bharat fertiliser inds limited 2012

7/29/2019 Bharat Fertiliser Inds Limited 2012

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B H A R A T F E R T IL IS E R IN D U S T R IE S LTD,M U M B A I

27th. A N N U A L R E POR T(2011 -2012)


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!A R A T F E R T IL IS E R IN D U S T R IE S L T D .BOARD OF DIRECTORS

COMPANY SECRETARYTEAM OF CHIEF EXECUTIVEOFFICERS

AUDITORS

PLANT

REGISTERED OFFICE

REGISTRARS FOR SHARETRANSFERS & DEMATERIALISATION

Shri Yogendra D. PatelChairman & Managing DirectorSmt. Anjni Y. PatelJoint Managing DirectorMs. Chandni Y. PatelWhole Time Director

Shri Kantilal N. JethwaDirectorShri Suresh M. BhadrechaDirectorShri Shirish P. GajendragadkarDirector

Shri A. J . ChakoteShri Shailendra D. Patel,CEO (Fertiliser)Shri Vijal Y. Patel, CEO (Realty)

Desai Saksena & AssociatesChartered Accoun tants, Laxm i Building,1 sl Floor, Fort, Mumbai - 400 001Village : KharivaliTaluka : WadaDist : ThaneBharat Fertiliser House1 2, Nanabhai Lan e, Fort, Mum bai - 23

M/S. Link Intime India Pvt. Ltd.C-13, Pannalal Silk M ills Com pound, L.B.Marg, Bhandup (West), Mum bai - 400 078.

Annual G eneral Meeting on Tuesday 24th. July, 2012 at 3.30 p.m.at Sardar Patel Bau g, Shri Vile Parle Patidar Ma ndal, Parleshwar Roa d,Vile Parle (East), Mumbai - 400 057.


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27th. ANNUAL REPORT (2011 - 2012)B H A R A T F E R T IL IS E R IN D U S T R IE S L IMIT E D

27T H A N N U A L R E P OR T 2011-2012N O T I C ENotice is hereby g iven that the Twenty Seventh Annual General M eeting of the C ompany will be heldas detailed below:Day

DateVenue

Time

Tuesday24/07/2012Sardar Patel BaugShri Vile Parle Patidar M andalParleshwar R oad, Vile Parle (East), Mumbai-400 0573.30 P.M.

The Agenda will be as underO R D I N A R Y B U S I N E S S1 . To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2012, Profit and LossAccount for the Accounting year frorh 1 st April, 2011 to 31 $t March, 2012, Auditors' Report andDirectors' Report thereo n.2. To Consider paym ent of Dividend on Equity Shares3. To appoint a Director in place of Shri Suresh M. Bhadrecha who retires by rotation and being eligible,

offers himself for reappointment.4. To appoint a Director in place of Shri Shirish P. Gajendragadkar who retires by rotation and beingeligible, offers h imself reap pointment.5. To appoint Auditors to hold office from the conclusion of this mee ting until the conclusion of the nextAnn ual Gene ral Meeting and to fix their remuneration.S P E C I A L B U S I N E S S

I t e m N o . 6T o Consider and if thought fit to pass with or without Modifications the following R esolution as aS pecial R esolution.

RESOLVED THAT pursuant to section 21 of the C ompanies Act 1 956 and subject to approval of CentralGovernme nt, the present name of the Company be changed from B harat F ertiliser Industries L td., toB harat A gri F ert & R ealty L imited with immediate effect.


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B H A R A T F E R T IL IS E R IN D U S T R IE S L T D .RESOLVED FURTHER THAT Shri Yogendra D. Patel, Chairman & Mg. Director be and is herebyauthorized to make necessary application to the Ministry of Corporate Affairs, / Stock Exchanges /Statutory Authorities for change in the name of the Company as Bharat Agri F ert & R ealty L imited andon obtaining the approval, change the name on the Letter Heads / Stationery, Share Certificates,Industrial Licenses, factory License, 7/12 extracts of Land records with respective Talathi, tahsildar, Prantand collectorate Office at M ajiwada and Wad a, D ist: Tha ne, Income tax Docum ents, T.D.S. VAT, Servicetax returns, Customs and Excise Duty returns, Shops and Establishment Registration Certificate andinform Bombay Stock Exchange, SEBI, NSD L/CDSL , Municipal Authorities i.e. Municipal Corporationof Greater Mum bai and Thane Municipal Corporation, State and Central Government StatutoryAuthorities and such other Authorities connected w ith the business activities of the company.

I t e m N o . 7

T o Consider and if though t fit to pass with or without Mod ifications the following R esolution as aS pecial R esolution.

"RESOLV ED TH AT pursuant to the provision' of section 1 49(2A) and other applicable provisions of theCompanies Act 1956, approval of Shareholders be and is hereby accorded to the company forcommencement of business as specified in clauses 1(A), 1(B), 1(C) & 1(D) of the object clause of theMem orandum of Asso ciation of the Com pany.

RESOLVE D FURTH ER THAT the Board of Directors of the Com pany be & is hereby authorized to giveeffect to the foregoing Res olution".

Bharat Fertiliser Industries Ltd.Place: Mumbai

A.J. ChakoteCompany Secretaryated : 12th June 201 2R egistered Office:B harat F ertiliser H ouse12 Nanabhai Lane, FortMumbai 400 023.

N O T E S1) A member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote

instead of himself and the proxy need not be a mem ber of the C ompany.2) The register of Mem ber and Share Transfer Books of the Company will remain closed from

Saturday 1 4/07/2012 to Tuesday 24/07/201 2 (both days inclusive),


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27th. A N N U A L R E PO R T (2011 - 2012) B U -3) Dividend if sanctioned by General Body will be paid from 06/08/201 24) Mem bers are requested to bring copy of the Annu al Report along with their registered address, if

any. at the time of annual gen eral m eeting

5) Mem bers are requested to imme diately notify the Company. Change in their registered address , ifany.

6) In terms of the directive from Stock Exchang e, Mumb ai, the company has appointed comm onagent for share registry work and dem aterialisation wo rk. The name and address of the R egistrarsand Transfer Agents are as under:Link Intime India Pvt. Ltd.Registrars for share transfers and DematerialisationC-13 Pannalal Silk Mills CompoundLBS Marg, Bhandup WestMumbai 400078.The share holders are requested to contact the Reg istrars for necessary as sistance in the matter ofshare transfers and dematerial isat ion on Primary No.022-25946970 and e-mail IDrnt.helpdesk(S)linkintime.co.in

7) W ith a view to fall in line with the directive of Ministry of Corp orate Affairs as per Green Initiative inCorporate Governance, the company has decided to opt for paperless compliance and e-mailBalance Sheet to Shareholder electronically, instead of mailing Physical copies.Shareh olders are requested to inform their E-mail ID to the Com pany to send them Balance Sheetelectronically. O ur E-mail id is bfilshivsai@g mail.com

8) Shareh olders are requested to send their queries in respect of Financial Accoun ts of the Companyfor the year ended 31 st March, 201 2 at least a week in advance so as to enable the managem ent tokeep the information ready at the time of Annua l Ge neral Me eting.

1 . Details of Director seeking reappointment a t ensuing Annual General Meeting.Name of Director : ShriS uresh M.B hadre chaDate of BirthDate of AppointmentNature if experience in specificFunctional AreaDirectorships in other CompaniesNames of Comm ittees of otherCompanies in which the Directoris a M ember

30/08/195809/12/2002General Adm inistration

NILNIL


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A R A T F E R T I L IS E R IN D U S T R IE S L T D .2. Details of Director seeking reappointment at ensuing Annual General Meeting.

Name of Director : ShriShirishPrabh akarG ajendragad karDate of BirthDate of AppointmentNature of experience in specificFunctional AreaDirectorships in other C ompan ies

Names of Com mittees of otherCompanies in which the Directoris a M ember

08/06/196214/05/2010Land Acquisition & Institutional/Corporate Marketing.Abhidi Realty Advisors Pvt. Ltd.Adharaya Finance Advisors Pvt. Ltd.Arna vAs sets Solution Pvt. Ltd.Adharaya Holding Pvt. Ltd.NIL

E xplanatory statement as required by S ection 173(2) of the Comp anies A ct 1956The following explanatory statement relating to Item No. 6 & 7 of the accomp anying Notice sets out allMaterial facts as required under s ection 173 of the Ac t:

Item No. 6

The com pany intends to reflect its m ain activities in its name viz. Agriculture, F ertiliser & Realty business.It has therefore selected the name "B harat A gri F ert & R ealty L imited."

Necessa ry application was made to Ministry of Corporate Affairs, New Delhi and they have informed thatthe name is available. The approval of Shareholders is now sought for the new nam e and s hareholdersare requested to approve the new name "B harat A gri Fert & R ealty L imited".

The Re solution contained in item No.6 is comme nded for adoption by the m emb ers.I tem N o. 7The C ompan y intends to develop its agricultural land admeas uring 12 0 Acres at village Kharivali, Tal :Wada, Dist: Thane under joint collaboration with Israel company for high tech corporate farming, it isnecessary to change name to indicate the business of agriculture farming in the name of the company asper Clause 1 (C) of Objects clause of the Company which reads as under:1( C ) To purchase, sell, develop , construct, re-develop, take in exchange or on lease hire or otherw ise

acquire, for sale or working or developing or disposing or maintaining the same, any real orpersonal estate including lands, buildings, Special Economic Zones, factories, mills houses,4


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27th. A N N U A L R E PO R T (2011 - 2 012)cottages, sho ps, depots, wareho uses, licenses, easeme nts or interests in or with respects to anyproperty of the company in consideration and to build township, markets or other buildingsincluding for residential, commercial, industrial, hospitality, retail, entertainment, educational,healthcare or conveniences thereon and to equip the same and part hereof with all or anyamenities or conveniences and equipped with all facilities and furnishings and to carry onbusiness as owners of flats and buildings and to let on lease or otherwise premises therein and toprovide for the conveniences commonly provided in buildings and entering into contracts andarrangements of all kinds with builders, tenants and others.

Similarly since the Com pany intends to develop trading activities in Rock P hosphate & other Fertilizer theword "Fertiliser" is necessary in the name of the Comp any as per Clause 1 (A) of the Objects clause of theMem orandum of Association of the Com pany which reads as under:

1 (A) All grades of Organics & Chem icals, Phosphatic Fertilisers & NPK Grade Fertilisers such as 98%Sulphuric Acid, Oleum of all grades Liquid SO 3Chloro SulphonicAcid Flourine based chemicals(SSF), Alum of Ferric & Non-Ferric (Liquid & Solid) Form), Single Super Phosphate (Powder &Granulated form) and related bye-products.

The C ompany has started construction Activity & Real Estate business at M ajiwada, Thane and wants totake up the redevelopme nt of Registered O ffice Building at 12 , Nanabhai Lane, Fort, Mumbai along withremaining co nstruction activity at Thane from tim e to time. (C lause 1 (B) & (D) which is reads as under:

1 (B) To build, construct, com mercialize, convert, develop, design , dem olish, deal, erect, establish,fabricate , finance, furnish, hire, improve, lease, license, manage, maintain, repair, remodel,recondition, renovate and sell Residential buildings, commercial buildings, service apartments,Hotels, Taverns, Restaurants, Food Courts, luncheon counters, Cafeterias, Bars, Resorts,Refreshment Rooms, Boarding and Lodging, House Keepers, Motels, Guesthouses, Clubs,Shopping malls, Theaters and Cinemas, Entertainments Multiplexes, Places of amusementrecreations, Amusement parks, Recreation Centers, Pubs, discotheques, Swimming Pools,Fitness and Health Clubs, banquet halls, Marriage halls, Hospitals, Schools, Super Markets,Hyper Markets, Departmental stores, Places of Worship, Highways, Roads, Paths, Streets,Sideways, Courts, Alleys, Pavements, Bridges, Factories, industrial estate, commercialstructures, dams, canals, public utilities, excavators & land fillers and to do other similarconstruction, leveling or paving work and for these purposes to purchase, take on leases, orotherwise acquire and hold any lands and prepare layout thereon or buildings of any tenure ordescription wherever situate and to do the business or real estate developers , construction andestate agen ts, property dealers and to carry out such other related activities in India or any otherpart of the wo rld.


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f B H A R A T F E R T IL IS E R I N D U S T R I E S L T D .1 (D) To carry on the business of Real estate on its own by the Company or on joint Venture basis for

development, redevelopment of the land, buildings, structures and other estate of the Co mpanyas well as of other persons, com panies or entities in such m anner and on such terms as the Boardof Directors may deem fit.

Special Resolution according approval of General Body Meeting is necessary to undertake aboveactivities as per Object Clause of the company's Mem orandum of Ass ociation.

The R esolution contained in item N o.7 is comm ended for adoption by the members.None of the Directors is interested in the Resolution.

Place: MumbaiDated :1 2 th June 201 2

Bharat Fertiliser Industries Ltd.A.J .ChakoteCompany Secretary


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27th. A N N U A L R E P O R T ( 2 0 1 1 - 2012)D I R E CT O R S R E P OR T T O ME M B E R S

Your Directors submit herewith their Report along with the Audited Statement ofAccounts for the yearended 31st March 201 2.

F I N A N C IA L R E S U L T S

Turnover

Profit/Loss before interest and depreciationLess : InterestGross Profit/Loss before depreciationLess : DepreciationOperating Profit/LossLess : Provision for TaxAdd : Prior Period income/Exp.Surplus/Deficit during the year

Add : Profit/ Loss brought Forward

2 0 1 1 - 2 0 1 2( R s .in l a c s )

3 0 5 7 . 3 2

1 2 8 2 . 1 24 3 . 8 2

1 2 3 8 . 3 05 2 . 3 1

1 1 8 5 . 9 92 4 7 . 0 7

0.969 3 7 . 9 6

2 0 1 0 - 2 0 1 1( R s .in l a c s )

2 9 1 8 . 4 7

1 4 3 9 . 3 10 6 . 0 8

1 4 3 3 . 2 35 4 . 0 0

1 3 7 9 . 2 33 5 8 . 0 46 4 3 . 9 6

1 6 6 5 . 1 5

1029.03 (636.12)Less: Proposed DividendBalance Carried to Balance Sheet

79.28"i887.7i" 1029.03

During the year ended 3 1 s t March 2012, the Company hasachieved Turnover of Rs. 3057.32 Lacs asagainst Rs.291 8.47 Lacs during corresponding period.

The Accounting Year 2011-2012 has ended in a Profit of Rs.1282.12 Lacs as compared to Profit ofR s . 1439.31 Lacs during the corresponding period last year. After providing for interest am ounting to Rs.43.82 Lacs and depreciation of Rs.52.31 Lacs, the Company hasmade a Profit of R s . 1185.99 Lacs asagainst the Profit of R s . 1379.23 Lacs during the last year. After deducting prior period expenses ofRs.0.96 Lacs and taking into account the provision for Taxation for the current year Income Tax ofRs.247.07 Lacs the year hasended in a Profit of Rs. 937.96 Lacs. After ad justing the surplus broughtforward during last year amounting to R s . 1 029.03 Lacs and proposed dividend ofRs.79.28 Lacs, the totalProfit of R s . 1 887.71 Lacs is carried to Balance Sheet.


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D I V I D E N DB H A R A T F E R T IL IS E R IN D U S T R I E S L T D .

Your Directors recom men d 1 5% dividend on paid up equity share of Rs.1 0/- each for the year ended31/03/2012.

R eview of OperationsYour directors are glad to report that Phase I of the Residential Project of the Com pany is completed in allrespects as per time sc hedu le. Buildings A, B, C, D & E are completed in all respects as also P odium w ithClub House is completed.The po ssession is offered to custom ers after occupation certificate was obta ined.

Phase II of the Project will be started after necessary endorsement of TDR against URC TArea developedand handover to TMC for 211 0 Sq. Mt. and the balance TDR w ill be purchased from TM C/open Market asper Rules & R egulations prevailing at that time in a span of 3/4years.

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

During the year the Company has produced 1847 Mts. SSP for RCFL under conversion contract basisand thereafter the contract was m utually terminated from 1 5

thDecember 2011 . It is gratifying to no te thatboth BFIL & RCFL decided to part with gesture of goodwill without any legal claim on either side. The

original Bank Guarantee for Rs. 1 Crore was returned by RCFL together with conversion payment in full.

Now as the Company's Plant is in good condition, the company intends to enter into marketing tie-uparrangem ent in fetilisers, with other reputed Fertiliser C omp anies on improve d terms and co nditions andaccordingly separate Marketing arrangement is entered with M/s. Chambal Fertilisers and ChemicalsLimited for 50,000 M.T. & M/s. Indian Potash Limited for 30,000 M.T .fortheye ar20 1 2-2 01 3.

Current Year WorkingYou are aw are that the C omp any has kept its Fertiliser Plant in up to date con dition to acce pt any freshorder for manufacture / processing of Fertilisers. Now the Comp any has p rocured working capital financefrom (1) United Bank of India, Overseas Branch, Fort, Mumbai (2) Bank of Baroda, Vile Parle (East),Mumbai and necessary d ocuments are being made with them.

bharat fertiliser inds limited 2012

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