than eight (8)
Directors. NCC shall have the right to nominate five (5) Directors, BRL shall have the right to
nominate two (2) Directors and one (1) Director shall be an independent professional.
(b) NCC and BRL have rights of pre-emption in case of fresh issuance of shares of the JV
Company.
(c) BRL and NCC have affirmative vote rights in respect of certain matters concerning the JV
Company.
(d) There is a restriction on transfer of shares of the JV Company by BRL and NCC for a period
of 10 years, subject to certain exceptions.

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31st Annual Report 2019-2020

(e) In case BRL and NCC propose to transfer their shares in the JV Company to a third party,
then the other party has a right of first refusal.
(f) If NCC is transferring its shares in the JV Company to a third party, then BRL has a tag along
right.
(g) Under the terms of the JV Agreement, a non-compete restriction has been imposed on BRL
with respect to the business of the JV Company, with certain exceptions.
5. Whether, the said parties are related to promoter/ promoter group/ group companies in
any manner. If yes, nature of relationship
(a) The JV Company had been incorporated by Mr. Sat Narain Gupta and Mr. Rajender Prasad
Gupta on 12/12/2019.
(b) Mr. Sat Narain Gupta and Mr. Rajender Prasad Gupta are part of the Promoter Group of
BRL.
(c) Currently, Mr. Sat Narain Gupta and Mr. Rajender Prasad Gupta hold 100% of the paid up
equity share capital of the JV Company.
(d) Mr. Sat Narain Gupta and Mr. Rajender Prasad Gupta intend to transfer 100% of their
shareholding in the JV Company to BRL for a total purchase consideration of `1,00,000/-
which is the face value of the shares.
6. Whether the transaction would fall within related party transactions? If yes, whether the
same is done at "Arm's length"
BRL and NCC are not related parties, as defined under the Companies Act, 2013. Therefore, the
formation of a joint venture between BRL and NCC pursuant to the JV Agreement is not a related
party transaction for BRL.
7. In case of issuance of shares to the parties, details of issue price, class of shares issued
The JV Company will initially issue equity shares to both NCC and BRL at face value i.e. `10/- per
equity share. All equity shares of the JV Company, proposed to be issued to BRL and NCC by the
JV Company, shall be pari passu with each other. There are no classes of shares presently
contemplated in the JV Company.
8. Any other disclosures related to such agreements, viz., details of nominee on the board of
directors of the listed entity, potential conflict of interest arising out of such agreements, etc.
(a) NCC and BRL, as shareholders of the JV Company shall have the right to nominate certain
Directors on the Board of the JV Company. NCC shall have the right to nominate five (5)
Directors and BRL shall have the right to nominate two (2) Directors.
(b) The Managing Director of the JV Company shall be appointed from amongst the Directors
nominated by NCC.
Business Responsibility Report
The Securities Exchange Board of India (SEBI) on November, 2019 as per the requirement of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and for
better compliance with corporate governance norms decided to make it mandatory for top 1,000 listed
companies to prepare annual business responsibility report, covering their activities related to environment
and stakeholder relationships as a part of its Annual Report. Bharat Rasayan Limited (the "Company")
being one of the top thousand listed company has to approve and adopt the Business Responsibility
Policy (the "Policy") which is based on principles laid down in the National Voluntary Guidelines on
Social, Environmental and Economic responsibilities of a Business published by the Ministry of Corporate
Affairs, towards conducting business by a company. The Business Responsibility Report forms a part
of this Annual Report.
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31st Annual Report 2019-2020

Human Resources
Your Company treats its "Human Resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation and job enlargement.
Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has already adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, and the Rules framed thereunder.
During the financial year 2019-20, the Company has not received any complaint on sexual harassment.
Vigil Mechanism
Pursuant to the requirement of the Act, the Company has established vigil mechanism, a channel
through which the Directors and Employees of the Company have a secure mechanism to report
genuine concerns including any unethical behavior, actual or suspected frauds taking place in M/s
Bharat Rasayan Limited for appropriate action or reporting.
Board Evaluation
The 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 the corporate governance requirements
as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 ("SEBI Listing Regulations").
Directors, who were designated, held separate discussions with each of the Directors of the Company
and obtained their feedback on overall Board effectiveness as well as each of the other Directors.
A separate meeting of the Independent Directors ("Annual ID Meeting") was convened, which reviewed
the performance of the Board (as a whole), the Non-Independent Directors and the Chairman.
Some of the key criteria which were being considered for performance evaluation were as follows:
• Attendance at Board or Committee Meetings;
• Contribution at Board or Committee Meetings;
• Guidance/support to Management outside Board/Committee Meetings;
• Degree of fulfilment of key responsibilities;
• Board structure and composition; and
• Effectiveness of Board process

Risk Management Policy


In terms of the requirement of the Act, the Company has developed and implemented the Risk
Management Policy and the Audit Committee of the Board reviews the same periodically.
The main objective of this policy is to ensure sustainable business growth with stability and to promote
a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order
to achieve the key objective, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.

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31st Annual Report 2019-2020

Declaration by Independent Directors


Shri Pankaj Gupta, Shri Ram Kanwar, Smt. Sujata Agarwal, Shri Suresh Kumar Garg and Shri Rajesh
Gupta are independent Directors on the Board of your Company. In the opinion of the Board and as
confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Act and the
Rules made thereunder about their status as Independent Directors of the Company.
Company's Policy on Appointment and Remuneration
During the year under review the Company is duly following the Nomination and Remuneration Policy.
This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies
Act, 2013 ("Act") and the relevant Listing Regulations.
Ratio of Remuneration of Director
The information required under Section 197 of the Act and the Rules made thereunder, in respect of
employees of the Company is enclosed as Annexure to the Board's Report.
Internal Financial Control
The internal financial controls with reference to the Financial Statements are commensurate with the
size and nature of business of the Company.
Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and
external consultants and the reviews being made by management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during the financial year 2019-20.
Secretarial Auditors' Report/ Secretarial Compliance Report
The Secretarial Auditors' Report do not contain any qualifications, reservations or adverse remarks.
Report of the Secretarial Auditor is given as an annexure which forms part of this report.
In accordance with the SEBI Circular dated February 8, 2019, the Company has obtained an Annual
Secretarial Compliance Report from M/s. Mamta Jain & Associates, Practicing Company Secretary
confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year
ended 31st March, 2020.
Directors and Key Managerial Personnel
Shri Rajender Prasad Gupta and Shri Ajay Gupta, Directors of the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than the sitting fees, commission and reimbursement of expenses,
if any, incurred by them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company
are Mr. Rakesh Verma, Chief Financial Officer and Ms. Nikita Chadha, Company Secretary of the
Company.
Annual Evaluation of Board Performance and Performance of its Committees and of Directors
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out
an annual evaluation of its own performance, performance of the Directors as well as the evaluation of
the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs
from all the Directors. The performance of the Committees was evaluated by the Board after seeking
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RASAYAN LIMITED
31st Annual Report 2019-2020

inputs from the Committee Members. The criteria for performance evaluation of the Board included
aspects such as Board composition and structure, effectiveness of Board processes, contribution in
the long term strategic planning, etc. The criteria for performance evaluation of the Committees included
aspects such as structure and composition of Committees, effectiveness of Committee meetings etc.
The above criteria for evaluation was based on the Guidance Note issued by SEBI.
In a separate meeting, the lndependent Directors evaluated the performance of Non-Independent Directors
and performance of the Board as a whole. They also evaluated the performance of the Chairman taking
into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the
performance of the Board, its Committees and of the Directors. The same was discussed in the Board
Meeting that followed the meeting of the lndependent Directors and NRC, at which the feedback
received from the Directors on the performance of the Board and its Committees was also discussed.
Significant highlights, learning and action points with respect to the evaluation were discussed by the
Board.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of the Investor Education Protection Fund (Uploading of Information regarding
Unpaid and Unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed
the necessary form and uploaded the details of unpaid and unclaimed amount lying with the Company,
as on the date of last AGM (i.e. 25th September, 2019), with the Ministry of Corporate Affairs.
Disclosure requirements
As per SEBI Listing Regulations, Corporate Governance Report with Auditor's Certificate thereon and
Management Discussion and Analysis Report are attached, which form part of this report.
Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
none of the employees was in receipt of remuneration exceeding the limit specifies in the Act and the
corresponding rules.

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RASAYAN LIMITED
31st Annual Report 2019-2020

Top Ten Employees in Terms of Remuneration drawn during the year


Sr. Employee Desig- Educational Experience Remuneration Previous Employment
No. Name nation Qualification (in years) in Fiscal and Designation
2020*
` in Lakhs
(` Lakhs)

1. Rajender Whole Time Graduate 32 1,063.89 ---


Prasad Gupta Director
2. Sat Narain Chairman & M.A. 44 558.84 ---
Gupta Managing
Director
3. Mahabir Whole Time Graduate 540.84 ---
43
Prasad Gupta Director

4. Abhishek President- B.Sc. (IT), 16 93.20 Crystal Crop Protection


Aggarwal Institutional PGD in Pvt. Limited, Delhi
Business Management, Vice President-Exports
PGD in Plant
Protection
5. Ajay Kumar Director B.E. 36 66.10 Coromandel International
Gupta (Operations) Chemical Ltd - Associate Vice
President
Kamleshwar Director Post 40 42.82 Ranbaxy Limited, (SAS
6.
Prasad (Operations) Graduate Nagar Mohali) -
Uniyal Production Chemist
Montari Industry
Limited (Ropar) -
Production supervisor
Rallis India Limited
(Derabassi Punjab)-
Production
Superintendent
7. Mahendra Vice M.Sc. 30 37.79 Sudarshan Chemicals
Pratap President- Ltd, Manager - R&D
Singh R&D

8 Sanjay Gupta Associate B.E. & 35 30.78 Spark Engg. Pvt.


Vice Limited, Sahibabad
MBA
President - (Uttar Pradesh)
(International
International General Manager-
Business)
Business Exports
9 Manishi Associate Ph.D (Analy- 30 28.85 Jai Research
Agarwal Vice tical Foundation - (Assistant
President - Chemistry) Director)
Regulatory
Affairs
10 Narasimha GM - B.E 28 27.86 Rallis India Limited -
D. Prabhu Production (Chemical) DGM

21
RASAYAN LIMITED
31st Annual Report 2019-2020

*The Remuneration includes only Gross Salary earned including leave encashment, variable incentive,
fixed incentive, perquisites and profit based commission, if any, and without any statutory deductions
(like, EPF, I.Tax etc.). Other reimbursement (if any like medical, petrol, driver etc.) are not included.
Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo
(a) Conservation of Energy
Energy conservation has been an important thrust area of the management and is being continuously
monitored and efforts to conserve and optimize the use of energy through improved operational
methods and other means are being continued on an ongoing basis. We have persistent in our
efforts to ensure reuse, recycling to the extent possible.
Wherever possible, energy conservation measures have already been implemented by your
Company.
With growing concerns, there has been an exhaustive search made for means of alternative
energy which may be considered for implementation in future and your Company would continue
to explore alternative sources of energy in future. Sustainability is deeply rooted in all the operations
of your Company.
The energy consumption and the cost of production are being kept under control.
(b) Technology Absorption and Research and Development (R&D)
Technology Absorption, Adaptation & Innovation
1. The Company has no technical collaboration and the processes are carried out on the
standard known technology and efforts are made to improve upon the same on an ongoing
basis.
2. The Company has been in a position to cater to the requirements of customers, both Indian
and foreign.
3. The Company has not imported any technology so far.
Research & Development (R&D)
1. Company's In-house R&D facilities are recognized by the Ministry of Science and Technology,
New Delhi.
2. R&D efforts of the Company are directed towards quality assurance and improvement of
existing products quality.
3. Development of new processes for products is carried out on an ongoing basis. Several new
products were developed during the year under review with special impetus on following
aspects:
• Develop new products for contribution in growth of the Company.
• Competitive in terms of technical & commercial point of view.
• Enhanced effectiveness of products towards end use.
• More environment friendly process.
• More safe to manufacture.

22
RASAYAN LIMITED
31st Annual Report 2019-2020

4. Expenditure on R&D by Company's In-house R&D Unit: Amount (` in Lakhs)


Sr.No. Nature Unit-1 Unit-2 Total
(Bahadurgarh, Haryana) (Dahej, Gujarat)
1 CAPITAL 28.38 Nil 28.38
2 RECURRING 137.23 87.37 224.60
TOTAL 165.61 87.37 252.98
Total R&D expenditure (as % of total expenditure) : 0.25%
(c) Foreign exchange earnings and Outgo
During the year, the total foreign exchange used was `50025.39 Lakhs and the total foreign
exchange earned was `58615.14 Lakhs.
Acknowledgement
Your Directors place on record their appreciation for employees at all levels, who have contributed to
the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for
their continued support.
Your Directors also thank the Central and State Governments, and other statutory authorities for their
continued support.

For and on behalf of the Board


M/s Bharat Rasayan Limited

Sd/-
(SAT NARAIN GUPTA)
NEW DELHI, Chairman & Managing Director
AUGUST 13, 2020 DIN: 00024660

23
RASAYAN LIMITED
31st Annual Report 2019-2020

ANNEXURE TO THE BOARD'S REPORT


FORM MGT-9
Extract of Annual Return as on the financial year ended on 31st March, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013, and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
i) CIN L24119DL1989PLC036264
ii) Registration Date May 15, 1989
iii) Name of the Company BHARAT RASAYAN LIMITED
iv) Category/Sub-Category of the Company Public Company/Limited by shares,
Company having share capital
v) Address of the Registered Office 1501, Vikram Tower, Rajendra Place,
and contact details New Delhi-110008
Ph. No.: +91-11-43661111
Fax No.: +91-11-43661100
vi) Whether Listed Company (Yes/No) Yes
vii) Name, Address and Contact details of M/s Link Intime India Pvt. Limited
Registrar and Transfer Agent, if any Noble Heights, First Floor,
Plot NH-2, C-1, Block LSC,
Near Savitri Market, Janakpuri,
New Delhi-110058
Tel. Nos.: 91-11-41410592-94
Fax No: 91-11-41410591

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the Company shall
be stated:
Sr. Name and description of NIC Code of the % to total turnover
No. main products / services product/service of the Company
1 Lambda Cyhalothrin Technical 20219 27.18
2 Metaphenoxy Benzaldehyde 20219 11.18
3 Metribuzine Technical 20219 10.74

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and address CIN/GLN Holding/ % of shares Applicable


No. of the company Subsidiary/ held section
Associate
—— NOT APPLICABLE ——

24
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)
i. Category-wise shareholding
Sl. Category of Shareholders No. of shares held at the No. of shares held at the % Change
No. beginning of the year (01/04/2019) end of the year (31/03/2020) during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Shareholding of Promoters
and Promoters' Group
1) Indian
a) Individual/HUF 28,06,983 - 28,06,983 66.0663 27,76,083 - 27,76,083 65.3390 (0.7273)
b) Central Govt. / State Govt. - - - - - - - - -
c) Financial Institutions / Banks - - - - - - - - -
d) Any Other
- Bodies Corporate 3,72,221 - 3,72,221 8.7607 4,03,121 - 4,03,121 9.4880 0.7273
Sub-total (A) (1) 31,79,204 - 31,79,204 74.8270 31,79,204 - 31,79,204 74.8270 -
2) Foreign
a) Individuals (NRI / Foreign

25
Individuals) - - - - - - - - -
b) Govt. - - - - - - - - -
c) Institutions - - - - - - - - -
d) Foreign Portfolio Investor - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A) (2) - - - - - - - - -
Total Shareholding of
Promoters and Promoters'
Group [(A) = (A)(1)+(A)(2)] 31,79,204 - 31,79,204 74.8270 31,79,204 - 31,79,204 74.8270 -
B. Public shareholding
1) Institutions
a)Mutual Funds - - - - 19361 - 19361 0.4558 0.4558
b)Venture Capital Funds - -- - - - - - - -
c)Alternate Investment Funds - - - - 498 - 498 0.0117 0.0117
d)Foreign Venture Capital Investors - - - - - - - - -
e)Foreign Portfolio Investor 8378 - 8378 0.1972 11724 - 11724 0.2759 0.0787
31st Annual Report 2019-2020
RASAYAN LIMITED
Sl. Category of Shareholders No. of shares held at the No. of shares held at the % Change
No. beginning of the year (01/04/2019) end of the year (31/03/2020) during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
f) Financial Institution / Banks 2,423 - 2,423 0.0570 2,160 - 2,160 0.0508 (0.0062)
g) Insurance Companies - - - - - - - - -
h) Provident Funds / Pension Funds - - - - - - - - -
i) Any Others (Specify)
Sub-total (B) (1) 10,801 - 10,801 0.2542 33,743 - 33,743 0.7941 0.5400
2. Central Govt. / State Govt. /
President of India - - - - - - - - -
Sub-total (B) (2) - - - - - - - - -
3. Non-Institutions
a) Individuals
i) Individual shareholders
holding nominal share

26
capital upto ` 2 Lakhs 2,88,679 1,27,718 4,16,397 9.8005 2,95,703 1,07,517 4,03,220 9.4903 (0.3102)
ii) Individual shareholders
holding nominal share capital
in excess of ` 2 Lakhs - - - - - - - - -
b) NBFCs registered with RBI - - - - - - - - -
c) Employee Trust - - - - - - - - -
d) Overseas Depositories
(holding DRs) (balancing
figure) - - - - - - - - -
e) Any other (Specify)
i) IEPF 73,618 - 73,618 1.7327 73,518 - 73,518 1.7303 (0.0024)
ii) Trust - - - - - - - - -
iii) Foreign Nationals 153 - 153 0.0036 200 - 200 0.0047 0.0011
iv) Hindu Undivided Family 7,457 - 7,457 0.1755 8,789 - 8,789 0.2070 0.0314
v) Non Resident Indians (Non Repat) 9,838 - 9,838 0.2316 4,488 - 4,488 0.1056 (0.1260)
vi) Non Resident Indians (Repat) 13,752 - 13,752 0.3237 12,664 - 12,664 0.2981 (0.0256)
vii) Clearing Members 3,698 - 3,698 0.0870 2,894 - 2,894 0.0681 (0.0189)
31st Annual Report 2019-2020
RASAYAN LIMITED

viii) Bodies Corporate 5,31,622 2,200 5,33,822 12.5642 5,27,280 2740 5,30,020 12.4748 (0.0894)
Sl. Category of Shareholders No. of shares held at the No. of shares held at the % Change
No. beginning of the year (01/04/2019) end of the year (31/03/2020) during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
Sub-total (B) (3) 9,28,817 1,29,918 10,58,735 24.9188 9,25,536 1,10,257 10,35,793 24.3789 (0.5400)
Total Public Shareholding
[(B)=(B)(1)+(B)(2) +(B)(3)] 9,39,618 1,29,918 10,69,536 25.1730 9,59,279 1,10,257 10,69,536 25.1730 -
-C. Non-Promoter - Non Public
[Sub-Total (C)] - - - - - - - - -
Grand Total (A+B+C) 41,18,822 1,29,918 42,48,740 100.0000 41,38,483 1,10,257 42,48,740 100.0000 -

ii. Shareholding of Promoters


Sl. Shareholder’s Name Shareholding at the beginning Shareholding at the end % change
No. of the year (01/04/2019) of the year (31/03/2020) in
No. of % of total Shares % of Shares Pledged/ No. of % of total Shares % of Shares Pledged/ shareholding
Shares of the Company encumbered Shares of the Company encumbered during the
to total shares to total shares year

27
1 Sat Narain Gupta 10,28,631 24.2102 - 10,11,631 23.8101 - (0.4001)
2 Mahabir Prasad Gupta 4,22,800 9.9512 - 4,22,800 9.9512 - -
3 S.N. Gupta (HUF) 3,56,200 8.3837 - 3,56,200 8.3837 - -
4 Rajender Prasad Gupta 3,31,544 7.8033 - 4,92,631 11.5948 - 3.7915
5 Vikas Gupta 1,94,300 4.5731 - 1,94,300 4.5731 - -
6 Weldon Fincap Pvt. Limited 1,57,049 3.6964 - 1,57,049 3.6964 - -
7 R.P. Gupta (HUF) 1,46,089 3.4384 - - - - (3.4384)
8 Savita Gupta 1,24,300 2.9256 - 1,16,600 2.7443 - (0.1813)
9 BRL Finlease Limited 1,14,172 2.6872 - 1,14,172 2.6872 - -
10 Centum Finance Limited 1,01,000 2.3772 - 1,31,900 3.1044 - 0.7272
11 Rajesh Gupta 82,837 1.9497 - 82,837 1.9497 - -
12 Manju Gupta 59,584 1.4024 - 56,484 1.3294 - (0.0730)
13 Sahil Gupta 45,700 1.0756 - 42,600 1.0027 - (0.0729)
14 Ram Narain (HUF) 14,998 0.3530 - - - (0.3530)
31st Annual Report 2019-2020
RASAYAN LIMITED

Total 31,79,204 74.8270 - 31,79,204 74.8270 - -


RASAYAN LIMITED
31st Annual Report 2019-2020

iii. Change in Promoters’ Shareholding (please specify, if there is no change)


Sr. Particulars Shareholding at the beginning Cumulative Shareholding
No. of the year as on 01/04/2019 during the year (2019-20)
No. of % of total No. of % of total
Shares shares of the Shares shares of the
Company Company
1. SAT NARAIN GUPTA
At the beginning of the year 1028631 24.2102 1028631 24.2102
Bought during the Year - - 1028631 24.2102
Sold during the year 17000 0.4001 1011631 23.8101
At the end of the year 1011631 23.8101
2. RAJENDER PRASAD GUPTA
At the beginning of the year 331544 7.8033 331544 7.8033
Bought during the Year 161087 3.7915 492631 11.5948
Sold during the year - - 492631 11.5948
At the end of the year 492631 11.5948

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs)
Sl. Name of the Shareholders Shareholding at the beginning Cumulative Shareholding
No. of the year as on 01/04/2019 during the year (2019-20)
No. of % of total No. of % of total the
Shares shares of Shares shares of
the company the company
1 AMBAA SECURITIES PVT LIMITED
At the beginning of the year 2,10,000 4.9426 2,10,000 4.9426
Bought during the Year 2,718 0.0640 2,12,718 5.0066
Sold during the year 9,945 0.2341 2,02,773 4.7725
At the end of the year 2,02,773 4.7725
2 RITESH STOCK BROKING PVT LIMITED
At the beginning of the year 1,99,894 4.7047 1,99,894 4.7047
Bought during the Year - - 1,99,894 4.7047
Sold during the year - - 1,99,894 4.7047
At the end of the year 1,99,894 4.7047
3 SHIV SHANKAR SECURITIES PVT LIMITED
At the beginning of the year 81,628 1.9212 81,628 1.9212
Bought during the Year - - 81,628 1.9212
Sold during the year - - 81,628 1.9212
At the end of the year 81,628 1.9212
4 RITESH PROJECTS PRIVATE LIMITED
At the beginning of the year 20,619 0.4853 20,619 0.4853
Bought during the Year - - 20,619 0.4853
Sold during the year 16 0.0004 20,603 0.4849
At the end of the year 20,603 0.4849
28
RASAYAN LIMITED
31st Annual Report 2019-2020

Sl. Name of the Shareholders Shareholding at the beginning Cumulative Shareholding


No. of the year as on 01/04/2019 during the year (2019-20)
No. of % of total No. of % of total the
Shares shares of Shares shares of
the company the company
5 PGIM INDIA TRUSTEES PRIVATE LIMITED
A/C PGIM INDIA MID CAP OPPORTUNITIES
FUND
At the beginning of the year - - - -
Bought during the Year 21,194 0.4988 21,194 0.4988
Sold during the year 1,833 0.0431 19,361 0.4557
At the end of the year 19,361 0.4557
6 VIVEK MEHROTRA
At the beginning of the year 4,453 0.1048 4,453 0.1048
Bought during the Year 2,399 0.0565 6,852 0.1613
Sold during the year - - 6,852 0.1613
At the end of the year 6,852 0.1613
7 SHAREKHAN LIMITED
At the beginning of the year 549 0.0129 549 0.0129
Bought during the Year 13,542 0.3187 14,091 0.3316
Sold during the year 9,102 0.2142 4,989 0.1174
At the end of the year 4,989 0.1174
8 VINODKUMAR HARAKCHAND DAGA
At the beginning of the year - - - -
Bought during the Year 4,512 0.1062 4,512 0.1062
Sold during the year - - 4,512 0.1062
At the end of the year 4,512 0.1062
9 MAHESH KAUSHIK
At the beginning of the year 4,565 0.1074 4,565 0.1074
Bought during the Year 20 0.0005 4,585 0.1079
Sold during the year 2,177 0.0512 2,408 0.0567
At the end of the year 2,408 0.0567
10 HEMANT GUPTA
At the beginning of the year 4,561 0.1073 4,561 0.1073
Bought during the Year 2,323 0.0547 6,884 0.1620
Sold during the year 6,864 0.1620 - -
At the end of the year - -

Note:The above details are given as on 31st March, 2020. The Company is listed and 97.4049%
shareholding is in dematerialized form. Hence, it is not feasible to track movement of shares on
daily basis. The aforesaid holdings by top ten shareholders is due to market operations. Further,
Company has not allotted /transferred or issued any bonus or sweat equity shares during the year.

29
RASAYAN LIMITED
31st Annual Report 2019-2020

v. Shareholding of Directors and Key Managerial Personnel


Sl. Name of the Shareholders Shareholding at the beginning Cumulative Shareholding
No. of the year as on 01/04/2019 during the year (2019-20)
No. of % of total No. of % of total
Shares shares of Shares shares of
the company the company
1 SAT NARAIN GUPTA
At the beginning of the year 10,28,631 24.2103 10,28,631 24.2103
Bought during the Year - - 10,28,631 24.2103
Sold during the Year 17,000 0.4001 1011,631 23.8101
At the end of the year 10,11,631 23.8101
2 MAHABIR PRASAD GUPTA
At the beginning of the year 4,22,800 9.9512 4,22,800 9.9512
Bought during the Year - - 4,22,800 9.9512
Sold during the Year - - 4,22,800 9.9512
At the end of the year 4,22,800 9.9512
3 RAJENDER PRASAD GUPTA
At the beginning of the year 3,31,544 7.8033 3,31,544 7.8033
Bought during the Year 1,61,087 3.7915 4,92,631 11.5948
Sold during the Year - - 4,92,631 11.5948
At the end of the year 4,92,631 11.5948

vi. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment
` in Crores))
(`
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 164.15 76.76 Nil 240.91
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest Accrued but not due Nil 6.08 Nil 6.08
Total (i+ii+iii) 164.15 82.84 Nil 246.99
Change in Indebtedness during the financial year
Addition Nil Nil Nil Nil
Reduction 136.81 16.33 Nil 153.14
Net Change 136.81 16.33 Nil 153.14
Indebtedness at the end of the financial year
i) Principal Amount 27.34 59.66 Nil 87.01
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest Accrued but not due Nil 6.85 Nil 6.85
Total (i+ii+iii) 27.34 66.51 Nil 93.85

30
RASAYAN LIMITED
31st Annual Report 2019-2020

vii. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager
` in Lakhs)
(`
Sl. Particulars of Remuneration Name of Managing Director/Whole time Director/ Manager
No.
Shri Sat Shri Mahabir Shri Rajander Shri Ajay Shri TOTAL
Narain Prasad Prasad Gupta Kamleshwar
Gupta Gupta Gupta Prasad
Uniyal
1 Gross Salary
a) Salary as per provisions
contained in Section 17(1) of
the Income Tax Act, 1961 21.00 15.00 12.00 62.98 42.82 153.80
b) Value of perquisites u/s 17(2)
of Income Tax Act, 1961 12.00 - 0.22 3.12 - 15.34
c) Profits in lieu of salary
under section 17(3) of
Income Tax Act, 1961 - - - - - -
2 Stock Option - - - - - -
3 Sweat Equity - - - - - -
4 Commission
- as % of profit 525.84 525.84 1051.66 - - 2103.34
- Others, specify - - - - - -
5 Others (Ex-Gratia) - - - - - -
Total 558.84 540.84 1063.88 66.10 42.82 2272.48

B. Remuneration to key managerial personnel other than MD/WTD/Manager


` in Lakhs)
(`
Sl. Particulars of Remuneration Key Managerial Personnel
No Chief Executive Chief Financial Company Secretary Total
Officer (CEO) Officer (CFO) Officer (CS)
Sh. Rakesh Verma Ms. Nikita Chadha
1 Gross Salary
a) Salary as per provisions contained in N.A. 23.14 8.59 31.73
Section 17(1) of the Income
Tax Act, 1961
b) Value of perquisites u/s 17(2) N.A. 0.22 0.22 0.44
of the Income Tax Act, 1961
c) Profits in lieu of salary under Section
17(3) of the Income Tax Act, 1961 N.A. - - -
2 Stock Option N.A. - - -
3 Sweat Equity N.A. - - -
4 Commission
- as % of profit N.A. - - -
- Others, specify N.A. - - -
5 Others (Ex-Gratia) N.A. 0.17 0.17 0.34
Total N.A. 23.53 8.98 32.51

31
RASAYAN LIMITED
31st Annual Report 2019-2020

viii. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES


Type Section of the Brief Details of Penalty/ Authority Appeal
Companies Act Description Punishment/ [RD/NCLT/ made, if
Compounding / COURT] any
Compounding (give
fees imposed details)
A. COMPANY - Nil
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS - Nil
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT - Nil
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

32
RASAYAN LIMITED
31st Annual Report 2019-2020

ANNEXURE TO THE BOARD'S REPORT


REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES/ INITIATIVES
[Pursuant to Section 135 of the Act & Rules made thereunder]
1. A brief outline of the Company's CSR Policy, including brief of the projects or programmes
proposed to be undertaken
The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of
Directors, is available on the Company's website at www.bharatgroup.co.in.
The Company has identified the following causes from a Corporate Social Responsibility perspective:
1) Supporting Rural Children's Education including Promoting Education
2) Promoting Healthcare
3) Any other activities i.e., covered under Schedule-VII of the Companies Act, 2013.
2. The composition of the CSR Committee
The Corporate Social Responsibility Committee shall comprise of the following Directors:
1) Shri Mahabir Prasad Gupta, Whole Time Director
2) Shri Rajender Prasad Gupta, Whole Time Director
3) Smt. Sujata Agarwal, Independent Director
3. Average Net Profit of the Company for last 3 financial years : `12235.23 Lakhs
4. Prescribed CSR Expenditure (2% of Amount) : `244.70 Lakhs
5. Details of CSR activities/projects undertaken during the year
a) Total amount to be spent for the financial year : `244.70 Lakhs
b) Amount un-spent, if any : N.A.
c) Manner in which the amount spent during financial year is detailed below:
Sr. CSR Relevant Section Projects/ Amount Amount Cumulative Amount spent
No Project of Schedule-VII Programmes outlay spent on expenditure Direct/ through
in which Project coverage (budget) the project/ upto 31st implementing
is covered (in ` ) programme March, agency
(Note-1) (in `) 2020 (in `) (in ` )
1. Promoting (ii) New Delhi 1,00,00,000 1,00,00,000 1,00,00,000 Maharaja
Education Agrasen
including Technical
Special Education
Education Society*

2. Promoting (ii) New Delhi 21,00,000 21,00,000 21,00,000 Maharaja


Education Agrasen
including Hospital
Special Charitable
Education Trust@

33
RASAYAN LIMITED
31st Annual Report 2019-2020

Sr. CSR Relevant Section Projects/ Amount Amount Cumulative Amount spent
No Project of Schedule-VII Programmes outlay spent on expenditure Direct/ through
in which Project coverage (budget) the project/ upto 31st implementing
is covered (in `) programme March, agency
(Note-1) (in `) 2020 (in `) (in ` )
3. Promoting (ii) New Delhi 55,00,000 55,00,000 55,00,000 Lord
Education Chaitanya
including Educational
Special Society#
Education
4. Promoting (iii) New Delhi 21,00,000 21,00,000 21,00,000 Param
Education Shakti
including Peeth,
Special Delhi$
Education
5. Promoting (ii) New Delhi 50,00,000 50,00,000 50,00,000 Dreamland
Education Society^
including
Special
Education
Total 2,47,00,000
*Maharaja Agrasen Technical Education Society having its office at Keshav Kunj, Road No. 4, House
No. 10, East Punjabi Bagh, New Delhi-110026, which is registered with the Commissioner of Income
Tax under Section 12A of the Income Tax Act, 1961.The Educational Society promotes the quality
education in the field of Technology, Management, Law, Pharmacy and Health Services to shape the
human society for a better future.
@Maharaja Agrasen Hospital Charitable Trust having its office at Rohtak Road, West Punjabi Bagh,
New Delhi-110026, which is registered with the Commissioner of Income Tax under Section 12A of the
Income Tax Act, 1961.The said Charitable Trust promotes the quality education in the field of Health
Services to shape the human society for a better future.
#Lord Chaitanya Educational Society having its office at Plot No. 3, Pocket-7, Sector-22, Rohini, New
Delhi- 110085, which is registered with the Commissioner of Income Tax under Section 12A of the
Income Tax Act, 1961. The Educational Society promotes the educating the society on various
educational lines and convince the people of society about the benefits of education.
$Param Shakti Peeth, having its office at LUV 102, Agrasen Avas, 66, IP Extn., Delhi-110092, which
is registered with the Commissioner of Income Tax under Section 12A of the Income Tax Act, 1961.
The Param Shakti Peeth supports the Gokulam Families at Vatsalayagram, Vrindavan, for their better
future.
^Dreamland Society having its office at NS-10, Pocket-L, Sarita Vihar, Delhi-110076, which is registered
with the Commissioner of Income Tax under Section 12A of the Income Tax Act, 1961. The Dreamland
Society promotes the educating the society on various educational lines and convince the people of
society about the benefits of education.

34
RASAYAN LIMITED
31st Annual Report 2019-2020

6. A responsibility statement by the CSR Committee that the implementation and monitoring
of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
The CSR Committee confirms that the implementation and monitoring of the CSR activities of the
Company are in compliance with the CSR objectives and CSR Policy of the Company.

For and on behalf of the Board


M/s Bharat Rasayan Limited

Sd/- Sd/-
(SAT NARAIN GUPTA) (MAHABIR PRASAD GUPTA)
Chairman & Managing Director Chairman of CSR Committee
DIN: 00024660 DIN: 00014681
NEW DELHI,
AUGUST 13, 2020

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31st Annual Report 2019-2020

ANNEXURE TO THE BOARD'S REPORT


Form No. MR-3
SECRETARIAL AUDIT REPORT
for the financial year ended 31st March, 2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the
Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Bharat Rasayan Limited
1501, Vikram Tower, Rajendra Place,
New Delhi-110008.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Bharat Rasayan Limited (hereinafter called the company).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, we hereby
report that in our opinion, the Company has, during the audit period covering the financial year ended
on 31st March, 2020 ('Audit Period') complied with the statutory provisions listed hereunder and also
that the Company has proper Board-processes and compliance-mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by Bharat Rasayan Limited for the financial year ended on 31st March, 2020 according
to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992; and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009; (Not applicable to the Company during the Audit Period);
(d) The Company has complied with the provisions of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.

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31st Annual Report 2019-2020

(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999; and The Securities and Exchange Board of
India (Share Based Employees Benefits) Regulations,2014; (Not applicable to the Company
during the Audit Period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008; (Not applicable to the Company during the Audit Period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(Not applicable to the Company during the Audit Period); and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(Not applicable to the Company during the Audit Period)
(vi) Other laws applicable to the Company as per the representations made by the Company including.
(a) Insecticides Act, 1968;
(b) Factory Act, 1948 and Rules made thereunder;
(c) Industrial Employment (Standing Orders) Act, 1946 and Rules 1957;
We have also examined compliance with the applicable clauses of the following:
(a) Secretarial Standards issued by The Institute of Company Secretaries of India.
(b) The Listing Agreement entered into by the Company with Stock Exchanges.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through while the dissenting members' views are captured and recorded as
part of the minutes, wherever required.
We further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.

For MAMTA JAIN & ASSOCIATES


Practicing Company Secretaries
Sd/-
(MAMTA JAIN)
NEW DELHI FCS No.: 2794
AUGUST 13, 2020 C P No.:1686
This Report is to be read with our letter of even date which is annexed as 'Appendix-A' and forms an
integral part of this report.

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31st Annual Report 2019-2020

'APPENDIX A'
To,
The Members,
Bharat Rasayan Limited
1501, Vikram Tower, Rajendra Place,
New Delhi-110008.
Our report of even date is to read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in Secretarial records. We believe
that the process and practice, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the Compliance of
laws, rules and regulation and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of the management. Our examination was limited to the verification
of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.

For MAMTA JAIN & ASSOCIATES


Practicing Company Secretaries
Sd/-
(MAMTA JAIN)
NEW DELHI FCS No.: 2794
AUGUST 13, 2020 C P No.:1686

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RASAYAN LIMITED
31st Annual Report 2019-2020

ANNEXURE TO THE BOARD'S REPORT


Form No. AOC-2
(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE
COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF
THE COMPANIES ACT, 2013, INCLUDING CERTAIN ARM'S LENGTH TRANSACTIONS UNDER
THIRD PROVISO THERETO:
1. Details of material contracts or arrangement or transactions at arm's length basis
Bharat Rasayan Limited has not entered into any contract or arrangement or transaction with its
related parties which is not at arm's length during financial year 2019-20.
Name of Nature of Duration Salient terms Amount
Related Party Relationship of Contract of Contract ` in Crores)
(`

NATURE OF CONTRACT
1) Sale of Goods
Bharat Insecticides Group Entity Financial Year Based on Arm’s 42.16
Limited (Common Directorship) 2019-20 length pricing
B R Agrotech Group Entity Financial Year Based on Arm’s 116.44
Limited (Common Directorship) 2019-20 length pricing
Bharat Agrochem Common Board of Financial Year Based on Arm’s 6.64
LLP Directors are 2019-20 length pricing
partners in Firm

2) Purchase of Goods
Bharat Insecticides Group Entity Financial Year Based on Arm’s 18.17
Limited (Common Directorship) 2019-20 length pricing
B R Agrotech Group Entity Financial Year Based on Arm’s 11.32
Limited (Common Directorship) 2019-20 length pricing

3) Rent Paid
Bharat Insecticides Group Entity Continuing Based on Arm’s 0.06
Limited (Common Directorship) length pricing

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31st Annual Report 2019-2020

ANNEXURE TO THE BOARD'S REPORT


STATEMENT OF DISCLOSURE OF REMUNERATION
Under Section 197 of Companies Act, 2013, and Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(a) Ratio of the remuneration of each Executive Director to the median remuneration of the Employees
of the Company for the financial year 2018-19, the percentage increase in remuneration of Chief
Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary
during the financial year 2019-20.
Sl. Name of Director/KMP Designation Ratio of Remuneration of Percentage
each Director to median Increase/(Decrease)
remuneration of Employees in Remuneration
1 Shri Sat Narain Gupta Chairman &
Managing Director 14849:1 31.89%
2 Shri Mahabir Prasad Gupta Whole Time Director 14371:1 33.30%
3 Shri Rajender Prasad Gupta Whole Time Director 28269:1 34.05%
4 Shri Ajay Gupta Whole Time Director 1756:1 14.26%
5 Shri Kamleshwar Prasad
Uniyal Whole Time Director 1138:1 N.A.
6 Shri Rakesh Verma Chief Financial Officer Not Applicable 9.72%
7 Ms. Nikita Chadha Company Secretary Not Applicable 21.28%

Notes:
(a) Based on Salary of those persons who were employed during whole of the year.
(b) The percentage increase in the median remuneration of Employees for the financial year was 6%.
(c) The Company has 487 permanent employees on the rolls of Company as on 31st March, 2020
who have worked for twelve (12) months.
(d) Relationship between average increase in remuneration and Company's performance:
On an average, employees received an increase of 13.26%. The increase in remuneration is in
line with the market trends. In order to ensure that remuneration reflects Company performance,
the performance pay is linked to organization performance.
(e) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy
of the Company.

On behalf of the Board


For Bharat Rasayan Limited

Sd/-
(SAT NARAIN GUPTA)
NEW DELHI, Chairman & Managing Director
AUGUST 13, 2020 (DIN: 00024660)

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31st Annual Report 2019-2020

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDIAN ECONOMY
The Indian economy registered a growth of 4.2% in Financial Year ('FY') 2019-20, much lower than the
6.1% in FY 2018-19 (Source: IMF). Wage stagnation, job losses, rising rural unemployment rates,
stressed non-banking financial companies and decline in credit growth caused a sharp drop in domestic
demand. On the supply side, excess idle production capacity and lower private investments further
dragged down economic activity. The Government of India undertook initiatives such as liberalising
sectors to attract foreign direct investments, upfront capital infusion in public sector banks to alleviate
liquidity concerns and reducing corporate tax rates to revive private investments. The Reserve Bank of
India ('RBI') provided a monetary stimulus by slashing the repo rate to 5.15%, a cut of 135 basis points
in FY 2019-20, to boost demand and private consumption.
GLOBAL ECONOMY
The global economy in Calendar Year ('CY') 2019 has seen one of the slowest growth rates since the
2008 financial crisis. The International Monetary Fund ('IMF') estimates that the global GDP ('Gross
Domestic Product') may have registered 2.9% growth in CY 2019, significantly lower than 3.6% in CY
2018, and that there will be a negative growth of 3% in CY 2020. A slowdown had been anticipated
early in the financial year, because of the US-China trade relations, concerns over Brexit and the
consequent stress on the global manufacturing and trade. Country-specific shocks such as liquidity
crisis in the Indian banking sector and flooding in eastern Africa pulled down the performance of
emerging market economies. Climate-related disasters, ranging from hurricanes in the Caribbean to
drought and bushfires in Australia also affected global business sentiments.
The biggest calamity was the outbreak of coronavirus in the beginning of CY 2020, which grew from a
local problem in China to a global pandemic in a matter of weeks in early CY 2020. Lockdowns in most
of the affected countries saved lives but were a huge blow to economic activities and the impact will be
felt for a long time to come. To counter the losses and prevent a complete economic breakdown,
governments and central banks around the world have unleashed unprecedented amounts of fiscal and
monetary support. Nonetheless, warning of a recessionary effect was issued by top analysts.
INDIAN AGROCHEMICAL INDUSTRY
The share of agriculture and allied sectors in the Gross Value Added ('GVA') of the country at current
prices has declined from 18.2% in FY 2014-15 to 16.5% in FY 2019-20. Despite the decline, it continues
to be the largest source of livelihood for about 58% of India's population and its growth ensures inclusive
economic growth of the country.
Agriculture inputs play a decisive role in enhancing crop production. With arable land declining, production
of crops can only be increased by using quality inputs through a scaled-up country-wide effort. Concerted
efforts are being taken to transform agriculture, improve farm productivity and farmer prosperity, achieve
food security and environmental sustainability.
Agrochemicals are chemicals that help boost crop productivity through prevention of destruction of
crops by pests such as insects, weeds, fungus, etc. The global economy, in general, and Indian, in
particular, is facing a multitude of challenges such as to feed an evergrowing population, reducing
arable land bank and dealing with adverse climatic changes. Under such circumstances, the traditional
methods of growing more crops are rendered inadequate. There is a growing acceptance to launch
advanced agrochemical solutions to achieve higher field productivity.
Agriculture which contributes to 16.5% of the GDP and provides employment to nearly half of the
country's population, plays an important role in the Indian economy. India is a leading farm producer as
well as an exporter of many agro commodities. Its agro economy faces multiple challenges which is

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reflected in the relatively lower productivity compared to the advanced economies of the world. Science
provides solutions to address some of these challenges and in turn, these provide opportunities for
businesses involved in agriculture inputs.
Indian agriculture is on a growth path, with an increase in investments and private funding in the past
few years. The sector is expected to grow with better momentum in the next few years, owing to an
increase in investment in agricultural infrastructure such as irrigation facilities, warehousing and cold
storage. Factors such as reduced transaction costs, time, better port gate management and fiscal
incentives will also contribute to this upward trend. Furthermore, the increased use of genetically
modified crops is also expected to better the yield of the Indian farmers.
IMPACT OF CLIMATIC CHANGES ON AGRICULTURAL PRODUCTION
According to the India Meteorological Department ('IMD'), CY 2019 was India's seventh warmest year
since nation-wide records commenced in CY 1901. India's annual rainfall in CY 2019 was 109% of the
Long Period Average ('LPA') rainfall (in the 50 years from 1961-2010), as against only 91% of the LPA
in CY 2018. Production of most crops was estimated to be higher in FY 2019-20 than their average
annual production on account of the favourable monsoon during the year. The 2nd Advance Estimates
released by the Department of Agriculture Cooperation and Farmers Welfare, estimated the total
Foodgrain production in India at a satisfactory level of 291.95 Million Tonnes ('MT') in FY 2019-20. This
was 7 MT higher than the country's output at 284.95 MT (as per the 4th Advance Estimates) in FY
2018-19 and 26.20 MT higher than the previous five years' average production. The Government of India
has announced several pro-farmer initiatives to double farmers' income by 2022 and provide growth
impetus to the agriculture sector. These include the Pradhan Mantri Kisan Maan Dhan Yojana ('PM-
KMY'), Pradhan Mantri Kisan Samman Nidhi ('PM-KISAN'), the e-NAM portal to promote 'One Nation
One Market', Direct Cash Benefit Transfer, and growth impetus to horticulture.
INDUSTRY OVERVIEW
The global agricultural input market is expanding rapidly on account of growing food demand from a
world population that is estimated to reach approx. 10 billion by 2050. The rising population, coupled
with declining arable land, is significantly changing farming practices to achieve higher yield per acreage.
Crop care and crop protection markets worldwide are adapting to these changing needs and playing an
important role in improving farm productivity, environmental sustainability and farmer prosperity.
IRRIGATION INDUSTRY
Only 20% of the total cultivated land globally is irrigated, but it contributes 40% of the entire food
produced worldwide. Irrigated farming is twice as productive as conventional methods per unit of land.
Since agriculture has 70% share of water withdrawals globally, efficient and effective water management
continues to be a core factor in sustainable farming operations. This has made irrigation a key priority
for several economies.
OUTLOOK
A global economic recovery depends to a great extent on the pandemic being brought under control,
containment measures being scaled back and trade and manufacturing activities being gradually
restored without causing a second wave of contagion. The IMF estimates the world economy to
decline by 3% in CY 2020 followed by a recovery and growth of 5.8% in CY 2021. The shape and speed
of recovery in the United States ('US') and China will be the key to determining the nature and traction
of the global economic recovery.
CROP PROTECTION INDUSTRY
Crop protection chemicals play a critical role in maintaining and enhancing agricultural output by
minimising plant diseases, weeds and pest damages to crops. The global crop protection industry
stood at US$ 65.59 billion in CY 2019, recording a growth of 0.8% over CY 2018 level of US$ 65.09
billion. Brazil and Argentina have been the biggest markets for crop protection worldwide.
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31st Annual Report 2019-2020

Crop protection chemicals play a major role in increasing agriculture productivity. They help in minimising
plant diseases, weeds, and other pests that damage agriculture crops, and thus increasing and
maintaining year-on-year crop yield. Around 25% of the global crop output is lost due to attacks by
pests, weeds and diseases. India is the 4th largest producer of agrochemicals, after the US, Japan
and China. In India, better timing and spatial distribution of rainfall, higher pest incidence, and steps by
the Government to improve farm income are expected to increase the application of agrochemicals.
The industry faces several challenges due to strict environmental regulations. Crop protection comprises
of insecticides, fungicides, herbicides and bio-pesticides. India's pesticides consumption is currently
one of the lowest in the world among other economies.
EFFLUENT MANAGEMENT
We have installed effluent treatment plant. All effluents generated at plant are segregated into hazardous
and non-hazardous categories and they are effectively treated, recycled and reused, wherever possible.
RESEARCH & DEVELOPMENT
Being actively engaged in product and process development activities across various segments of its
businesses, Research & Development (R&D) is an integral part of the Company's operations. We have
dedicated R&D plant at Bahadurgarh, Haryana is certified by the Ministry of Science and Technology,
Government of India with pilot plant having a qualified team. We also have R&D Plant at Dahej, Gujarat
having NABL Certification from National Accreditation Board for Laboratories as a certified research
lab, alongwith Pilot plant. Both the plants are working round the clock working on new chemistries.
QUALITY
In addition to ISO 9001:2015 for Quality Management, the professional commitments of high order
have earned the rating of ISO 14001:2015 for Environment Management System and also ISO 45001:2018
Certification for Occupational Health & Safety norms. The Company is also registered with global
mercantile data compiler and rating agency Dun & Bradstreet.
BUSINESS PERFORMANCE
Your Company has highly qualified and dedicated team of professionals in various work profile to focus
on quality improvement in existing products, marketing the products to prevailing customers and
exploring new domestic and overseas customers for the Company. Your Company achieved a turnover
of ` 1231.87 crores registering an increase of about 23.84% over previous year turnover of ` 994.69
crores and earned a Profit before Tax (PBT) of ` 205.19 crores and Profit after Tax (PAT) of ` 157.64
crores.
Apart from loyal customer base that the Company is enjoying since last several years now, many
more new domestic as well as overseas customers are added to the portfolio of the Company during
the year & same is expecting to increase in near future due to Company's commitment of supplying
high quality product in a time bound manner.
Moving ahead, the Company remains poised to implement key initiatives across functions to enable
itself to face market challenges and leverage the emerging opportunities. It remains focused on improving
revenue growth and profitability, driven by high growth segments such as seeds and nutrients.
EXPENSES
The Company's total expenses (excluding depreciation and finance cost) increased by 22.59% from
`806.84 crores in FY 2018-19 to `989.11 crores in FY 2019-20. Major expense items of the Company
comprise cost of material consumed, purchase of stock-in-trade, power and electricity, freight & forwarding
outward, employee benefits expenses.
Cost of materials consumed increased by 8.98% from `724.90 crores in FY 2018-19 to `789.99 crores
in FY 2019-20 owing to increase in major raw material prices.

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31st Annual Report 2019-2020

Power and Electricity expenses increased by 24.57% from `19.33 crores in FY 2018-19 to `24.08
crores in FY 2019-20, largely due to increase in prices of utilities.
Employee benefit expenses increased by 20.45% from `57.36 crores in FY 2018-19 to `69.09 crores
in FY 2019-20 owing to increase coming from annual increment and new recruitment.
Finance costs decreased by 1.26% from `15.82 crores in FY 2018-19 to `15.62 crores in FY 2019-20.
RISKS AND CONCERNS
The Covid-19 outbreak with its disruptive effects on global manufacturing and trade would continue to
pose challenges for the Company's operations in FY 2020-21, and it may affect offtake of the Company's
products and exert pressures on its margins. However, following the Government's declaration of
agriculture as an essential service, the Company has resumed its operations and does not foresee
material impact on its business due to the relaxing of lockdown norms.
Risk management comprises all the organizational rules and actions for early identification of risks in
the course of doing business and the management of such risks along with identification of opportunities.
Despite the strong growth drivers, Indian agrochemicals industry faces challenges in terms of low
awareness among large number of end users spread across the geography. Managing inventory and
distribution costs is a challenge for the industry players in the wake of volatility in business environment.
The performance of the crop protection industry and other agri-inputs is dependent on monsoons, pest
and disease incidences on crops. As this year's monsoon failure has shown, major fluctuations in total
rainfall and its distribution affect the crop acreages and overall productivity and have a direct correlation
with sales. Agrochemical companies face issues due to seasonal nature of demand, unpredictability
of pest attacks and high dependence on monsoons.
Compliance to growing regulatory norms is a continuing requirement and could lead to delays in
obtaining necessary approvals. Changes in guidelines or policies in various geographies may also lead
to sudden disruption of business in specified products.
The Company's Internal Audit department plays a critical role in co-ordinating with various department
heads to ensure strict adherence to processes established for key business risk identification. It
recommends corrective actions to improve the Company's processes pertaining to risk identification
and risk handling and ensures adequate mitigating measures are in place. The Company continuously
reviews emerging risks such as global consolidation in the crop protection industry, regulatory changes
and a probable ban on select active ingredients. These risks are also opening up new opportunities for
the Company to grow and it continues to focus on developing novel, effective and compliant products
and formulations to tap these emerging opportunities.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has created internal control systems which are commensurate with the size, scale and
complexity of its operations. The Company has also identified entity level controls for the organization,
covering integrity and ethical values, adequacy of audit and control mechanisms and effectiveness of
internal and external communication, thereby strengthening the internal controls systems and processes
with clear documentation on key control points. The internal controls are formulated and implemented
by the management with an objective to achieve efficiency in operations, optimum utilization of resources
and effective monitoring and compliance with applicable laws.
HUMAN RESOURCES DEVELOPMENT
The Company invested in a strong workforce and working environment to report sustainable growth,
reflected in the continuous improvement in operating processes and new product introduction. The
Company believes in a performance-driven culture.

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The Company organized training programmes based on emerging requirements, covering technical,
behavioral, customer orientation, safety, code of ethics, product training and other needs. The Company
continued to recruit skilled scientific, technical and managerial personnel.
CAUTIONARY STATEMENT
Certain Statements made in this report relating to Company's objectives, outlook, future plans etc.
may constitute "forward looking statement" within the meaning of applicable laws and regulations.
Actual performance may differ materially from such estimates or projections, whether express or
implied. Important factors that could make a difference to the Company's operations; include
Government Regulations, Tax regimes, Economic developments within India and countries in which
the company conducts business and other allied factors.

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31st Annual Report 2019-2020

CORPORATE GOVERNANCE REPORT


1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Good Corporate Governance is all about maximizing the shareholders' value on a sustainable
basis while ensuring fairness to all stakeholders, customers, vendors, investors, employees,
government and society.
Your Company is committed to define, follow, practice, achieve and maintain the highest level of
corporate governance in all its business functions. Your Company believes in the concept of good
corporate governance involving transparency, empowerment, account ability, equity and integrity
with a view to enhance stakeholder's value in order to achieve its vision and mission. Your Company's
Corporate Governance framework ensures to make timely disclosures and share accurate
information regarding the financials and performance, as well as disclosures related to leadership
and governance of the Company. Your Company believes that an active, well informed and
independent board is necessary to ensure the highest standards of corporate governance.
At Bharat Rasayan Limited, the Board of Directors (the Board) are at the core of the corporate
governance practice. The Board thus oversees the Management's functions and protects the long
term interest of its stakeholders. As on March 31, 2020 the Board consists of ten members out of
which five are independent directors.
The Company has adopted practices as mandated in Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges
and has established procedures and systems to be fully compliant with the Regulations.
The Company has adhered to the requirements stipulated under Regulations 17 to 27 read with
Para C and D of Schedule-V and clauses (b) to (i) of Corporate Governance Report sub-regulation
(2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
('Listing Regulations') as applicable, with regard to Corporate Governance.
2. BOARD OF DIRECTORS
The Board of Directors (the Board) which consists of eminent persons with considerable professional
expertise and experience provides leadership and guidance to the management, thereby enhancing
stakeholders' value.
(A) Composition of the Board
The Board of Directors, as on 31st March, 2020, comprises of Ten Directors out of whom five
are Executive Directors and five are Non-Executive and Independent Directors. None of the
Directors on the Board is a Member of more than 10 Committees and Chairman of more than
5 Committees.
All Directors are individuals of integrity and courage, with relevant skills and experience to
bring judgment to bear on the business of the Company.
Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of
the SEBI Listing Regulations read with Section 149(6) of the Act. The maximum tenure of
Independent Directors is in compliance with the Act. All the Independent Directors have
confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI
Listing Regulations read with Section 149(6) of the Act.
The names and categories of the Directors on the Board, their attendance at Board Meetings
held during the year and the number of Directorships and Committee Chairmanships /
Memberships held by them in other public companies as on March 31, 2020 are given herein
below .

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Name of the Directors Attendance at the Number of Number of


Meeting held during Board Committee
the year 2019-20 Memberships* positions held as
Board Last AGM Chairman Member
Meeting Held on
(Out of 5 held) 25.09.2019
Executive Directors
Shri Sat Narain Gupta 5 Yes 4 1 Nil
Chairman & Managing Director
Shri Mahabir Prasad Gupta 5 Yes 3 2 2
Whole Time Director
Shri Rajender Prasad Gupta 4 Yes 3 Nil 4
Whole Time Director
Shri Ajay Gupta 2 No 1 Nil Nil
Shri Kamleshwar Prasad Uniyal 3 Yes 1 Nil Nil
Non-Executive & Independent Directors
Shri Pankaj Gupta 4 Yes 3 1 2
Shri Ram Kanwar 4 No 1 Nil Nil
Smt. Sujata Agarwal 3 Yes 3 Nil 3
Shri Suresh Kumar Garg 3 Yes 1 Nil 1
Shri Rajesh Gupta 5 Yes 1 2 Nil

*Number of Directorships includes Board Memberships held in our Company as well as in other
companies excluding alternate directorship, directorship in Private Companies, Foreign Companies
and Companies registered under Section 8 of the Companies Act, 2013.
(B) Board Meetings
The Board meets at regular intervals to review the performance of the Company. The Board of
Directors met 5 times during the year ended March 31, 2020. The dates of the said Board Meetings
were 30.05.2019, 14.08.2019, 30.09.2019, 14.11.2019 and 14.02.2020 respectively. It was ensured
that the gap between any two Board Meetings did not exceed four months. The necessary quorum
was present for all the meetings.
(C) Code of Conduct
The Board of Directors of the Company has adopted a Code of Conduct that set out the fundamental
standards to be followed in all actions carried out on behalf of the Company, copy of which is also
available on the Company's website, i.e. www.bharatgroup.co.in.
All the Directors and Senior Management Personnel of the Company are bound by the Code of
Conduct and have affirmed compliance with the said Code for the year ended March 31, 2020. A
declaration to this effect signed by the Chairman & Managing Director also forms part of this
report.
During the year 2019-20, information as mentioned in Schedule II Part A of the SEBI Listing
Regulations, has been placed before the Board for its consideration.

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3. BOARD COMMITTEES
3.1 Committee of Board of Directors
The Board is authorised to constitute Committees and delegate to them few powers and duties
with respect to specific purposes as defined in various Sections of the Companies Act, 2013. The
Board has constituted one such Committee, i.e. Committee of Directors under the Chairmanship
of Shri Sat Narain Gupta, Chairman & Managing Director of the Company. The meetings of the
said Committee are held as and when need arises.
(A) Composition
As on March 31, 2020, the Committee comprises of Shri Sat Narain Gupta as its Chairman, Shri
Mahabir Prasad Gupta and Shri Rajender Prasad Gupta as its members.
(B) Terms of Reference
The major role and terms of reference of the Committee is to deliberate and decide upon all such
urgent matters, which cannot wait till convening of next Board Meeting. All decisions of the
Committee are placed before the Board for noting and ratification by the Board in its next meeting.
(C) Meetings and Attendance
During the year 2019-20, Nine (9) meetings of the Committee of Board of Directors were held. The
dates of the said meetings were 04.04.2019, 03.06.2019, 23.06.2019, 20.09.2019, 12.12.2019,
06.02.2020, 18.02.2020, 24.02.2020 and 09.03.2020. The requisite quorum was present at every
meeting of the Committee of Board of Directors.
The composition of the Committee of Board of Directors and attendance at the meetings held
during the year are given herein below:
S. No. Name of the Members Meetings Attended (out of 9 held)
1. Shri Sat Narain Gupta 8
2. Shri Mahabir Prasad Gupta 9
3. Shri Rajender Prasad Gupta 7
3.2 Audit Committee
(A) Composition
During the year under review, the Audit Committee comprised of majority of Non-Executive and
Independent Directors with Shri Rajesh Gupta as the Chairperson of the Committee alongwith
Shri Pankaj Gupta and Shri Rajender Prasad Gupta as its members. The Chairperson and all
members of the Committee are financially literate and have relevant financial and accounting
expertise.
The Company Secretary of the Company acts as the Secretary to the Audit Committee.
(B) Terms of Reference
The Audit Committee is entrusted with the responsibility to supervise the Company's internal
control and financial reporting process and inter alia performs the following functions:
a) Overviewing the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
b) Recommending the appointment, remuneration and terms of appointment of auditors of the
Company and approving the payment to statutory auditors for any other services rendered
by the statutory auditors;

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c) Reviewing, with the management, the annual financial statements and Auditors' Report thereon
before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Directors' Responsibility Statement to be included


in the Board's Report in terms of Clause (c) of sub-section 3 of Section 134 of the Act
2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by


management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Qualifications, if any, in the audit report.

d) Reviewing and monitoring the auditor's independence and performance, and effectiveness of
audit process;
e) Approving or subsequently modifying any transactions of the Company with related parties;
f) Scrutinizing the inter-corporate loans and investments;
g) Reviewing valuation of undertakings or assets of the Company, wherever it is necessary;
h) Evaluating internal financial controls and risk management systems;
i) Reviewing with the management, performance of statutory and internal auditors and adequacy
of the internal control systems;
j) Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure, coverage and frequency of internal audit;
k) Discussing with internal auditors of any significant findings and follow up thereon;
l) Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board;
m) Discussing with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;
n) Reviewing the functioning of the Whistle Blower mechanism;
o) Approving the appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications
and experience; and
p) In addition, reviewing of such other functions as envisaged under Section 177 of the Act
2013, and the Listing Regulations.

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The matters reviewed and recommended in the meetings of the Audit Committee were apprised
to the Board by the Chairperson of the Audit Committee, for its approval. All the
recommendations were accepted by the Board.
(C) Meetings and Attendance
During the year 2019-20, four (4) meetings of the Audit Committee were held. The dates of the
said meetings were 30.05.2019, 14.08.2019, 14.11.2019 and 14.02.2020 respectively. The requisite
quorum was present at every meeting of the Audit Committee. The attendance of the members at
the said meetings are as follows:
S. No. Name of the Members Meetings Attended (out of 4 held)
1. Shri Rajesh Gupta 4
2. Shri Pankaj Gupta 4
3. Shri Rajender Prasad Gupta 3

3.3. Nomination & Remuneration Committee


(A) Composition
The Nomination and Remuneration Committee of Directors (NRC) comprises of Shri Rajesh Gupta
as the Chairperson of the Committee alongwith Shri Pankaj Gupta and Shri Suresh Kumar Garg
as Members of the Committee.
The Company Secretary of the Company acts as the Secretary to the Committee.
(B) Terms of Reference

• Guiding the Board for laying down the terms and conditions in relation to appointment and
removal of Director(s), Key Managerial Personnel (KMP) and Senior Management Personnel
(SMP) of the Company.

• Evaluating the performance of the Director(s) and providing necessary report to the Board for
its further evaluation and consideration.

• Retaining, motivating and promoting talent among the employees and ensuring long term
sustainability of talented SMP by creation of competitive advantage through a structured
talent review.

• Devising a policy on diversity in the Board.

• Develop a succession plan for the Board and SMP.


(C) Meetings and Attendance
During the year under review, three (3) meetings of Nomination & Remuneration Committee were
held on 30.05.2019, 14.08.2019 and 14.02.2020 respectively. The attendance of the members at
the said meetings are as follows:
S.No. Name of the Members Meetings Attended (out of 3 held)
1. Shri Rajesh Gupta 3
2. Shri Pankaj Gupta 3
3. Shri Suresh Kumar Garg 3

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(D) Remuneration Policy


This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of
the Companies Act, 2013, read along with the applicable Rules thereto and Listing Regulations,
as amended from time to time. This policy on nomination and remuneration of Directors, Key
Managerial Personnel and Senior Management has been formulated by the Nomination and
Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
3.4. Stakeholders Relationship Committee
(A) Composition
The Stakeholders Relationship Committee has been constituted under the Chairmanship of a
Non-Executive & Independent Director to look into the redressal of complaints of investors such
as delay in transfer and/or transmission of shares or non-receipt of dividend etc. The said Committee
comprises of Shri Pankaj Gupta as its Chairperson and Shri Mahabir Prasad Gupta and Smt.
Sujata Agarwal as its Members.
The Company Secretary acts as the Compliance Officer of the Company.
(B) Meetings and Attendance
During the financial year ended March 31, 2020, the Committee met four (4) times on 08.04.2019,
04.07.2019, 04.10.2019 and 08.01.2020. The attendance of the members at the meetings is as
follows:
S. No. Name of the Members Meetings Attended (out of 4 held)
1 Shri Pankaj Gupta 4
2 Shri Mahabir Prasad.Gupta 4
3 Smt. Sujata Agarwal 4
(C) Terms of Reference
The Stakeholders Relationship Committee, inter-alia, looks into Investors' Complaints/ Grievances
relating to the transfer/transmission of shares, non-receipt of dividend, non-receipt of share
certificates, issue of duplicate share certificates and other miscellaneous requests/ complaints.
The Committee also oversees and review performance of the Registrar and Transfer Agent of the
Company and recommends measures for overall improvement in the quality of investor services.
(D) Details of Complaints received and resolved
During the year under review, the Committee noted that a total of Seventy One (71) Complaints
were received from the investors and 70 complaints out of them were resolved to the full satisfaction
of the investors of the Company. There was one complaint remain unresolved at the end of the
financial year 2019-20.
The Committee addresses all the complaints, suggestions and grievances expeditiously and
replies are sent/issues are resolved within 15 days of their receipt except in case of dispute over
facts or other legal constraints. The Company ensures timely and prompt submission of its
response to the queries/clarifications sought by the Stock Exchanges, Investors and the Securities
and Exchange Board of India (SEBI) from time to time.
(E) Transfer of Unclaimed Dividend to IEPF
Pursuant to provisions of Companies Act, 2013 all unclaimed / unpaid dividend remaining unclaimed/
unpaid for a period of seven years from the date they became due for payment have been transferred
to the Investors Education and Protection Fund (IEPF) established by the Central Government.
No claim shall be entertained against the IEPF or the Company for the amounts so transferred.
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3.5. Share Transfer Committee


(A) Composition
For instant processing of investors request relating to the transfer, transmission and
dematerialization of shares, the Board has constituted a Share Transfer Committee. The said
Committee comprises of Shri Mahabir Prasad Gupta as its Chairperson and Shri Rajender
Prasad Gupta and Smt. Sujata Agarwal as its Members. The Committee meets as often as
required to transact the cases related to transfer, transmission and dematerialization of shares.
(B) Terms of Reference
The role and terms of reference of the Share Transfer Committee is to give approval of
request for transfer and transmission of physical shares, deletion of name in case of joint
shareholder of physical equity shares of the Company and also to deal with the request of
dematerialization & rematerialisation of shares lodged with the Company/Registrar and
Transfer Agent.
(C) Meetings
During the year, the Committee had met on 07.05.2019, 21.05.2019, 10.07.2019, 20.07.2019,
10.08.2019, 20.08.2019, 10.09.2019, 20.09.2019, 14.11.2019, 14.02.2020, 20.03.2020.
3.6. Corporate Social Responsibility (CSR) Committee
(A) Composition and Meetings
Shri Mahabir Prasad Gupta, Shri Rajender Prasad Gupta and Smt. Sujata Agarwal are
members of CSR Committee. During the year the members of committee had met on
30.08.2019, 14.10.2019, 11.11.2019 and 17.01.2020.
(B) Terms of Reference
• To formulate and recommend to the Board, a CSR Policy and the activities to be
undertaken by the Company as per Schedule VII of the Companies Act, 2013;
• To recommend amount of expenditure on CSR activities;
• To monitor CSR Policy of the Company.
3.7. Independent Directors' Meeting
As required under the provisions of the Companies Act, 2013, the Independent Directors of the
Company i.e. Shri Pankaj Gupta, Shri Ram Kanwar, Smt. Sujata Agarwal, Shri Suresh Kumar
Garg and Shri Rajesh Gupta met once in a year i.e. on 13.03.2020 to evaluate the performance of
Non-Independent Directors including Chairman of the Board as required under Schedule IV to the
Companies Act, 2013 (Code for Independent Directors) and Regulation 25(3) of the Listing
Regulations.
3.8 Skills, Expertise and Competencies of the Board
The Board of Directors has, based on the recommendations of the Nomination and Remuneration
Committee ('NRC'), identified the following core skills/expertise/competencies of Directors as
required in the context of business of the Company for its effective functioning:
• Leadership experience in managing companies and associations including general
management;
• Industry experience including its entire value chain and indepth experience in corporate
strategy and planning;
• Expertise in the field of science and technology given the Company's focus on research and
innovation as well as knowledge in the field of Information Technology and digitalization;
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31st Annual Report 2019-2020

• Experience in finance, tax, risk management, legal, compliance and corporate governance;
• Experience in human resources and communication;
• Relevant experience and knowledge in the matters of Safety and Corporate Social
Responsibility including environment, sustainability, community and values; and
• Having multiple geography and cross-cultural experience.
3.9 Board and Director Evaluation and Criteria for Evaluation
During the year, the Board has carried out an annual evaluation of its own performance, performance
of the Directors, as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance
Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of
Board, Individual Directors and Committees include, inter alia, the following:
Board Evaluation Evaluation of Individual Committee Evaluation
Directors
Board Structure - qualifications, Professional qualifications Mandate and composition
experience and competencies and experience
Board Diversity Knowledge, skills and Effectiveness of the
competencies Committee
Meetings - regularity, frequency, Fulfillment of functions, ability Structure of the Committee
agenda, discussion and to function as a team
recording of minutes
Functions - strategy, governance, Attendance Meetings - regularity,
compliances, evaluation of risks, frequency, agenda,
stakeholder value and respon- discussion and dissent,
sibility, conflict of interest recording of minutes
Independence of management Commitment, contribution, Independence of the Com-
from the Board, access integrity and independence mittee from the Board and
of Board and management contribution to decisions
to each other of the Board
Succession plan and In addition to the above, the -
professional development Chairman of the Board Meetings
is also evaluated on key aspects
of his role, including effectiveness
of leadership and ability to steer
meetings, impartiality and ability
to keep shareholders' interests
in mind.

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4. GENERAL BODY MEETINGS


The details of the Annual General Meetings held during the past three years and the Special
Resolutions passed thereat are given below:
Financial Date and Venue Special Resolution(s) passed
Year Time
ended

March 31, 25.09.2019 Apsara Grand • Revision in the Remuneration of Shri Abhaykumar
2019 Banquets Rajendrakumar Sharma (DIN: 07780742), Former
10:30 A.M. Whole Time Director / Executive Director of the
A-1/20B,
Company
Paschim Vihar, • Revision in the Remuneration of Shri Ajay Gupta
Rohtak Road, (DIN: 02187741), Whole Time Director / Executive
New Delhi- Director of the Company
110063 • Reappointment and Fixing of Remuneration of Shri
Sat Narain Gupta (DIN:00024660), Chairman &
Managing Director of the Company and approval of
continuation of Shri Sat Narain Gupta as Chairman
& Managing Director after attaining age of 70 years
• Reappointment and Fixing of Remuneration of Shri
Mahabir Prasad Gupta (DIN:00014681), Whole
Time Director of the Company
• Reappointment and Fixing of Remuneration of Shri
Rajender Prasad Gupta (DIN:00048888), Whole
Time Director of the Company
• Reappointment of Shri Abhaykumar Rajendrakumar
Sharma (DIN:07780742) as an Executive Director /
Whole Time Director designated as "Director
(Operations)" and "Key Managerial Personnel" of
the Company for its unit located at Mokhra
(Haryana)
• Revision in the Remuneration of Shri Ajay Gupta
(DIN:02187741), Whole Time Director / Executive
Director of the Company
• Reappointment of Shri Ajay Gupta (DIN:02187741)
as an Executive Director/ Whole Time Director
designated as "Director (Operations)" and "Key
Managerial Personnel" of the Company for its unit
located at Dahej (Gujarat)
• Appointment of Shri Kamleshwar Prasad Uniyal
(DIN:08394485) as an Executive Director / Whole
Time Director designated as "Director (Operations)"
and "Key Managerial Personnel" of the Company
for its unit located at Mokhra (Haryana)
• Approval to make changes in payment of Profit
based Commission to the Directors of the Company
• Approval of Reappointment of Shri Pankaj Gupta
(DIN:01913719) as Non- Executive Independent
Director of the Company
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31st Annual Report 2019-2020

Financial Date and Venue Special Resolution(s) passed


Year Time
ended
• Approval of Reappointment of Shri Ram Kanwar
(DIN:02277237) as Non- Executive Independent
Director of the Company and approval of continuation
of Shri Ram Kanwar as Non-Executive Independent
Director after attaining age of 75 years
• Approval of Reappointment of Smt. Sujata Agarwal
(DIN:06958738) as Non- Executive Independent
Director of the Company
• Approval of Amendment of Articles of Association
of the Company
March 31, 28.09.2018 Apsara Grand • Revision in the remuneration of Shri Ajay Gupta (DIN:
2018 10:30 A.M. Banquets 02187741), Whole Time Director/ Executive Director
of the Company
A-1/20B,
• Revision in the remuneration of Shri Abhaykumar
Paschim Vihar, Rajendrakumar Sharma (DIN: 07780742), Whole Time
Rohtak Road, Director/ Executive Director of the Company
New Delhi-
110063
March 31, 27.09.2017 Apsara Grand • Appointment of Shri Ajay Gupta (DIN:02187741) as
2017 10:30 A.M. Banquets an Executive Director/ Whole Time Director
designated as "Director (Operations)" and "Key
A-1/20B, Managerial Personnel" of the Company for its Unit
Paschim Vihar, located at Dahej (Gujarat)
Rohtak Road, • Appointment of Shri Abhaykumar Rajendrakumar
New Delhi- Sharma (DIN:07780742) as an Executive Director/
110063 Whole Time Director designated as "Director
(Operations)" and "Key Managerial Personnel" of the
Company for its Unit located at Mokhra (Haryana)
• Approve continuation of Shri Sat Narain Gupta
(DIN:00024660) as Chairman & Managing Director
after attaining age of 70 years

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5. VIGIL MECHANISM/ WHISTLEBLOWER POLICY


The Company has adopted a Whistle Blower Policy and has established the necessary vigil
mechanism as defined under Regulation 22 of SEBI Listing Regulations for Directors and Employees
to report concerns about unethical behavior. The policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been
denied access to the Audit Committee.
Disclosure Policy
In line with requirements under Regulation 30 of the Listing Regulations, the Company has framed
a policy on disclosure of material events and information as per the Listing Regulations, which is
available on our website at Investors Desk (http://www.bharatgroup.co.in/ investordesk.aspx?
mpgid=68&pgidtrail=68#investor-desk7). The objective of this policy is to have uniform disclosure
practices and ensure timely, adequate and accurate disclosure of information on an ongoing
basis.
Code for Prevention of Insider Trading
The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders
under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also
includes code for practices and procedures for fair disclosure of unpublished price sensitive
information and has been made available on the Company's website at Investors Desk (http://
www.bharatgroup.co.in/investor-desk.aspx?mpgid=68&pgidtrail=68#investor-desk8).
During the year under review, both the above Codes were amended to align them with the
amendments to SEBI (Prohibition of Insider Trading) Regulations, 2015. As per the revised Code,
the Company has also adopted Policy on Enquiry in case of leak or suspected leak of UPSI and
Policy for Determination of Legitimate Purposes. The Code of Corporate Disclosure Practices
along with the Policy for Determination of Legitimate Purposes is also available on the website of
the Company at (http://www.bharatgroup.co.in/investor-desk.aspx?mpgid=68&pgidtrail=
68#investor-desk8).
Policy for Preservation of Documents
Pursuant to the requirements under Regulation 9 of the Listing Regulations, the Board has
formulated and approved a Document Retention Policy prescribing the manner of retaining the
Company's documents and the time period up to certain documents are to be retained. The policy
percolates to all levels of the organization who handle the prescribed categories of documents.
6. DISCLOSURES
(A) Materially Significant Related Party Transactions
Your Company has not entered into any transactions of material nature with any of its related
parties that may have any potential conflict with interests of the Company. Suitable Disclosures as
required by Accounting Standard-18 (Related Party Transactions) have been made in Annual Report.
(B) Compliance
Details of non-compliance by the Company, penalties, strictures imposed on the Company by the
stock exchanges or the SEBI or any statutory authority, on any matter related to capital markets,
during the last three years 2017-18, 2018-19 and 2019-20 respectively: - Nil -
(C) Accounting Standards
The financial statements have been prepared following the prescribed Accounting Standards notified
under Section 133 of the Companies Act, 2013, and there has been no deviation in the accounting
treatment during the year.

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31st Annual Report 2019-2020

(D) Risk Management


The Company has a well-defined risk management framework in place, which helps the
management to identify and monitor the business risks on a continuous basis and initiate appropriate
risk mitigation steps as and when deemed necessary. The Company periodically places before
the Board for review, the risk assessment and minimization procedures being followed by the
Company.
(E) Compliance with mandatory requirements /adoption of non-mandatory requirements
The status of compliance with the non-mandatory recommendation is provided below:
The Board: The Chairman of the Board is an Executive Director and accordingly no separate
Chairman's office has been maintained. Further, the Company ensures that the persons appointed
as Independent Directors on the Board possess requisite qualifications and experience that may
prove beneficial to the Company.
Shareholders' Rights: The shareholders are kept informed about the financial performance of
the Company and of the significant events, if any, in the Company. The annual report, financial
results of the Company and other requisite information for the knowledge of the shareholders are
also made available on the Company's website www.bharatgroup.co.in.
Audit Qualifications: During the year under review, there was no audit qualification in the
Company's financial statements. It is always the Company's endeavor to present unqualified
financial statements.
(F) Proceeds from public issues, right issues, preferential issues etc.
The Company did not have any of the above issues during the year under review.
(G) Secretarial Audit Report
The Company has obtained Secretarial Audit Report on quarterly/Annual basis from the Company
Secretary in practice for compliance with Section 204(1) of the Companies Act, 2013, Listing
Regulations, SEBI Regulations on Takeover, Insider Trading and Depositories Participants. A text
of the Annual Secretarial Audit Report is annexed elsewhere.
(H) Management Discussion and Analysis Report
The Management Discussion and Analysis Report have been included separately in the Annual
Report to the Shareholders.
(I) CEO and CFO Certification
Certificate from Managing Director and CFO for the financial year ended on 31st March, 2020 is
annexed at the end of this report.
(J) Confirmation by the Board of Directors Regarding Acceptance of Recommendation of all
Committees
In terms of the amendments made to the Listing Regulations, the Board of Directors confirm that
during the year, it has accepted all recommendations received from all its Committees.
(K) Fees Paid to Statutory Auditor
A total fee of ` 9.00 Lakhs was paid by the Company, for all services to M/s. R.D.Garg & Co.,
Statutory Auditors.
(L) Credit Rating
CARE has given the credit rating of AA- for long term and A1+ for short term financial instruments
of the Company.

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7. MEANS OF COMMUNICATION
(a) Information to Stock Quarterly, Half-Yearly & Annual Results of the Company are published in
Exchanges and the newspapers in terms of Listing Regulations. These results are
Newspapers Publicity promptly submitted to Stock Exchange. Additionally, in stric t
compliance of Listing Regulation requirements, the Company has
always promptly reported dates of various Board Meetings, General
Meetings, Book Closures/ Record Date to the Stock Exchanges and
also published the information pertaining thereto in a leading Financial
daily for information of shareholders and also www.bharatgroup.co.in
significant information about important developments to stakeholders.
(b) Company’s Website The Company regularly posts important information such as Quarterly/
Annual Audited Financial results, Shareholding Pattern etc. on
Company’s website www.bharatgroup.co.in at the earliest.
The Company by way of press releases in leading financial newspapers
also informs significant information about important developments to
stakeholders.
(c) NSE Electronic The Shareholding Pattern, Report on Corporate Governance etc. for every
Application quarter are filed electronically on NEAPS which is a web based application
Processing System designed by National Stock Exchange of India Limited for corporates.
(NEAPS)
(d) SEBI Complaints The investors complaints are now processed in a centralized web based
Redress Systems complaints redress system termed as SEBI Complaints Redress Systems
(SCORES) (SCORES). The Action taken reports are submitted online by the Company
and resolved to the satisfaction of the investor through SCORES.
(e) DesignatedExclusive The Company has designated an E-mail-ID
E-mail ID investors.brl@bharatgroup.co.in for investor servicing.
8. GENERAL SHAREHOLDERS' INFORMATION
(i) 31st Annual General Meeting
Date & Time September 24, 2020, Thursday, 10:30 A.M.
Venue Hotel Regent Grand,
2/6, East Patel Nagar, New Delhi-110008
Book Closure September 18, 2020 to September 24, 2020
(ii) Financial Calendar : April to March every year
(iii) Dividend : `1.50 per equity share of `10/- each
Dividend Payment Date : On or before October 23, 2020
(iv) Listing on Stock Exchange and Stock Code
Stock Exchange Stock Code Equity ISIN
National Stock Exchange of India Ltd. (NSE) BHARATRAS INE838B01013
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31st Annual Report 2019-2020

(v) Market Price Information


Market price data - monthly high / low of NSE depicting liquidity of the Company's Ordinary
Shares on the said.
Month and Year NSE Market Price Data NSE Indices [Nifty 50]
`)
High (` `)
Low (` High Low
April, 2019 4599.00 4018.55 11856.15 11549.10
May, 2019 4850.00 3832.20 12041.15 11108.30
June, 2019 4450.00 3900.00 12103.05 11625.10
July, 2019 4483.10 3960.05 11981.75 10999.40
August, 2019 5079.80 3820.00 11181.45 10637.15
September, 2019 6184.95 4732.00 11694.85 10670.25
October, 2019 6340.00 5553.00 11945.00 11090.15
November, 2019 7020.00 5660.00 11802.65 7511.10
December, 2019 6449.00 5580.00 12293.90 11832.30
January, 2020 6680.00 5830.00 12430.50 11929.60
February, 2020 8155.00 6184.05 12246.70 11175.05
March, 2020 7420.00 4500.00 11433.00 7511.10
(vi) Registrar and Transfer Agent (RTA)
M/s LinkIntime India Pvt. Ltd having its office at
Noble Heights, 1st Floor, Plot NH 2, C-1 Block LSC, Near Savitri Market,
Janakpuri, New Delhi - 110 058.
Tel. Nos. : 091-11-41410592-93-94, Fax No. : 091-11-41410591
E-mail : delhi@linkintime.co.in
(vii) Share Transfer System
Shareholders may submit their request for share transfer or transmission along with the
requisite documents at the Registered Office of the Company or to M/s. Link Intime India
Pvt. Limited, Company's RTA. The share transfer/transmission requests are processed by
the RTA and after processing the same is forwarded to the Company for approval of the
Share Transfer Committee.
In terms of Listing Agreement entered into between the Company & Stock Exchange, a
practicing Company Secretary has been appointed by the Company to examine the records
and processing of share transfers and for thereafter issuance of half yearly certificate which
is sent to the Stock Exchanges. Also, in accordance with SEBI's requirement, a practicing
Company Secretary has been appointed by the Company who on quarterly basis conducts
Secretarial Audit for reconciliation of total issued share capital with depositories and in
physical mode.

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(viii) Shareholding Pattern as on March 31, 2020


Category of Shareholder Number of % of
Shares Shareholding
Total Promoters and Promoters' Group Holding (A) 31,79,204 74.8270
Public Shareholding
Mutual Funds 19,361 0.4557
Alternate Investment Funds 498 0.0117
Foreign Portfolio Investor 11,724 0.2759
Financial Institutions / Banks 2,160 0.0508
Individuals 4,03,220 9.4903
IEPF 73,518 1.7303
Foreign Nationals 200 0.0047
HUF 8,789 0.2069
NRIs 17,152 0.4037
Bodies Corporate 5,30,020 12.4748
Clearing Members 2,894 0.0681
Total Public Shareholding (B) 10,69,536 25.1730
TOTAL (A+B) 42,48,740 100.0000

(ix) Distribution of Shareholding as on March 31, 2020


Shareholding of No. of % to total No. of Share % of
` ) Shareholders Shareholders
Nominal Value (` ` ) Shareholding
Shares Amount (`
Up to 500 8,561 98.6632 3,55,598 35,55,980 8.3695
501 - 1,000 57 0.6569 39,780 3,97,800 0.9363
1,001 - 2,000 28 0.3227 39,401 3,94,010 0.9274
2,001 - 3,000 6 0.0692 14,562 1,45,620 0.3427
3,001 - 4,000 2 0.0230 6,904 69,040 0.1625
4,001 - 5,000 2 0.0230 9,362 93,620 0.2203
5,001 - 10,000 2 0.0230 15,457 1,54,570 0.3638
10,001 & above 19 0.2190 37,67,676 3,76,76,760 88.6775
TOTAL 8,677 100.0000 42,48,740 4,24,87,400 100.0000

(x) Dematerialization of shares


The Company's shares are compulsorily traded in dematerialized form and through M/s.
Link Intime India Pvt. Limited, the Registrar & Transfer Agent. We have established connectivity
with both the Depositories in India viz. National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). The International Securities Identification
Number (ISIN) allotted to our shares under the Depository System is INE838B01013.
As on March 31, 2020, 97.4049% of the paid up equity share capital of the Company has
been dematerialized.

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(xi) Plants Location


S. No. Unit Address
1 Unit-I 2 KM Stone, Madina-Mokhra Road, Village Mokhra, Distt. Rohtak - 124 022 (Haryana).
2 Unit-II 42/4, Amod Road, GIDC Industrial Estate, Dahej, Distt. Bharuch- 392 130 (Gujarat).

(xii) Address for Correspondence M/s Bharat Rasayan Limited


Secretarial Department
1501, Vikram Tower, Rajendra Place,
New Delhi - 110008.
Phone No.: 091-11-43661111
Fax No.: 091-11-43661100
(xiii) Other Material Information
In an effort to improve our services & to minimize investor grievances, we seek co-operation
of our esteemed shareholders / members in the following matters:
(a) Green Initiative: Ministry of Corporate Affairs ("MCA"), Government of India, vide its
circulars dated April 21, 2011 and April 29, 2011, has taken a "Green Initiative in the
Corporate Governance", thereby allowing Companies to serve documents to its members
through electronic mode. Subsequently, SEBI has also vide its circular dated October
05, 2011, amended the Equity Listing Agreement and directed the listed entities to
supply soft copy of Annual Reports to all those shareholders who have registered their
email address for the purpose. Accordingly members are requested to register their
Email-Ids by sending request to the Company/RTA/ concerned DPs (in case of Demat
Holding). We solicit your valuable co-operation and support in our endeavor to contribute
our bit to the Environment.
(b) Mandatory to submit PAN Card Copy (For Shares held in Physical mode): The
Securities and Exchange Board of India (SEBI) has vide its circulars dated May 20,
2009 and January 07, 2010, made it mandatory to submit a copy of PAN Card along
with other documents for effecting transfer, transmission, transposition and name deletion
of deceased holder from share certificate (in case of joint holding) in respect of shares
held in physical mode. Shareholders are therefore requested to ensure submission of a
copy of their PAN Card, as in the absence of the said document, the above said requests
in respect of shares held in physical mode will stand rejected by the Company/RTA.
(c) Change of Address: In case of change in postal address or any incompleteness /
incorrectness in address mentioned in any correspondence by the Company, the
shareholders are requested to intimate the correct/complete postal address (including
PIN Code) to the Company at the earliest to ensure proper delivery of documents. If the
shares are held in dematerialized mode, information may be sent to the DP concerned.
(d) Depository System: By virtue of SEBI Circular dated 29th May, 2000 shares of the
Company are subject to compulsorily trading in dematerialized mode on the Stock
Exchanges. For shareholder's convenience, the process for getting shares dematerialized
is as follows:
• Shareholder shall submit original share certificate(s) along with Dematerialization Request
Form (DRF) to the Depository Participant (DP);

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• DP shall process the DRF, generate a Unique Dematerialization Request No. (DRN)
and forward the DRF alongwith the share certificate(s) to the Registrar and Transfer
Agent (RTA);
• RTA after processing the DRF will confirm/reject the request to depositories;
• If confirmed by RTA, depositories will credit shareholder's account maintained with DP.
The entire process shall take approximately 15-20 days from the date of receipt of DRF. All
shareholders who hold shares of the Company in physical mode may get their shares
dematerialized to enjoy paperless and easy trading of shares.

On behalf of the Board


For Bharat Rasayan Limited

Sd/-
NEW DELHI, (SAT NARAIN GUPTA)
AUGUST 13, 2020 Chairman & Managing Director
DIN : 00024660

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND


SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for its employees including the
Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct
for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's
website.
I confirm that the Company has in respect of the year ended March 31, 2020, received from the Senior
Management Personnel of the Company a declaration of compliance with the Code of Conduct as
applicable to them.

On behalf of the Board


For Bharat Rasayan Limited
Sd/-
NEW DELHI, (SAT NARAIN GUPTA)
APRIL 1, 2020 Chairman & Managing Director
DIN : 00024660

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INDEPENDENT AUDITORS' COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE


To The Members of
BHARAT RASAYAN LIMITED
This certificate is issued in accordance with the terms of our engagement with Bharat Rasayan Limited
('the company').
We have examined the compliance of conditions of Corporate Governance by M/s. BHARAT RASAYAN
LIMITED ("the Company"), for the year ended on March 31, 2020, as stipulated in Regulations 17 to
27 and Clauses (b) to (i) of Regulation 46(2) and Para C , D and E of Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 as amended('Listing Regulations').
Management's Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This
responsibility includes the design, implementation and maintenance of internal controls and procedures
to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI
Listing Regulations.
Auditors' Responsibility
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the
Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
We have examined the books of accounts and other relevant records and documents maintained by
the Company for the purpose of providing reasonable assurance on the compliance with Corporate
Governance requirements by the Company.
Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable
assurance whether the Company has complied with the conditions of Corporate Governance as
stipulated in Listing Regulations for the year ended 31st March, 2020.
We have carried out an examination of the relevant records of the Company in accordance with the
Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered
Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the
Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance
Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)
1, Quality Control for Firms thatPerform Audits and Reviews of Historical Financial Information and
Other Assurance and Related Services Engagements.
Opinion
Based on our examination of the relevant records and according to the information and explanations
provided to us and the representations provided by the Management, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 and
Clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI Listing Regulations
during the year ended March 31, 2020.

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Restriction on use
This certificate is issued solely for the purpose of complying with the aforesaid regulations and may
not be suitable for any otherpurpose.

For R.D. Garg & CO.


CHARTERED ACCOUNTANTS

Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26, 2020 Membership No 007526
(Firm Registration No 001776N)

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BUSINESS RESPONSIBILITY REPORT


INDEX
SECTION A: General information about the Company
1 Corporate Identity Number (CIN) L24119DL1989PLC036264
of the Company
2 Name of the Company Bharat Rasayan Limited
3 Registered address 1501, Vikram Tower, Rajendra Place,
New Delhi - 110 008.
4 Website www.bharatgroup.co.in
5 Email ID investors.brl@bharatgroup.co.in
6 Financial year reported 31st March, 2020
7 Sector(s) that the Company is engaged Manufacturer of Chemical and Chemical Products;
in (industrial activity code-wise) National Industrial Classification(NIC)
Code- 20211
8 List three key products / services that Insecticides, Herbicides and Fungicides
the Company manufactures / provides
(as in Balance Sheet)
9 Total number of locations where business
activity is undertaken by the Company
** N.A. **
i. Number of international locations
(Provide details of major five)
ii. Number of nationallocations The Company's manufacturing operations are
situated at two locations, viz. Dahej and Mokhra.
10 Markets served by the Company - Our products are sold in both
Local / State/ National / International National and International market.

SECTION B: Financial details of the Company


1 Paid-up capital (` in Lakhs) `424.87
2 Total turnover (` in Lakhs) `1,21,505.10
3 Total profit after taxes (` in Lacs) `15,764.19
4 Total spending on Corporate Social 1.57%
Responsibility (CSR) as percentage
of profit after tax (%)
5 List of activities in which expenditure Refer to its specific Annexure annexed
in 4 above has been incurred to the Board's Report

SECTION C: Other details


1. Does the Company have any subsidiary company /companies? *** No ***
2. Do the subsidiary company / companies participate in the Business Responsibility (BR) initiatives
of the parent Company? If yes, then indicate the number of such subsidiarycompany(s).
*** N.A. ***

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3. Do any other entity / entities (e.g. suppliers, distributors, etc.) that the Company does business
with participate in the BR initiatives of the Company? If yes, then indicate the percentage of such
entity / entities (Less than 30%, 30%, 60%, More than 60%). *** No ***
SECTION D: BR information
1. Details of Director / Directors responsible for BR
a. Details of the Director responsible for implementation of the BR policy /policies
1. DIN Number 00024660
2. Name Shri Sat Narain Gupta
3. Designation Chairman & Managing Director

b. Details of the BR Head


1. DIN Number (if applicable) N.A.
2. Name Ms. Nikita Chadha
3. Designation Company Secretary
4. Telephone number 011-43661111
5. E-mail ID nikita.bahl@bharatgroup.co.in

2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N) The NVGs on social, environmental
and economic responsibilities of business prescribed by the Ministry of Corporate Affairs advocates
the nine principles (detailed below) as P1-P9 to be followed:

• P1 Businesses should conduct and govern themselves with Ethics, Transparency and
Accountability.

• P2 Businesses should provide goods and services that are safe and contribute to sustainability
throughout their lifecycle.

• P3 Businesses should promote the wellbeing of all employees.

• P4 Businesses should respect the interests of, and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized.

• P5 Businesses should respect and promote human rights.

• P6 Business should respect, protect, and make efforts to restore the environment.

• P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a


responsible manner.

• P8 Businesses should support inclusive growth and equitable development.

• P9 Businesses should engage with and provide value to their customers and consumers in
a responsible manner the principle wise responses are mentioned in the Annexure to this
report.

66
Principle-wise (as per NVGs) BR policy / policies (reply with Yes / No)
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No. Ethics Product Employee Stakeholder Human Environment Policy Community Customer
Life Well-Being Engagement Rights advocacy Develop- Value
Cycle ment
Sustain-
ability
1 Do you have a policy /policies for Yes Yes Yes Yes Yes Yes Yes Yes Yes
ethics, bribery and corruption cover
only the Company?
2 Has the policy been formulated in Yes Yes Yes Yes Yes Yes Yes Yes Yes
consultation with the relevant
stakeholders?
3 Does the policy conform to any The policies confirm to the nine principle of National Voluntary Guidelines (NVGs) for Business
national/ international standards? Responsibility Report. We have ISO 9001:2015 for Quality Management, the professional commitments
If yes, specify (50 words). of high order have earned the rating of ISO 14001:2015 for Environment Management System
and also ISO 45001:2018 Certification for Occupational Health & Safety norms
4 Has the policy been approved by the Yes, No Yes, Yes, No Yes, No No No
Board? If yes, has it been signed by BOD BOD BOD BOD
the MD/owner/ CEO/ appropriate
Board Director?*

67
5 Does the Company have a specified Yes Yes Yes Yes Yes Yes No Yes No
committee of the Board/ Director/
Official to oversee the implementation
of the policy?
6 Indicate the link for the policy to be View restricted to the respective stakeholders.
viewed online.
7 Has the policy been formally communi- Yes Yes Yes Yes Yes Yes Yes Yes Yes
cated to all relevant internal and
External stakeholders?
8 Does the Company have an in-house Yes Yes Yes Yes Yes Yes Yes Yes Yes
structure to implement the policy/policies?
9 Does the Company have a grievance Yes Yes Yes Yes Yes Yes Yes Yes Yes
redressal mechanism related to the
policy/policies to address stakeholders'
grievances related to the policy/Policies?
10 Has the Company carried out The Company is working to develop a process and system for evaluating the implementation of the
independent audit/ evaluation of the policies. The policies are evaluated from time to time and updated whenever required.
working of this policy by an internal
or external agency?
31st Annual Report 2019-2020
RASAYAN LIMITED

*Policies have been approved by the Board of Directors, Managing Director and Senior Management.
RASAYAN LIMITED
31st Annual Report 2019-2020

2. If answer to S. No. 1 of the annexure against any principle, is 'No', the reasons for the same have
been mentioned therein.
S. Question P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 The company has not understood NA NA NA NA NA NA NA NA NA
the Principles
2 The company is not at a stage where NA NA NA NA NA NA NA NA NA
it finds itself in a position to formulate
and implement the policies on specified
principles
3 The company does not have financial NA NA NA NA NA NA NA NA NA
or manpower resources available
for the Task
4 It is planned to be done within next NA NA NA NA NA NA NA NA NA
6 months
5 It is planned to be done within the NA NA NA NA NA NA NA NA NA
next 1 year
6 Any other reason (please specify) NA NA NA NA NA NA NA NA NA
3. Governance related to BR
• Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to
assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More
than 1 year *** Annually ***
• Does the Company publish a BR or a Sustainability Report? What is the hyperlink for
viewing this report? How frequently it is published?
The Company will publish the BR Report annually. The hyperlink for viewing the report is
www.bharatgroup.co.in.
SECTION E: PRINCIPLE -WISE PERFORMANCE
Principle 1
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No. Does
it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?
Yes, Whistle Blower Policy and Code of Conduct of Ethics.
• The Company is committed to grow in a socially and environmentally responsible way, while
meeting the interests of its major stakeholders.
• In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Whistle Blower Policy has been implemented as a mechanism for employees to
report concerns about unethical behaviour or actual or suspected fraud of all kinds, including
alleged fraud by or against the Company, abuse of authority, whether made by a named
complainant oranonymously.
• The Policy is a step towards better Corporate Governance and is available on the Company's
website.
2. How many stakeholder complaints have been received in the past financial year and what
percentage was satisfactorily resolved by the management?
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During the year under review, the Committee noted that a total of Seventy One (71) Complaints
were received from the investors and 70 complaints out of them were resolved to the full satisfaction
of the investors of the Company. There was one complaint remain unresolved at the end of the
financial year 2019-20.
Principle 2
1. List up to 3 of your products or services whose design has incorporated social or environmental
concerns, risks and/or opportunities.
The philosophy of the Company is to tie-up with innovators, especially Japanese Companies
which are eco-friendly, less toxic, safe for environment. Environmental considerations get
incorporated in each proposal through process hazard analysis and what-If analysis.
• META PHENOXY BENZALDEHYDE (MPBD)
• LAMBDA CYHALOTHRIN TECHNICAL
• METRIBUZIN
2. For each such product, provide the following details in respect of resource use (energy, water, raw
material etc.) per unit of product (optional):
(a) Reduction during sourcing/ production/ distribution achieved since the previous year throughout
the value chain?
The Company has taken up energy conservation programmes in all manufacturing units
involving our inhouse team and experts from outside and registered saving in terms of energy
and waters.
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous
year? *** N.A. ***
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
*** Yes ***
4. Has the company taken any steps to procure goods and services from local & small producers,
including communities surrounding their place of work?
Among the commitments, the Company has embraced sustainability as a way of growing business
and believe that organization which integrate material sustainability issues across through value
chain will find an opportunity to improve their performance in the medium and long term.
In all cases, company request their suppliers to comply with social, environmental, business
integrity, legal requirement and encourage them to go further and share the best practice with the
Company, so that they can improve together in the area of sustainability.
The Company encourages new development with small, medium and large vendors keeping in
mind indigenization for sourcing of raw material, intermediates to produce agro chemical and take
care of compliance and monitoring of full chain mapping of process and procedure.
Logistics is fully integrated with sustainability sourcing policy, transporters are given time to time
training for handling hazardous chemicals in case of exigency.
5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage
of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details
thereof, in about 50 words or so.
Bharat Rasayan Limited has been committed to have a mechanism to recycle products and waste.
We are recycling all recovered solvents upto 95% like toluene, methanol, iso propyl alcohol,
dichloroethane, monoethylene glycol, n-hexane etc, also we are using by products like HCl, HBr,
recovered trizenone, also we are selling our by products like Aq.AlCl3, NaHS, Na2SO3 to end users.
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Principle 3
1. Please indicate the total number of employees:
The Company had 791 employees at March 31, 2020.
2. Please indicate the total number of employees hired on temporary/contractual/casual basis: 597.
3. Please indicate the number of permanent women employees : The Company had 14 women
employees at March 31,2020.
4. Please indicate the number of permanent employees with disabilities: 2
5. Do you have an employee association that is recognized by management: No
6. What percentage of your permanent employees are members of this recognized employee
association? Nil
7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour,
sexual harassment in the last financial year and pending, as on the end of the financial year.
The Company does not engage in any form of child labour/forced labour/involuntary labour and
does not adopt any discriminatory employment practices. The Company has a policy against
sexual harassment and a formal process for dealing with complaints of harassment or discrimination.
The said policy is in line with relevant Act passed by the parliament in 2013. During the year, No
cases were happened.
8. What percentage of your under mentioned employees were given safety and skill up-gradation
training in the last year?
1. Permanent Employees : 100%
2. Permanent Women Employees : 100%
3. Casual/Temporary/Contractual Employees : 100%
(Mandatory/Required Safety Training to all contractual employees by Safety Department)
4. Employees with Disabilities : 002 (in Nos.)
Training of safety and skill up gradation is continuous process in our Company. Employee health
and safety is of prime importance to Company.
We are continuously working on improving upon competencies of our employees helping them in
skills development through training interventions.
Training wing under HR department with the help of in- house trainers and also engaging experts
in relevant areas of training are hired to impart training to employees.
Structured Training need analysis is done periodically with the help of HOD in all departments to
understand the skill gaps to enable, customize the contents.
This involves training on behavioral as well as functional related. Majority of employees and workers
have been covered undertraining.
Principle 4
1. Has the company mapped its internal and externalstakeholders? Yes/No
Yes, the Company has mapped its key internal and external stakeholders.
2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized
Stakeholders?
The Company engages with its stakeholders on an ongoing basis. It is committed to the welfare
of marginalized and vulnerable sections of the society and endeavours to meet the expectations
of the said stakeholders.

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3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable
and marginalized stakeholders? If so, provide details thereof, in about 50 words or so.
Presently the Company has not taken initiatives to engage with the disadvantaged, vulnerable
and marginalized stakeholders.
Principle 5
1. Does the policy of the Company on human rights cover only the Company or extend to the Group/
Joint Ventures/Suppliers/ Contractors/NGOs/Others?
The Company remains committed to respect and protect human rights. The Company's Code of
Business Conduct & Ethics and the human resource practices cover most of these aspects. The
Company does not hire child labour, forced labour or involuntary labour. The Company never
discriminates between its employees. This practice extends to the Bharat Group.
2. How many stakeholder complaints have been received in the past financial year and what percent
was satisfactorily resolved by the management?
No stakeholder complaints, relating to human rights, have been received in the past financial
year.
Principle 6
1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/others.
It Covers to company and its surrounding.
2. Does the company have strategies/ initiatives to address global environmental issues such as
climate change, global warming, etc? (Y/N). If yes, please give hyperlink for webpage etc.
Yes, we are monitoring our Ambient Air quality as well as Process/Vents stacks and maintain all
parameters within GPCB/CPCB limit. Also we have developed green belt around our factory
premises to reduce environmental impact of our activity. Also planted trees on Bharuch -Dahej
Road as a CSR activity. We are recycling waste water after treatment in ETP in process cooling
towers
3. Does the company identify and assess potential environmental risks? (Y/N)
We have ISO 9001:2015 for Quality Management, the professional commitments of high order
have earned the rating of ISO 14001:2015 for Environment Management System and also ISO
45001:2018 Certification for Occupational Health & Safety norms. The Company's R & D Centre
(Bahadurgarh and Dahej) is certified by the Ministry of Science and Technology, Government of
India and NABL Certification from National Accredition Board for Laboratories as a certified research
Lab.
4. Does the company have any project related to Clean Development Mechanism? If so, provide
details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report
is filed?
Environment Audit conducted by third party on yearly basis.
5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable
energy, etc. (Y/N). If yes, please give hyperlink for web page etc.
No
6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/
SPCB for the financial year being reported?
Yes

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7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not
resolved to satisfaction) as on end of FinancialYear.
None
Principle 7
1. Is your company a member of any trade and chamber or association? If Yes, Name only those
major ones that your business deals with:
1. PHD Chamber of Commerce and Industry.
2. Chemicals, Cosmetics & Dyes Export Promotion Council (CHEMEXCIL)
3. Crop Care Federation of India (CCFI).
4. Haryana Pesticides Manufacturers Association.
5. Bharuch District Manufacturers Association.
2. Have you advocated/lobbied through above associations for the advancement or improvement of
public good? (Yes/No); if yes specify the broad areas (drop box: Governance and Administration,
Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security,
Sustainable Business Principles, Others)
Yes, Economic Reforms, Inclusive Development Policies initiatives has been taken up by the
Company from time to time.
Principle 8
1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related
to Principle 8? If yes details thereof.
The Company has a well-defined CSR policy which is in line with the Companies Act, 2013. The
Company, have taken various CSR initiatives for support and development of society. The report
on the CSR projects carried by the Company is annexed with the Board's Report.
2. Are the programmes/projects undertaken through in-house team/ own foundation/external NGO/
government structures/any other organization?
The Company, through various NGOs, supports various CSR initiatives in a project/ program
mode.
3. Have you done any impact assessment of your initiative?
A report on each project and its impact on society are taken from NGOs/ Trusts which is reviewed
from time to time.
4. What is your company's direct contribution to community development projects- Amount in INR
and the details of the projects undertaken?
The Company has spent `2.47 crore on the CSR Activities during the financial year 2019-20. The
amount was spent on areas as mentioned in Annexure to the Board's Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted
by the community? Please explain in 50 words, or so.
Yes. Initiatives undertaken under CSR are tracked to determine the outcomes achieved and the
benefits to the community.
Any project that comes up for CSR is first internally reviewed and assessed by the Management.
If the Management is convinced of the project, it is put up to the CSR Committee for its consideration
and approval.

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Principle 9
1. What percentage of customer complaints/consumer cases are pending as on the end of financial
year?
The Company's uncompromising commitment to providing worldclass products and services to
customers is supported by its concern for the safety of its customers. A well-established system
is in place for dealing with customer feedback and complaints. Customers are provided multiple
options to connect with the Company through email, telephone, website, social media, feedback
forms,etc.
All complaints are appropriately redressed and resolved. As on the end of the financial year, there
was negligible percentage of unresolved complaints.
2. Does the company display product information on the product label, over and above what is
mandated as per local laws? [Yes/ No/N.A. /Remarks (additional information)]
Yes, We have affix product label having product related information in each and every bag/drum/
container. Also we have to provide term card to driver to handle the emergency during transportation.
and MSDS to our customer in every consignment.
3. What percentage of customer complaints/consumer cases are pending as on the end of financial
year.
Yes, we have received one show cause notice from GPCB and compliance reported submitted to
GPCB.
4. Is there any case filed by any stakeholder against the company regarding unfair trade practices,
irresponsible advertising and/or anti-competitive behaviour during the last five years and pending
as on end of financial year. If so, provide details thereof, in about 50 words or so.
No.
5. Did your company carry out any consumer survey/ consumer satisfaction trends?
Yes, On yearly Basis. (In this FY 2019-20 year customer satisfaction level was 90.36%)

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CEO & CFO Certification

To,
The Board of Directors,
BHARAT RASAYAN LIMITED
New Delhi.

Reg.: CEO & CFO Certification for the Financial Year 2019-20
Dear Sir or Madam,

a. We have reviewed both the Standalone and Consolidated Balance Sheets, Statements of Profit
and Loss alongwith their Schedules and Notes to Accounts, as well as the Cash Flow Statements
as at March 31, 2020, and certify that to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
ii. these statements read together present a true and fair view of the Company's affairs and are
in compliance with existing accounting standards, applicable laws and regulations.
b. We further certify that, to the best of our knowledge and belief, no transactions entered into by the
Company during the year which are fraudulent, illegal or violative of the Company's code of conduct.
c. We accept responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of internal control systems of the Company pertaining
to financial reporting and we have disclosed, based on our most recent evaluation, to the auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any,
of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d. We have indicated to the Statutory Auditors and the Audit Committee:
i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the Company's internal
control system over financial reporting.
e. We affirm that we have not denied any personnel access to the Audit Committee of the Company
(in respect of matters involving alleged misconduct).
f. We further declare that all Board members and Senior Management have affirmed compliance
with the Company's Code of Business Ethics for the financial year ended 31st March, 2020.

Sd/- Sd/-
NEW DELHI (RAKESH VERMA) (SAT NARAIN GUPTA)
JUNE 26, 2020 Chief Financial Officer Chairman & Managing Director
PAN : ABZPV9075C DIN : 00024660

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INDEPENDENT AUDITORS' REPORT


TO THE MEMBERS OF BHARAT RASAYAN LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited accompanying financial statements of BHARAT RASAYAN LIMITED ("the Company"),
which comprise the Balance Sheet as at March 31, 2020, the Standalone Statement of Profit and Loss
(including Other Comprehensive Income), standalone statement of changes in equity and standalone
statement of cash flows for the year then ended, and notes to the standalone financial statements,
including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended (Ind AS) and other accounting principles generally accepted in India, of the
standalone state of affairs of the Company as at March 31, 2020 and standalone profit, total comprehensive
income, standalone changes in equity and its standalone cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described
in the Auditors' Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the standalone financial statements for the financial year ended March 31, 2020. These matters
were addressed in the context of our audit of the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report:
KEY AUDIT MATTERS AUDITORS' RESPONSES
REVENUE RECOGNITION PRINCIPAL AUDIT PROCEDURES
PERFORMED
Estimation of provision for sales returns, We obtained the understanding of the Company's
discounts, rebates, schemes and incentives on process, policies and procedures in making the
sales impacting revenue from sale of products estimates in the given areas of sales return,
Revenue from sale of products is presented net of discount, rebates, scheme, incentives and
returns, discounts, rebates, schemes and performed the following procedures:
incentives in the consolidated Ind AS financial We evaluated and tested the design and
statement operating effectiveness of controls related to these
The estimates associated with sales returns, estimates. We assessed the assumptions used
discounts, rebates, schemes and incentives on by the management in determining the amount
sale of products have been identified as a key of provisions by studying the market conditions
audit matter as it is having a significant impact on and obtaining an understanding of key contractual
the recognized revenue and the management is agreements.

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31st Annual Report 2019-2020

KEY AUDIT MATTERS AUDITORS' RESPONSES


required to make certain judgements in respect We considered the accuracy of management's
of revenue recognition and level of expected estimates in previous years by comparing
rebates/discounts and returns which are deducted historical accrued liabilities with their subsequent
in arriving at revenue. Management is required to settlement, ratio analysis of sales return,
consider historical experience, specific contractual discounts, rebates, schemes and incentive as
terms and future expectation of revenue to a percentage of sale of last few years.
determine these estimates. Also factors such as We verified if any credit notes were issued and/
current and expected operating environment, or their adjustment after the balance sheet date
action of third parties and weather conditions have and their impact on financial statements.
a significant impact on management's judgement.

Information Other than the Standalone Financial Statements and Auditors' Report Thereon
• The Company's Management and Board of Directors is responsible for the other information. The
other information obtained at the date of this Auditors' Report is in Director's Report, Corporate
Governance Report and Management Discussion & Analysis Report, but does not include the
standalone financial statements and our Auditors' Report thereon.
• Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
• In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to
report the fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013, ("the Act") with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance (including other comprehensive
income), standalone changes in equity and standalone cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified
under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone Ind AS financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternatives but to do so.
Board of Directors are also responsible for overseeing the company's financial reporting process.
Auditor's Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's
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31st Annual Report 2019-2020

report that includes our opinion. Reasonable assurance is a high level of assurance. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, we are of the opinion that the Company is able to
continue as a going concern. Our conclusions are based on the audit evidence obtained up to the
date of our Auditors' Report.
• Evaluate the overall presentation, structure and content of the financials including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors' report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order, 2016 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
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31st Annual Report 2019-2020

give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid standalone
financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid standalone financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors.
(c) The standalone Balance Sheet, the standalone Statement of Profit and Loss, and the
standalone Cash Flow Statement dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the standalone financial
statements.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS
specified under Section 133 of the Act;
(e) On the basis of the written representations received from the Directors as on 31st March,
2020 taken on record by the Board of Directors, none of the Directors is disqualified as on
31st March, 2020 from being appointed as Director in terms of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company's internal financial controls over financial
reporting;
(g) With respect to the other matters to be included in the Auditors' Report in accordance with
the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to
us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act;
(h) With respect to the other matters to be included in the Auditors' Report in accordance with
rule 11 of the companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
(I) The Company has disclosed the amount of pending litigations having an adverse impact
on its financial position in the notes to its standalone Ind AS financial statements.
(II) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and
(III) There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.

For R.D.GARG & CO.


CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26, 2020 Membership No 007526
(Firm Registration No 001776N)

78
RASAYAN LIMITED
31st Annual Report 2019-2020

ANNEXURE-A TO THE INDEPENDENT AUDITORS' REPORT


ON STANDALONE FINANCIAL STATEMENTS OF BHARAT RASAYAN LIMITED
REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING, "REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE:
(I) a. The Company is maintaining proper records showing full particulars, including quantitative
details and situation of property, plant, equipment and investment properties;
b. The Company has a regular programme of physical verification of its property, plant, equipment
and investment properties by which these are verified in a phased manner over a period of
three years. In accordance with this programme, certain properties, plant, equipment's and
investment properties were verified during the year and no material discrepancies were noticed
on such verification. In our opinion, this periodicity of physical verification is reasonable
having regard to the size of the company and the nature of its assets.
c. According to the information and explanations given to us and on the basis of our examination
of the records of the company, the title deeds of immovable properties are held in the name
of the company.
(II) As explained to us, the inventories, except for goods-in-transit and stocks lying with third parties
has been physically verified by the Management at reasonable intervals during the year. In respect
of stocks lying with the third parties at the year-end, written confirmations have been obtained.The
discrepancies noticed during such physical verification were not material and the same have been
properly dealt with in the books of accounts.
(III) According to the information and explanations given to us, the Company has not granted any
loans, secured or unsecured to companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, clause 3(III) (a), (b) & (c) of the order are not applicable.
(IV) According to the information, explanations and representations provided by the Management and
based upon audit procedures performed, we are of the opinion that in respect of loans and
investments the Company has complied with the provisions of the Section 185 and186 of the
Companies Act, 2013. The Company has not provided any guarantees or security as specified
under Section 185 and 186 of the Companies Act, 2013.
(V) In our opinion and according to the information and explanations given to us, the company has not
accepted any deposits and hence the directives issued by Reserve Bank of India and the provisions
of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are
not applicable to the company. Accordingly, the provisions of clause3 (V) of the Order are not
applicable to the Company.
(VI) The Central Government has specified maintenance of cost records under sub-section (1) of
Section 148 of the Act, and we are of the opinion that prima facie such accounts and records are
made and maintained.
(VII) (a) According to the information and explanations given to us and on the basis of examination of
the records of Company, the Company is generally regular in depositing with appropriate
authorities undisputed statutory dues including Provident Fund, Employees' State Insurance,
Income-tax, GST, Duty of Customs, Duty of Excise, Cess and any Other Material Statutory
Dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amount payable in
respect of Provident Fund, Employees' State Insurance, Income-tax, Sales tax, Service tax,
GST, Duty of Customs, Duty of Excise, Value Added Tax or Cess and any Other Material
Statutory Dues were outstanding, at the year-end for a period of more than six months from
the date they became payable as at March 31, 2020.
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31st Annual Report 2019-2020

(c) According to the records of the Company, the dues of Income Tax, Sales Tax, Service Tax,
GST, Duty of Custom, Duty of Excise, Value Added Tax and Cess which have not been
deposited as on March 31, 2020 were all on account of pending rectification applications
towards taxes already paid for which credit not allowed and consequential levy of interest
thereon.
(VIII) In our opinion and according to the information and explanations given to us, the Company has
not defaulted in repayment of dues to its bankers/ Financial Institutions. The Company did not
have any outstanding debentures during the year
(IX) According to the information and explanations given to us, the Company did not raise any money
by way of initial public offer or further public offer (Including debt instruments). As informed to us,
there is neither any term loan outstanding nor any term loan has been taken during the year.
Hence, clause 3(IX) of the order is not applicable to the Company.
(X) During the course of examination of the books and records of the Company, carried out in
accordance with the generally accepted auditing practices in India, and according to the information
and explanations given to us, no fraud by the Company or any fraud on the Company by its
officers or employees has been noticed or reported during the year, nor have we been informed of
any such case by the management.
(XI) According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has paid / provided for managerial remuneration in
accordance with the requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Companies Act, 2013.
(XII) In our opinion and according to the information and explanations given to us, the Company is not
a Nidhi company. Accordingly, clause 3 (XII) of the Order is not applicable to the Company and
hence not commented upon.
(XIII) According to the information and explanations given to us and based on our examination of the
records of the company, transactions with the related parties are in compliance with section 177
and 188 of the Act where ever applicable and details of such transactions have been disclosed in
the standalone Ind AS financial statements as required under Indian Accounting Standard (Ind AS)
24, Related Party Disclosures specified under Sec. 133 of the Act.
(XIV) According to the information and explanations given to us and based on our examination of the
records of the company, the company has not made any preferential allotment or private placement
of shares of full or partly convertible debentures during the year and hence, reporting requirement
under clause 3(XIV) not applicable to the Company and not commented upon.
(XV) According to the information and explanations given to us and based on our examination of the
records of the company, the company has not entered into any non-cash transactions with Directors
or persons connected with them. Accordingly, provisions of clause 3(XV) of the orders are not
applicable.
(XVI)As informed to us, the company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934. Hence, reporting requirement under clause 3(XVI) not applicable to the
Company.
For R.D. Garg & CO.
CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26, 2020 Membership No 007526
(Firm Registration No 001776N)
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RASAYAN LIMITED
31st Annual Report 2019-2020

ANNEXURE-B TO THE INDEPENDENT AUDITORS' REPORT ON STANDALONE FINANCIAL


STATEMENTS OF BHARAT RASAYAN LIMITED
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OF SUB-SECTION 3
OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT") AS REFERRED TO IN
PARAGRAPH 2(f) OF 'REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'
We have audited the internal financial controls with reference to standalone financial statements of
BHARAT RASAYAN LIMITED ("the Company") as of March 31, 2020, in conjunction with our audit of
the standalone Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The company's management is responsible for establishing and maintaining internal financial controls
based on the internal control with reference to standalone financial statements criteria established by
the company considering the essential components of internal controls stated in the Guidance Note
on Audit of Internal Financial Controls With reference to standalone financial statements issued by the
Institute of Chartered Accountants of India ("ICAI'). These responsibilities included the design,
implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the orderly and efficient conduct of its business, including adherence to accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Company's Internal Financial Controls with reference
to standalone financial statements based on our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls With reference to standalone financial statements
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed
under section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls, both applicable to an audit of Internal Financial Controls and, essential components
stated in Guidance Note issued by the Institute of Chartered Accountants of India. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to standalone financial statements was established and maintained and if such controls operated
effectively in all material respects.
Our Audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial control system with reference to standalone financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to standalone financial statements
included obtaining an understanding of internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal controls based on the assessed risk. The procedures selected depend on the auditor's
judgment, including the assessment of the risk of material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidences we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control with reference to standalone financial statements is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial controls with reference to standalone financial statements
includes those policies and procedures that (1) pertain to the maintenance of records in reasonable

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detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditure of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls with reference to standalone financial statements to future periods are subject to the risk that
the internal financial controls with reference to standalone financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls
system with reference to standalone financial statements and such internal financial controls with
reference to standalone financial statements were operating effectively as at March 31, 2020, based
on the internal financial controls with reference to standalone financial statements criteria established
by the Company considering the essential components of internal controls stated in the Guidance
Note on Audit of Internal Financial Controls With reference to standalone financial statements issued
by the Institute of Chartered Accountants of India.

For R.D. Garg & CO.


CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26, 2020 Membership No 007526
(Firm Registration No 001776N)

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31st Annual Report 2019-2020

STANDALONE BALANCE SHEET AS AT 31st MARCH, 2020


` in Lakhs)
Amount (`
Particulars Note As at As at
No. 31 March, 2020 31 March, 2019
I. ASSETS
1 Non-current assets
(a) Property, Plant and equipment 3 20,298.63 14,946.80
(b) Capital work-in-progress 4 1,788.47 3,537.06
(c) Other Intangible assets 5 25.89 67.45
(d) Intangible Assets under Development 6 - -
(e) Financial Assets 7
(i) Investments 7.1 908.75 8.75
(ii) Others 7.2 165.44 154.15
(f) Other Non Current assets 8 144.50 23,331.68 495.48 19,209.69
2 Current assets
(a) Inventories 9 16,032.60 21,022.18
(b) Financial Assets 10
(i) Trade Receivables 10.1 25,058.83 27,908.74
(ii) Cash and cash equivalents 10.2 4,555.82 550.71
(iii) Bank Balance Other than (ii) above 10.3 561.64 390.88
(iv) Others 10.4 57.46 68.88
(c) Current Tax Assets( Net) 11 185.11 185.11
(d) Other Current assets 12 5,404.64 51,856.10 6,233.36 56,359.86
Total Assets 75,187.78 75,569.55
II. EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 13 424.87 424.87
(b) Other Equity 14 55,987.00 56,411.87 40,455.84 40,880.71
2 Liabilities
Non-current liabilities
(a) Financial Liabilities 15
(i) Borrowing 15.1 2,200.00 4,000.00
(b) Provisions 16 188.89 88.72
(c) Deferred Tax Liablity (Net) 17 1,043.50 1,294.11
3,432.39 5,382.83
3 Current liabilities
(a) Financial Liabilities 18
(i) Borrowing 18.1 7,185.70 20,699.44
(ii) Trade payables 18.2
a) Total Outstanding dues of Micro
Enterprises and Small Enterprises 413.18 379.59
b) Total Outstanding dues of Creditors
other than Micro Enterprises and
Small Enterprises 3,510.66 4,077.10
(iii) Others 18.3 3,631.77 3,528.73

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31st Annual Report 2019-2020

` in Lakhs)
Amount (`
Particulars Note As at As at
No. 31 March, 2020 31 March, 2019
(b) Other Current liabilities 19 312.31 169.83
(c) Provisions 20 32.84 17.41
(d) Current Tax liability (Net) 11 257.06 15,343.52 433.91 29,306.01
Total Equity and Liabilities 75,187.78 75,569.55
General Information 1
Summary of Significant Accounting Policies 2
The Notes are an integral part of these
financial statements 3 to 49

Annexure to our report of even date FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
JUNE 26, 2020

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31st Annual Report 2019-2020

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2020
` in Lakhs)
Amount (`
Particulars Note No. Year ended Year ended
31 March, 2020 31 March, 2019
I. Revenue :
Revenue from operations 21 121,505.10 99,217.72
II. Other income 22 1,681.91 251.00
III. Total Income (I + II) 123,187.01 99,468.72
IV. Expenses:
Cost of Material Consumed 23 78,999.72 72,489.98
Purchase of Stock-in-Trade 24 878.38 3,015.85
Changes in Inventories of finished goods,
work-in-progress and Stock-in-Trade 25 4,035.70 -7,141.82
Excise duty on Goods - -
Employee Benefit Expenses 26 6,908.69 5,735.88
Finance Costs 27 1,562.16 1,582.49
Depreciation and Amortization Expense 28 2,194.06 1,689.12
Other Expenses 29 7,767.61 6,406.79
Total Expenses (IV). 102,346.32 83,778.29
V. Profit/loss Before exceptional items and Tax (I - IV) 20,840.69 15,690.43
VI. Exceptional items 30 321.04 177.07
VII. Profit/(Loss) before tax (V - VI) 20,519.65 15,513.36
VIII. Tax expense: 31
(1) Current tax
- For the year 4,946.81 4,318.34
- For earlier years 59.26 (47.37)
(2) Deferred tax (net) (250.61) 89.96
Total Tax Expense (VIII) 4,755.46 4,360.93
IX Profit/(loss) for the period from continuing
operation (VII - VIII) 15,764.19 11,152.43
X Profit/(loss) from discontinued operations - -
XI Tax Expense of discontinued operations - -
XII Profit/(loss) from discontinued operations (after tax) (X-XI) - -
XIII Profit/(loss) for the period (IX+XII) 15,764.19 11,152.43
XIV Other Comprehensive Income
Items that will not be reclassified to profit and loss 32
Remeasurement gains (losses) on defined benefit plans (67.28) (19.48)
Income tax effect on Remeasurement gains (losses) on
defined benefit plans
XV Total Comprehensive Income for the period (XIII +XIV)
(Comprehensive profit and other comprehensive
income for the period) 15,696.91 11,132.95
XVI Earnings Per Equity Share (in `) : 33
(For Continuing Operation)
(1) Basic 371.03 262.49
(2) Diluted 371.03 262.49
XVII Earnings Per Equity Share (in `):
(For discontinuing Operation)
(1) Basic - -
(2) Diluted - -

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` in Lakhs)
Amount (`
Particulars Note No. Year ended Year ended
31 March, 2020 31 March, 2019
XVIII Earnings Per Equity Share (in `):
(For discontinued and continuing Operation)
(1) Basic 371.03 262.49
(2) Diluted 371.03 262.49
General Information 1
Summary of Significant Accounting Policies 2
The Notes are an integral part of these
financial statements 3 to 49

Annexure to our report of even date FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
JUNE 26, 2020

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STANDALONE STATEMENT CASH FLOW FOR THE YEAR ENDED 31st MARCH, 2020
` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before income tax & extraordinary items 20,519.65 15,513.36
Adjustments for
Depreciation 2,194.06 1,710.68
(Profit) / Loss on sale of fixed assets - 0.54
Long Term Capital Gain - -
Interest Received & Accrued (128.58) (46.81)
Interest paid 1,562.16 1,582.49
(Profit)/Loss of sale of Investments (Profit) - -
Other Comprehensive Income (67.28) (19.48)
Effect of Exchange differences on translation of
Foreign Currency (1,480.17) (169.84)
2,080.19 3,057.58
Operating Profit before working Capital Changes 22,599.84 18,570.94
Adjustments for
(Increase)/Decrease in Trade Receivables 2,849.91 (5,747.80)
(Increase)/Decrease in Inventories 4,989.57 (11,604.70)
(Increase)/Decrease in Non-Current Financial Assets Loans (11.29) -
(Increase)/Decrease in Other Non Current assets 350.98 (371.38)
Decrease / (Increase) in Other current financial asset 25.51 (7.50)
Decrease / (Increase) in Other Current assets 828.72 (3,899.60)
(Decrease) / Increase in Long term Provisions 100.17 9.82
(Decrease) / Increase in Current Trade Payables (532.85) 919.23
(Decrease) / Increase in Other financial Liability 103.04 1,231.51
(Decrease) / Increase in Other Liabilities 142.48 9.52
(Decrease) / Increase in Short term Provisions 15.43 8.79
8,861.67 (19,452.11)
Cash generated from operations 31,461.51 (881.17)
Direct Taxes Paid (5,203.03) (4,350.36)
NET CASH FROM OPERATING ACTIVITIES 26,258.48 (5,231.53)
B. CASH FLOW FROM INVESTING ACTIVITIES
Net Investment in Shares & Units (900.00) 0.02
Addition to fixed assets (Project) (5,844.66) (4,777.49)
Proceeds from sale of fixed assets - 0.68
(Profit)/Loss of sale of Investments (Profit) - -
Interest received 114.49 35.26
Decrease / (Increase) in Bank Balance other than
those taken to Cash and Cash Equivalent (170.76) (15.31)
NET CASH FROM INVESTING ACTIVITIES (6,800.93) (4,756.84)
C. CASH FLOW FROM FINANCING ACTIVITIES
Net Proceed/Repayment of borrowings (15,313.74) 11,865.07
Dividend paid (63.73) (63.73)
Dividend Distribution tax paid (13.10) (13.10)
Interest paid (1,542.05) (1,542.28)
NET CASH FROM FINANCING ACTIVITIES (16,932.62) 10,245.96

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` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
D. Effect of Exchange differences on translation of Foreign Currency 1,480.17 169.84
Net increase/(Decrease) in cash & cash equivalents (A+B+C+D) 4,005.11 427.43
Cash and cash equivalents as at 01.04.2019 550.71 123.28
Cash and cash equivalents as at 31.03.2020 4,555.82 550.71

Annexure to our report of even date FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
JUNE 26, 2020

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2020
Particulars Number of shares ` in Lakhs)
(`
A. Equity Share Capital
Balance as at April 1, 2019 4,248,740 424.87
Issue of equity shares capital during the year - -
Balance as at March 31, 2020 4,248,740 424.87
` in Lakhs)
(`
Particulars Reserves & Surplus Total
General Retained
Reserve Earnings
B. Other Equity
Balance at the beginning of the year 4,165.17 36,290.67 40,455.84
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the year 4,165.17 36,290.67 40,455.84
Profit for the year 15,764.19 15,764.19
Other Comprehensive Income for the year (net of income tax) - (67.28) (67.28)
Total Comprehensive Income for the year - 15,696.91 15,696.91
Payment of dividend on equity shares - (63.73) (63.73)
Payment of dividend tax on dividend paid to equity shares (13.10) (13.10)
Impact due to adoption of Ind As-116 (88.92) (88.92)
Transfer to general reserves - - -
Balance at the end of the year 4,165.17 51,821.83 55,987.00

Annexure to our report of even date FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
JUNE 26, 2020

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2019
Particulars Number of shares ` in Lakhs)
(`
A. Equity Share Capital
Balance as at April 1, 2018 4,248,740 424.87
Issue of equity shares capital during the year - -
Balance as at March 31, 2019 4,248,740 424.87
` in Lakhs)
(`
Particulars Reserves & Surplus Total
General Retained
Reserve Earnings
B. Other Equity
Balance at the beginning of the year 4,165.17 25,234.55 29,399.72
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the year 4,165.17 25,234.55 29,399.72
Profit for the year 11,152.43 11,152.43
Other Comprehensive Income for the year (net of income tax) - (19.48) (19.48)
Total Comprehensive Income for the year - 11,132.95 11,132.95
Payment of dividend on equity shares - (63.73) (63.73)
Payment of dividend tax on dividend paid to equity shares (13.10) (13.10)
Transfer to general reserves - -
Balance at the end of the year 4,165.17 36,290.67 40,455.84

Annexure to our report of even date FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
JUNE 26, 2020

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Notes to the Standalone Financial Statements for the year ended 31st March, 2020
1. General Information
Bharat Rasayan Limited is a public limited company domiciled in India and was incorporated on
May 15, 1989 for the business of manufacturing the Pesticides. It is a backward integration
project to manufacture Technical Grade Pesticides and Intermediates confirming to International
Standards. It is Listed on National Stock Exchange.
The address of its registered office is 1501, Vikram Tower, Rajendra Place, New Delhi 110008.
2. Basis of Preparation
2.1 Statement of Compliance
The Standalone financial statements for year ended March 31, 2020 is prepared in accordance
with Indian Accounting Standards (Ind-AS) notified under section 133 of the Companies Act, 2013
and Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
All assets and liabilities have been classified as current or non-current as per the Company's normal
operating cycle and other criteria as set out in the Division II of Schedule-III to the Companies Act,
2013. Based on the nature of the products and the time between purchase of materials for processing
and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle
as 12 months for the purpose of current or non-current classification of assets and liabilities.
2.2 Basis of Measurement
The financial statements have been prepared under the historical cost convention and on an
accrual basis, except for the following item that have been measured at fair value as required by
relevant Ind-AS.
a. Employee defined benefit plan.
b. Certain financial assets and liabilities measured at fair value.
2.3 Use of Estimates and Judgement
The preparation of financial statements in conformity with Ind AS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of
financial statements and the reported amount of income and expenses. Examples of such estimates
includes future obligations under employee retirement benefit plans and estimated useful life of
property, plant and equipment, Employee benefit expenses, provisions etc. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on a periodic basis. Future results could
differ due to changes in these estimates and difference between the actual result and the estimates
are recognised in the period in which the results are known /materialized.
2.4 Statement of Cash Flow
Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for
the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing and financing activities of the
Company are segregated based on the available information.
For the purposes of the cash flow statement, cash and cash equivalents include cash in hand,
cash at banks and demand deposits with banks, net of outstanding bank overdrafts that are
repayable on demand which are considered part of the Company’s cash management system.
The company has adopted the amendment to Ind-AS 7, which require the entities to provide
disclosures that enable users of financial Statements to evaluate changes in liabilities arising
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from financing activities, including both changes arising from cash flows and non-cash changes,
suggesting inclusion of a reconciliation between the opening and closing balances in the Balance
Sheet for liabilities arising from financing activities, to meet the disclosure requirement. The adoption
of amendment did not have any material effect on the financial statements.
2.5 Functional and Presentation Currency
Items Included in the Financial Statements are measured using the currency of primary economic
environment in which the Company operates (Functional Currency) The financial statements are
presented in Indian Rupee (INR), which is functional as well as presentation currency of company.
- Transactions in foreign currency are recorded at the rate of exchange prevailing at the time
the transactions are affected. Exchange differences arising on settlement of foreign currency
transactions are recognized in the Statement of Profit and Loss.
- Monetary items denominated in foreign currency are restated and converted into Indian
rupees using the exchange rate prevailing at the date of the Balance Sheet and the resulting
exchange difference is recognized in the Statement of Profit and Loss.
2.6 Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses, if any.Cost of asset includes the following:
(a) Cost directly attributable to the acquisition of the assets
(b) Present value of the estimated costs of dismantling & removing the items & restoring the
site on which it is located if recognition criteria are met.
Cost of replacement, major inspection, repair of significant parts is capitalized if the recognition
criteria are met.An item of property, plant and equipment is derecognized upon disposal or when
no future economic benefits are expected to arise from continued use of assets. Any gain or loss
arising on disposal or retirement of an item of property, plant and equipment is determined as the
difference between the sale proceeds and the carrying amount of the asset and is recognised in
statement of profit or loss.
As per management estimate there is no decommissioning, restoration or similar liabilities on its
property, plant and equipment hence, no adjustment has been made in this regard.
Depreciation
(a) Depreciation on Property, plant and Equipment is provided on Written down value method
(WDV) over the useful life of the assets as specified in Schedule II of the Companies Act, 2013.
(b) Each part of an item of Property, Plant and Equipment is depreciated separately if the cost
of part is significant in relation to the total cost of the item and useful life of that part is
different from the useful life of remaining asset.
The estimated useful life of assets for current and comparative period of significant items of
property plant and equipment are as follows:
Particulars Useful Life (Years)
Plant and Machinery 20
Building - factory 30
Building - others 60
Computers 3
Office Equipment’s 10
Furniture and fixtures 10
Vehicles 8
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(c) Depreciation methods, useful lives and residual values are reviewed at each reporting date.
In the case of revision, the unamortised depreciable amount is depreciated on a prospective
basis.
2.7 Intangible Assets
An intangible Asset is recognized where it is probable that the future economic benefits attributable
to the assets will flow to the company and cost of the asset can be measured reliability. Intangible
assets are stated at historical cost less accumulated amortization and impairment loss, if any.
Intangible assets are amortized over their respective estimated useful lives on a WDV basis (As
per Companies Act) from the date that they are available for use.
2.8 Investment Property
(a) Investment property comprises completed property, property under construction and property
held under finance lease that is held to earn rentals or for capital appreciation or both, rather
than for sale in the ordinary course of business or for use in production or administrative
functions.
(b) Investment Properties are stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any.
(c) The company depreciates building component of investment property over the life described
in schedule II of companies Act, 2013 from the date of original purchase.
(d) Investment properties are derecognised either when they have been disposed of or when
they are permanently withdrawn from use and no future economic benefit is expected from
their disposal. Difference between the net disposal proceeds and the carrying amount of the
asset is recognised in profit or loss in the period of de-recognition.
The Company does not owned any investment property during the year.
2.9 Inventory
(a) The consumption of raw materials is net of Input tax credit availed. Items of inventories are
measured after providing for obsolescence, if any.
(b) Inventory has been valued at moving weighted avearge cost (through SAP). In the case of
finished goods cost comprises material, labour and factory overheads. Goods in process
have been valued at the raw material cost incurred up to the stage of production plus conversion
cost apportioned.
2.10 Provisions
Provisions are recognized in respect of liabilities which can be measured only by using a substantial
degree of estimates when:-
(a) The Company has a present obligation as a result of a past event,
(b) It is Probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; and,
(c) The amount of the obligation can be reliably estimated
Provisions are reviewed at each Balance Sheet date.
Where the effect of the time value of money is material the amount of a provision shall be the
present value of the expenditure expected to be required to settle the obligation.
2.11 Revenue Recognition
Revenue from contracts with customers is recognized when control of the goods or services are
transferred to the customer at an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
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(a) Sales have been accounted for exclusive of Goods and Service tax and are net of returns
and discounts. Export benefits have been accounted for separately on accrual basis. The
Export benefits are accrued on the date of export.
(b) The company follows the accrual System of Accounting and on assumptions of an ongoing
concern. Revenue is recognized only when it can be reliably measured.
(c) Sales does not includes captive consumption and stock transfer.
Interest income is recognized on a time proportion basis taking into account the amount outstanding
and the interest rate applicable using Effective Interest rate Method.
Dividend is recognized when the shareholders right to receive payment is established, economic
benefit will flow to the entity and amount can be measured reliably.
2.12 Leases
a) Company as a lessee
(i) The Company Recognizes a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of lease liability adjusted for any lease payments made at
or before the commencement date , plus any initial direct cost incurred and an estimate
of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
(ii) The right-of-use asset is subsequently depreciated using the straight-line method from
the commencement date to the earlier of the end of the useful life of the right-to-use-
asset or the end of the lease term. The estimated useful life of the right-to-use asset is
determined on the same basis as those of property, plant and equipment. In addition,
the right-to-use asset is periodically reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability.
(iii) The lease liability is initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted using the interest rate implicit in
the lease or, if that rate cannot be readily determined, the Company’s incremental
borrowing rate.
(iv) The lease liability is measured at amortized cost using the effective interest method, it
is remeasured when there is a change in future lease payments from a change in an
index or rate. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right -of-use asset, or is recorded in
the profit and loss if the carrying amount of the right-of-use asset has been reduced to
zero.
(v) The Company presents right-of-use asset that do not meet the definition of Investment
property in the “Property plant and equipment” and lease liabilities in “other financial
liabilities” in the Balance Sheet.
(vi) Short term Lease and Leases of low value assets:-The Company has elected not to
recognize right-of-use asset and lease liabilities for short term leases that have lease
term of 12 months or less and leases of low value assets. The Company recognizes the
lease payments associated with these leases as an expense on a straight-line basis
over the lease term.
(b) As a lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is
a finance lease or an operating lease. To classify each lease, the Company makes an overall

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assessment of whether the lease transfers substantially all the risk and rewards incidental
to the ownership of the underlying asset. If this is the case, then the lease is a finance lease,
if not then it is an operating lease. As part of the assessment, the Company considers
certain indicators such as whether the lease is for the major part of the economic life of the
asset.
The Company recognizes lease payments received under operating lease as income on a
straight-line basis over the lease term as part of “Other Income”.
2.13 Impairment of Non-Financial Assets
In accordance with Ind AS-36 Impairment of Assets, the carrying amounts of Company’s assets
are reviewed at each Balance Sheet date to determine whether there is any indication of impairment.
An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value
and impairment loss is charged to the Statement of Profit & Loss in the year in which an asset is
identified as impaired.
2.14 Borrowing Cost
The company incurred no borrowing cost attributable to the acquisition or construction of any qualifying
assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its
intended use. All other borrowing costs are charged to the statement of profit and Loss.
2.15 Employee Benefits
(a) Short Term Employee Benefits
All Employee benefits payable within twelve months of rendering the services are classified
as short term benefits. Such benefits include salaries, wages, bonus, awards, ex-gratia,
performance incentive etc. and the same are recognized in the period in which the employee
renders the related services.
(b) Long Term Employee Benefits
Long-term employee benefits are recognized as an expense in the Statement of Profit and Loss
for the year based on report of Actuarial Valuation towards leave encashment & gratuity. The
expenses are recognized at the present value of the amounts payable determined using actuarial
valuation techniques.Actuarial gains or losses are recognized in other comprehensive income.
2.16 Taxes
(a) Current Income tax
Current tax is measured at the amount expected to be paid to the tax authorities using the
applicable tax rates
Current income tax assets and liabilities for current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. Liability for additional
taxes, if any, is provided / paid as and when assessments are completed/settelment of
assesment. Current tax related to OCI Items is recognized in Other Comprehensive Income
(OCI).
(b) Deferred Tax
Deferred income tax assets and liabilities are recognized for temporary differences which is
computed using the tax rates and tax laws that have been enacted or substantively enacted
at the reporting date.
Deferred income tax asset are recognized to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilized.

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The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilized.
Deferred tax related to OCI Item are recognized in Other Comprehensive Income (OCI).
Minimum Alternative Tax credit is recognised as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax during the specified
period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the
MAT credit asset is written down to the extent. there is no longer a convincing evidence to
the effect that the Company will pay normal income tax during the specified period. However
there is no unveiled MAT credit balance carried over for set off from earlier years. more over
the company has opted for corporate tax as per newly inserted section 115BAA of Income
Tax act where in provisons of mat will no longer be applicable on the company.
2.17 Earning Per Share
Basic earnings per share are calculated by dividing the net profit or loss (excluding OCI) for the
period attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period. The weighted average number of equity shares outstanding during
the period are adjusted for events of bonus issue and share split.For the purpose of calculating
diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.
2.18 Contingent Liabilities and Contingent Assets
(a) Liabilities are disclosed in either of the following cases:
(i) A present obligation arising from a past event, when it is not probable that an outflow of
resources will be required to settle the obligation; or
(ii) A reliable estimate of the present obligation cannot be made; or
(iii) A possible obligation, unless the probability of outflow of resource is remote.
(b) Contingent Liability is net of estimated provisions considering possible outflow on settlement.
(c) Contingent Liability and Provisions needed against Contingent Liability and Contingent Assets
are reviewed at each Reporting date
(d) Contingent assets are disclosed where an inflow of economic benefits is probable.
2.19 Investments in Subsidiaries, Joint venture and Associate
Investments in subsidiaries, joint venture and associate are carried at cost, less accumulated
impairment losses, if any. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down to its recoverable amount. On disposal of investments,
the difference between net disposal proceeds and the carrying amounts are recognized in the
Statement of Income and Expenditure.
2.20 Fair Value Measurement
Company measures certain financial instruments at fair value at each reporting date. Fair value is
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either:
i. in the principal market for the asset or liability, or
ii. In the absence of a principal market, in the most advantageous market for the asset or
liability.

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The principal or the most advantageous market must be accessible to the company. The fair value
of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best
interest. The company uses valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
Assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or Indirectly observable.
- Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
2.21 Dividend to Equity Shareholders
Dividend paid/payable is recognized in the year in which the related dividends are approved by
shareholders and recommded by board of directors.
2.22 Financial Instruments
Initial recognition and measurement
Financial assets and liabilities are recognized when the Company becomes a party to the
contractual provisions of the instrument. All financial assets and liabilities are initially recognized
at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial
assets and financial liabilities, that are not at fair value through profit or loss, are added to or
deducted from the fair value measured on initial recognition of financial asset or financial liability.
a. Subsequent measurement
Financial Assets
Financial assets are classified in following categories:
a) At Amortized Cost
A financial asset shall be measured at amortised cost if both of the following conditions are
met:
(i) the financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows and
(ii) The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets measured at amortised cost using effective interest rate method less
impairment if any. The EIR amortisation is included in finance income in the statement
of profit and loss.
b) At Fair Value Through Other Comprehensive Income (FVTOCL)
A debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:
• The objective of the business model is achieved both by collecting contractual cash
flows and selling the financial assets, and
• The asset’s contractual cash flows represent SPPI.

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Debt instruments included within the FVTOCI category are measured initially as well as at
each reporting date at fair value. Fair value movements are recognised in the other
comprehensive income (OCI). However, the company recognizes interest income, impairment
losses & reversals and foreign exchange gain or loss in the P&L. On de-recognition of the
asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to
P&L. Interest earned is recognised using the EIR method.
c) At Fair Value Through Profit and Loss (FVTPL)
FVTPL is a residual category for financial Assets. Any financial assets, which does not
meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at
FVTPL.
In addition, the company may elect to designate financial asset, which otherwise meets
amortized cost or FVTOCI criteria, as at FVTPL. If doing so reduces or eliminates a
measurement or recognition inconsistency. The company has not designated any financial
asset as at FVTPL.
Financial assets included within the FVTPL category are measured at fair value with all
changes recognised in the P&L.
Financial liabilities
a) Financial liabilities at Amortized Cost
Financial liabilities at amortised cost represented by trade and other payables, security
deposits and retention money are initially recognised at fair value, and subsequently
carried at amortized cost using the effective interest rate method.
b) Financial liabilities at FVTPL
The company has not designated any financial liabilities at FVTPL.
c) Derecognition
Financial Asset
A financial asset (or, where applicable, a part of a financial asset or part of a group of
similar financial assets) is derecognised only when the contractual rights to the cash
flows from the asset expires or it transfers the financial assets and substantially all
risks and rewards of the ownership of the asset.
Financial Liability
A financial liability is derecognised when the obligation under the liability is discharged
or cancelled or expires. When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a de-recognition
of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the income statement.
d) Impairment of financial assets:
Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss. The Company follows' simplified approach' for recognition of
impairment loss allowance on trade receivable. The application of simplified approach
does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its
initial recognition.

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Company assesses on a forward-looking basis the expected credit losses associated


with its assets carried at amortised cost and FVTOCI debt instruments. The impairment
methodology applies on whether there has been significant increase in credit risk.
ECL impairment loss allowance (or reversal) recognised during the period is recognised
as income/expense in the statement of profit and loss.
2.23 Non Current Assets held for Sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying
amount is to be recovered principally through a sale transaction and a sale is considered highly
probable. The sale is considered highly probable only when the asset or disposal group is available
for immediate sale in its present condition, it is unlikely that the sale will be withdrawn and sale is
expected within one year from the date of the classification. Disposal groups classified as held for
sale are stated at the lower of carrying amount and fair value less costs to sell. Property, plant and
equipment and intangible assets are not depreciated or amortised once classified as held for
sale. Assets and liabilities classified as held for sale are presented separately in the statement of
financial position.
If the criteria stated by Ind AS 105 “Non-current Assets Held for Sale and Discontinued Operations”
are no longer met, the disposal group ceases to be classified as held for sale. Non-current asset
that ceases to be classified as held for sale are measured at the lower of (i) its carrying amount
before the asset was classified as held for sale, adjusted for depreciation that would have been
recognized had that asset not been classified as held for sale, and (ii) its recoverable amount at
the date when the disposal group ceases to be classified as held for sale.
2.24 Events Occurring after Balance Sheet Date
Events occurring after Balance Sheet date are considered in the preparation of financial statements
in accordance with Ind AS 10 (Contingencies and Events Occurring After Balance Sheet Date).

99
Note No. 3
Property, Plant and Equipment Amount (`
` in Lakhs)
Particulars Land Buildings Plant and Furniture Office Computers Vehicles R&D Total
Machinery & Fixtures Equipment Haedwares Equipment
Fixtures
Cost or deemed cost
At 1 April 2018 2,365.04 7,232.34 15,498.30 127.83 89.22 131.93 100.45 116.07 25,661.18
Additions - 173.96 1,522.76 14.50 12.16 67.77 0.10 83.86 1,875.11
Disposals/Adjustments - - 60.07 - - 10.22 5.53 - 75.82
At 31th March 2019 2,365.04 7,406.30 16,960.99 142.33 101.38 189.48 95.02 199.93 27,460.47
Additions - 1,529.25 5,986.84 5.53 9.21 18.03 16.01 28.38 7,593.25
Disposals/Adjustments -
At 31st March 2020 2,365.04 8,935.55 22,947.83 147.86 110.59 207.51 111.03 228.31 35,053.72
Depreciation and impairment
At 1 April 2018 - 2,798.23 7,713.89 83.23 60.20 119.91 65.24 59.93 10,900.63
Depreciation charge for the year 435.70 1,160.41 14.25 9.83 35.02 11.94 21.56 1,688.71

100
Impairment -
Disposals/Adjustments - 60.07 - - 10.22 5.38 75.67
At 31th March 2019 - 3,233.93 8,814.23 97.48 70.03 144.71 71.80 81.49 12,513.67
Impact due to adoption of the
Ind AS-116 88.92 - - - - - - - 88.92
Depreciation charge for the year 8.30 476.05 1,584.67 12.39 8.89 29.94 9.51 22.76 2,152.51
Impairment -
Disposals/Adjustments -
At 31st March 2020 97.22 3,709.98 10,398.90 109.87 78.92 174.65 81.31 104.25 14,755.09
Net book value
At 31st March 2020 2,267.82 5,225.57 12,548.94 37.99 31.67 32.86 29.72 124.06 20,298.63
At 31 March 2019 2,365.04 4,172.37 8,146.76 44.85 31.35 44.77 23.22 118.44 14,946.80
31st Annual Report 2019-2020
RASAYAN LIMITED
RASAYAN LIMITED
31st Annual Report 2019-2020

Note :- 3.1 Impairment of Assets (Ind AS- 36) : The Management periodically assess using, external
and internal source, whether there is an indication that an assets may be impaired and
Company foresee on such impairment indication as on the balance sheet date.
Note :- 3.2 Land includes leasehold lands by GIDC (Gujarat): (i) Factory land located at Dahej (Gujarat)
valued `743.16 Lakhs (lease period starts from 11.08.2010 and is valid till 99 years); (ii)
Residential Plot at Atali, Dahej (Gujarat), valued `78.50 Lakhs (lease period for 99 years),
and (iii) Factory land located at Saykhea valued `1525.81 Lakhs (lease period starts from
February'2018 and is valid till 99 years).
Particulars ` in Lakhs)
Amount (`
NOTE NO. 4 : Capital Work in Progress
At 1 April 2018 690.08
Additions during the year 2,846.98
Adjustments/transferred during the year -
At 31 March 2019 3,537.06
Additions during the year 1,767.66
Adjustments/transferred during the year 3,516.25
At 31st March 2020 1,788.47
Net Book Value
At 31st March 2020 1,788.47
At 31 March 2019 3,537.06

NOTE NO. 5 : Intangible Assets


Cost or deemed cost
At 1 April 2018 37.63
Additions 78.07
Disposals/Adjustments -
At 31 March 2019 115.70
Additions -
Disposals/Adjustments -
At 31st March 2020 115.70
Amortisation and Impairment
At 1 April 2018 26.28
Amortisation for the year 21.97
Impairment -
Disposals/Adjustments -
At 31 March 2019 48.25
Amortisation for the year 41.55
Impairment -
Disposals/Adjustments -
At 31st March 2020 89.81

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Particulars ` in Lakhs)
Amount (`
Net Book Value
At 31 March, 2020 25.89
At 31 March, 2019 67.45
Particulars ` in Lakhs)
(`
NOTE NO. 6 : Intangible Assets Under Development
At 31 March, 2018 23.74
Additions during the year -
Adjustments (23.74)
At 31 March, 2019 -
Additions during the year -
Adjustments -
At 31 March, 2020 -
Net Book Value
At 31 March, 2020 -
At 31 March, 2019 -

` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 7 : Financial Assets Non Current
7.1 Investments
A. Investment in unquoted Equity Instruments
Unquoted-at-cost
69930 Equity Shares of `10/- each Fully
Paid-up of Pattancheru Enviro-Tech Ltd. 6.99 6.99
1761 Equity Shares of `100/- each Fully
Paid-up of Jeedimetla Effluent Treatment Ltd. 1.76 1.76
Investments in Joint Venture
(90,00,000 Equity Shares of Rs.10/- each Fully Paid-up
of Nissan Bharat Rasayan Private Limited) 900.00 -
Total 908.75 8.75
Impairment - -
Market value of Investments 908.75 8.75
7.2 Others
(Considered Good:Unsecured)
Security Deposits 165.44 154.15
Total 165.44 154.15
Note 7.2.1:- Security deposits amounting `158.88 Lakhs ( 31st March, 2019- `146.06 Lakhs) is
related to the Government Departments.
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` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 8 : Other Non Current assets
Capital Advances
Advance for Capital Goods 119.50 495.48
Other Advances-GIDC 25.00 -
Total 144.50 495.48
NOTE NO. 9 : Inventories
Raw Materials and others 6,550.90 7,672.23
Finished Goods including WIP 8,747.51 12,783.21
Stores & Spares 734.19 566.74
Total 16,032.60 21,022.18
NOTE NO. 10 : Financial Assets Current
10.1 Trade Receivables
Considered Good: Unecured
Trade receivables 25,058.83 27,908.74
Total 25,058.83 27,908.74
10.2 Cash and Cash Equivalent
Cash in Hand 5.30 4.90
Foreign Currency in hand - -
Balances with banks:-
-- Current Account 146.73 544.80
-- EEFC Account 3.79 1.01
Deposits with original maturity of 3 months or less 4,400.00 -
Total 4,555.82 550.71
10.3 Bank Balance Other than Cash and Cash Equivalents
Balances with Scheduled Bank
Dividend Account 10.25 12.00
Fixed Deposits (Margin Money) 551.39 378.88
Total 561.64 390.88
Note 10.3.1: ` 551.39 Lakhs [31st March, 2019 `378.88 Lakhs] represents fixed deposit placed with
the banks against LC/BG issued.
10.4 Other Financial Assets
Earnest Money Deposit 2.40 11.14
Interest Accrued On FDR 53.56 39.47
Insurance Claim Receivable 1.50 18.27
Total 57.46 68.88

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` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 11 : Current Tax Asset and Liability
Current tax Assets
Income tax refundable 185.11 185.11
Total 185.11 185.11
Current tax Liability
Provision for Income Tax (Net of advance tax & TDS) 257.06 433.91
Total 257.06 433.91

NOTE NO. 12 : Other Current Assets


Advance other than Capital advances
Advance to Vendors- for others 2,986.30 2,778.05
Others
Service Tax Cenvat Credit 13.64 13.64
Export Incentives Receivables 687.17 706.38
Central Excise and Custom Duties 316.03 3.29
GST Input tax Receivables 1,300.97 2,487.47
GST Refundable - 136.50
GST Electronic Cash Ledger 10.58 5.14
Vat Adjustable/Refundable - 2.46
Prepaid Expenses 89.73 82.60
Discount Receivable 0.22 17.83
Total 5404.64 6233.36

NOTE NO. 13 : Equity Share capital


Authorised share capital
2,00,00,000 Equity shares of `10/- each
(31st March, 2019: 2,00,00,000 Equity Share of
`10/- each) 2,000.00 2,000.00
2,000.00 2,000.00
Issued/Subscribed and Paid up Capital
42,48,740/- Equity shares of ` 10 each
(31st March, 2019: 42,48,740 Equity Share of
`10/- each) 424.87 424.87
424.87 424.87

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13.1 Details of shareholder holding more than 5% in the company


Name of the shareholder As at 31 March, 2020 As at 31 March, 2019
No in % holding No in % holding
Shares in the class Shares in the class
Shri Sat Narain Gupta 10,11,631.00 23.81 10,28,631.00 24.21
S.N.Gupta & Sons (HUF) 3,56,200.00 8.38 3,56,200.00 8.38
Shri Mahabir Prasad Gupta 4,22,800.00 9.95 4,22,800.00 9.95
Shri Rajender Prasad Gupta 4,92,631.00 11.60 3,31,544.00 7.80
Total 22,83,262.00 53.74 21,39,175.00 50.34
1. Rights, Preferences and Restrictions attaching to shares
Equity Shares: The Company has one class of Equity Shares having a par value of `10 per share.
Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
13.2 Reconciliation of the number of equity shares and share capital
Particulars As at 31 March, 2020 As at 31 March, 2019
` in Lakhs)
No of (` ` in Lakhs)
No of (`
shares shares

Issued/Subscribed and Paid up equity Capital


outstanding at the beginning of the year 42,48,740 424.87 42,48,740 424.87
Add: Shares Issued during the year - - - -
Issued/Subscribed and Paid up equity
Capital outstanding at the end of the year 42,48,740 424.87 42,48,740 424.87

13.3 Aggregate no. of equity shares issued as fully paid by way of bonus during the period of five years
immediately preceding the reporting date
Particulars As at As at As at As at As at
31 March, 2020 31 March, 2019 31 March, 2018 31 March, 201731 March, 2016
No. in Lakhs No. in Lakhs No. in Lakhs No. in Lakhs No. in Lakhs
Equity shares issued as Bonus - - - - -

` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 14 : Other Equity
General Reserve 4,165.17 4,165.17
Retained Earnings 51,821.83 36,290.67
Total 55,987.00 40,455.84

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` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
14.1 General Reserve
(a) General Reserve
As per last Balance sheet 4,165.17 4,165.17
Closing Balance 4,165.17 4,165.17

14.2 Retained Earnings


(b) Retained Earnings
As per last Balance Sheet 36,290.67 25,234.55
Impact due to adoption of Ind AS-116 (88.92) -
Add: Profit after Tax 15,764.19 11,152.43
Less: Transfer to General Reserve - -
Less: Dividend declared and paid during the year (63.73) (63.73)
Less: Dividend distribution tax on dividend declared and paid (13.10) (13.10)
Items of Other comprehensive income recognised directly
in retained earnings
Remeasurements of defined benefits plans, net of tax (67.28) (19.48)
Closing Balance 51,821.83 36,290.67

Nature and Purpose of Other Reserves:


(a) Retained Earnings
Retained Earnings represents the undistributed profits of the Company.
(b) General Reserve
General Reserve represents the statutory reserves, this is in accordance with Corporate Law
wherein a portion of profit is apportioned to General Reserve. Under Companies Act, 2013, the
transfer of any amount to General Reserve is at the discretion of the Company.

Distributions Made and Proposed


Cash dividend on Equity shares declared and paid
Dividend paid during 2019-20: ` 1.50 per share
(for the FY 2018-19: ` 1.50 per share) 63.73 63.73
Dividend distribution tax on final dividend 13.10 13.10
76.83 76.830

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` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
Proposed Dividend on Equity shares*
Dividend for 31 March, 2020: ` 1.50 per share
(31 March, 2019: ` 1.50 per share ) 63.73 63.73
Dividend distribution tax on proposed dividend 13.10 13.10
76.83 76.83

NOTE NO. 15 : Financial Liability Non Current


15.1 Borrowings
Unsecured
Long Term Loans Others
From Directors* 2,200.00 4,000.00
2,200.00 4,000.00
*During the FY 2019-20 Effective interest rate on loans taken from the Directors is 9.00% p.a ( Financial
Year - 2018-19: 9.00% p.a )

NOTE NO. 16 : Provisions for Employee Benefits


Leave Encashment 112.89 88.72
Gratuity 76.00 -
Total 188.89 88.72
Note: The provision for employee benefits includes retirement benefits of Leave encashment, for other
disclosures refer Note no-40.

NOTE NO. 17 : Deferred Tax


Deferred tax Liablities
(a) Depreciation and Amortisation 968.79 1,332.36
(b) Others 163.32 -
Total of Deferred Tax Liabilities 1,132.11 1,332.36
Deferred tax Assets
(a) Employee Benefits 88.61 38.25
Total of Deferred Tax Assets 88.61 38.25
Net Deferred Tax Liability/ (Assets) 1,043.50 1,294.11

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` in Lakhs)
Amount (`
Particulars Others Property, Plant and Employee Total
Equipment, Benefits
Intangible Assets
Movement in deferred tax liability/ (asset)
At 1 April 2018 - 1,241.50 (37.34) 1,204.16
Charged/(credited) during 2018-19
To Profit & Loss - 90.86 (0.91) 89.95
To other comprehensive income - - - -
At 31 March 2019 - 1,332.36 (38.25) 1,294.11
Charged/(credited) during 2019-20
To Profit & Loss 163.32 (363.57) (50.36) (250.61)
To other comprehensive income - - - -
At 31 March 2020 163.32 968.79 (88.61) 1,043.50
` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 18 : Financial Liability Current
18.1 Borrowings
Secured Loan
(i) Cash Credit
Cash Credit Accounts 2,734.43 7,915.11
Unsecured Loan
(i) Short Term Loans from Others
Other Short Term Loan - 8,500.00
(ii)Short Term Loans from related parties
Related Parties 4,451.27 4,284.33
Total 7,185.70 20,699.44
18.1.1 Secured Loans and Cash Credits :
Particulars Average Rate of Repayment Security
Interest Terms
1. Cash Credit FY 2019-20:- Cash Credit Primary Security
Accounts SBI : 8.70% loan is First charge on Currents Assets of the Company.
(Charge on Current HDFC : 8.90% payable on Collateral
and Non-Current Yes Bank : 9% Demand. (i) First Charge on Working Capital lenders on Fixed
Assets of factories) ICICI Bank : 8.85% Assets of the Company(excluding land & Building of Dahej)
FY 2018-19:- and including (EM) of Land & Building and other fixed
SBI : 8.50% assets at Mokhra Rohtak.
HDFC : 8.70% (ii) Second Charge on the Fixed assets at Dahej unit of
Yes Bank : 9% the Company (Excludng Land & Building ) for securing
Working Capital facilities.
2. Loans from FY 2019-20:- Payable on Unsecured
Related Party Avg. 9.00% Demand.
FY 18-19:-
Avg. 9.00%
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` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
18.2 Trade Payables
a) Total Outstanding dues of Micro Enterprises 413.18 379.59
and Small Enterprises
b) Total Outstanding dues of Creditors other than 3,510.66 4,077.10
Micro Enterprises and Small Enterprises
Total 3,923.84 4,456.69
Trade Payables Includes of `413.18 lakhs (`379.59 lakhs as on 31st March, 2019) due to MSME as
on 31st March, 2020 as confirmed by the vendors.

Information in respect of micro and small enterprises as required by Micro, Small and Medium
Enterprises Development Act, 2006:
(i) Amount remaining unpaid to any supplier:
Principal amount 413.18 379.59
Interest due thereon NIL NIL
(ii) Amount of interest paid in terms of Section 16 of the MSMED NIL NIL
Act along-with the amount paid to the suppliers beyond the
appointed day.
(iii) Amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the
appointed day during the year) but without adding the
interest specified under the MSMED Act. NIL NIL
(iv) Amount of interest accrued and remaining unpaid NIL NIL
(v) Amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest
dues as above are actually paid to the small enterprises,
for the purpose of disallowances as a deductible expenditure
under Section 23 of MSMED Act NIL NIL
18.3 Other Financial Liabilities
Retention Money 112.95 102.70
Unclaimed Dividend 13.03 12.00
Bonus Payable 130.36 109.46
Other Payables (including Expenses payable) 3,375.43 3,304.57
Total 3,631.77 3,528.73
NOTE NO. 19 : Other Current Liabilities
Contract Liability
Advance from Customers 89.86 17.72
Others
Statutory dues 222.45 152.11
Total 312.31 169.83
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` in Lakhs)
Amount (`
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 20 : Provisions
Leave Encashment 15.59 17.41
Gratuity 17.25 -
Total 32.84 17.41

` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
NOTE NO. 21 : Revenue from operation
Revenue From Contracts with Customers
Gross Sales 1,19,354.68 97,345.88
Job Work Income 1,084.50 963.64
Other Operating Income
Export Incentives 1,065.92 908.20
Total 1,21,505.10 99,217.72

NOTE NO. 22 : Other Income


Exchange Difference (Net) 1,480.17 169.84
Interest received 128.58 46.81
Business Support Charges 48.34 21.00
Other Miscellaneous Income 24.82 13.35
Total 1,681.91 251.00

NOTE NO. 23 : Cost of Materials Consumed


Opening Stock: Raw Materials & others 7,672.23 3,476.88
Purchases: Raw Materials & others 77,948.49 76,685.33
85,620.72 80,162.21
Less : Closing Stock: Raw Materials & others 6,550.90 7,672.23
Total 78,999.72 72,489.98

NOTE NO. 24 : Purchase of Stock in trade


Purchase (Trading) 878.38 3015.85
Total 878.38 3,015.85

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` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
NOTE NO. 25 : Changes in Inventories of Finished Goods, Work in Progress & Stock in Trade
Opening Stock
Opening Stock
Finished Goods including WIP 12,783.21 5,641.39
12,783.21 5,641.39
Closing Stock
Finished Goods including WIP 8,747.51 12,783.21
8,747.51 12,783.21
Total 4035.70 (7141.82)

NOTE NO. 26 : Employees Benefit Expenses


#
Salary, Wages & Bonus 4,018.49 3,435.70
Provision for Leave Encashment 74.24 57.95
Directors' Remuneration 2,272.48 1,725.95
Diwali Expenses 14.23 6.09
Premium for Group Gratuity 31.02 74.51
Employer's contribution to Provident Fund, ESI, LWF 118.32 95.40
Staff and Labour Welfare Expenses 153.33 142.61
Staff Bus Expenses 153.51 133.51
Keyman Insurance Premium 18.70 11.30
Ex-gratia 54.37 52.86
Total 6,908.69 5,735.88
#Salary of `87.37 lakhs pertains to R&D, Dahej (Gujarat)

NOTE NO. 27 : Finance Costs


Interest on Working Capital Loan 716.37 860.11
Interest on Others 825.68 682.17
Interest on Income Tax 20.11 40.21
Total 1,562.16 1,582.49

NOTE NO. 28 : Depreciation & Amortization Costs


Depreciation on Tangible Assets (Refer Note-3) 2,152.51 1,667.15
Amortization on Intangible Assets (Refer Note-5) 41.55 21.97
Total 2,194.06 1,689.12

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` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March 2020 31 March 2019
NOTE NO. 29 : Other Expenses
Manufacturing Expenses
Environment, Health & Safety Expenses 782.48 391.92
Factory & Machinery Maintenance 1957.01 1537.24
Job Work Expenses 121.15 74.09
Laboratory Expenses 86.3 61.34
Power & Electricity 2408.23 1933.62
Packing Expenses 64.81 39.71
Water Expenses 100.27 53.60
Total (a) 5,520.25 4,091.52
Administravtive, Operating & Selling Expenses
Advertisement & Publicity 56.73 39.07
AGM Expenses 0.32 0.20
Analysis / Registration Expenses 113.50 130.26
Bank Charges 81.67 48.72
Book Periodicals & Subscription 11.56 41.05
Building Repairs & Maintenance 44.49 107.67
Business Promotion Expenses 40.55 38.13
Cash Discount 195.29 285.91
Commission paid 106.38 82.61
Computer Expenses 36.99 5.22
Conveyance Expenses 42.07 36.39
Electricity Charges 11.20 11.11
Filing Fees 0.44 0.08
Freight & Forwarding Outward 581.98 640.03
General / Misc. Expenses 36.17 32.34
Hire Charges 86.01 78.01
Insurance Charges 226.60 53.90
Legal & Professional Fee 110.68 179.63
Listing Fee 3.93 3.08
Office Expenses 16.69 20.25
Payment to Auditors (Refer Note No-29.1) 12.15 11.20
Postage & Telephone expenses 16.19 15.57
Printing & Stationery expenses 20.59 26.46
R & D Expenses* 137.23 158.16
Rates & Taxes 47.51 84.50

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Amount (` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
Rent paid 12.21 11.86
Security Expenses 63.23 61.01
GST paid 28.02 35.76
Tour & Travelling Expenses 63.03 63.28
Telephone and Communication Expenses 16.48 17.32
Vehicle Running & Maintenance 10.54 8.46
Rebates & Short / Excess 16.93 (11.97)
Total (b) 2,247.36 2,315.27
Grand Total 7,767.61 6,406.79

*Note: R&D Expenses:- The Company is registered as Research & Development Unit (R&D) with
Ministry of Science & Technology, Govt. of India, Department of Scientific & Industrial Research, New
Delhi, hence eligible for weighted deduction U/S 35(2AB) of the Income Tax Act on expenditure incurred
for the purpose.Company is having two Research & Development Units (R&D), detail of the same are
as under:-

Status of R&D Unit Recognized Recognized


(i) Revenue Expenditure 137.23 158.16
(ii) Capital Expenditure 28.38 266.51
Total 165.61 424.67
Grand Total (I+II) 165.61 424.67
Eligible Deductions(Revenue+Capital net of depreciation)
U/S 35(2AB) 165.61 424.67

29.1: Payment to Auditors


Payment to Auditors comprises of the following:
Statutory Audit Fee 9.00 8.25
Cost Auditors and Secretarial Auditor 3.15 2.95
Total 12.15 11.20

NOTE NO. 30 : Exceptional Items


Profit on Sale of Fixed assets - (0.54)
Contribution/Donation 321.04 177.61
Total 321.04 177.07

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` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
NOTE NO. 31 : Income Tax Expense
Current Income Tax Expenses
Current income tax charge 4,946.81 4,318.34
Adjustments in respect of current income
tax of previous year 59.26 (47.37)
Total Current Tax Expenses 5,006.07 4,270.97

Deferred Income Tax Expense


In respect of the current year (250.61) 89.96
(For details Refer Note no 17)
Total Deferred Tax Expenses (250.61) 89.96

Income tax expenses attributable to continuing operations 4,755.46 4,360.93

31.1: Tax related to items recognised in OCI during the year


Net Loss/(Gain) on remeasurements of defined benefit plans - -
Income tax charged to OCI - -

31.2 :Reconciliation between Tax Expense and the Accounting Profit


Accounting profit before tax from continuing operations 20,452.37 15,493.88
Accounting profit before income tax 20,452.37 15,493.88
At Statutory income tax rate of 25.17%
(31st March, 2019 34.944% ) 5,147.45 5,414.18
Adjustments in respect of current income
tax of previous year# 59.26 (47.37)
Tax effect of amounts which are not deductible
(taxable) in calculating Taxable income (351.59) 132.70
Tax effect of amounts which are deductible in
calculating Taxable income (104.73) (1,152.63)
Interest on Income tax impact 5.06 14.05
Total 4,755.46 4,360.93

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` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
Effective Income Tax rate 23.25% 28.15%
Income Tax expenses reported
in statement of profit and loss 4,755.46 4,360.93
Income tax attributable to a
discontinued operation -
Income tax expenses reported in
statement of Profit and loss 4,755.46 4,360.93

# For financial Year 2017-18 Company has claimed deductions U/S 80IA having tax effect of `47.37
lakhs being reflected in tax liabilty of FY 2018-19.

NOTE NO. 32 : Components of Other Comprehensive


Income (OCI)
Remeasurement of Defined benefit plans (67.28) (19.48)
Tax component of remeasurements of
defined benefit obligation - -
Total (67.28) (19.48)

NOTE NO. 33 : Earnings per share (EPS) [in `]


Basic EPS
From continuing operation 371.03 262.49
From discontinuing operation - -
Diluted EPS
From continuing operation 371.03 262.49
From discontinuing operation - -

33.1 Basic/Diluted Earning per Share


The earnings and weighted average number of equity shares used in calculation of basic and diluted
earning per share.
Profit attributable to equity holders of the company:
From Continuing operations 15,764.19 11,152.43
From discontinuing operation - -
Earnings used in calculation of
Basic/Diluted Earning Per Share 15,764.19 11,152.43
Weighted average number of shares for the purpose
of basic/Diluted earnings per share 42.49 42.49

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` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
33.2 Diluted Earning per Share
The earnings and weighted average number of equity shares
used in calculation of diluted earning per share:-
Profit attributable to equity holders of the Company:
Continuing operations 15,764.19 11,152.43
From discontinuing operation
Earnings used in calculation of diluted Earning
Per Share from continuing operations 15,764.19 11,152.43
The weighted number of equity shares for the purpose of diluted earning per share reconciles to the
weighted average number of equity shares used in calculation of basic earning per share as follows:

Weighted average number of shares for the purpose


of Basic Earnings Per Share 42.49 42.49
Effect of Dilution :
Weighted average number of shares for the purpose
of Diluted Earnings Per Share 42.49 42.49

NOTE NO. 34 : Capital Management


The company objective to manage its capital in a manner to ensure and safeguard their ability to
continue as a going concern so that company can continue to provide maximum returns to share
holders and benefit to other stake holders.
Further, company manages its capital structure to make adjustments in light of changes in economic
conditions and the requirements of the financial covenants. The company maintain an optimal capital
structure of Debt equity to reduce the cost of capital. The company's debts includes interest bearing
borrowings from Promoters/Directors.

` in Lakhs)
Amount (`
Particulars As at As at
31 March, 2020 31 March, 2019
Borrowing (Note No. 15) 2,200.00 4,000.00
Net debt 2,200.00 4,000.00
Equity (Note No. 13) 424.87 424.87
Other equity (Note No. 14) 55,987.00 40,455.84
Total equity 56,411.87 40,880.71
Net Debt equity ratio 04 : 96 09 : 91
No changes were made in the objectives, policies or processes for managing capital during the year
ended 31st March 2020.

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NOTE NO. 35 : Fair Value Measurements ` in Lakhs)


Amount (`
(i) Financial Instruments by Category
Particulars As at 31.03.2020 As at 31.03.2019
FVTPL FVTOCI Amortized FVTPL FVTOCI Amortized
Cost Cost
Financial Assets
(i) Investments in unquoted
Equity Instruments 8.75 - 900.00 8.75 - -
(ii) Security Deposits - - 165.44 - - 154.15
(iii)Trade Receivables - - 25,058.83 - - 27,908.74
(iv) Cash and cash equivalents - - 4,555.82 - - 550.71
(v) Bank Balance Other than
(iv) above - - 561.64 - - 390.88
(vi) Other financial Assets - - 57.46 - - 68.88
Total Financial Assets 8.75 - 31,299.19 8.75 - 29,073.36
Financial Liabilities
(i) Borrowing - - 9,385.70 - - 24,699.44
(ii) Trade payables - - 3,923.84 - - 4,456.69
(iii)Other financial liablities - - 3,631.77 - - 3,528.73
Total Financial Liabilities - - 16,941.31 - - 32,684.86

(ii) Assets and liabilities which are measured at amortized cost for which fair values are disclosed.
` in Lakhs)
Amount (`
Particulars As at 31.03.2020 As at 31.03.2019
Carrying Fair Carrying Fair value
Value value Value value
Financial Assets
(i) Investments in unquoted
Equity Instruments 8.75 8.75 8.75 8.75
(ii) Security Deposits 165.44 165.44 154.15 154.15
Total Financial Assets 174.19 174.19 162.90 162.90
Financial Liabilities
(i) Borrowing 9,385.70 9,385.70 24,699.44 24,699.44
Total Financial Liabilities 9,385.70 9,385.70 24,699.44 24,699.44
(a) The carrying amounts of trade receivables, cash and cash equivalents, bank balance other than
cash & cash equivalent, other financial assets, trade paybles and other financial liablities are
considered to the same as their fair values, due to short term nature.

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(b) Long term variable rate borrowings are evaluated by company on parameters such as interest
rates, specific country risk factors and other risk factors. Based on this evaluation the fair value of
such payables are not materially different from their carrying amount.
(c) For Other Financial assets and liabilities that are measured at fair value, the carrying amount are
equal to fair values.
Fair Value hierarchy as on 31.03.2020 ` in Lakhs)
Amount (`
Particulars Level 1 Level 2 Level 3 Total
Financial Assets
(i) Investments in unquoted Equity Instruments - - 8.75 8.75
(ii) Security Deposits - - 165.44 165.44
- - 174.19 174.19
Fair Value hierarchy as on 31.03.2020
Particulars Level 1 Level 2 Level 3 Total
Financial Liabilities
(i) Borrowing - - 9,385.70 9,385.70
- - 9,385.70 9,385.70
Fair Value hierarchy as on 31.03.2019
Particulars Level 1 Level 2 Level 3 Total
Financial Assets
(i) Investments in unquoted Equity Instruments 8.75 8.75
(ii) Security Deposits 154.15 154.15
- - 162.90 162.90
Fair Value hierarchy as on 31.03.2019
Particulars Level 1 Level 2 Level 3 Total
Financial Liabilities
(i) Borrowing 24,699.44 24,699.44
- - 24,699.44 24,699.44
NOTE NO. 36 : Financial Risk Management
The Company’s principal financial liabilities comprise Borrowings (including Cash Credits), Trade Payables
and other payables. The main purpose of these financial liabilities is to finance the company’s operations
and to provide guarantees to support its operation. The Company’s principal financial assets includes
trade receivables, other receivables and cash and cash equivalents that derive directly from its operations.
The Company is expose to market risk, credit risk and liquidity risk. The company financial risk
activities are governed by appropriated policies and procedures and that financial risk are identified,
measured and managed in accordance with the companies policies and risk objectives. The board of
directors reviews and agrees policies for managing each of these risk, which are summarized below:-
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate
because of changes in market prices. Market risk comprises Interest rate risk. Financial instruments
affected by market risk includes Borrowings.
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b) Interest Rate Risk


Interest rate risk is the risk that the fair value of future cash flows of a financial instruments will
fluctuate because of change in market interest rate. The company manages its interest risk in
accordance with the companies policies and risk objective.
c) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Company’s
receivables from customers. The company is exposed to credit risk from its financial activities
including trade receivable, Security deposits and other financial instruments. The maximum credit
risk as on the reporting risk is equal to the carrying value of the financial instruments.
d) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due.
The Company’s corporate treasury department is responsible for liquidity, funding as well as
settlement management. In addition, processes and policies related to such risks are overseen
by senior management. Company having Cash Credit facilities from various banks for maintaining
the short term financial requirement.
NOTE NO. 37 : Key Sources of Estimation uncertainty
The followings are the key assumptions concerning the future, and the key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities with next financial year.
a) Fair valuation measurement and valuation process
The fair values of financial assets and financial liabilities are measured using the valuation techniques
including DCF model. The inputs to these methods are taken from observable markets where
possible, but where this it is not feasible, a degree of judgement is required in arriving at fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes
in assumptions about these factors could affect the reported fair value of financial instruments.
b) Taxes
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be
available against which losses can be utilized significant management judgement is required to
determine the amount of deferred tax asset that can be recognized, based upon the likely timing
and level of future taxable profit together with future tax planning strategies.
c) Useful Life of PPE
Company has defined useful life of property plant and equipment in accordance with Schedule-II
of the Companies Act, 2013.
d) Leases
Ind AS-116 requires lessees to determine the lease term as the non-cancellable period of a lease
adjusted with any option to extend or terminate the lease, if the use of such option is reasonably
certain. The Company makes an assessment on the expected lease term on a lease-by-lease
basis and thereby assesses whether it is reasonably certain that any options to extend or terminate
the contract will be exercised. The lease term in future periods is reassessed to ensure that the
lease term relects the current economic circumstances.

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` in Lakhs))
Amount (`
S.No Particulars As at As at
31.03.2020 31.03.2019
NOTE NO. 38 : Contingent Liabilities
i) Guarantees Given to:
Dakshin Gujarat Vij Company Limited, DAHEJ, GUJARAT 193.55 150.24
The Commissioner of Customs 10.00 -
Reliance Industry Limited - 20.00
ii) Surety given to Dy. Excise & Taxation
Commissioner (S.T. Rohtak) 8.16 8.16
iii) Surety given to Customs and Central Excise
Commissioner, Jammu (J&K) 1,600.00 1,600.00
1,811.71 1,778.40
38.1 : Contingent Assets
Company having contingent assets of ` 13.63/- lakhs as on 31st March, 2020 ( ` 13.63/- lakhs as on
31s March, 2019) from various customers in respect of claims against bounced cheques.
NOTE NO. 39 :
Related Party Disclosures
39.1 : Key Management Personnel
S. No. Name Designation
1 Shri S.N.Gupta Chairman & Managing Director
2 Shri M.P.Gupta Whole Time Director
3 Shri R.P.Gupta Whole Time Director
4 Shri Ajay Gupta Executive Director
5 Shri K.P. Uniyal Executive Director
6 Shri Pankaj Gupta Independent & Non Excecutive Director
7 Shri Ram kanwar Independent & Non Excecutive Director
8 Smt. Sujata Agarwal Independent & Non Excecutive Director
9 Shri Suresh Kumar Garg Independent & Non Excecutive Director
10 Shri Rajesh Gupta Independent & Non Excecutive Director
11 Shri Rakesh Verma Chief Financial Officer
12 Ms. Nikita Chadha Company Secretary
39.2 : Other Related Person & Related Entities
S. No. Name Nature of Relationship
1 Smt. Sweety Gupta Wife of Shri S.N.Gupta
2 Shri Dinesh Gupta Son of Shri S.N.Gupta
3 Smt. Savita Gupta Wife of Shri M.P. Gupta
4 Shri Vikas Gupta Son of Shri M.P. Gupta
5 Smt. Manju Gupta Wife of Shri R.P. Gupta
6 Shri Sahil Gupta Son of Shri R.P. Gupta
7 Ms. Neha Gupta Daughter of R.P Gupta

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Related Entities
S. No. Name
1 Bharat Insecticides limited
2 B R Agrotech Limited
3 Bharat Agrochem LLP
4 S.N.Gupta & Sons (HUF)
5 M.P. Gupta & Sons (HUF)
6 R.P. Gupta & Sons (HUF)
7 Nissan Bharat Rasayan Ltd (JV Company)
39.3 : Transaction with Related Parties ` in Lakhs)
Amount (`
S. Particulars Nature of Transaction during Outstanding Amount
No. Transaction the Period Payable/(Receivables)
Year ended Year ended Year ended Year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
1 Shri S.N.Gupta Managerial Remuneration 558.84 423.73 - 3,837.64
Loan taken 1,638.56 807.50 -
Loan repaid 2,571.70 497.80 3,216.85
Interest on loan 347.05 298.13 -
2 Shri M.P.Gupta Managerial Remuneration 540.84 405.73 - 2,279
Loan taken 733.00 708.00 -
Loan repaid 1,184.00 456.00 2,041.82
Interest on loan 236.85 191.97 -
3 Shri R.P.Gupta Managerial Remuneration 1,063.89 793.67 - 377.67
Loan taken 619.00 1,100.00 -
Loan repaid 597.90 872.60 434.37
Interest on loan 39.55 32.97 -
4 Shri Kamleshwar Managerial Remuneration 42.82 0.15 - -
Prasad Uniyal
5 Shri Ajay Gupta Managerial Remuneration 66.10 57.85 - -
6 Shri Abhay Kumar Managerial Remuneration - 44.87 - -
Sharma
7 B R Agrotech Limited Sales 11,643.66 17,095.16 - 935.79
Job Work Paid 23.72 - 3,175.04
Business Support Income 34.61 - -
Material purchased 1,132.34 3,554.97 -
8 Bharat Agrochem LLP Material purchased 0.19 46.09 174.00 -
Sales 663.77 906.09 -
9 Bharat Insecticides Material purchased 1,817.39 942.21 - 1,269.09
Limited Rent paid 5.95 5.56 -
Job Work (Income) - - -
Job Work (Paid) 5.72 4.66 64.96
Business Support Income 36.31 - -
Business Support Expenese 6.51 - -
Sales 4,216.22 4,584.72 -

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` in Lakhs)
Amount (`
S. Particulars Nature of Transaction during Outstanding Amount
No. Transaction the Period Payable/(Receivables)
Year ended Year ended Year ended Year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
10 Smt. Sweety Gupta Loan received - 5.80 - 78.88
Loan repaid 4.65 4.05 80.42
Interest paid on Loan 6.87 6.79 -
11 Shri Dinesh Gupta Loan received - - - 8.22
Loan Repaid - - 8.90
Interest Paid on Loan 0.74 0.69 -
12 M.P.Gupta & Sons Loan received 140.00 - - 209.91
(HUF) Loan Repaid 83.00 54.00 284.66
Interest Paid on Loan 19.71 19.62 -
13 Smt. Savita Gupta Loan received 733.80 5.00 - 88.62
Interest Paid on Loan 18.07 7.35 244.69
Loan Repaid 594.00 12.00 -
14 Mr. Vikas Gupta Loan received 78.00 - - 958.56
Interest Paid on Loan 66.34 79.81 5.28
Loan Repaid 1,091.00 - -
15 R.P.Gupta & Sons Loan received - - - 37.72
(HUF) Interest Paid on Loan 1.00 6.61 -
Loan Repaid 38.63 97.50 -
16 Smt. Manju Gupta Loan received 190.00 197.00 - 161.40
Interest Paid on Loan 13.07 15.93 204.17
Loan Repaid 159.00 247.50 -
17 Mr. Sahil Gupta Loan received 235.00 198.00 - 237.68
Interest Paid on Loan 11.32 15.37 116.87
Salary Paid 4.70 4.65 -
Loan Repaid 366.00 58.00 -
18 Ms Neha Gupta Loan received - - - -
Interest Paid on Loan - 0.89 -
Loan Repaid - 15.79 -
19 S.N. Gupta & Sons Loan Received 4.00 8.00 - 8.32
(HUF) Loan Repaid - - 13.25
Interest Paid on Loan 1.03 0.36 -
Rent paid 12.00 12.00 -

Note:- Related Party Transactions are as identified by the Company.

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NOTE NO. 40 : Retirement Benefits


The summarized position of Post-employment benefits and long term employee benefits recognized in
the statement of Profit & Loss and Balance Sheet are under:-
(a) Change in the present value of the obligation ` in Lakhs)
Amount (`
As at 31.03.2020 As at 31.03.2019
Particulars Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
Opening Present value of obligation 337.20 106.13 266.02 87.51
Interest Cost 25.80 8.12 20.75 6.83
Current service cost 49.88 28.39 37.93 22.44
Past service cost including cutailment
gains/losses - - - -
Benefits paid (22.57) (52.39) (6.80) (44.60)
Actuarial loss/(gain) on obligations 63.26 38.23 19.3 33.95
Closing Present value of obligation 453.56 128.48 337.20 106.13

(b) Change in present value of plan asset


Opening Fair value of plan assets 377.78 NIL 304.99 NIL
Difference in Opening -
Expected return on plan assets 24.88 NIL 23.61 NIL
Employers contribution - NIL 55.98 NIL
Benefits paid (22.57) NIL (6.80) NIL
Actuarial (loss)/gain on obligations - NIL - NIL
Closing Fair value of plan assets 380.09 NIL 377.78 NIL

(c) Amount recognized in Balance Sheet


Estimated present value of obligations at
end of the year 453.56 128.48 337.20 106.13
Fair value of plan assets at the end of year 380.09 - 377.78 -
Funded Status (73.47) (128.48) 40.58 (106.13)
Net liability recognized in balance sheet 73.47 128.48 (40.58) 106.13

(d) Expense recognized in the Statement of Profit & Loss


Current service cost 49.88 28.39 37.93 22.44
Interest Cost (3.11) 8.12 (3.04) 6.83
Acturial Gain and loss - 38.23 - 33.95
Total expenses recognized in
Profit & Loss Account 46.78 74.74 34.89 63.22

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` in Lakhs)
Amount (`
As at 31.03.2020 As at 31.03.2019
Particulars Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
(e) Remeasurement recognized in Other Comprehensive Income
Actuarial gain/ (loss) for the year on Asset (4.02) - (0.18) -
Actuarial gain/ (loss) for the year on PBO (63.26) - (19.30) -
Unrecognized actuarial gain/ (loss)
for the year (67.28) - (19.48) -
(f) Principal actuarial assumption as expressed as weighted average
Discount rate 6.76% 6.76% 7.65% 7.65%
Expected rate of salary increase 5.00% 5.00% 5.00% 5.00%
Method used Projected Unit Credit Method Projected Unit Credit Method
(g) Bifurcation of PBO at the end of year in Current and Non-Current
Current liability
(Amount due within one year) 17.25 15.59 15.71 17.41
Non-Current liability
(Amount due over one year) 436.31 112.89 321.48 88.72
Total PBO at the end of year 453.56 128.48 337.19 106.13
(h) Sensitivity Analysis:
The above sensitivity analysis is based on a change in an assumption while holding all other
assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions
may be correlated. When calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method (projected unit credit method) has been applied as when
calculating the defined benefit obligation recognised within the statement of financial position.
Change in Change in Effect on Gratuity Effect on Leave
assumptions obligation Encashment
Discount Rate +0.5% (18.41) (5.87)
-0.5% 19.82 6.38
Salary Growth Rate +0.5% 20.07 6.46
-0.5% (18.79) (5.99)
(i) Maturity Profile of Defined Benefit Obligation ` in Lakhs)
Amount (`
S.No Year Gratuity -Amount Leave-Amount
a) 0 to 1 Year 17.25 15.59
b) 1 to 2 Year 22.49 3.07
c) 2 to 3 Year 38.28 7.99
d) 3 to 4 Year 24.52 5.97
e) 4 to 5 Year 46.61 11.48
f) 5 to 6 Year 27.18 5.55
g) 6 Year onwards 277.23 78.84
NOTE NO. 41 : Corporate Social Responsibility
As per the requirement of the provisions of Companies Act, 2013, the Company has made Corporate
Social Responsibility contribution.
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Note 42 : 'Ind AS-115 'Revenue from contracts with Customers Disclosures


(a) Disaggregation of revenue
Below is the disaggregation of the Company's revenue from contracts with customers:
For the year ended March 31, 2020 ` in Lakhs)
Amount (`
Type of goods or service Sale of Products Job Work Income Total
Timing of satisfaction of
performance obligation:
Over time - - -
At a point in time 1,19,354.68 1,084.50 1,20,439.18
Total 1,19,354.68 1,084.50 1,20,439.18

Method for measuring performance obligation:


Input method 1,19,354.68 1,084.50 1,20,439.18
Output method - - -
Total 1,19,354.68 1,084.50 1,20,439.18

For the year ended March 31, 2019 ` in Lakhs)


Amount (`
Type of goods or service Sale of Products Job Work Income Total
Timing of satisfaction of
performance obligation:
Over time - - -
At a point in time 97,345.88 963.64 98,309.52
Total 97,345.88 963.64 98,309.52

Method for measuring performance obligation:


Input method 97,345.88 963.64 98,309.52
Output method - - -
Total 97,345.88 963.64 98,309.52

(b) The Company has applied modified restrospective approach for the application of Ind AS 115
"Revenue from contracts with customers" and the effect is Nil on retained earnings as at April 1,
2019.
(c) Contract Balances ` in Lakhs)
Amount (`
Particulars As at March 31, 2020 As at March 31, 2019
Contract balances
Trade receivables (Note 10.1) 25,058.83 27,908.74
Contract assets - -
Contract liabilities (Note 19) 89.86 17.72

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(i) Trade receivables are non-interest bearing and the customer profile include MNC, Public and
Private sector enterprises. The Company’s operating cycle is 12 months. General payment terms
include payments with a credit period of 90 days.
(ii) Contract assets is recognised over the period in which services are performed to represent the
Company's right to consideration in exchange for goods or services transferred to the customer.

Particulars As at March 31, 2020 As at March 31, 2019


Contract Asset at the beginning of the year - -
Transfer from Contract Asset to Trade Receivable - -
Contract Asset at the end of the year - -
(iii) Contract Liabilities represents the amount of advance received from Customers.
Particulars As at March 31, 2020 As at March 31, 2019
Contract Liabilities at the beginning of the year 17.72 30.36
Contract Liabilities at the end of the year 89.86 17.72
(d) The following table shows how much of the revenue recognised in the current reporting period
relates to brought–forward contract liabilities.
Particulars As at March 31, 2020 As at March 31, 2019
Amount received as advance from customers - 30.36
Amount recognised as a revenue during the year 17.72 30.36
Amount due to customers - -
There was no revenue recognised in the current reporting period that related to performance obligations
that were satisfied in a prior year.
43 Disclosure as required by Ind AS 1 "Presentation of Financial Statements"
Changes in significant accounting policies:
Policy of ‘Leases’ has been modified in the significant accounting policies due to the applicability
of Ind AS 116 "Leases".
Ind AS 116 was notified with effect from April 1, 2019 which replaces Ind AS 17. Ind AS 116 sets
out the principles for the recognition, measurement, presentation and disclosure of leases and
requires lessees to recognise most leases on the balance sheet.
Lessor accounting under Ind AS 116 is substantially unchanged from Ind AS 17. Lessors will
continue to classify leases as either operating or finance leases using similar principles as in Ind
AS 17. Therefore, Ind AS 116 did not have an impact for leases where the Company is the lessor.
The Company adopted Ind AS 116 using the modified retrospective method of adoption with the
date of initial application of April 1, 2019. Under this method, the standard is applied retrospectively
with the cumulative effect of initially applying the standard recognised at the date of initial application.
The Company elected to use the transition practical expedient not to reassess whether
contract is or contains lease at April 01, 2019. Instead, the Company applied the standards
only to contracts that were previously identified as leases applying Ind AS 17.

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The effect of adoption Ind AS 116 as at April 01 2019 (increase/(decrease)) is as follows:


(Rs in Lakhs)
Particulars Amount
Assets
Property, plant and equipment (88.92)
Prepayments -
Total assets (88.92)
Liabilities
Financial liabilities - Lease liabilities -
Total liabilities -
Other Equity (88.92)
The Company has lease contracts for office buildings, land and godowns. Before the adoption of
Ind AS 116, the Company classified each of its leases (as lessee) at the inception date as either
a finance lease or an operating lease. Upon adoption of Ind AS 116, the Company applied a single
recognition and measurement approach for all leases except for short-term leases.
Company has recognized the right of use assets under the head of the Property, Plant and
Equipment as per the guidance given under Ind AS-116.
Leases previously classified as finance leases
The Company did not change the initial carrying amounts of recognised assets at the date of
initial application for leases previously classified as finance leases (i.e., the right-of-use assets
equal the lease assets recognised under IAS 17). The requirements of Ind AS 116 were applied to
these leases from April 01, 2019 by adjustment through modified retrospective method.
Leases previously accounted for as operating leases
The Company recognised right-of-use assets and lease liabilities for those leases previously
classified as operating leases, except for short-term leases. The lessee recognizes a lease
liability measured at the present value of the remaining lease payments, discounted using the
lessee’s incremental borrowing rate at the date of initial application and correspondingy measured
the right-of-use asset at an amount equal to the lease liability, adjusted for previously recognized
prepaid or accrued lease payments.
The Company also applied the available practical expedients wherein it:
(i) Used a single discount rate to a portfolio of leases with reasonably similar characteristics
(ii) Applied the short-term leases exemptions to leases with lease term that ends within 12
months of the date of initial application and the total lease term is less than 12 months
(iii) Excluded the initial direct costs from the measurement of the right-of-use asset at the date
of initial application
(iv) Used hindsight in determining the lease term where the contract contained options to extend
or terminate the lease
44 Ind AS-116 "Leases Disclosures are as under:-
a) Company as a Lessee
The Company as a lessee has entered into various lease contracts, which includes lease of
land, office space and godowns. Before the adoption of Ind AS 116, the Company classified
each of its leases (as lessee) at the inception date as either a finance lease or an operating
lease.
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Right of Use Assets


Company has recognized the right of use assets under the head of the Property, Plant and
Equipment as per the guidance given under Ind AS-116. The carrying amounts of right-of-use
assets recognised and the movements during the year are disclosed below.
Amount (`` in Lakhs)
Particulars As at 31st March 2020
Balance at April 1, 2019 821.66
Addition -
Impact due to adoption of the Ind AS-116 88.92
Depreciation charge during the year 8.30
Disposals/adjustments during the year -
Balance at March 31, 2020 724.44
Set out below are the carrying amounts of lease liabilities recognised and the
movements during the year: ` in Lakhs)
Amount (`
Particulars As at 31st March 2020
Balance at April 1, 2019 -
Addition -
Accredition of interest -
Payments -
Balance at March 31, 2020 -
Current -
Non-current -
Amounts recognised in Statement of Profit and Loss ` in Lakhs)
Amount (`
Particulars For the year ended
31st March 2020
Depreciation expense of right-of-use assets 8.30
Interest expense on lease liabilities -
Expense relating to short-term leases 12.21
20.51
45 Covid-19 Disclosures
The World Health Organisation (WHO) declared outbreak of novel Coronavirus (COVID -19) a
global pandemic on March 11, 2020. Consequent to this, Government of India declared nationwide
lockdown on March 24, 2020 and ordered temporarily closure of non-essential businesses, imposed
restrictions on the movement of goods and services, travel etc.
The plant operations of the Company were under shutdown due to nationwide lockdown. In view of
the unprecedented COVID-19 pandemic and economic forecasts, the Management has assessed
the recoverability of its assets including receivables & inventories. In such assessment, the
Company has considered internal and external information upto the date of approval of these
financial statements including economic forecasts. The Company has performed analysis on the
assumptions used and based on current indicators of future economic conditions, the Company
expects to recover the carrying amount of these assets. The impact of the global health pandemic
may be different from that estimated as at the date of approval of these financial statements and
the Company will continue to closely monitor any material changes to future economic conditions.
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Management continues to monitor the impact that the COVID-19 pandemic is having on the
Company, the specialty chemical industry and the economies in which the Company operates.
(i) Financial performance
The Company believes that for the year 2019-20, there has been no significant impact of
Covid19 pandemic on the financial performance of the Company in terms of revenue and
profitability of the Company.
(ii) Liquidity
The Company has access to sufficient liquidity for its operation.
The Company expects to recover the carrying amount of its assets comprising property,
trade receivables, deferred taxes, other financial and non-financial assets etc. in the ordinary
course of business based on information available on current economic conditions.
(iii) Steps taken for smooth functioning
During the lockdown period, the Company has taken various steps towards rethinking the
new normal for the business post COVID-19 lockdown. The working at non-critical locations
of the Company was streamlined with work from home norms and roster for the employees
as per the guidelines issued by the government authorities was finalised. Further, the Company
has put in place stringent monitoring processes for COVID-19 ensuring the following:
(i) Thermal Screening of all employees and visitors
(ii) Sanitizing the premises and vehicles on regular basis
(iii) Maintenance of social distancing at all work places
(iv) Enforcing wearing of masks and regular cleaning of hands
(v) Regular health updates of all the employees and their families
46 Disclosures in compliance with Ind AS 27 "Separate Financial Statements" are as under:
Bharat Rasayan Limted has established a Joint venture company "Nissan Bharat Rasayan Private
Limited" with the Nissan Chemical Corporation by agreement dated 18.02.2020 in the investment
proportion of the 30% and 70% respectively.
Equity investments in joint ventures are measured at cost as per the provisions of Ind AS 27 on
'Separate Financial Statements'.
Investment in Joint Venture Company:
Name Of Company Principal Place of Principal Proportion of
Business and Activities ownership interest
Country of and voting power
Incorporation held by the company
Nissan Bharat Rasayan India Manufacturing of 30.00%
Agro-chemicals
47 Operating segment are reported in the manner consistent with the internal reporting provided to
chief operating decision maker(CODM). CODM has identified only one operating segment, hence
no separate disclosure are required.
48 Events occuring after the Reporting date
Company has entered in agreement to sale for a land situated at DP 53-55 Sayakha-1 GIDC
Industrial Estate Sayakha-392140 Taluka -Vagra District-Bharuch Gujarat with its Joint Venture
Company "Nissan Bharat Rasayan Private Limited" for a sum of `1984.81/- lakhs on dated 21st
May, 2020."
49 Approval of financial statement
The Standalone financial statements were approved for issue by the Board of Directors on 26th
June, 2020.
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INDEPENDENT AUDITORS' REPORT


TO THE MEMBERS OF BHARAT RASAYAN LIMITED
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited accompanying financial statements of BHARAT RASAYAN LIMITED ("the Company")
and its joint venture company (both together referred to as the "Group"), which comprise the consolidated
Balance Sheet as at March 31, 2020, the consolidated Statement of Profit and Loss (including Other
Comprehensive Income), consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Companies Act 2013
("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended (Ind AS) and other accounting principles generally accepted in India,of the
consolidated state of affairs of the Company as at March 31, 2020 and consolidated profit and other
comprehensive income, consolidated changes in equity and its consolidated cash flows for the year
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described
in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our
report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements for the financial year ended March 31, 2020. These
matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in
our report:
KEY AUDIT MATTERS AUDITORS' RESPONSES
REVENUE RECOGNITION PRINCIPAL AUDIT PROCEDURES
PERFORMED
Estimation of provision for sales returns, We obtained the understanding of the Company's
discounts, rebates, schemes and incentives on process, policies and procedures in making the
sales impacting revenue from sale of products estimates in the given areas of sales return,
Revenue from sale of products is presented net of discount, rebates, scheme, incentives and
returns, discounts, rebates, schemes and performed the following procedures:
incentives in the consolidated Ind AS financial We evaluated and tested the design and
statement. operating effectiveness of controls related to these

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KEY AUDIT MATTERS AUDITORS' RESPONSES


The estimates associated with sales returns, estimates. We assessed the assumptions used
discounts, rebates, schemes and incentives on by the management in determining the amount
sale of products have been identified as a key of provisions by studying the market conditions
audit matter as it is having a significant impact on and obtaining an understanding of key contractual
the recognized revenue and the management is agreements.
required to make certain judgements in respect We considered the accuracy of management's
of revenue recognition and level of expected estimates in previous years by comparing
rebates/discounts and returns which are deducted historical accrued liabilities with their subsequent
in arriving at revenue. Management is required to settlement, ratio analysis of sales return,
consider historical experience, specific contractual discounts, rebates, schemes and incentive as
terms and future expectation of revenue to a percentage of sale of last few years.
determine these estimates. Also factors such as
We verified if any credit notes were issued and/
current and expected operating environment,
or their adjustment after the balance sheet date
action of third parties and weather conditions have
and their impact on financial statements.
a significant impact on management's judgement.
Information Other than the Financial Statements and Auditors' Report Thereon
• The Company's management & Board of Directors is responsible for the other information. The
other information comprises the information included in the Company's annual report, but does
not include the consolidated financial statements and our auditors' report thereon.
• Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
• In connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are
required to report the fact. We have nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Company'sBoard of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013, ("the Act") with respect to the preparation of these consolidated financial
statements that give a true and fair view of the consolidated state of affairs, consolidated Statement of
Profit and Loss (including Other Comprehensive Income), consolidated statement of changes in equity
and consolidated cash flows of the Group in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of each Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the consolidated
Ind AS financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error which have been used for the purpose of preparation of the consolidated
financial statements by the Directors of the Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies
included in the Group are responsible for assessing the ability of the Group to continue as a going
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concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Group or to cease operations,
or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing
the financial reporting process of the Group.
Auditor's Responsibility for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'
report that includes our opinion. Reasonable assurance is a high level of assurance. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, we are of the opinion that the Group is able to continue
as a going concern. Our conclusions are based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions may cause the Group to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financials including
the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the audit of the financial statements of
such entities included in the consolidated financial statements of which we are the independent auditors.
Also, we are responsible for the direction, supervision and performance of the unaudited financial
information of Joint Venture Company Nissan Bharat Rasayan Pvt Ltd included in the consolidated
Financial Results duly approved and furnished to us by the Management who remain responsible for
the actions carried out by them. We remain solely responsible for our Audit opinion. Our responsibilities
in this regard are further described in paragraph of section titled "Other Matters" in this audit report.
We communicate with those charged with governance of the Company and such other entities included
in the consolidated financial statements of which we are the independent auditors regarding, among

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other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditors' report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Other Matters
The Accompanying Statement includes the financial Statements and other financial Information, in
respect of the Joint Venture Company M/s Nissan Bharat Rasayan Pvt Ltd whose Financial
Statements includes total Assets of ` 3004.10 Lakh as on 31st March, 2020 and total Revenues of
` 4.20 Lakh (Interest Income on FDR from Bank),Total Net Profit After Tax ` Nil , Total Comprehensive
Income of ` Nil , for the Quarter and the year ended on that date respectively and net cash outflows
of ` (116.53 Lakh) for the year ended 31st March, 2020.
These Unaudited Financial Statements have been approved and furnished to us by the Management
and our opinion on the statements in so far as it relates to the amounts and disclosures included in
respect of this Joint Venture, is based solely on such unaudited Financial Statements. In our opinion
and according to the information and explanations given to us by the Management these Financial
Statements are not Material to the Group.
Our opinion on the Statement is not modified in respect of the above matters with respect to our
reliance on the reports, statements and Financial Information certified by the Management.
Report on other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of separate
financial statements of the Joint Venture company as noted in the "Other Matters" paragraph we
report, to the extent applicable that:
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the
relevant books of account maintained for the purpose of preparation of the consolidated
financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified
under Section 133 of the Act;
(e) On the basis of the written representations received from the directors of the Company as on
31st March, 2020 taken on record by the Board of Directors of the Company and the reports
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of its joint venture companies incorporated in India, none of the directors of the Group
companies is disqualified as on 31st March, 2020 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of internal financial controls over financial reporting of the
Group and the operating effectiveness of such controls, refer to our separate report in Annexure.
(g) With respect to the other matters to be included in the Auditors' Report in accordance with
Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
I. The consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group. Refer Notes to the consolidated financial
statements.
II. The Group did not have any material foreseeable losses on long-term contracts including
derivative contracts
III. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company and its joint venture company
incorporated in India.
3. With respect to the matter to be included in the Auditors' report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration
paid during the current year by the Company to its directors is in accordance with the provisions
of Section 197 of the Act. The remuneration paid to any director by the Company is not in excess
of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) which are required to be commented upon by us.

For R.D.GARG & CO.


CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26, 2020 Membership No 007526
(Firm Registration No 001776N)

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31st Annual Report 2019-2020

ANNEXURE-A TO THE INDEPENDENT AUDITORS' REPORT


ON CONSOLIDATED FINANCIAL STATEMENTS OF BHARAT RASAYAN LIMITED
Report on the Internal Financial Controls withReference to the Aforesaid Consolidated
Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 ("the Act")
(Referred to in Paragraph (A)(f) under 'Report on Other Legal and Regulatory Requirements'
Section of our Report of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of Bharat Rasayan Limited ("the
Company") as of and for the year ended March 31, 2020, we have audited the internal financial controls
with reference to consolidated financial statements of the Company, as of that date. In our opinion, the
Company, has, in all material respects, adequate internal financial controls with reference to consolidated
financial statements and such internal financial controls were operating effectively as at March 31,
2020, based on the internal financial controls with reference to consolidated financial statements
criteria established by the Company considering the essential components of such internal controls
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (the "Guidance Note")
Management's Responsibility for Internal Financial Controls
The company's management is responsible for establishing and maintaining internal financial controls
with reference to consolidated financial statements based on the internal control over financial reporting
criteria established by the respective company considering the essential components of internal controls
stated in the Guidance Note. These responsibilities included the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to the respective 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, as
required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Company's Internal Financial Controls with reference
to consolidated financial statements based on our audit. We conducted our audit in accordance with
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance
Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143
(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls with reference to consolidated financial
statements.Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls with reference to consolidated financial statements were established and maintained and if
such controls operated effectively in all material respects.
Our Audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial control system with reference to consolidated financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to consolidated financial statements
included obtaining an understanding of internal financial controls with reference to consolidated financial
statements, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal controls based on the assessed risk. The procedures selected
depend on the auditor's judgment, including the assessment of the risk of material misstatement of the
consolidated financial statements, whether due to fraud or error.

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We believe that the audit evidences we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company's internal financial controls with reference to consolidated financial
statements.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company's internal
financial controls over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditure of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls with reference to consolidated financial
statements, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation
of the internal financial controls with reference to consolidated financial statements to future periods
are subject to the risk that the internal financial controls over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Group has, in all material respects, adequate internal financial controls with reference
to consolidated financial statements and such internal financial controls with reference to consolidated
financial statements were operating effectively as at March 31, 2020, based on the internal financial
controls with reference to consolidated financial statements criteria established by the Company
considering the essential components of internal controls stated in the Guidance Note on Audit of
Internal Financial Controls with reference to consolidated financial statements issued by the Institute
of Chartered Accountants of India.

For R.D.GARG & CO.


CHARTERED ACCOUNTANTS
Sd/-
R.D. Garg
NEW DELHI Proprietor
JUNE 26, 2020 Membership No 007526
(Firm Registration No 001776N)

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31st Annual Report 2019-2020

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2020


Amount (`
` in Lakhs)
Particulars Note As at As at
No. 31 March, 2020 31 March, 2019
I. ASSETS
1 Non-current assets
(a) Property, Plant and equipment 3 20,298.63 14,946.80
(b) Capital work-in-progress 4 1,788.47 3,537.06
(c) Other Intangible assets 5 25.89 67.45
(d) Intangible Assets under Development 6 - -
(e) Financial Assets 7
(i) Investments 7.1 908.75 8.75
(ii) Others 7.2 165.44 154.15
(f) Other Non Current assets 8 144.50 23,331.68 495.48 19,209.69
2 Current assets
(a) Inventories 9 16,032.60 21,022.18
(b) Financial Assets 10
(i) Trade Receivables 10.1 25,058.83 27,908.74
(ii) Cash and cash equivalents 10.2 4,555.82 550.71
(iii) Bank Balance Other than (ii) above 10.3 561.64 390.88
(iv) Others 10.4 57.46 68.88
(c) Current Tax Assets( Net) 11 185.11 185.11
(d) Other Current assets 12 5,404.64 51,856.10 6,233.36 56,359.86
Total Assets 75,187.78 75,569.55
II. EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 13 424.87 424.87
(b) Other Equity 14 55,987.00 56,411.87 40,455.84 40,880.71
2 Liabilities
Non-current liabilities
(a) Financial Liabilities 15
(i) Borrowing 15.1 2,200.00 4,000.00
(b) Provisions 16 188.89 88.72
(c) Deferred Tax Liablity (Net) 17 1,043.50 1,294.11
3,432.39 5,382.83
3 Current liabilities
(a) Financial Liabilities 18
(i) Borrowing 18.1 7,185.70 20,699.44
(ii) Trade payables 18.2
a) Total Outstanding dues of Micro
Enterprises and Small Enterprises 413.18 379.59
b) Total Outstanding dues of
Creditors other than Micro Enter-
prises and Small Enterprises 3,510.66 4,077.10
(iii) Others 18.3 3,631.77 3,528.73

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Amount (`
` in Lakhs)
Particulars Note As at As at
No. 31 March, 2020 31 March, 2019
(b) Other Current liabilities 19 312.31 169.83
(c) Provisions 20 32.84 17.41
(d) Current Tax liability (Net) 11 257.06 15,343.52 433.91 29,306.01
Total Equity and Liabilities 75,187.78 75,569.55
General Information 1
Summary of Significant Accounting Policies 2
The Notes are an integral part of these
financial statements 3 to 50

As per our Report of even date attached FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
Date: 26/06/2020

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31st Annual Report 2019-2020

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2020
Amount (`
` in Lakhs)
Particulars Note No. Year ended Year ended
31 March, 2020 31 March, 2019
I. Revenue :
Revenue from operations 21 121,505.10 99,217.72
II. Other income 22 1,681.91 251.00
III. Total Income (I + II) 123,187.01 99,468.72
IV. Expenses:
Cost of Material Consumed 23 78,999.72 72,489.98
Purchase of Stock-in-Trade 24 878.38 3,015.85
Changes in Inventories of finished goods,
work-in-progress and Stock-in-Trade 25 4,035.70 -7,141.82
Excise duty on Goods - -
Employee Benefit Expenses 26 6,908.69 5,735.88
Finance Costs 27 1,562.16 1,582.49
Depreciation and Amortization Expense 28 2,194.06 1,689.12
Other Expenses 29 7,767.61 6406.79
Total Expenses (IV). 102,346.32 83,778.29
V. Profit before share of an joint venture and
exceptional items (III-IV) 20,840.69 15,690.43
VI. Share of Profit of a joint venture - -
VII. Profit before exceptional items and Tax 20,840.69 15,690.43
VIII. Exceptional items 30 321.04 177.07
IX Profit/(Loss) before tax (VII - VIII) 20,519.65 15,513.36
X Tax expense: 31
(1) Current tax
- For the year 4,946.81 4,318.34
- For earlier years 59.26 (47.37)
(2) Deferred tax (net) (250.61) 89.96
Total Tax Expense (X) 4,755.46 4,360.93
XI Profit/(loss) for the period from continuing
operation (IX-X) 15,764.19 11,152.43
XII Profit/(loss) from discontinued operations - -
XIII Tax Expense of discontinued operations - -
XIV Profit/(loss) from discontinued operations (after tax) (XII-XIII) - -
XV Profit/(loss) for the period (XI+XIV) 15,764.19 11,152.43
XVI Other Comprehensive Income
Items that will not be reclassified to profit and loss 32
Remeasurement gains (losses) on defined benefit plans (67.28) (19.48)
Income tax effect on Remeasurement gains (losses) on
defined benefit plans
XVII Total Comprehensive Income for the period (XV +XVI)
(Comprehensive profit and other comprehensive
income for the period) 15,696.91 11,132.95
XVIII Earnings Per Equity Share (in `): 33
(For Continuing Operation)
(1) Basic 371.03 262.49
(2) Diluted 371.03 262.49

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Amount (`
` in Lakhs)
Particulars Note No. Year ended Year ended
31 March, 2020 31 March, 2019
XVIV Earnings Per Equity Share (in `):
(For discontinuing Operation)
(1) Basic
(2) Diluted
XVV Earnings Per Equity Share (in `):
(For discontinuing and continuing Operation)
(1) Basic 371.03 262.49
(2) Diluted 371.03 262.49
General Information 1
Summary of Significant Accounting Policies 2
The Notes are an integral part of these
financial statements 3 to 50

As per our Report of even date attached FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
Date: 26/06/2020

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2020
` in Lakhs)
Amount (`
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before income tax & extraordinary items 20,519.65 15,513.36
Adjustments for
Depreciation 2,194.06 1,710.68
(Profit) / Loss on sale of fixed assets - 0.54
Long Term Capital Gain - -
Interest Received & Accrued (128.58) (46.81)
Interest paid 1,562.16 1,582.49
(Profit)/Loss of sale of Investments (Profit) - -
Other Comprehensive Income (67.28) (19.48)
Effect of Exchange differences on translation of
Foreign Currency (1,480.17) (169.84)
2,080.19 3,057.58
Operating Profit before working Capital Changes 22,599.84 18,570.94
Adjustments for
(Increase)/Decrease in Trade Receivables 2,849.91 (5,747.80)
(Increase)/Decrease in Inventories 4,989.57 (11,604.70)
(Increase)/Decrease in Non-Current Financial Assets Loans (11.29) -
(Increase)/Decrease in Other Non Current assets 350.98 (371.38)
Decrease / (Increase) in Other current financial asset 25.51 (7.50)
Decrease / (Increase) in Other Current assets 828.72 (3,899.60)
(Decrease) / Increase in Long term Provisions 100.17 9.82
(Decrease) / Increase in Current Trade Payables (532.85) 919.23
(Decrease) / Increase in Other financial Liability 103.04 1,231.51
(Decrease) / Increase in Other Liabilities 142.48 9.52
(Decrease) / Increase in Short term Provisions 15.43 8.79
8,861.67 (19,452.11)
Cash generated from operations 31,461.51 (881.17)
Direct Taxes Paid (5,203.03) (4,350.36)
NET CASH FROM OPERATING ACTIVITIES 26,258.48 (5,231.53)
B. CASH FLOW FROM INVESTING ACTIVITIES
Net Investment in Shares & Units 900.00 0.02
Addition to fixed assets (Project) (5,844.66) (4,777.49)
Proceeds from sale of fixed assets - 0.68
(Profit)/Loss of sale of Investments (Profit) - -
Interest received 114.49 35.26
Decrease / (Increase) in Bank Balance other than those
taken to Cash and Cash Equivalent (170.76) (15.31)
NET CASH FROM INVESTING ACTIVITIES (6,800.93) (4,756.84)
C. CASH FLOW FROM FINANCING ACTIVITIES
Net Proceed/Repayment of borrowings (15,313.74) 11,865.07
Dividend paid (63.73) (63.73)
Dividend Distribution tax paid (13.10) (13.10)
Interest paid (1,542.05) (1,542.28)
NET CASH FROM FINANCING ACTIVITIES (16,932.62) 10,245.96

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
D. Effect of Exchange differences on translation of Foreign Currency 1,480.17 169.84
Net increase/(Decrease) in cash & cash equivalents (A+B+C+D) 4,005.11 427.43
Cash and cash equivalents as at 01.04.2019 550.71 123.28
Cash and cash equivalents as at 31.03.2020 4,555.82 550.71

As per our Report of even date attached FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
Date: 26/06/2020

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STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31st MARCH, 2020
Particulars Number of shares (`
` in Lakhs)
A. Equity Share Capital
Balance as at April 1, 2019 4,248,740.00 424.87
Issue of equity shares capital during the year - -
Balance as at March 31, 2020 4,248,740.00 424.87
(`
` in Lakhs)
Particulars Reserves & Surplus Total
General Retained
Reserve Earnings
B. Other Equity
Balance at the beginning of the year 4,165.17 36,290.67 40,455.84
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the year 4,165.17 36,290.67 40,455.84
Profit for the year 15,764.19 15,764.19
Other Comprehensive Income for the year (net of income tax) - (67.28) (67.28)
Total Comprehensive Income for the year - 15,696.91 15,696.91
Payment of dividend on equity shares - (63.73) (63.73)
Payment of dividend tax on dividend paid to equity shares (13.10) (13.10)
Impect due to adoption of Ind As-116 (88.92) (88.92)
Transfer to general reserves - - -
Balance at the end of the year 4,165.17 51,821.83 55,987.00

As per our Report of even date attached FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
Date: 26/06/2020

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STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31st MARCH, 2019
Particulars Number of shares (`
` in Lakhs)
A. Equity Share Capital
Balance as at April 1, 2018 4,248,740.00 424.87
Issue of equity shares capital during the year - -
Balance as at March 31, 2019 4,248,740.00 424.87
(`
` in Lakhs)
Particulars Reserves & Surplus Total
General Retained
Reserve Earnings
B. Other Equity
Balance at the beginning of the year 4,165.17 25,234.55 29,399.72
Changes in accounting policy or prior period errors - - -
Restated balance at the beginning of the year 4,165.17 25,234.55 29,399.72
Profit for the year 11,152.43 11,152.43
Other Comprehensive Income for the year (net of income tax) - (19.48) (19.48)
Total Comprehensive Income for the year - 11,132.95 11,132.95
Payment of dividend on equity shares - (63.73) (63.73)
Payment of dividend tax on dividend paid to equity shares (13.10) (13.10)
Transfer to general reserves - -
Balance at the end of the year 4,165.17 36,290.67 40,455.84

As per our Report of even date attached FOR & ON BEHALF OF THE BOARD
for R.D. GARG & CO. Sd/- Sd/-
CHARTERED ACCOUNTANTS S.N. GUPTA R.P. GUPTA
Sd/- Chairman & Managing Director Whole Time Director
CA R.D.GARG DIN: 00024660 Sd/- DIN : 00048888
Proprietor M.P.GUPTA
Membership No.: 007526 Sd/- Whole Time Director Sd/-
Firm Regn. No.: 001776N RAKESH VERMA DIN: 00014681 NIKITA CHADHA
Chief Financial Officer Company Secretary
NEW DELHI PAN: ABZPV9075C PAN: AYEPB8734G
Date: 26/06/2020

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH,
2020
1. General Information
Bharat Rasayan Limited (Holding Company) is a public limited company domiciled in India and
was incorporated on May 15, 1989 for the business of manufacturing the Pesticides. It is a
backward integration project to manufacture Technical Grade Pesticides and Intermediates confirming
to International Standards. It is Listed on National Stock Exchange.
The address of its registered office is 1501, Vikram Tower, Rajendra Place, New Delhi 110008.
The Holding Company has one Joint Venture Company i.e. Nissan Bharat Rasayan Private Limited.
The accompanying Consolidated financial statements relate to Bharat Rasayan Limited (Holding
Company) and its Joint Venture Company (together referred as “The Group”).
2. Basis of Preparation
2.1 Statement of Compliance
The Consolidated financial statements for year ended March 31, 2020 is prepared in accordance
with Indian Accounting Standards (Ind-AS) notified under section 133 of the Companies Act, 2013
and Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
All assets and liabilities have been classified as current or non-current as per the Company's normal
operating cycle and other criteria as set out in the Division II of Schedule-III to the Companies Act,
2013. Based on the nature of the products and the time between purchase of materials for processing
and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle
as 12 months for the purpose of current or non-current classification of assets and liabilities.
2.2 Basis of Measurement
The financial statements have been prepared under the historical cost convention and on an
accrual basis, except for the following item that have been measured at fair value as required by
relevant Ind-AS.
a. Employee defined benefit plan.
b. Certain financial assets and liabilities measured at fair value.
2.3 Use of Estimates and Judgement
The preparation of financial statements in conformity with Ind AS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of
financial statements and the reported amount of income and expenses. Examples of such estimates
includes future obligations under employee retirement benefit plans and estimated useful life of
property, plant and equipment, Employee benefit expenses, provisions etc. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on a periodic basis. Future results could
differ due to changes in these estimates and difference between the actual result and the estimates
are recognised in the period in which the results are known /materialized.
2.4 Basis of Consolidation
Joint Ventures
A Joint venture is a joint arrangement whereby parties that have joint control of the arrangement
have rights to the net assets of the arrangement. Interests in joint ventures are initially recognised
at cost and thereafter accounted for using the equity method.
Equity Method
Under the equity method of accounting, the investments are initially recognised at cost and
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adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the
investee in profit and loss, and the group’s share of other comprehensive income of the investee in
other comprehensive income. Dividends received or receivable from joint ventures are recognised
as a reduction in the carrying amount of the investment.
When the group’s share of losses in an equity-accounted investment equals or exceeds its
interest in the entity, including any other unsecured long-term receivables, the group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the group and its joint ventures are eliminated to the
extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.“The carrying amount of
equity accounted as investments are tested for impairment in accordance with the Group's policy.
Any gain or loss on dilution arising on a reduced stake in the joint venture, but still retaining the
joint control, is recognized in the Statement of Profit and Loss.

2.5 Statement of Cash Flow


Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for
the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing and financing activities of the
Company are segregated based on the available information.
For the purposes of the cash flow statement, cash and cash equivalents include cash in hand,
cash at banks and demand deposits with banks, net of outstanding bank overdrafts that are
repayable on demand which are considered part of the Company’s cash management system.
The company has adopted the amendment to Ind-AS 7, which require the entities to provide
disclosures that enable users of financial Statements to evaluate changes in liabilities arising
from financing activities, including both changes arising from cash flows and non-cash changes,
suggesting inclusion of a reconciliation between the opening and closing balances in the Balance
Sheet for liabilities arising from financing activities, to meet the disclosure requirement. The adoption
of amendment did not have any material effect on the financial statements.
2.6 Functional and Presentation Currency
Items Included in the Financial Statements are measured using the currency of primary economic
environment in which the Company operates (Functional Currency) The financial statements are
presented in Indian Rupee (INR), which is functional as well as presentation currency of company.
- Transactions in foreign currency are recorded at the rate of exchange prevailing at the time
the transactions are affected. Exchange differences arising on settlement of foreign currency
transactions are recognized in the Statement of Profit and Loss.
- Monetary items denominated in foreign currency are restated and converted into Indian
rupees using the exchange rate prevailing at the date of the Balance Sheet and the resulting
exchange difference is recognized in the Statement of Profit and Loss.
2.7 Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses, if any.Cost of asset includes the following:
(a) Cost directly attributable to the acquisition of the assets
(b) Present value of the estimated costs of dismantling & removing the items & restoring the
site on which it is located if recognition criteria are met.

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Cost of replacement, major inspection, repair of significant parts is capitalized if the recognition
criteria are met.An item of property, plant and equipment is derecognized upon disposal or when
no future economic benefits are expected to arise from continued use of assets. Any gain or loss
arising on disposal or retirement of an item of property, plant and equipment is determined as the
difference between the sale proceeds and the carrying amount of the asset and is recognised in
statement of profit or loss.
As per management estimate there is no decommissioning , restoration or similar liabilities on its
property, plant and equipment hence, no adjustment in has been made in this regard.
Depreciation
(a) Depreciation on Property, plant and Equipment is provided on Written Down Value Method
(WDV) over the useful life of the assets as specified in Schedule II of the Companies Act, 2013.
(b) Each part of an item of Property, Plant and Equipment is depreciated separately if the cost
of part is significant in relation to the total cost of the item and useful life of that part is
different from the useful life of remaining asset.
The estimated useful life of assets for current and comparative period of significant items of
property plant and equipment are as follows:
Particulars Useful Life (Years)
Plant and Machinery 20
Building - factor 30
Building - others 60
Computers 3
Office Equipment’s 10
Furniture and fixtures 10
Vehicles 8
(c) Depreciation methods, useful lives and residual values are reviewed at each reporting date. In the
case of revision, the unamortised depreciable amount is depreciated on a prospective basis.
2.8 Intangible Assets
An intangible Asset is recognized where it is probable that the future economic benefits attributable
to the assets will flow to the company and cost of the asset can be measured reliability. Intangible
assets are stated at historical cost less accumulated amortization and impairment loss, if any.
Intangible assets are amortized over their respective estimated useful lives on a WDV basis (As
per Companies Act) from the date that they are available for use.
2.9 Investment Property
(a) Investment property comprises completed property, property under construction and property
held under finance lease that is held to earn rentals or for capital appreciation or both, rather
than for sale in the ordinary course of business or for use in production or administrative
functions
(b) Investment Properties are stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any.
(c) The company depreciates building component of investment property over the life described
in schedule II of Companies Act, 2013 from the date of original purchase.
(d) Investment properties are derecognised either when they have been disposed of or when
they are permanently withdrawn from use and no future economic benefit is expected from
their disposal. Difference between the net disposal proceeds and the carrying amount of the
asset is recognised in profit or loss in the period of de-recognition.
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2.10 Inventory
(a) The consumption of raw materials is net of Input tax credit availed. Items of inventories are
measured after providing for obsolescence, if any.
(b) Inventory has been valued at moving weighted avearge cost (through SAP). In the case of
finished goods cost comprises material, labour and factory overheads. Goods in process
have been valued at the raw material cost incurred up to the stage of production plus conversion
cost apportioned.
2.11 Provisions
Provisions are recognized in respect of liabilities which can be measured only by using a
substantialdegree of estimates when:-
(a) The Company has a present obligation as a result of a past event,
(b) It is Probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; and,
(c) The amount of the obligation can be reliably estimated
Provisions are reviewed at each Balance Sheet date.
Where the effect of the time value of money is material the amount of a provision shall be the
present value of the expenditure expected to be required to settle the obligation.
2.12 Revenue Recognition
Revenue from contracts with customers is recognized when control of the goods or services are
transferred to the customer at an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
(a) Sales have been accounted for exclusive of Goods and Service tax and are net of returns
and discounts. Export benefits have been accounted for separately on accrual basis.The
Export benefits are accrued on the date of export.
(b) The Company follows the accrual System of Accounting and on assumptions of an ongoing
concern. Revenue is recognized only when it can be reliably measured.
(c) Sales does not includes captive consumption and stock transfer.
Interest income is recognized on a time proportion basis taking into account the amount
outstanding and the interest rate applicable using Effective Interest rate Method.
Dividend is recognized when the shareholders right to receive payment is established,
economic benefit will flow to the entity and amount can be measured reliably.
2.13 Leases
a) Company as a lessee
(i) The Company Recognizes a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises
the initial amount of lease liability adjusted for any lease payments made at or before the
commencement date , plus any initial direct cost incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on
which it is located, less any lease incentives received.
(ii) The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right-to-use-asset or the
end of the lease term. The estimated useful life of the right-to-use asset is determined on the
same basis as those of property, plant and equipment. In addition, the right-to-use asset is

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periodically reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
(iii) The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
(iv) The lease liability is measured at amortized cost using the effective interest method, it is
remeasured when there is a change in future lease payments from a change in an index or
rate. When the lease liability is remeasured in this way, a corresponding adjustment is
made to the carrying amount of the right -of-use asset, or is recorded in the profit and loss if
the carrying amount of the right-of-use asset has been reduced to zero.
(v) The Company presents right-of-use asset that do not meet the definition of Investment property
in the “Property plant and equipment” and lease liabilities in “other financial liabilities” in the
Balance Sheet.
(vi) Short term Lease and Leases of low value assets:-The Company has elected not to recognize
right-of-use asset and lease liabilities for short term leases that have lease term of 12 months
or less and leases of low value assets. The Company recognizes the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
(b) As a lessor
When the Company acts as a lessor, it determines at lease inception whether each lease is
a finance lease or an operating lease. To classify each lease, the Company makes an overall
assessment of whether the lease transfers substantially all the risk and rewards incidental
to the ownership of the underlying asset. If this is the case, then the lease is a finance lease,
if not then it is an operating lease. As part of the assessment, the Company considers
certain indicators such as whether the lease is for the major part of the economic life of the
asset.
The Company recognizes lease payments received under operating lease as income on a
straight-line basis over the lease term as part of “Other Income”.
2.14 Impairment of Non-Financial Assets
In accordance with Ind AS-36 Impairment of Assets, the carrying amounts of Company’s assets
are reviewed at each Balance Sheet date to determine whether there is any indication of impairment.
An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value
and impairment loss is charged to the Statement of Profit & Loss in the year in which an asset is
identified as impaired.
2.15 Borrowing Cost
The company incurred no borrowing cost attributable to the acquisition or construction of any
qualifying assets. A qualifying asset is one that necessarily takes substantial period of time to get
ready for its intended use. All other borrowing costs are charged to the statement of profit and
Loss.
2.16 Employee Benefits
(a) Short Term Employee Benefits
All Employee benefits payable within twelve months of rendering the services are classified
as short term benefits. Such benefits include salaries, wages, bonus, awards, ex-gratia,
performance incentive etc. and the same are recognized in the period in which the employee
renders the related services.

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(b) Long Term Employee Benefits


Long-term employee benefits are recognized as an expense in the Statement of Profit and
Loss for the year based on report of Actuarial Valuation towards leave enacashment &
gratuity. The expenses are recognized at the present value of the amounts payable determined
using actuarial valuation techniques.Actuarial gains or losses are recognized in other
comprehensive income.
2.17 Taxes
(a) Current Income tax
Current tax is measured at the amount expected to be paid to the tax authorities using the
applicable tax rates
Current income tax assets and liabilities for current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. Liability for additional
taxes, if any, is provided / paid as and when assessments are completed/settelment of assesment.
Current tax related to OCI Items is recognized in Other Comprehensive Income (OCI).
(b) Deferred Tax
Deferred income tax assets and liabilities are recognized for temporary differences which is
computed using the tax rates and tax laws that have been enacted or substantively enacted
at the reporting date.
Deferred income tax asset are recognized to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilized.
Deferred tax related to OCI Item are recognized in Other Comprehensive Income (OCI).
Minimum Alternative Tax credit is recognised as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax during the specified
period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the
MAT credit asset is written down to the extent. there is no longer a convincing evidence to
the effect that the Company will pay normal income tax during the specified period. However
there is no unveiled MAT credit balance carried over for set off from earlier years. more over
the company has opted for corporate tax as per newly inserted section 115BAA of Income
Tax act where in provisons of mat will no longer be applicable on the company.
2.18 Earning Per Share
Basic earnings per share are calculated by dividing the net profit or loss (excluding OCI) for the
period attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period. The weighted average number of equity shares outstanding during
the period are adjusted for events of bonus issue and share split.For the purpose of calculating
diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.
2.19 Contingent Liabilities and Contingent Assets
(a) Contingent Liabilitiesare disclosed in either of the following cases:
(i) A present obligation arising from a past event, when it is not probable that an outflow of
resources will be required to settle the obligation; or
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(ii) A reliable estimate of the present obligation cannot be made; or


(iii) A possible obligation, unless the probability of outflow of resource is remote.
(b) Contingent Liability is net of estimated provisions considering possible outflow on settlement.
(c) Contingent Liability and Provisions needed against Contingent Liability and Contingent Assets
are reviewed at each Reporting date
(d) Contingent assets are disclosed where an inflow of economic benefits is probable.
2.20 Fair Value Measurement
Company measures certain financial instruments at fair value at each reporting date. Fair value is
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either:
i. in the principal market for the asset or liability, or
ii. In the absence of a principal market, in the most advantageous market for the asset or
liability.
The principal or the most advantageous market must be accessible to the company. The fair value
of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best
interest. The company uses valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
Assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or Indirectly observable.
- Level 3 — Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable.
2.21 Dividend to Equity Shareholders
Dividend paid/payable is recognized in the year in which the related dividends are approved by
shareholders and recommded by Board of Directors.
2.22 Financial Instruments
Initial recognition and measurement
Financial assets and liabilities are recognized when the Company becomes a party to the
contractual provisions of the instrument. All financial assets and liabilities are initially recognized
at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial
assets and financial liabilities, that are not at fair value through profit or loss, are added to or
deducted from the fair value measured on initial recognition of financial asset or financial liability.
a. Subsequent measurement
Financial Assets
Financial assets are classified in following categories:

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a) At Amortized Cost
A financial asset shall be measured at amortised cost if both of the following conditions are
met:
(i) the financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows and
(ii) The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets measured at amortised cost using effective interest rate method less
impairment if any. The EIR amortisation is included in finance income in the statement
of profit and loss.
b) At Fair Value Through Other Comprehensive Income (FVTOCI)
A debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:
• The objective of the business model is achieved both by collecting contractual cash
flows and selling the financial assets, and
• The asset’s contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI category are measured initially as well as at
each reporting date at fair value. Fair value movements are recognised in the Other
Comprehensive Income (OCI). However, the company recognizes interest income, impairment
losses & reversals and foreign exchange gain or loss in the Profit & Loss (P&L). On de-
recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified
from the equity to P&L. Interest earned is recognised using the EIR method.
c) At Fair Value Through Profit and Loss (FVTPL)
FVTPL is a residual category for financial Assets. Any financial assets, which does not
meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at
FVTPL.
In addition, the Company may elect to designate financial asset, which otherwise meets
amortized cost or FVTOCI criteria, as at FVTPL. If doing so reduces or eliminates a
measurement or recognition inconsistency. The company has not designated any financial
asset as at FVTPL.
Financial assets included within the FVTPL category are measured at fair value with all
changes recognised in the P&L.
Financial Liabilities
a) Financial Liabilities at Amortized Cost
Financial liabilities at amortised cost represented by trade and other payables, security
deposits and retention money are initially recognised at fair value, and subsequently
carried at amortized cost using the effective interest rate method.
b) Financial Liabilities at FVTPL
The company has not designated any financial liabilities at FVTPL.
c) Derecognition
Financial Asset
A financial asset (or, where applicable, a part of a financial asset or part of a group of
similar financial assets) is derecognised only when the contractual rights to the cash

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flows from the asset expires or it transfers the financial assets and substantially all
risks and rewards of the ownership of the asset.
Financial Liability
A financial liability is derecognised when the obligation under the liability is discharged
or cancelled or expires. When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a de-recognition
of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the income statement.
d) Impairment of Financial Assets:
Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss. The Company follows' simplified approach' for recognition of
impairment loss allowance on trade receivable. The application of simplified approach
does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its
initial recognition.
Company assesses on a forward-looking basis the expected credit losses associated
with its assets carried at amortised cost and FVTOCI debt instruments. The impairment
methodology applies on whether there has been significant increase in credit risk.
ECL impairment loss allowance (or reversal) recognised during the period is recognised
as income/expense in the statement of profit and loss.
2.23 Non-Current Assets held for Sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying
amount is to be recovered principally through a sale transaction and a sale is considered highly
probable. The sale is considered highly probable only when the asset or disposal group is available
for immediate sale in its present condition, it is unlikely that the sale will be withdrawn and sale is
expected within one year from the date of the classification. Disposal groups classified as held for
sale are stated at the lower of carrying amount and fair value less costs to sell. Property, plant and
equipment and intangible assets are not depreciated or amortised once classified as held for
sale. Assets and liabilities classified as held for sale are presented separately in the statement of
financial position.
If the criteria stated by Ind AS 105 “Non-Current Assets held for Sale and Discontinued Operations”
are no longer met, the disposal group ceases to be classified as held for sale. Non-current asset
that ceases to be classified as held for sale are measured at the lower of (i) its carrying amount
before the asset was classified as held for sale, adjusted for depreciation that would have been
recognized had that asset not been classified as held for sale, and (ii) its recoverable amount at
the date when the disposal group ceases to be classified as held for sale.
2.24 Events Occuring after Balance Sheet Date
Events occurring after Balance Sheet date are considered in the preparation of financial statements
in accordance with Ind AS 10 (Contingencies and Events Occurring After Balance Sheet Date).

153
Note No. 3
Property, Plant and Equipment Amount (`
` in Lakhs)
Particulars Land Buildings Plant and Furniture Office Computers Vehicles R&D Total
Machinery & Fixtures Equipment Haedwares Equipment
Fixtures
Cost or deemed cost
At 1 April, 2018 2,365.04 7,232.34 15,498.30 127.83 89.22 131.93 100.45 116.07 25,661.18
Additions - 173.96 1,522.76 14.50 12.16 67.77 0.10 83.86 1,875.11
Disposals/Adjustments - - 60.07 - - 10.22 5.53 - 75.82
At 31 March, 2019 2,365.04 7,406.30 16,960.99 142.33 101.38 189.48 95.02 199.93 27,460.47
Additions - 1,529.25 5986.84 5.53 9.21 18.03 16.01 28.38 7,593.25
Disposals/Adjustments - - - - - - - - -
At 31st March, 2020 2,365.04 8,935.55 22,947.83 147.86 110.59 207.51 111.03 228.31 35,053.72
Depreciation and impairment

154
At 1 April, 2018 - 2,798.23 7,713.89 83.23 60.20 119.91 65.24 59.93 10,900.63
Depreciation charge for the year 435.70 1,160.41 14.25 9.83 35.02 11.94 21.56 1,688.71
Impairment -
Disposals/Adjustments - 60.07 - - 10.22 5.38 75.67
At 31 March, 2019 - 3,233.93 8,814.23 97.48 70.03 144.71 71.80 81.49 12,513.67
Impact dueto adoption of
theInd AS-116 88.92 - - - - - - - 88.92
Depreciation charge for the year 8.30 476.05 1,584.67 12.39 8.89 29.94 9.51 22.76 2,152.51
Impairment -
Disposals/Adjustments
At 31st March, 2020 97.22 3,709.98 10,398.90 109.87 78.92 174.65 81.31 104.25 14,755.09
Net book value
At 31st March, 2020 2,267.82 5,225.57 12,548.94 37.99 31.67 32.86 29.72 124.06 20,298.63
At 31 March, 2019 2,365.04 4,172.37 8,146.77 44.85 31.35 44.77 23.22 118.44 14,946.80
31st Annual Report 2019-2020
RASAYAN LIMITED
RASAYAN LIMITED
31st Annual Report 2019-2020

Note :- 3.1 Impairment of Assets (Ind AS- 36) : The Management periodically assess using, external
and internal source, whether there is an indication that an assets may be impaired and
Company foresee on such impairment indication as on the balance sheet date.
Note :- 3.2 Land includes leasehold lands by GIDC (Gujarat): (i) Factory land located at Dahej (Gujarat)
valued `743.16 Lakhs (lease period starts from 11.08.2010 and is valid till 99 years); (ii)
Residential Plot at Atali, Dahej (Gujarat), valued `78.50 Lakhs (lease period for 99 years),
and (iii) Factory land located at Saykhea valued `1525.81 Lakhs (lease period starts from
February'2018 and is valid till 99 years).
NOTE NO. 4 : Capital Work in Progress
Particulars
Amount (`
` in Lakhs)
At 31 March, 2018 690.08
Additions during the year 2,846.98
Adjustments/transferred during the year -
At 31 March, 2019 3,537.06
Additions during the year 1,767.66
Adjustments/transferred during the year 3,516.25
At 31st March, 2020 1,788.47
Net Book Value
At 31st March, 2020 1,788.47
At 31 March, 2019 3,537.06

NOTE NO. 5 : Intangible Assets


Cost or deemed cost
At 1 April, 2018 37.63
Additions 78.07
Disposals/Adjustments -
At 31 March, 2019 115.70
Additions -
Disposals/Adjustments -
At 31st March, 2020 115.70
Amortisation and Impairment
At 31 March, 2018 26.28
Impairment 21.97
Amortisation for the year -
Disposals/Adjustments -
At 31 March, 2019 48.25
Amortisation for the year 41.55
Impairment -
Disposals/Adjustments -
At 31st March, 2020 89.81

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Particulars Amount (`
` in Lakhs)
Net Book Value
At 31st March, 2020 25.89
At 31 March, 2019 67.45
Particulars (`
` in Lakhs)
NOTE NO. 6 : Intangible Assets Under Development
At 31 March, 2018 23.74
Additions during the year -
Adjustments (23.74)
At 31 March, 2019 -
Additions during the year -
Adjustments -
At 31st March, 2020 -
Net Book Value
At 31st March, 2020 -
At 31 March, 2019 -
Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 7 : Financial Assets Non Current
7.1 Investments
A. Investment in unquoted Equity Instruments
Unquoted-at-cost
69,930 Equity Shares of `10/- each Fully
Paid-up of Pattancheru Enviro-Tech Ltd. 6.99 6.99
1761 Equity Shares of `100/- each Fully
Paid-up of Jeedimetla Effluent Treatment Ltd. 1.76 1.76
Investments in Joint Venture
(90,00,000 Equity Shares of Rs.10/- each Fully
Paid-up of Nissan Bharat Rasayan Private Limited ) 900.00 -
Total 908.75 8.75
Impairment - -
Market value of Investments 908.75 8.75
7.2 Others
(Considered Good:Unsecured)
Security Deposits 165.44 154.15
Total 165.44 154.15

Note 7.2.1:- Security deposits amounting `158.88 Lakhs ( 31st March, 2019- `146.06 Lakhs) is
related to the Government Departments.
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Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 8 : Other Non Current assets
Capital Advances
Advance for Capital Goods 119.50 495.48
Other Advance - GIDC 25.00 -
Total 144.50 495.48
NOTE NO. 9 : Inventories
Raw Materials and others 6,550.90 7,672.23
Finished Goods including WIP 8,747.51 12,783.21
Stores & Spares 734.19 566.74
Total 16,032.60 21,022.18
NOTE NO. 10 : Financial Assets Current
10.1 Trade Receivables
Considered Good: Unecured
Trade receivables 25,058.83 27,908.74
Total 25,058.83 27,908.74
10.2 Cash and Cash Equivalent
Cash in Hand 5.30 4.90
Foreign Currency in hand - -
Balances with banks:-
-- Current Account 146.73 544.80
-- EEFC Account 3.79 1.01
Deposits with original maturity of 3 months or less 4,400.00 -
Total 4,555.82 550.71
10.3 Bank Balance Other than Cash and Cash Equivalents
Balances with Scheduled Bank
Dividend Account 10.25 12.00
Fixed Deposits (Margin Money) 551.39 378.88
Total 561.64 390.88
Note 10.3.1: ` 551.39 Lakhs [31st March, 2019 `378.88 Lakhs] represents fixed deposit placed with
the banks against LC/BG issued.
10.4 Other Financial Assets
Earnest Money Deposit 2.40 11.14
Interest Accrued On FDR 53.56 39.47
Insurance Claim Receivable 1.50 18.27
Total 57.46 68.88

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Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 11 : Current Tax Asset and Liability
Current tax Assets
Income tax refundable 185.11 185.11
Total 185.11 185.11
Current tax Liability
Provision for Income Tax ( Net of advance tax & TDS) 257.06 433.91
Total 257.06 433.91

NOTE NO. 12 : Other Current Assets


Advance other than Capital advances
Advance to Vendors- for others 2,986.30 2,778.05
Others
Service Tax Cenvat Credit 13.64 13.64
Export Incentives Receivables 687.17 706.38
Central Excise and Custom Duties 316.03 3.29
GST Input tax Receivables 1,300.97 2,487.47
GST Refundable - 136.50
GST Electronic Cash Ledger 10.58 5.14
Vat Adjustable/Refundable - 2.46
Prepaid Expenses 89.73 82.60
Discount Receivable 0.22 17.83
Total 5404.64 6233.36

NOTE NO. 13 : Equity Share capital


Authorised share capital
2,00,00,000 Equity shares of `10/- each
(31st March, 2019: 2,00,00,000 Equity Share of
`10/- each) 2,000.00 2,000.00
2,000.00 2,000.00
Issued/Subscribed and Paid up Capital
42,48,740/- Equity shares of ` 10 each
(31st March, 2019: 42,48,740 Equity Share of
`10/- each) 424.87 424.87
424.87 424.87

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13.1 Details of shareholder holding more than 5% in the company


Name of the shareholder As at 31 March, 2020 As at 31 March, 2019
No in % holding No in % holding
Shares in the class Shares in the class
Shri Sat Narain Gupta 10,11,631.00 23.81 10,28,631.00 24.21
S.N.Gupta (HUF) 3,56,200.00 8.38 3,56,200.00 8.38
Shri Mahabir Prasad Gupta 4,22,800.00 9.95 4,22,800.00 9.95
Shri Rajender Prasad Gupta 4,92,631.00 11.60 3,31,544.00 7.80
Total 22,83,262.00 53.74 21,39,175.00 50.34
1. Rights, Preferences and Restrictions attaching to shares
Equity Shares: The Company has one class of Equity Shares having a par value of `10 per share.
Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
13.2 Reconciliation of the number of equity shares and share capital
Particulars As at 31 March, 2020 As at 31 March, 2019
No of (`
` in Lakhs) No of (`
` in Lakhs)
shares shares

Issued/Subscribed and Paid up equity Capital


outstanding at the beginning of the year 42,48,740. 424.87 42,48,740 424.87
Add: Shares Issued during the year - - - -
Issued/Subscribed and Paid up equity
Capital outstanding at the end of the year 42,48,740 424.87 42,48,740 424.87

13.3 Aggregate no. of equity shares issued as fully paid by way of bonus during the period of
five years immediately preceding the reporting date
Particulars As at As at As at As at As at
31 March, 2020 31 March, 2019 31 March, 2018 31 March, 201731 March, 2016
No. in Lakhs No. in Lakhs No. in Lakhs No. in Lakhs No. in Lakhs
Equity shares issued as Bonus - - - - -

Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 14 : Other Equity
General Reserve 4,165.17 4,165.17
Retained Earnings 51,821.83 36,290.67
Total 55,987.00 40,455.84

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Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
14.1 General Reserve
(a) General Reserve
As per last Balance sheet 4,165.17 4,165.17
Add: Transfer from retained earning - -
Closing Balance 4,165.17 4,165.17

14.2 Retained Earnings


(b) Retained Earnings
As per last Balance Sheet 36,290.67 25,234.55
Impact due to adoption of Ind AS-116 (88.92) -
Add: Profit after Tax 15,764.19 11,152.43
Less: Transfer to General Reserve - -
Less: Dividend declared and paid (63.73) (63.73)
during the year
Less: Dividend distribution tax on (13.10) (13.10)
dividend declared and paid
Items of Other comprehensive income
recognised directly in retained earnings
Remeasurements of defined benefits
plans, net of tax (67.28) (19.48)
Closing Balance 51,821.83 36,290.67

Nature and Purpose of Other Reserves:


(a) Retained Earnings
Retained Earnings represents the undistributed profits of the Company.
(b) General Reserve
General Reserve represents the statutory reserves, this is in accordance with Corporate Law
wherein a portion of profit is apportioned to General Reserve. Under Companies Act, 2013, the
transfer of any amount to General Reserve is at the discretion of the Company.

Distributions Made and Proposed


Cash dividend on Equity shares declared and paid
Dividend paid during 2019-20: ` 1.50 per share
(for the FY 2018-19: ` 1.50 per share) 63.73 63.73
Dividend distribution tax on final dividend 13.10 13.10
76.83 76.83

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Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
Proposed Dividend on Equity shares
Dividend for 31 March, 2020: ` 1.50 per share
(31 March, 2019: ` 1.50 per share ) 63.73 63.73
Dividend distribution tax on proposed dividend 13.10 13.10
76.83 76.83

NOTE NO. 15 : Financial Liability Non Current


15.1 Borrowings
Unsecured
Long Term Loans Others
From Directors* 2,200.00 4,000.00
2,200.00 4,000.00
*During the Financial Year 2019-20 Effective interest rate on loans taken from the Directors is 9.00%
p.a ( Financial Year - 2018-19: 9.00% p.a )

NOTE NO. 16 : Provisions


Provisions for Employee Benefits
Leave Encashment 112.89 88.72
Gratuity 76.00 -
Total 188.89 88.72
Note: The provision for employee benefits includes retirement benefits of Leave encashment , for other
disclosures refer Note no-40.

NOTE NO. 17 : Deferred Tax


Deferred tax Liablities
(a) Depreciation and Amortisation 968.79 1,332.36
(b) Others 163.32 -
Total of Deferred Tax Liabilities 1,132.11 1,332.36

Deferred tax Assets -


(a) Employee Benefits 88.61 38.25
Total of Deferred Tax Assets 88.61 38.25
Net Deferred Tax Liability/ (Assets) 1,043.50 1,294.11
Movement in deferred tax liability/ (asset)

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Amount (`
` in Lakhs)
Particulars Others Property, Plant Employee Total
and Equipment, Benefits
Intangible Assets
At 1 April 2018 - 1,241.50 (37.34) 1,204.16
Charged/(credited) during 2018-19
To Profit & Loss - 90.86 (0.91) 89.95
To other comprehensive income - - - -
At 31 March 2019 - 1,332.36 (38.25) 1,294.11
Charged/(credited) during 2019-20
To Profit & Loss 163.32 (363.57) (50.36) (250.61)
To other comprehensive income - - - -
At 31 March 2020 163.32 968.79 (88.61) 1,043.50
Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 18 : Financial Liability Current
18.1 Borrowings
Secured Loan
(i) Cash Credit
Cash Credit Accounts 2,734.43 7,915.11
Unsecured Loan
(i) Short Term Loans from Others
Other Short Term Loan - 8,500.00
(ii)Short Term Loans from related parties
Related Parties 4,451.27 4,284.33
Total 7,185.70 20,699.44
18.1.1 Secured Loans and Cash Credits :
Particulars Average Rate of Repayment Security
Interest Terms
1. Cash Credit FY 2019-20:- Cash Credit Primary Security
Accounts SBI : 8.70% loan is First charge on Currents Assets of the Company.
(Charge on Current HDFC : 8.90% payable on Collateral
and Non-Current Yes Bank : 8.85% Demand. (i) First Charge on Working Capital lenders on Fixed
Assets of factories) FY 2018-19:- Assets of the Company(excluding land & Building of Dahej)
SBI : 8.50% and including (EM) of Land & Building and other fixed
HDFC : 8.70% assets at Mokhra Rohtak.
Yes Bank : 9% (ii) Second Charge on the Fixed assets at Dahej unit of
the Company (Excludng Land & Building ) for securing
Working Capital facilities.
2. Loans from FY 2019-20:- Payable on Unsecured
Related Party Avg. 9.00% Demand.
FY 18-19
Avg. 9.00%

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Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
18.2 Trade Payables
a) Total Outstanding dues of Micro Enterprises 413.18 379.59
and Small Enterprises
b) Total Outstanding dues of Creditors other than 3,510.66 4,077.10
Micro Enterprises and Small Enterprises
Total 3923.84 4,456.69
Trade Payables Includes of ` 413.18 lakhs (` 379.59 lakhs as on 31st March 2019 ) due to MSME as
on 31st March 2020 as confirmed by the vendors.

Information in respect of micro and small enterprises as required by Micro, Small and Medium
Enterprises Development Act, 2006:

(i) Amount remaining unpaid to any supplier:


Principal amount 413.18 379.59
Interest due thereon NIL NIL
(ii) Amount of interest paid in terms of Section 16 of the MSMED NIL NIL
Act along-with the amount paid to the suppliers beyond the
appointed day.
(iii) Amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the
appointed day during the year) but without adding the
interest specified under the MSMED Act. NIL NIL
(iv) Amount of interest accrued and remaining unpaid NIL NIL
(v) Amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest
dues as above are actually paid to the small enterprises,
for the purpose of disallowances as a deductible expenditure
under Section 23 of MSMED Act NIL NIL
18.3 Other Financial Liabilities
Retention Money 112.95 102.70
Unclaimed Dividend 13.03 12.00
Bonus Payable 130.36 109.46
Other Paybles (including Expenses payable) 3,375.43 3,304.57
Total 3,631.77 3,528.73
NOTE NO. 19 : Other Current Liabilities
Contract Liability
Advance from Customers 89.86 17.72
Others
Statutory dues 222.45 152.11
Total 312.31 169.83

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Amount (`
` in Lakhs)
Particulars 31 March, 31 March,
2020 2019
NOTE NO. 20 : Provisions
Provisions for Employee Benefits
Leave Encashment 15.59 17.41
Gratuity 17.25 -
Total 32.84 17.41

Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
NOTE NO. 21 : Revenue from operation
Revenue From Contracts with Customers
Gross Sales 1,19,354.68 97,345.88
Job Work Income 1,084.50 963.64
Other Operating Income
Export Incentives 1,065.92 908.20
Total 1,21,505.10 99,217.72
NOTE NO. 22 : Other Income
Exchange Difference (Net) 1,480.17 169.84
Interest received 128.58 46.81
Business Support Charges 48.34 21.00
Other Miscellaneous Income 24.82 13.35
Total 1,681.91 251.00
NOTE NO. 23 : Cost of Materials Consumed
Opening Stock: Raw Materials & others 7,672.23 3,476.88
Purchases: Raw Materials & others 77,948.49 76,685.33
85,620.72 80,162.21
Less : Closing Stock: Raw Materials & others 6,550.90 7,672.23
Total 78,999.72 72,489.98

NOTE NO. 24 : Purchase of Stock in trade


Purchase (Trading) 878.38 3015.85
Total 878.38 3,015.85

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
NOTE NO. 25 : Changes in Inventories of Finished Goods, Work in Progress & Stock in Trade
Opening Stock
Finished Goods including WIP 12,783.21 5,641.39
12,783.21 5,641.39
Closing Stock
Finished Goods including WIP 8,747.51 12,783.21
8,747.51 12,783.21
Total 4035.70 (7141.82)

NOTE NO. 26 : Employees Benefit Expenses


#
Salary, Wages & Bonus 4,018.49 3,435.70
Provision for Leave Encashment 74.24 57.95
Directors' Remuneration 2,272.48 1,725.95
Diwali Expenses 14.23 6.09
Premium for Group Gratuity 31.02 74.51
Employer's contribution to Provident Fund, ESI, LWF 118.32 95.40
Staff and Labour Welfare Expenses 153.33 142.61
Staff Bus Expenses 153.51 133.51
Keyman Insurance Premium 18.70 11.30
Ex-gratia 54.37 52.86
Total 6,908.69 5,735.88
#Salary of `87.37 lakhs pertains to R&D, Dahej (Gujarat)

NOTE NO. 27 : Finance Costs


Interest on Working Capital Loan 716.37 860.11
Interest on Others 825.68 682.17
Interest on Income Tax 20.11 40.21
Total 1,562.16 1,582.49

NOTE NO. 28 : Depreciation & Amortization Costs


Depreciation on Tangible Assets (Refer Note-3) 2,152.51 1,667.15
Amortization on Intangible Assets (Refer Note-5) 41.55 21.97
Total 2,194.06 1,689.12

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March 2020 31 March 2019
NOTE NO. 29 : Other Expenses
Manufacturing & Direct Expenses
Environment, Health & Safety Expenses 782.48 391.92
Factory & Machinery Maintenance 1957.01 1537.24
Job Work Expenses 121.15 74.09
Laboratory Expenses 86.3 61.34
Power & Electricity 2408.23 1933.62
Packing Expenses 64.81 39.71
Water Expenses 100.27 53.60
Total (a) 5,520.25 4,091.52
Administravtive, Operating & Selling Expenses
Advertisement & Publicity 56.73 39.07
AGM Expenses 0.32 0.20
Analysis / Registration Expenses 113.50 130.26
Bank Charges 81.67 48.72
Book Periodicals & Subscription 11.56 41.05
Building Repairs & Maintenance 44.49 107.67
Business Promotion Expenses 40.55 38.13
Cash Discount 195.29 285.91
Commission paid 106.38 82.61
Computer Expenses 36.99 5.22
Conveyance Expenses 42.07 36.39
Electricity Charges 11.20 11.11
Filing Fees 0.44 0.08
Freight & Forwarding Outward 581.98 640.03
General / Misc. Expenses 36.17 32.34
Hire Charges 86.01 78.01
Insurance Charges 226.60 53.90
Legal & Professional Fee 110.68 179.63
Listing Fee 3.93 3.08
Office Expenses 16.69 20.25
Payment to Auditors (Refer Note No-29.1) 12.15 11.20
Postage & Telephone expenses 16.19 15.57
Printing & Stationery expenses 20.59 26.46
R & D Expenses* 137.23 158.16
Rates & Taxes 47.51 84.50

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
Rent paid 12.21 11.86
Security Expenses 63.23 61.01
GST paid 28.02 35.76
Tour & Travelling Expenses 63.03 63.28
Telephone and Communication Expenses 16.48 17.32
Vehicle Running & Maintenance 10.54 8.46
Rebates & Short / Excess 16.93 (11.97)
Total (b) 2,247.36 2,315.27
Grand Total 7,767.61 6,406.79

*Note: R&D Expenses:- The Company is registered as Research & Development Unit (R&D) with
Ministry of Science & Technology, Govt. of India, Department of Scientific & Industrial Research, New
Delhi, hence eligible for weighted deduction U/S 35(2AB) of the Income Tax Act on expenditure incurred
for the purpose.Company is having two Research & Development Unit (R&D), detail of the same are as
under:-

Particulars Year ended Year ended


31 March, 2020 31 March, 2019
Status of R&D Unit Recognized Recognized
(i) Revenue Expenditure 137.23 158.16
(ii) Capital Expenditure 28.38 266.51
Total 165.61 424.67
Grand Total (I+II) 165.61 424.67
Eligible Deductions(Revenue+Capital net
of depreciation) U/S 35(2AB) 165.61 424.67

29.1: Payment to Auditors


Statutory Audit Fee 9.00 8.25
Cost Auditors and Secretarial Auditor 3.15 2.95
Total 12.15 11.20

NOTE NO. 30 : Exceptional Items


Profit on Sale of Fixed assets - (0.54)
Contribution/Donation 321.04 177.61
Total 321.04 177.07

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
NOTE NO. 31 : Income Tax Expense
Current Income Tax Expenses
Current income tax charge 4,946.81 4,318.34
Adjustments in respect of current income
tax of previous year 59.26 (47.37)
Total Current Tax Expenses 5,006.07 4,270.97

Deferred Income Tax Expense


In respect of the current year (250.61) 89.96
(For details Refer Note no 17)
Total Deferred Tax Expenses (250.61) 89.96

Income tax expenses attributable to


continuing operations 4,755.46 4,360.93

31.1: Tax related to items recognised in OCI during the year


Net Loss/(Gain) on remeasurements of defined benefit plans - -
Income tax charged to OCI - -

31.2 :Reconciliation between Tax Expense and the Accounting Profit


Accounting profit before tax from
continuing operations 20,452.37 15,493.88
Accounting profit before income tax 20,452.37 15,493.88

At Statutory income tax rate of 25.17%


(31st March, 2019 34.944% ) 5,147.45 5,414.18
Adjustments in respect of current income
tax of previous year# 59.26 (47.37)
Tax effect of amounts which are not deductible
(taxable) in calculating Taxable income (351.59) 132.70
Tax effect of amounts which are deductible in
calculating Taxable income (104.73) (1,152.63)
Interest on Income tax impact 5.06 14.05
Total 4,755.46 4,360.93

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
Effective Income Tax rate 23.25% 28.15%
Income Tax expenses reported in
statement of profit and loss 4,755.46 4,360.93
Income tax attributable to a
discontinued operation - -
Income tax expenses reported in
statement of Profit and loss 4,755.46 4,360.93

# For financial Year 2017-18 Company has claimed deductions U/S 80IA having tax effect of `47.37
lakhs being reflected in tax liabilty of FY 2018-19.

NOTE NO. 32 : Components of Other Comprehensive


Income (OCI)
Remeasurement of Defined benefit plans (67.28) (19.48)
Tax component of remeasurements of defined
benefit obligation - -
Total (67.28) (19.48)

NOTE NO. 33 : Earnings per share (EPS) [in `]


Basic EPS
From continuing operation 371.03 262.49
From discontinuing operation - -
Diluted EPS
From continuing operation 371.03 262.49
From discontinuing operation - -

33.1 Basic/Diluted Earning per Share


The earnings and weighted average number of equity shares used in calculation of basic and diluted
earning per share.
Profit attributable to equity holders of the company:

From Continuing Operations 15,764.19 11,152.43


From Discontinuing Operation - -
Earnings used in calculation of Basic/Diluted
Earning Per Share 15,764.19 11,152.43
Weighted average number of shares for
the purpose of basic/diluted earnings per share 42.49 42.49

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Amount (`
` in Lakhs)
Particulars Year ended Year ended
31 March, 2020 31 March, 2019
33.2 Diluted Earning per Share
The earnings and weighted average number of equity shares
used in calculation of diluted earning per share:-
Profit attributable to equity holders of the Company:
from Continuing operations 15,764.19 11,152.43
from discontinuing operations - -
Earnings used in calculation of diluted Earning Per
Share from continuing operations 15,764.19 11,152.43
The weighted number of equity shares for the purpose of diluted earning per share reconciles to the
weighted average number of equity shares used in calculation of basic earning per share as follows:

Weighted average number of shares for the purpose


of Basic Earnings Per Share 42.49 42.49
Effect of Dilution :
Weighted average number of shares for the purpose
of Diluted Earnings Per Share 42.49 42.49

NOTE NO. 34 : Capital Management


The Group objective to manage its capital in a manner to ensure and safeguard their ability to continue
as a going concern so that company can continue to provide maximum returns to share holders and
benefit to other stake holders.
Further, Group manages its capital structure to make adjustments in light of changes in economic
conditions and the requirements of the financial covenants. The Group maintain an optimal capital
structure of Debt equity to reduce the cost of capital. The Group's debts includes interest bearing
borrowings from Promoters/Directors.

Amount (`
` in Lakhs)
Particulars As at As at
31 March, 2020 31 March, 2019
Borrowing (Note No. 15) 2,200.00 4,000.00
Net Debt 2,200.00 4,000.00
Equity (Note No. 13) 424.87 424.87
Other equity (Note No. 14) 55,987.00 40,455.84
Total equity 56,411.87 40,880.71
Net Debt Equity Ratio 04:96 09 : 91
No changes were made in the objectives, policies or processes for managing capital during the year
ended 31st March, 2020.

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NOTE NO. 35 : Fair Value Measurements Amount (`


` in Lakhs)
(i) Financial Instruments by Category
Particulars As at 31.03.2020 As at 31.03.2019
FVTPL FVTOCI Amortized FVTPL FVTOCI Amortized
Cost Cost
Financial Assets
(i) Investments in unquoted
Equity Instruments 8.75 - 900.00 8.75 - -
(ii) Security Deposits - - 165.44 154.15
(iii)Trade Receivables - - 25,058.83 - - 27,908.74
(iv) Cash and cash equivalents - - 4,555.82 - - 550.71
(v) Bank Balance Other than
(iv) above - - 561.64 - - 390.88
(vi) Other financial Assets - - 57.46 - - 68.88
Total Financial Assets 8.75 31,299.19 8.75 29,073.36
Financial Liabilities
(i) Borrowing - - 9,385.70 - - 24,699.44
(ii) Trade payables - - 3,923.84 - - 4,456.69
(iii)Other financial liablities - - 3,631.77 - - 3,528.73
Total Financial Liabilities - - 16,941.31 - - 32,684.86

(ii) Assets and liabilities which are measured at amortized cost for which fair values are disclosed.
` in Lakhs)
Amount (`
Particulars As at 31.03.2020 As at 31.03.2019
Carrying Fair Carrying Fair value
Value value Value value
Financial Assets
(i) Investments in unquoted
Equity Instruments 8.75 8.75 8.75 8.75
(ii) Security Deposits 165.44 165.44 154.15 154.15
Total Financial Assets 174.19 174.19 162.90 162.90
Financial Liabilities
(i) Borrowing 9,385.70 9,385.70 24699.44 24699.44
Total Financial Liabilities 9,385.70 9,385.70 24,699.44 24,699.44

(a) The carrying amounts of trade receivables, cash and cash equivalents, bank balance other than
cash and cash equivalent, other financial assets, trade payables and financial liabilities are
considered to the same as their fair values, due to short term nature.

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(b) Long term variable rate borrowings are evaluated by Company on parameters such as interest
rates, specify country risk factors and other risk factors. Based on this evaluation, the fair value of
such payables are not materially different from their carrying amount.
(c) For Other Financial assets and liabilities that are measured at fair value, the carrying amount are
equal to fair values.
Fair Value hierarchy as on 31.03.2020 Amount (`
` in Lakhs)
Particulars Level 1 Level 2 Level 3 Total
Financial Assets
(i) Investments in unquoted Equity Instruments - - 8.75 8.75
(ii) Security Deposits - - 165.44 165.44
- - 174.19 174.19

Fair Value hierarchy as on 31.03.2020


Particulars Level 1 Level 2 Level 3 Total
Financial Liabilities
Borrowing - - 9,385.70 9,385.70
- - 9,385.70 9,385.70

Fair Value hierarchy as on 31.03.2019


Particulars Level 1 Level 2 Level 3 Total
Financial Assets
(i) Investments in unquoted Equity Instruments - - 8.75 8.75
(ii) Security Deposits - - 154.15 154.15
- - 162.90 162.90

Fair Value hierarchy as on 31.03.2019


Particulars Level 1 Level 2 Level 3 Total
Financial Liabilities
Borrowing - - 24,699.44 24,699.44
- - 24,699.44 24,699.44
NOTE NO. 36 : Financial Risk Management
The Group’s principal financial liabilities comprise Borrowings (including Cash Credits), Trade Payables
and other payables. The main purpose of these financial liabilities is to finance the company’s operations
and to provide guarantees to support its operation. The Group’s principal financial assets includes
trade receivables, other receivables and cash and cash equivalents that derive directly from its operations.
The Group is expose to market risk, credit risk and liquidity risk. The group financial risk activities are
governed by appropriated policies and procedures and that financial risk are identified, measured and
managed in accordance with the group policies and risk objectives. The board of directors reviews and
agrees policies for managing each of these risk, which are summarized below:-

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a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate
because of changes in market prices. Market risk comprises Interest rate risk. Financial instruments
affected by market risk includes Borrowings.
b) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instruments will
fluctuate because of change in market interest rate. The company manages its interest risk in
accordance with the companies policies and risk objective.
c) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Company’s
receivables from customers. The company is exposed to credit risk from its financial activities
including trade receivable, Security deposits and other financial instruments. The maximum credit
risk as on the reporting risk is equal to the carrying value of the financial instruments.
d) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they
become due. The Group manages its liquidity risk by ensuring, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due.
The Group’s corporate treasury department is responsible for liquidity, funding as well as settlement
management. In addition, processes and policies related to such risks are overseen by senior
management. Group having Cash Credit facilities from various banks for maintaining the short
term financial requirement.
NOTE NO. 37 : Key Sources of Estimation uncertainty
The followings are the key assumptions concerning the future, and the key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities with next financial year
a) Fair valuation measurement and valuation process
The fair values of financial assets and financial liabilities are measured using the valuation techniques
including DCF model. The inputs to these methods are taken from observable markets where
possible, but where this it is not feasible, a degree of judgement is required in arriving at fair
values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.
Changes in assumptions about these factors could affect the reported fair value of financial
instruments.
b) Taxes
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be
available against which losses can be utilized significant management judgement is required to
determine the amount of deferred tax asset that can be recognized, based upon the likely timing
and level of future taxable profit together with future tax planning strategies.
c) Useful Life of PPE
Group has defined useful life of property plant and equipment in accordance with Schedule-II of
the Companies Act, 2013.
d) Leases
Ind AS-116 requires lessees to determine the lease term as the non-cancellable period of a lease
adjusted with any option to extend or terminate the lease, if the use of such option is reasonably
certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis
and thereby assesses whether it is reasonably certain that any options to extend or terminate the
contract will be exercised. The lease term in future periods is reassessed to ensure that the lease
term relects the current economic circumstances.
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Amount (` in Lakhs)
S.No Particulars As at As at
31.03.2020 31.03.2019
NOTE NO. 38 : Contingent Liabilities
i) Guarantees Given to:
Dakshin Gujarat Vij Company Limited,
DAHEJ, GUJARAT 193.55 150.24
The Commissioner of Customs 10.00 -
Reliance Industry Limited - 20.00
ii) Surety given to Dy. Excise & Taxation Commissioner 8.16 8.16
(S.T. Rohtak)
iii) Surety given to Customs and Central Excise Commissioner, 1,600.00 1,600.00
Jammu (J&K)
1,811.71 1,778.40
38.1 : Contingent Assets
Company having contingent assets of `13.63/- lakhs as on 31st March 2020 ( `13.63/- lakhs as on
31st March, 2019) from various customers in respect of claims against bounced cheques.
NOTE NO. 39 :
Related Party Disclosures
39.1 : Key Management Personnel
S. No. Name Designation
1 Shri S.N.Gupta Chairman & Managing Director
2 Shri M.P.Gupta Whole Time Director
3 Shri R.P.Gupta Whole Time Director
4 Shri Ajay Gupta Executive Director
5 Shri K.P. Uniyal Executive Director
6 Shri Pankaj Gupta Independent & Non Excecutive Director
7 Shri Ram kanwar Independent & Non Excecutive Director
8 Smt. Sujata Agarwal Independent & Non Excecutive Director
9 Shri Suresh Kumar Gar Independent & Non Excecutive Director
10 Shri Rajesh Gupta Independent & Non Excecutive Director
11 Shri Rakesh Verma Chief Financial Officer
12 Ms. Nikita Chadha Company Secretary
39.2 : Other Related Person & Related Entities
S. No. Name Nature of Relationship
1 Smt. Sweety Gupta Wife of Shri S.N.Gupta
2 Shri Dinesh Gupta Son of Shri S.N.Gupta
3 Smt. Savita Gupta Wife of Shri M.P. Gupta
4 Shri Vikas Gupta Son of Shri M.P. Gupta
5 Smt. Manju Gupta Wife of Shri R.P. Gupta
6 Shri Sahil Gupta Son of Shri R.P. Gupta
7 Ms. Neha Gupta Daughter of R.P Gupta
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Related Entities
S. No. Name
1 Bharat Insecticides limited
2 B R Agrotech Limited
3 Bharat Agrochem LLP
4 S.N.Gupta & Sons (HUF)
5 M.P. Gupta & Sons (HUF)
6 R.P. Gupta & Sons (HUF)
7 Nissan Bharat Rasayan Ltd (JV Company)

39.3 : Transaction with Related Parties ` in Lakhs)


Amount (`
S. Particulars Nature of Transaction during Outstanding Amount
No. Transaction the Period Payable/(Receivables)
Year ended Year ended Year ended Year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
1 Shri S.N.Gupta Managerial Remuneration 558.84 423.73 - 3,837.64
Loan taken 1,638.56 807.50 -
Loan repaid 2,571.70 497.80 3,216.85
Interest on loan 347.05 298.13 -
2 Shri M.P.Gupta Managerial Remuneration 540.84 405.73 - 2,279.65
Loan taken 733.00 708.00 -
Loan repaid 1,184.00 456.00 2,041.82
Interest on loan 236.85 191.97 -
3 Shri R.P.Gupta Managerial Remuneration 1,063.89 793.67 - 377.67
Loan taken 619.00 1,100.00 -
Loan repaid 597.90 872.60 434.37
Interest on loan 39.55 32.97 -
4 Shri Kamleshwar Managerial Remuneration 42.82 0.15 - -
Prasad Uniyal
5 Shri Ajay Gupta Managerial Remuneration 66.10 57.85 - -
6 Shri Abhay Kumar Managerial Remuneration - 44.87 - -
Sharma
7 B R Agrotech LimitedSales 11,643.66 17,095.16 - 935.79
Job Work Paid 23.72 - 3,175.04
Business Support Income 34.61 - -
Material purchased 1,132.34 3,554.97 -
8 Bharat Agrochem LLP Material purchased 0.19 46.09 174.00 -
Sales 663.77 906.09 -
9 Bharat Insecticides Material purchased 1,817.39 942.21 - 1,269.09
Limited Rent paid 5.95 5.56 -
Job Work (Income) - - -
Job Work (Paid) 5.72 4.66 64.96
Business Support Income 36.31 - -
Business Support Expenese 6.51 - -
Sales 4,216.22 4,584.72 -

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Amount (`
` in Lakhs)
S. Particulars Nature of Transaction during Outstanding Amount
No. Transaction the Period Payable/(Receivables)
Year ended Year ended Year ended Year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
10 Smt. Sweety Gupta Loan received - 5.80 - 78.88
Loan repaid 4.65 4.05 80.42
Interest paid on Loan 6.87 6.79 -
11 Shri Dinesh Gupta Loan received - - - 8.22
Loan Repaid - - 8.90
Interest Paid on Loan 0.74 0.69 -
12 M.P.Gupta & Sons Loan received 140.00 - - 209.91
(HUF) Loan Repaid 83.00 54.00 284.66
Interest Paid on Loan 19.71 19.62 -
13 Smt. Savita Gupta Loan received 733.80 5.00 - 88.62
Interest Paid on Loan 18.07 7.35 244.69
Loan Repaid 594.00 12.00 -
14 Mr. Vikas Gupta Loan received 78.00 - - 958.56
Interest Paid on Loan 66.34 79.81 5.28
Loan Repaid 1,091.00 - -
15 R.P.Gupta & Sons Loan received - - - 37.72
(HUF) Interest Paid on Loan 1.00 6.61 -
Loan Repaid 38.63 97.50 -
16 Smt. Manju Gupta Loan received 190.00 197.00 - 161.40
Interest Paid on Loan 13.07 15.93 204.17
Loan Repaid 159.00 247.50 -
17 Mr. Sahil Gupta Loan received 235.00 198.00 - 237.68
Interest Paid on Loan 11.32 15.37 116.87
Salary Paid 4.70 4.65 -
Loan Repaid 366.00 58.00 -
18 Ms Neha Gupta Loan received - - - -
Interest Paid on Loan - 0.89 -
Loan Repaid - 15.79 -
19 S.N. Gupta & Sons Loan Received 4.00 8.00 - 8.32
(HUF) Loan Repaid - - 13.25
Interest Paid on Loan 1.03 0.36 -
Rent paid 12.00 12.00 -

Note : Related Party Transactions are as identified by the Company.

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NOTE NO. 40 : Retirement Benefits


The summarized position of Post-employment benefits and long term employee benefits recognized in
the statement of Profit & Loss and Balance Sheet are under:-
(a) Change in the present value of the obligation Amount (`
` in Lakhs)

As at 31.03.2020 As at 31.03.2019
Particulars Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
Opening Present value of obligation 337.20 106.13 266.02 87.51
Interest Cost 25.80 8.12 20.75 6.83
Current service cos 49.88 28.39 37.93 22.44
Past service cost including
cutailment gains/losses - - - -
Benefits paid (22.57) (52.39) (6.80) (44.60)
Actuarial loss/(gain) on obligations 63.26 38.23 19.3 33.95
Closing Present value of obligation 453.56 128.48 337.20 106.13
(b) Change in present value of plan asset
Opening Fair value of plan assets 377.78 NIL 304.99 NIL
Difference in Opening NIL NIL NIL NIL
Expected return on plan assets 24.88 NIL 23.61 NIL
Employers contribution NIL NIL 55.98 NIL
Benefits paid (22.57) NIL (6.80) NIL
Actuarial (loss)/gain on obligations NIL NIL NIL NIL
Closing Fair value of plan assets 380.09 NIL 377.78 NIL
(c) Amount recognized in Balance Sheet
Estimated present value of obligations
at end of the year 453.56 128.48 337.20 106.13
Fair value of plan assets at the end of year 380.09 - 377.78 -
Funded Status (73.47) (128.48) 40.58 (106.13)
Net liability recognized in balance sheet 73.47 128.48 (40.58) 106.13
(d) Expense recognized in the Statement of Profit & Loss
Current service cost 49.88 28.39 37.93 22.44
Interest Cost (3.11) 8.12 (3.04) 6.83
Acturial Gain and loss - 38.23 - 33.95
Total expenses recognized in
Profit & Loss Account 46.78 74.74 34.89 63.22

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Amount (`
` in Lakhs)
As at 31.03.2020 As at 31.03.2019
Particulars Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
(e) Remeasurement recognized in Other Comprehensive Income
Actuarial gain/ (loss) for the year on Asset (4.02) - (0.18) -
Actuarial gain/ (loss) for the year on PBO (63.26) - (19.30) -
Unrecognized actuarial gain/ (loss) for the year (67.28) - (19.48) -
(f) Principal actuarial assumption as expressed as weighted average
Discount rate 6.76% 6.76% 7.65% 7.65%
Imputed rate of Interest
Expected rate of salary increase 5.00% 5.00% 5.00% 5.00%
Method used Projected Unit Credit Method Projected Unit Credit Method
(g) Bifurcation of PBO at the end of year in Current and Non-Current
Current liability (Amount due within one year) 17.25 15.59 15.71 17.41
Non-Current liability (Amount due over one year) 436.31 112.89 321.48 88.72
Total PBO at the end of year 453.56 128.48 337.19 106.13
(h) Sensitivity Analysis:
The above sensitivity analysis is based on a change in an assumption while holding all other
assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions
may be co-related. When calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method (projected unit credit method) has been applied as when
calculating the defined benefit obligation recognised within the statement of financial position.
Change in Change in Effect on Gratuity Effect on Leave
assumptions obligation Encashment
Discount Rate +0.5% (18.41) (5.87)
-0.5% 19.82 6.38
Salary Growth Rate +0.5% 20.07 6.46
-0.5% (18.79) (5.99)
(i) Maturity Profile of Defined Benefit Obligation
S.No Year Gratuity-Amount Leave-Amount
a) 0 to 1 Year 17.25 15.59
b) 1 to 2 Year 22.49 3.07
c) 2 to 3 Year 38.28 7.99
d) 3 to 4 Year 24.52 5.97
e) 4 to 5 Year 46.61 11.48
f) 5 to 6 Year 27.18 5.55
g) 6 Year onwards 277.23 78.84

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NOTE NO. 41 : Corporate Social Responsibility


As per the requirement of the provisions of the Companies Act, 2013, the Company has made Corporate
Social Responsibility contribution.
Note 42 : 'Ind AS-115 'Revenue from contracts with Customers Disclosures
(a) Disaggregation of revenue
Below is the disaggregation of the Company's revenue from contracts with customers:
For the year ended March 31, 2020 Amount (`
` in Lakhs)
Type of goods or service Sale of Products Job Work Income Total
Timing of satisfaction of
performance obligation:
Over time - - -
At a point in time 1,19,354.68 1,084.50 1,20,439.18
Total 1,19,354.68 1,084.50 1,20,439.18

Method for measuring performance obligation:


Input method 1,19,354.68 1,084.50 1,20,439.18
Output method - - -
Total 111,19,354.68 1,084.50 1,20,439.18

For the year ended March 31, 2019 Amount (`


` in Lakhs)
Type of goods or service Sale of Products Job Work Income Total
Timing of satisfaction of
performance obligation:
Over time - - -
At a point in time 97,345.88 963.64 98,309.52
Total 97,345.88 963.64 98,309.52

Method for measuring performance obligation:


Input method 97,345.88 963.64 98,309.52
Output method - - -
Total 97,345.88 963.64 98,309.52

(b) The Company has applied modified restrospective approach for the application of Ind AS 115
"Revenue from contracts with customers" and the effect is Nil on retained earnings as at April 1,
2019.
(c) Contract Balances Amount (` ` in Lakhs)
Particulars As at March 31, 2020 As at March 31, 2019
Contract balances
Trade receivables (Note 10.1) 25,058.83 27,908.74
Contract assets - -
Contract liabilities (Note 19) 89.86 17.72

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31st Annual Report 2019-2020

(i) Trade receivables are non-interest bearing and the customer profile include MNC, Public and
Private sector enterprises. The Company’s operating cycle is 12 months. General payment terms
include payments with a credit period of 90 days.
(ii) Contract assets is recognised over the period in which services are performed to represent the
Company's right to consideration in exchange for goods or services transferred to the customer.

Particulars As at March 31, 2020 As at March 31, 2019


Contract Asset at the beginning of the year - -
Transfer from Contract Asset to Trade Receivable - -
Contract Asset at the end of the year - -
(iii) Contract Liabilities represents the amount of advance received from Customers.
Particulars As at March 31, 2020 As at March 31, 2019
Contract Liabilities at the beginning of the year 17.72 30.36
Contract Liabilities at the end of the year 89.86 17.72
(d) The following table shows how much of the revenue recognised in the current reporting period
relates to brought–forward contract liabilities.
Particulars As at March 31, 2020 As at March 31, 2019
Amount received as advance from customers - -
Amount recognised as a revenue during the year 17.72 30.36
Amount due to customers - -
There was no revenue recognised in the current reporting period that related to performance obligations
that were satisfied in a prior year.

43 Disclosure as required by Ind AS 1 "Presentation of Financial Statements"


Changes in significant accounting policies:
Policy of ‘Leases’ has been modified in the significant accounting policies due to the applicability
of Ind AS 116 "Leases".
Ind AS 116 was notified with effect from April 1, 2019 which replaces Ind AS 17. Ind AS 116 sets
out the principles for the recognition, measurement, presentation and disclosure of leases and
requires lessees to recognise most leases on the balance sheet.
Lessor accounting under Ind AS 116 is substantially unchanged from Ind AS 17. Lessors will
continue to classify leases as either operating or finance leases using similar principles as in Ind
AS 17. Therefore, Ind AS 116 did not have an impact for leases where the Company is the lessor.
The Company adopted Ind AS 116 using the modified retrospective method of adoption with the
date of initial application of April 1, 2019. Under this method, the standard is applied retrospectively
with the cumulative effect of initially applying the standard recognised at the date of initial application.
The Company elected to use the transition practical expedient not to reassess whether
contract is or contains lease at April 01, 2019. Instead, the Company applied the standards
only to contracts that were previously identified as leases applying Ind AS 17.

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RASAYAN LIMITED
31st Annual Report 2019-2020

The effect of adoption Ind AS 116 as at April 01 2019 (increase/(decrease)) is as follows:


Amount (`
` in Lakhs)
Particulars Amount
Assets
Property, plant and equipment (88.92)
Prepayments -
Total assets (88.92)
Liabilities
Financial liabilities - Lease liabilities -
Total liabilities -
Other Equity (88.92)
The Company has lease contracts for office buildings, land and godowns. Before the adoption of
Ind AS 116, the Company classified each of its leases (as lessee) at the inception date as either
a finance lease or an operating lease. Upon adoption of Ind AS 116, the Company applied a single
recognition and measurement approach for all leases except for short-term leases.
Company has recognized the right of use assets under the head of the Property, Plant and
Equipment as per the guidance given under Ind AS-116.
Leases previously classified as finance leases
The Company did not change the initial carrying amounts of recognised assets at the date of
initial application for leases previously classified as finance leases (i.e., the right-of-use assets
equal the lease assets recognised under IAS 17). The requirements of Ind AS 116 were applied to
these leases from April 01, 2019 by adjustment through modified retrospective method.
Leases previously accounted for as operating leases
The Company recognised right-of-use assets and lease liabilities for those leases previously
classified as operating leases, except for short-term leases. The lessee recognizes a lease
liability measured at the present value of the remaining lease payments, discounted using the
lessee’s incremental borrowing rate at the date of initial application and correspondingy measured
the right-of-use asset at an amount equal to the lease liability, adjusted for previously recognized
prepaid or accrued lease payments.
The Company also applied the available practical expedients wherein it:
(i) Used a single discount rate to a portfolio of leases with reasonably similar characteristics
(ii) Applied the short-term leases exemptions to leases with lease term that ends within 12
months of the date of initial application and the total lease term is less than 12 months
(iii) Excluded the initial direct costs from the measurement of the right-of-use asset at the date
of initial application
(iv) Used hindsight in determining the lease term where the contract contained options to extend
or terminate the lease
44 Ind AS-116 "Leases Disclosures are as under:-
a) Company as a Lessee
The Company as a lessee has entered into various lease contracts, which includes lease of
land, office space and godowns. Before the adoption of Ind AS 116, the Company classified
each of its leases (as lessee) at the inception date as either a finance lease or an operating
lease.
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RASAYAN LIMITED
31st Annual Report 2019-2020

Right of Use Assets


Company has recognized the right of use assets under the head of the Property, Plant and
Equipment as per the guidance given under Ind AS-116. The carrying amounts of right-of-use
assets recognised and the movements during the year are disclosed below.
(`
` in Lakhs)
Particulars As at 31st March 2020
Amount
Balance at April 1, 2019 821.66
Addition -
Impact due to adoption of the Ind AS-116 88.92
Depreciation charge during the year 8.30
Disposals/adjustments during the year -
Balance at March 31, 2020 724.44

Set out below are the carrying amounts of lease liabilities recognised and the
movements during the year:
(`
` in Lakhs)
Particulars As at 31st March 2020
Amount
Balance at April 1, 2019 -
Addition -
Accredition of interest -
Payments -
Balance at March 31, 2020 -
Current -
Non-current -

Amounts recognised in Statement of Profit and Loss


` in Lakhs)
(`
Particulars For the year ended
31st March 2020
Depreciation expense of right-of-use assets 8.30
Interest expense on lease liabilities -
Expense relating to short-term leases 12.21
20.51

45 Covid-19 Disclosures
The World Health Organisation (WHO) declared outbreak of novel Coronavirus (COVID -19) a
global pandemic on March 11, 2020. Consequent to this, Government of India declared nationwide
lockdown on March 24, 2020 and ordered temporarily closure of non-essential businesses, imposed

182
RASAYAN LIMITED
31st Annual Report 2019-2020

restrictions on the movement of goods and services, travel etc. The plant operations of the Company
were under shutdown due to nationwide lockdown. In view of the unprecedented COVID-19 pandemic
and economic forecasts, the Management has assessed the recoverability of its assets including
receivables & inventories. In such assessment, the Company has considered internal and external
information upto the date of approval of these financial statements including economic forecasts.
The Company has performed analysis on the assumptions used and based on current indicators
of future economic conditions, the Company expects to recover the carrying amount of these
assets. The impact of the global health pandemic may be different from that estimated as at the
date of approval of these financial statements and the Company will continue to closely monitor
any material changes to future economic conditions. Management continues to monitor the impact
that the COVID-19 pandemic is having on the Company, the specialty chemical industry and the
economies in which the Company operates.
(i) Financial performance
The Company believes that for the year 2019-20, there has been no significant impact of
Covid19 pandemic on the financial performance of the Company in terms of revenue and
profitability of the Company.
(ii) Liquidity
The Company has access to sufficient liquidity for its operation.
The Company expects to recover the carrying amount of its assets comprising property,
trade receivables, deferred taxes, other financial and non-financial assets etc. in the ordinary
course of business based on information available on current economic conditions.
(iii) Steps taken for smooth functioning
During the lockdown period, the Company has taken various steps towards rethinking the
new normal for the business post COVID-19 lockdown. The working at non-critical locations
of the Company was streamlined with work from home norms and roster for the employees
as per the guidelines issued by the government authorities was finalised. Further, the Company
has put in place stringent monitoring processes for COVID-19 ensuring the following:
(i) Thermal Screening of all employees and visitors
(ii) Sanitizing the premises and vehicles on regular basis
(iii) Maintenance of social distancing at all work places
(iv) Enforcing wearing of masks and regular cleaning of hands
(v) Regular health updates of all the employees and their families
46 Events occuring after the Reporting date
Holding Company has entered in agreement to sale for a land situated at DP 53-55 Sayakha-1
GIDC Industrial Estate Sayakha-392140 Taluka -Vagra District-Bharuch Gujarat with its Joint
Venture Company "Nissan Bharat Rasayan Private Limited" for a sum of `1984.81/- lakhs on
dated 21st May, 2020.

183
RASAYAN LIMITED
31st Annual Report 2019-2020

47 Disclosure as per Schedule III to the Companies Act, 2013


Name of the Net Assets, i.e., Share in profit Share in other Share in total
entity in total assets or loss for the comprehensive comprehensive
the Group minus total year ended income for the income for the
liabilities as at year ended year ended
As % of Amount As % of Amount As % of Amount As % of Amount
consolid- consolid- consolid- total
ated net ated profit ated other compre-
assets or loss compre- hensive
hensive income
income
As at
31 March 2020
Bharat Rasayan 98.40% 55,511.87 100.00% 15,764.19 100.00% (67.28) 100.00% 15,696.91
Limited
Nissan Bharat 1.60% 900.00 0.00% - 0.00% - 0.00% -
Rasayan Private
Limited
Total 100.00% 56,411.87 100.00% 15,764.19 100.00% (67.28) 100.00% 15,696.91
As at
31 March 2019
Bharat Rasayan 100.00% 40,880.71 100.00% 11,152.43 100.00% (19.48) 100.00% 11,132.95
Limited
Nissan Bharat 0.00% - 0.00% - 0.00% - 0.00% -
Rasayan Private
Limited
Total 100.00% 40,880.71 100.00% 11,152.43 100.00% (19.48) 100.00% 11,132.95

Nissan Bharat Rasayan Private Limited is an Joint venture company are consolidated as per the
Equity Method.
48 Investments in Joint Venture
Bharat Rasayan Limted has established a Joint venture company "Nissan Bharat Rasayan Private
Limited" with the Nissan Chemical Corporation by agreement dated 18.02.2020 in the investment
proportion of the 30% and 70% respectively.
The Consolidated financial statements has been prepared based on the unaudited financial
statements of the Nissan Bharat Rasayan Private Limited, due to unavailability of the audited
financial statements at the time of finalization of the Consolidated accounts.
Nissan Bharat Rasayan Private Limited was incorporated in the Feb 2020 and during the period
Feb 2020 to March 2020 company has only incurred the pre-incorporation expenses of amounting
`116.01 lakhs and the same has been capitalized, therefore by applying the equity method of
consolidation it does not result in any impact on the Consolidated financial statement of the
Group.
(i) Interest in Joint Venture
Below are the details of an joint venture of the Company as at 31 March, 2020. The share
capital of the entity consists solely of equity shares, which are held directly by the Company.
The country of incorporation or registration, India, is also its principal place of business, and
the proportion of ownership interest is the same as the proportion of voting rights held.

184
RASAYAN LIMITED
31st Annual Report 2019-2020

Amount (`
` in Lakhs)
Particulars As At
31st March, 2020
Nissan Bharat Rasayan Private Limited
Ownership interest held by the group 30.00%
Carrying amount 900.00
Accounting method Equity Method
Nissan Bharat Rasayan Private Limited is primarily involved in the manufacturing of pesticides.

(ii) Summarised financial information for joint venture


The tables below provide summarised financial information for the joint venture. The information
disclosed reflects the amounts presented in the unaudited financial statements of the joint
venture and not the company’s share of those amounts.
Summarised balance sheet Amount (`
` in Lakhs)
Particulars As At
31st March, 2020
Current assets 3,000.60
Non-current assets -
Current liabilities 0.60
Non-current liabilities -
Net assets 3,000.00

Reconciliation to carrying amounts ` in Lakhs)


Amount (`
Particulars As At
31st March, 2020
Opening net assets 3,000.00
Profit/(loss) for the year (116.01)
Transfer to Preliminary Expense (Pre Operating Expense) 116.01
Other comprehensive income for the year -
Shares issued -
Interim dividend paid -
Tax on interim dividend -
Closing net assets 3,000.00
Group’s share in % 30.00%
Group’s share in INR 900.00
Carrying amount 900.00

185
RASAYAN LIMITED
31st Annual Report 2019-2020

Summarised statement profit and loss Amount (`


` in Lakhs)

Particulars For the year ended


31st March, 2020
Revenue (including Other Income) 4.20
Profit/loss from continuing operations (116.01)
Post-tax profit or loss from discontinued operations (116.01)
Other comprehensive income -
Total comprehensive income (116.01)

49 Operating segment are reported in the manner consistent with the internal reporting provided to
chief operating decision maker(CODM). CODM has identified only one operating segment, hence
no separate disclosure are required.
50 Approval of financial statement
The Consolidated financial statements were approved for issue by the Board of Directors on 26th
June, 2020.

186
RASAYAN LIMITED
Regd. Office : 1501, Vikram Tower, Rajendra Place, New Delhi - 110 008
Phone No. : 011-43661111, Fax No. : 011-43661100
Email-ID : investors.brl@bharatgroup.co.in, Website : www.bharatgroup.co.in
CIN : L24119DL1989PLC036264

PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and
Rule 19(3) of the Companies (Management and Administration) Rules, 2014)
Name of the Member(s)
Registered Address
E-mail ID
Folio No./DP ID & Client ID
I/We, being the member(s) of __________ shares of the above named Company, hereby appoint:
1. Name :___________________ Address: _____________________________________________
E-mail ID:_________________ Signature: ___________________ or failing him/her
2. Name :___________________ Address: _____________________________________________
E-mail ID:_________________ Signature: ___________________ or failing him/her
3. Name :___________________ Address: _____________________________________________
E-mail ID:_________________ Signature: ___________________
as my /our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 31st Annual General
Meeting of the Company, to be held on Thursday, the 24th day of September, 2020 at 10:30 A.M. at Hotel
Regent Grand, 2/6, East Patel Nagar, New Delhi-110008, and at any adjournment thereof in respect of such
resolutions as are indicated below:
Item Description No.of I/We assent I/We
No. Shares to the dissent to the
held by Resolution Resolution
me/us (FOR) (AGAINST)
ORDINARY BUSINESS
1. Adoption of Accounts
2. Declaration of Dividend
3. Rotation of Director
4. Rotation of Director
5. Ratification of Appointment of Auditors
SPECIAL BUSINESS
6. Revision in the Remuneration of Shri Ajay Gupta (DIN:02187741), Whole
Time Director/ Executive Director of the Company
7. Ratification of remuneration payable to M/s. M.K.Singhal & Co., Cost
Accountants, appointed as Cost Auditors of the Company for financial
year 2020-21
Please
Signed this ...................................day of .................................2020. affix
Revenue
Stamp

(Signature of the shareholder)


Signature of Proxy holder(s) ...........................................................................
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. It is optional to indicate your preference. If you leave the FOR/AGAINST column blank against any or all
resolutions, your proxy will be entitled to vote in the manner as he or she may deem appropriate.
RASAYAN LIMITED
Regd. Office : 1501, Vikram Tower, Rajendra Place, New Delhi - 110 008
Phone No. : 011-43661111, Fax No. : 011-43661100
Email-ID : investors.brl@bharatgroup.co.in, Website : www.bharatgroup.co.in
CIN : L24119DL1989PLC036264

ATTENDANCE SHEET
31st ANNUAL GENERAL MEETING
THURSDAY, 24th SEPTEMBER, 2020, AT 10:30 A.M. AT
HOTEL REGENT GRAND
2/6, East Patel Nagar, New Delhi-110008

Name of the Shareholder/Proxy*


Folio No. / DP ID & Client ID*
Address

No. of shares held


I/ We hereby record my/ our presence at the Annual General Meeting of the Company.

Place :
Dated :

_________________________________
(Signature of the shareholder/proxy*
to be signed at the attendance counter)

*Delete whichever is not applicable

Note : Please complete this Attendance Slip and handover at the entrance gate. Only Members or
their Proxies are entitled to be present at the Meeting.
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