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Agro Phos India Ltd.

BSE: 538387 Sector: Agri and agri inputs
NSE: AGROPHOS ISIN Code: INE740V01019
BSE 05:30 | 01 Jan Agro Phos India Ltd
NSE 00:00 | 24 May 42.00 3.25
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Agro Phos India Ltd. (AGROPHOS) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their 15th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2017.

1. FINANCIAL HIGHLIGHTS

During the year under review performance of your company as under:

Particulars Year ended Year ended
31st march 2017 31st march 2016
Revenue from operation and Other Income 801327357.04 794131342.28
Less: Expenditure 772689910.63 743005512.50
Profit/(Loss) before tax 28637446.41 51125829.78
Less: Tax Expense
Income tax (current year) 5992899.00 10573385.00
Income tax paid for earlier years 170890.00 285982.81-
Deferred tax 10489886.00 16181516.00
Profit/(Loss) after tax 11983771.41 24084945.97

2. DIVIDEND

To strengthen the financial position of the Company no dividend is recommended by theBoard of Directors for the Financial Year 2016-17.

3. AMOUNT TRANSFERRED TO RESERVE

During the year the Company has transferred amount of Rs. 11983771.41 in GeneralReserve.

4. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the rules made there under.

5. SHARE CAPITAL a) Authorized Capital

During the year under review; the Authorized Capital of the Company was increased fromRs. 50000000/-(Rs. Five Crores) divided into 5000000 (Fifty Lacs) Equity Shares ofRs.10/- each to Rs. 210000000/- (Rs. Twenty One Crore) divided into 21000000 (TwoCrores Ten Lacs) Equity Shares of Rs.10/- each. b) Issued Subscribed and Paid up ShareCapital

• Issue of Bonus Equity Shares:

During the Financial year 2016-17 under review the Company has issued and 11515292fully paid-up Bonus Equity Shares in the proportion of 4 equity shares for every one shareheld by the members and made allotment of bonus shares on 27th August 2016 to theexisting shareholders by capitalization of a sum of Rs. 115152920/-.

• Issue of Equity Shares :

Your Directors are pleased to inform that the Company has issued prospectus to thegeneral public on 09th November 2016 for making public issue of 5880000 Equity Shares ofRs. 10/- each at a premium of Rs. 12/- per share aggregating Rs. 58800000/- and the issuewas successfully oversubscribed by more than 17 times and has made allotment of 5880000/-equity shares on 10th November 2016.

The Company has not issued shares with differential voting rights or granted stockoptions or sweat equity.

Accordingly the company's entire post issue paid up capital stood at Rs.202741150/-divided into 20274115 Equity Shares of Face Value of Rs. 10/- each and were listedat the NSE SME Platform on 16th November 2016.

6. Utilization of the public issue proceeds :

The Company has generated funds of Rs. 129360000/- for the purposes andobjects to make repayment of the secured and unsecured loans and working capital needs asper the prospectus dated 09th November 2017. The Company submits the followingstatements towards the utilization of the issue proceeds as under :

12

S.No. Purpose/objects for raising of funds through public issue Amount raised in public issue (Rs. In lakhs) Utilized till 31 March 2017 Remarks
1 Repayment/ Prepayment of certain 400.00 400.00 -
borrowings availed by our Company
2 Working capital requirements 578.60 578.60 -
3 Issue expenses 100.00 100.00 -
4. General Corporate Purposes 215.00 215.00 -
Total 1293.6 1293.6 -

Your directors place on record their sincere thanks to all the investors for placingtheir confidence in the working and management of the Company.

Your directors also place on record their sincere thanks to the SEBI NSE Ltd. LeadManager to the Issue M/s Pantomath Capital Advisors Pvt. Ltd. Registrar to the Issue M/sBigshare Services Pvt. Ltd. CSDL NSDL and all the agencies involved for their valuableservices and guidance extended to the Company for success of the public issue.

7. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the cooperation extended by all the employees inmaintaining cordial relations.

8. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information andexplanations obtained by them your Directors confirms the following statements in termsof Section 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualaccounts for the year ended 31st March 2017 the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any; b.that such accounting policies as mentioned in the Financial Statements have been selectedand applied consistently. Such judgments and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs and of Profit ofthe Company for the financial year ended on March 31st 2017. c. that they have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. that theyhave prepared the Annual Accounts on a going concern basis; e. that they have laid downinternal financial controls for the company and such internal financial controls wereadequate and were operating effectively. f. that they have devised proper systems toensure compliance with the provisions of all applicable laws and such system are adequateand operating effectively.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of the following directors namely:-

DIN / PAN NO. NAME DESIGNATION DATE OF APPOINTMEN DATE OF CESSATION
00244925 Raj Kumar Gupta Managing director 24/09/2002 (Reappointed on 08th March 2017) -
05218142 Uma Gupta Whole-time director 05/03/2016 24/08/2016
05233476 Vishnu Kant Gupta Whole-time director 16/03/2012 -
07595771 Abhay Gupta Director 24/08/2016 -
00017285 Vijay Singh Bharkatiya Independent Director 16/08/2016 -
00527049 Mukesh Kumar Jhawar Independent Director 16/08/2016 -
07590997 Vani Gupta Independent Director 16/08/2016 -
Ms. Neetu Dubey Company Secretary 16/08/2016 20/01/2017
07758751 Abhishek Kalekar Additional Director 08/03/2017 -
BROPK5778F Karishma Kakkar Company Secretary 20/03/2017 -
BAVPG2982D Vidit Garg CFO 08/03/2017 -

10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

As on March 31 2017 the Company does not have any subsidiary or joint venture orassociate Company.

11. NUMBER OF BOARD MEETINGS

During the Financial Year 2016-17 [15] meetings of the Board of Directors of thecompany were held.

S.NO DATE OF BOARD MEETING Total No. of Directors No. of Directors attended the Meeting
01 20/06/2016 3 3
02 05/08/2016 3 3
03 16/08/2016 3 3
04 18/08/2016 6 3
05 24/08/2016 6 3
06 30/08/2016 6 3
07 02/09/2016 6 3
08 06/09/2016 6 3
09 28/09/2016 6 3
10 05/10/2016 6 3
11 10/11/2016 6 3
12 02/12/2016 6 3
13 16/01/2017 6 3
14 10/02/2017 6 3
15 08/03/2017 6 3

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS :

As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on 21st March2017 to review the performance of Non-Independent Directors (including the Chairman)and the entire Board. The Independent Directors also reviewed the quality content andtimeliness of the flow of information between the Management and the Board and its'Committees which is necessary to effectively and reasonably perform and discharge theirduties.

13. COMMITTEES OF THE BOARD

The Company has following four Committees as follows:

(a) Audit Committee : The Company has constituted Audit Committee as per section177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015; vide resolution passed at the meeting of theBoard of Directors held on 16th August 2016. The terms of reference of AuditCommittee are broadly in accordance with the provisions of SEBI (LODR) Regulations 2015and Companies Act 2013.

The Audit Committee comprises of the following Directors of the Company as on 31stMarch 2017.

Name of director Nature of Directorship Designation in the Committee
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member
Ms. Vani Gupta Independent Director Member

After the constitution 3 meeting of the Audit Committee were held during the year.

(b) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordancesection 178 of the Companies Act 2013. The constitution of the Nomination andRemuneration Committee was approved by a Meeting of the Board of Directors held on 16thAugust 2016. The Nomination and Remuneration Committee comprises of the followingDirectors of the Company as on 31st March 2017.

Name of director Nature of Directorship Designation in the Committee
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member
Ms. Vani Gupta Independent Director Member

After the constitution 3 meeting of the Nomination and Remuneration Committee were heldduring the year.

(c) Stakeholders' Relationship Committee

The Company has constituted a shareholder/investors grievance committee("Stakeholders?Relationship Committee") to redress complaints of theshareholders. The Stakeholders' Relationship Committee was constituted vide resolutionpassed at the meeting of the Board of Directors held on 16th August 2016. TheStakeholders' Relationship Committee comprises the following Directors as on 31st March2017:

Name of director Nature of Directorship Designation in the Committee
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member
Mr. Vijay Singh Bharkatiya Independent Director Member

(d) Corporate Social Responsibility Committee

Company has constituted a Corporate Social Responsibility Committee in accordance tosection 135 of Companies Act 2013. The constitution of the Corporate SocialResponsibility was approved by a meeting of the Board of Directors held on April 15 2014and reconstituted by the Board of Directors at their meeting held on 16th August 2016.The Corporate Social Responsibility Committee comprises the following Directors31st March2017:

Name of director Nature of Directorship Designation in the Committee
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member
Mr. Vishnu Kant Gupta Whole Time Director Member

Further your company is in planning to make investment in CSR activities as prescribedin schedule VII of the Companies Act 2013.

The detail CSR policy has enclosed in Annexure C.

14. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2016-17 in the prescribedformat AOC 2 has been enclosed with the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act 2013 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has established a Vigil Mechanism called the ‘Whistle Blower Policy' forDirectors and Employees to report concern of unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct or ethics policy and the details ofthe Whistle Blower Policy has been uploaded on the Company's websitehttp://www.agrophos.com .

17. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report..

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-C".

19. RISK MANAGEMENT POLICY :

The Company has adequate risk management process to identify and notify the Board ofDirectors about the risks or opportunities that could have an adverse impact on theCompany's operations or to that could be exploited to maximize the gains. The processesand procedures are in place to act in a time bound manner to manage the risks oropportunities.

20. SIGNIFICANT & MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts ortribunals impacting the going concern status of the Company and future operations.

21. AUDITORS THEIR REPORT & COMMENTS BY THE MANAGEMENT

Statutory Auditors

Pursuant to provisions of section 139 of the Companies Act 2013 and rules madethereunder the term of Office of M/s. Rajendra Goyal & Co. Chartered Accountants asStatutory Auditors of the Company will conclude from the close of ensuing Annual GeneralMeeting of the Company as they have Completed the transition period of 3 years as well ashas completed period of 10 years and now is not eligible to be re-appointed. The Board ofDirectors places on record its appreciation to the services rendered by M/s. RajendraGoyal & Co. Chartered Accountants as the Statutory Auditors of the Company.

Audit Committee has in their meeting recommended the appointment of M/s. AshokKhasgiwala & Co. Chartered Accountants as Statutory Auditors of the Company forcarrying out the Statutory Audit of the Company for the Term of 5 years commencing fromthe conclusion of this Annual General meeting to the the conclusion of 20th Annual GeneralMeeting of the Company (from the Financial Year 2017-2018 to 2021-2022) which will besubject to ratification by shareholders in ensuing Annual General Meeting. Company hasalso received letter from M/s Ashok Khasgiwala & Co. confirming their consent andeligibility for being appointed as Statutory Auditor of the Company.

Your Board is pleased to inform that the notes on accounts referred to and theAuditors' Report are self explanatory and therefore do not call for any explanatory note.

Cost Auditor

The Board of Directors in pursuance of an order under section 148 of the CompaniesAct 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules 2014 issuedby the Central Government has appointed on the recommendation of Audit Committee M/s.M.P. Turakhia & Associates Cost Accountants Indore as Cost Auditors to conduct auditof the cost accounts maintained by the Company in respect of Fertilizers manufactured forthe financial year 2017-18. As required under Companies Act 2013 a resolution seekingmembers approval for the remuneration payable to cost Auditor forms part of the noticeconveying the Annual General Meeting for their ratification.

Internal Auditor

M/s Pankaj Somaiya & Associates LLP Chartered accountants is appointed as anInternal Auditor of the Company to conduct the internal audit of the Company for theFinancial Year 2017-18 as required under Section 138 of the Companies Act 2013 and theCompanies(Accounts)Rules2014. The Company has an Internal Control System commensuratewith the size scale and complexity of its operations. The scope and authority of theInternal Audit function is defined. The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the Internal Control System and suggestimprovements to strengthen the same. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board. Based on thereport of internal audit function Company undertakes corrective action in theirrespective areas and thereby strengthen the controls. Recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board andaccordingly implementation has been carried out by the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Neelesh Gupta & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year 2016-17 in annexure D isannexed herewith as forming part of this report. There are no adverse commentsqualifications or reservations or adverse remarks in the Secretarial Audit Report.

22. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform of NSE Limited; isexempted from provisions of corporate governance as per Regulation15 of the SEBI (LODR)Regulations 2015. Hence no Corporate Governance Report is required to be disclosed withAnnual Report. It is pertinent to mention that the Company follows majority of theprovisions of the corporate governance voluntarily.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

CSR is made applicable to the Company pursuant to the profitability of the company inthe previous years. Your Board of Directors is in planning to make investment in CSRactivities as prescribed in schedule VII of the Companies Act 2013.

The detail CSR policy has enclosed in Annexure A.

25. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 2788838 duringthe year to its Directors.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

During the year the Company has not received any complaint which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of the company.

27. EMPLOYEE'S REMUNERATION:

The company was not having any employee who was in receipt of remuneration asspecified under Rule 5 (2) Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

28. INTERNAL FINANCIAL CONTROLS

The company is having adequate internal financial controls with reference to thefinancial statements in terms of Section 134 (3) (q) of Companies Act 2013 read with Rule8 (5) (viii) of Companies (Accounts) Rules 2014.

29. CODE OFCONDUCT

The Company has laid down a code of conduct for all Board members and Senior Managementand Indep endent Directors of the Company. All the Board members including IndependentDirectors and Senior Management Personnel have affirmed compliance with the code ofconduct.

30. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act 2013 andapplicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. The evaluation of the Independent Directors wascarried out by the entire Board and that of the Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Directors were satisfied with theevaluation results which reflected the overall engagement and effectiveness of the Boardand its Committees with the Company

31. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in form MGT 9 is annexed herewith as "Annexure F" forming part ofthis report.

32. LISTING OF SHARES

Shares of the Company got listed on The National Stock Exchange Limited (NSE) SMEPlatform Mumbai on 16th November 2016 which provides a wider access to the investorsnationwide. The Company has made all the compliances of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 including payment of annual listing fees up to 31March 2018 to the NSE.

33. SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of Indiafor Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1stJuly 2015. The Company is in compliance with the same.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forming part of this report as required underRegulation 34 of Securities and Exchange Board of India (LODR) Regulations 2015) isattached in "Annexure-E" separately to this Annual Report.

35. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

36. CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forward looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied. Somefactors could make difference to the Company's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.

37. ACKNOWLEDGMENT

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge support of the NSE Ltd. Lead Manager Share TransferAgent and other intermediatories of the Public Issue of the Company and also to allstakeholders of the Company viz. customers members dealers vendors bankers and otherbusiness partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.

Date: 28/08/2017 For and on behalf of the Board of Directors of
Place: Indore AGRO PHOS (INDIA) LIMITED
RAJ KUMAR GUPTA VISHNU KANT GUPTA
MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN: 00244925 DIN: 05233476