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Asian Fertilizers Ltd.

BSE: 524695 Sector: Agri and agri inputs
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Asian Fertilizers Ltd. (ASIANFERTILIZER) - Director Report

Company director report

Dear Member

Your Directors are pleased to present the 32nd Annual Report and theCompany's Audited financial statement for the financial year ended March 31 2017.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year ended March 312017 is summarizedbelow:

(Rs in Lacs)

PARTICULARS 2016-2017 2015-2016
Revenue from Operation 5006.95 5449.05
Other Income 52.28 36.70
Total Expenditure 4683.15 5159.92
Profit before Interest Depreciation Prior
Period Items and Tax (PBIDT) 376.08 325.83
Less: Finance Costs 288.87 243.02
Less: Depreciation and Amortization 37.39 32.34
Profit Before Exceptional/Prior Period
Items and Tax 49.82 50.47
Less: Exceptional/Prior Period Items (Net) 0 0
Profit Before Taxes (PBT) 49.82 50.47
Less: Tax Expense (Net) 13.81 17.77
Profit for the year (PAT) 36.00 32.70

2. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

3. DIVIDEND:

In order to conserve the resources of the Company the Board of directors has decidednot to declare any dividend for the financial year 2016-17.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Board discussed and decide to transfer the profit of the year in reserves account.

5. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT-9 for the financial year 2016-2017 hasbeen enclosed with this report as "ANNEXURE -I".

6. NUMBER OF BOARD MEETING:

Eight meetings of the Board of Directors were held during the year as on 30/05/201602/08/201611/08/201628/09/201612/11/2016 05/01/201711/02/2017 and 31/03/2017.

s. No. Name of Director Designation No. of meeting Held No. of meeting attended
1. Gyanendra Nath Gupta Chairman / Independent Director 8 5
2. Ashok Kumar Matanhelia Managing Director 8 8
3. Somil Matanhelia Whole Time Director 8 8
4. Shobhit Matanhelia Whole Time Director 8 8
5. Anurag Tulsyan Independent Director 8 6
6. Usha Matanhelia Women Director 8 4
7. Sunil Kedia Independent Director 6 4

The gap between any of the two Board Meetings did not exceed more than four months.

Leave of absence was granted to the non-attending directors on their request and notedin the attendance register as well as in the minutes of the meetings.

7. ANNUAL GENERAL MEETING:

The Annual general meeting of the Company for the financial year 2015-16 was held on28/09/2016.

8. RELATED PARTY CONTRACT AND ARRANGEMENT OF THE COMPANY:

All the related party transactions that were entered during the financial year 2016-17were in the ordinary course of business of the Company and were on an arm's length basis.There were no materially significant related party transactions entered by the Companywith Promoters

Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the Company.

All such Related Party Transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval is obtained for the transactions which areforeseen and repetitive in nature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis specifying the nature valueand terms and conditions of the transactions.

The policy on dealing with Related Party Transactions has framed by the Board ofDirectors with the prior approval of the Audit Committee.

All related party transactions entered by the Company were in the ordinary course ofbusiness and were on an arm's length basis form AOC-2 is "ANNEXURE -II" to theDirector's Report. The details of the transactions with Related Party are provided in theaccompanying financial statements.

9. AUDITORS & AUDITORS' REPORT:

(a) Statutory Auditors & Audit Report:

M/s. RajeevPream& Associates Cheered Accountants (FRN:008905C) Kanpur haveconsented to act as an auditor for the period of 1 Year i.e. from the conclusion ofensuing Annual General Meeting till the conclusion of Annual General Meeting of theCompany to be held for the financial year ended on 31st March 2018. They havesubmitted the necessary eligibility certificate in terms of second and third proviso toSection 139(1) of the Companies Act 2013 read with Rule 4 of the Companies (Audit andAuditors) Rules 2014.

M/s. Kapoor Tandon & Co. Chartered Accountants ^mipur Submitted their report forthe financial year ended March 31 2017. The observations of the auditors are explainedwherever necessary in appropriate notes to the accounts. Also there is no adverse commentin the Auditor's Report.

(b) Secretarial Audit & Secretarial Audit Report:

The Board has appointed Mr. Awashesh Dixit Practicing Company Secretary Kanpur toconduct Secretarial Audit for the F.Y. 2016-17. The Secretarial Audit Report for thefinancial year ended March 312017 is annexed herewith marked as ANNEXURE III" tothis Report. The Secretarial Audit Report contains few qualification reservation adverseremark or disclaimer.

The replies of qualification of secretarial Auditor by Board of Directors are givenbelow:

1. The 100% shareholding of the promoters is not in dematerialized form as perRegulation 31(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Company has appointed Skyline Financial Services P. Limited as its registrar and sharetransfer agent and in the process of equity admission with NSDL and CDSL for providing theDemat facility to its shareholders.

2. The Company has not paid the listing fees for the financial year 2016-17 to theBombay Stock exchange.

Company is in correspondence with BSE and will set off all due as soon as possible.

3. The Company has not appointed the Registrar and Share Transfer Agent during thefinancial year 2016-17 however the company has signed the MOU with Skyline FinancialServices P. Limited (Registrar and Share Transfer Agent) with effect from 15thApril 2017 i.e. before the date of signing this report.

MOU has been signed between Skyline Financial Services P. Limited (RTA) and Companywith effect from 15th April 2017.

4. The monetary limits as approved under section 180(l)(a) of the Companies Act 2013(consent to mortgage / dispose ofthe property) by the shareholders in the Annual generalmeeting held in 2014 has been exceeded during the financial year 2016-17 and mortgage hasbeen created for higher limit.

Section 180 (1) a does not require any limit to be passed in the general meeting exceptthe approval of the shareholders. However creation of charges beyond the monetary limitset by the shareholders has been proposed to be placed in the ensuing Annual GeneralMeeting for the information ofthe shareholders.

5. We further report that the trading ofthe Company is suspended from the BSE since07/01/2002. Company is in process of revocation of suspension of trading.

(c) CostAuditor:

The Board has appointed M/s K. S. Bhatnagar & Associates Cost Accountant NewDelhi as a cost auditor ofthe Company for conducting the audit ofthe cost records ofthefertilizer for the financial year 2016-17.

Audit Committee has recommend to appoint M/s K. S. Bhatnagar & Associates CostAccountant New Delhi as a cost auditor of the Company for conducting the audit ofthecost records of the fertilizer for the financial year 2017-18 for the approval of Board ofDirectors.

10. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186:

The Particulars of loans Guarantees & Investments U/S 186 in format MBP-2 forthe financial year 2016-2017 has been enclosed with this report as "ANNEXURE-IV".

11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:

The Company would like to inform that no material changes and commitments affecting thefinancial position of the Company have occurred during the period from the end offinancial Year till the date of this report.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :

a) Conservation of Energy

Since the operations of the Company are not energy intensive therefore it does notcall for any steps to be taken.

Therefore clause (i) (ii) & (iii) of Rule 8 are not applicable.

b) Technology Absorption

The Company has not imported any specific technology for its operations which are notupdated in India.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: INR 20 796 156

Foreign Exchange Outgo: INR 191769943

13. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

The Company would like to inform that the risks which threaten the existence of theCompany have been identified and accordingly a risk management framework has been createdand adopted by the Company. Further the internal auditor of the Company has been castedwith the responsibility of monitoring this framework and reports to the management the keyrisks affecting the business.

14. DETAILS OF DIRECTORS AND KMP ARE APPOINTED AND RESIGNED DURING THE YEAR:

a. Appointment/ Resignation of Directors:

The Shareholders in 31st Annual General Meeting held on 28thSeptember 2016 has appointed Mr. Shobhit Matanhelia as the Whole Time director of theCompany who was appointed as an Whole Time director of the Company by the Board ofdirectors w.e.f. 01/01/2016 for the term of 3 years and Mr. Sunil Kedia as an Independentdirector of the Company who was appointed as an additional director (Independent) of theCompany by circulation w.e.f. 10/08/2016 for the term of five years.

Further Mr. K. C. Madan Independent Director of the Company has expired on 25/07/2016during the year 2016-17.

b. Key Managerial Personnel:

Ms. Neha Sahu was appointed as Company Secretary of the Company w.e.f. 01/07/2016.Further Mr. Ashok kumar Matanhelia and Somil Matanhelia were re-appointed as ManagingDirector and Whole Time Director of the Company respectively for a term of 3 years w.e.f.05/01/2017.

No other director/s or KMP/s have been appointed or retired or resigned during thefinancial year 2016-17.

c. Retirement by Rotation:

Mrs. Usha Matanhelia director is liable to retire by rotation and being eligibleoffer herself for re-appointment in the ensuing AGM.

The brief resume of Mrs. Usha Matanhelia non-executive women Director of the Companyretiring by rotation but seeking re-appointment at the ensuing Annual General Meeting herexperience in specific functional areas and the companies on which she hold directorshipand / or membership / chairmanship of the committees of the Board her shareholdings areas follows:

(a) Date of Birth 20/06/1959

(b) Date of Appointment 12/04/2011

(c) Qualifications Graduate

(d) Experience in Specific Function Area- Fertilizers & Chemicals

(e) Directorship held in other companies- Nil.

(f) Committee position held in other companies- Nil.

(g) Shareholding position in the Company: 74010 shares containing (0.94%)

15. INTERNAL FINANCIAL CONTROLS:

The existing internal financial control system is adequate and commensurate with thenature and size of the business of the Company. The internal auditors of the Company keepa follow up on the internal financial reporting and information dissemination of theCompany between the departments. The Audit committee of the Company interacts from time totime with the internal auditors of the Company regarding the adequacy of internalfinancial control system placed in the Company.

16. DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors have given declaration under section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013.

17. CSR ACTIVITIES:

CSR Activities are not applicable to the Company. Since the Company does not meet thecriteria as defined under section 135 of Companies Act 2013 read with schedule.

18. FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS AND ITS COMMITTEES AND INDIVIDUALDIRECTORS:

a. Performance evaluation of the Board of Directors of the Company As per theevaluation criteria formulated by the Nomination and Remuneration Committee of the Boardhas evaluated its own performance in context of Company's performance status ofcompliance carried out efforts made towards risk management internal control code ofconduct followed and maintained by them ethical standards met. Below are some of thecriteria on the basis of which Board has made its evaluation at specific intervals:

1) Size and composition of the Board of Directors of the Company as per Companies Act2013.

2) Diversity of thought experience knowledge perspective and gender in the Board ofDirectors of the Company.

3) Maintaining transparency in the entire Board processes.

4) Any deviations if any from the set goals of the Board and steps taken to controlsuch deviations.

5) Efficiency and effectiveness of the Board of Directors of the Company in carryingout its functions.

6) Timely flow of information among the Board of Directors.

7) Updation of knowledge of governing laws rules and regulations.

8) Independent judgement of each matter placed before the Board of Directors.

After evaluating its own performance Board is of the view that the performance of theBoard of Directors as a whole was satisfactory dining the financial year 2016-2017.

b. Performance evaluation of the Committees of Board of Directors of the Company:

The Board of Directors of the Company evaluated the performance of each of itscommittees on the basis of various criteria such as composition of committee quantum andquality of information received by the committee members time spent for discussing thematter and reaching out the final decision efficiency and effectiveness of the decisionmaking of the committee members level of active participation of committee membersnumber of meetings attended by the members presence of the Chairman of the committee.

On the basis of the above criteria and the working procedure established by the Boardof Directors of the Company the Board is of unanimous consent that all the committees ofthe Company are working satisfactorily.

c. Performance evaluation of the Independent Directors of the Company:

As per the criteria formulated by Nomination and Remuneration Committee for theperformance evaluation of Independent directors the performance of each Independentdirector was evaluated by the entire Board of Directors but excluding the director beingevaluated. While evaluation the following things were taken into consideration:

1) Application of Independent judgment while taking decision as part of the Board ofDirectors of the Company.

2) Exercise of the responsibility in a bonafide manner in the interest of the Company.

3) Attendance in the meeting of Board of Directors and meetings of committees whereindependent director is a member.

4) Active participation in the familiarization programme conducted for the IndependentDirector.

d. Performance evaluation of the each individual director of the Company:

Further the Board evaluated during the year the performance of each Director takingeach of them as a separate individual in order to judge the contribution and efforts madeby them individually and the initiatives taken by them during the year. This helped theBoard of Directors in deciding whether to extend the tenure of director being evaluated.

19. COMIITTEES TO THE BOARD:

The Company has several Committees which have been established in Compliance with therequirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

The details with respect to the composition of the committees No. and dates of themeeting of the committees and No. of meeting attended by each director of relevantCommittee are given in details below.

(A) AUDIT COMMITTEE:

In compliance and as per the requirements of Section 177of the Companies Act 2013 anAudit Committee has been constituted and re-constituted. The Audit Committee consists ofthree directors out of which two are independents. Four meetings of Audit Committee wereheld dining the year on 30.05.201611.08.201612.11.2016 and 11.02.2017. During the yearall the recommendations made by the Audit Committee were accepted by the Board.

Composition and attendance in Committee meeting during the year:

Name of Committee Positions Meeting held Meeting attended
*Mr. K.C. Madan Chairman/Independent 1 1
**Mr. Anurag Tulsyan Chairman/Independent 4 4
Mr. Somil Matanhelia Member / non independent 4 4
***Mr. Sunil Kedia Member / Independent 3 3

* Mr. K. C. Madan has expired on 25/07/2016.

**Accordingly Mr. Anurag Tulsyan was appointed as new chairman of the committee w.e.f.10/08/2016.

***Mr. Sunil Kedia was inducted a new member of the committee w.e.f. 10/08/2016.

The Chairman of the Committee was present at the last Annual General Meeting held on 28thSeptember 2016.

Ms. Neha Sahu is Secretary of the Committee.

The Chief Financial Officer Mr. S.S. Pandey is invitee to the said meetings.

The primary objective of the Audit Committee is to monitor and supervise the Company'sfinancial reporting process with a view to provide accurate timely and proper disclosuresand financial reporting.

a. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM:-

The Company has established a vigil mechanism for directors and employees in compliancewith the provisions of Sub section 9 of Section 117 read with Rule 7 of Chapter XII of theCompanies (Meetings of Board and its Powers) Rules 2014 to report genuine concerns. Vigilmechanism shall provide for adequate safeguards against victimization of persons who usesuch mechanism and make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional case.

The Company promotes ethical behavior in all its business activities and in line withthe best practices for corporate governance. It has established a system through whichdirectors & employees may report breach of code of conduct or suspected fraudunethical business practices illegality fraud and corruption etc. at work place withoutfear of reprisal. The Board designated and authorized Mr. Somil Matanhelia Whole timeDirector of the Company as Vigilance and Ethics Officer and Mr. Anurag Tulsyan Chairmanof the Audit Committee to oversee the vigil mechanism. The functioning of the Vigilmechanism is reviewed by the Audit Committee from time to time. It may be noted that ifany of the members of the Committee do have a conflict of interest in any given casehe/she to recues themselves and the others on the committee would deal with the matter onhand.

The Vigil mechanism shall provide for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also to provide for directaccess to the Chairman of the Audit Committee and in case of repeated frivolous complaintsbeing filed by a Director or an employee the Chairman of the Audit Committee may takesuitable action against the concerned Director or employee including reprimand.

During the Financial Year 2016-2017 there was no complaint reported by any Director oremployee of the Company under this mechanism.

(B) NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act 2013 theNomination & Remuneration Committee of the Board has been constituted andre-constituted due to death of Mr. K.C. Madan. The Nomination & Remuneration Committeeconsists of three NonExecutive Directors. Three meetings of the committee were held duringthe year on 30/05/2016 05/08/2016 and 24/12/2016.

a. Composition and attendance in Committee meeting during the year:

Name of Committee Members Positions Meeting held Meeting attended
*Mr. K.C. Madan Chairman / Non-Executive Independent Director 1 1
**Mr. Anurag Tulsyan Chairman / Non-Executive Independent Director 3 3
Mr. G. N. Gupta Non-Executive Independent Director 3 3
#Mrs. Usha Matanhelia Member /Non-Executive non- Independent Director 1 1
##Mr. Sunil Kedia Non-Executive Independent Director 1 1

* Mr. K. C. Madan has expired on 25/07/2016.

**Accordingly Mr. Anurag Tulsyan was appointed as new chairman of the committee w.e.f.02/08/2016.

#Mrs. Usha Matanhelia was inducted a new member of the committee w.e.f. 02/08/2017 andresigned from the committee w.e.f. 10/08/2016

##Mr. Sunil Kedia has inducted a new member of the committee w.e.f. 10/08/2016.

b. NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

In compliance with the provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee of the Board of Directors has formulated a policycomprising the criteria for determining qualifications positive attributes andindependence of a director and remuneration for the directors key managerial personneland other employees which have been approved and adopted by the Board. The criteriaformulated by the Nomination and Remuneration Committee is duly followed by the Board ofDirectors of the Company while appointing the directors Key Managerial Personnel andsenior management personnel in the Company.

a) Criteria for appointment of Directors in the Company:

1) Person of integrity with high ethical standards.

2) Person with knowledge skill and innovative ideas that can be beneficial to theCompany.

3) Interested in learning new things and updating the knowledge and skills possessed.

4) Person who can act objectively while exercising his duties.

5) Who believes in team spirit.

6) Who is responsible towards the work and can devote sufficient time and attention tothe professional obligations for informed and balanced decision making.

In respect of Managing Director Whole-time director and Independent director besidesthe general criteria laid down by Nomination and Remuneration Committee for all directorsthe criteria as mentioned in Companies Act 2013 have also been included b) Criteria forappointment of Key Managerial Personal and Senior Management Employee:

1) Person should be having the required educational qualification skills knowledgeand experience as required and necessary for the concerned post.

2) Person should be hardworking self-motivated and highly enthusiastic.

3) Person should be having positive thinking leadership qualities sincerity goodsoft skills and power of taking initiatives.

c) Remuneration policy of the Company:

The Remuneration policy of the Company has been framed by the Nomination andRemuneration Committee in such manner that it can attract and motivate the directors keymanagerial personnel and employees of the company to work in the interest of the Companyand to retain them.

1) Company has a policy to pay remuneration in such manner that the relationship ofremuneration to performance is clear and meets appropriate performance benchmarks.

2) It has been ensured while formulating the policy that remuneration to directors keymanagerial personnel and senior management should involve a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the Company.

3) Remuneration to be paid to Managing Director/Whole-time Director shall be within thelimits specified under Companies Act 2013.

4) Increments to the existing remuneration may be recommended by the committee to theBoard of Directors.

(C ) STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with the provisions of the Companies Act 2013 the StakeholdersRelationship

Committee has been constituted by the Board for a speedy disposal of grievances /complaints relating to shareholders/investors and re-constituted due to death of Mr. K.C.Madan. The Committee consists of one non-executive Independent director and two executivedirectors of the Company. Four meetings of the Committee were held during the year on30.05.2016 11.08.201612.11.2016 and 11.02.2017.

a. Composition and attendance in Committee meeting during the year:

Name of Committee Members Positions Meeting held Meeting attended
*Mr. K.C. Madan Chairman / Non-Executive Independent Director 1 1
Mr. A. K. Matanhelia Member/Executive Director 4 4
**Mr. Anurag Tulsyan Chairman / Non-Executive Independent Director 4 4
Mr. Somil Matanhelia Member/Executive Director 4 4

* Mr. K. C. Madan has expired on 25/07/2016.

** Accordingly Mr. Anurag Tulsyan was appointed as new chairman of the committee w.e.f.11/08/2016.

19. Compliance Officer:

Ms. Neha Sahu Company Secretary of the Company was designated as the ComplianceOfficer for complying with the requirements of the Securities Law and the ListingRegulation with the Stock Exchanges in India.

20. INVESTOR GRIEVANCE REDRESSAL:

The Committee specifically looks into the shareholder redressal and investor complaintson matters relating to refund orders transfer of shares sub-division consolidation ofshare certificates issue of duplicate share certificates non-receipt of annual reportnon-receipt of declared dividends etc. Company has registered with SCROES and alsodesignated a mail id for investor investor@asianfertilizers.com.

In addition the Committee advises on matters which can facilitate better investorservices and relations.

Types of Complaint Number of Complaints
No. of complaints received 0
No. of complaints redressed 0
No. of complaints pending 0

21. POLICY ON INSIDER TRADING:

The Company follows a strict code on prohibition of Insider Trading and the same hasbeen detailed to all the directors senior management and employees of the Company andavailable in Company website www.asianfetilizers.com & stock exchange websitewww.bseindia.com For ensuring the same the Company has formulated & adopted a code ofpractice & procedure for fair disclosure of Unpublished Price Sensitive Information asper SEBI (Prohibition of Insider Trading) Regulation 2015 and available in Companywebsite www.asianfetilizers.com & stock exchange website www.bseindia.com

22. CORPORATE GOVERNANCE:

The Provisions relating to Corporate Governance as enumerated in the Regulation 27 ofSEBI (Listing obligation & disclosure requirements) Regulation 2015 are notapplicable on the Company.

Thus the report on Corporate Governance need not to be file with the Stock Exchange.

23. DISCLOSURE RELATED TO EMPLOYEES:

1. The ratio of the remuneration of each director to the median employee(s)remuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are open for inspection at the Administrative Office of the Companyin terms of the first proviso of Section 136 (1) of the Companies Act 2013 during thebusiness hours. Members who are interested in obtaining such particulars may write to theCompany and same will be furnished on request.

2. The provisions of Section 197 (12) and section 197(14) of the Companies Act 2013read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules 2014as amended are not applicable to the Company.

24. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

The Company would like to inform that a legal compliance tool has been installedvertically within the organization for monitoring and complying all laws applicable withthe Company. This tool is being overseen and supervised by the office of the CompanySecretary. Further the Company secretary has also been cast with the responsibility ofproviding a compliance certificate at the Board meetings held at the end of the quartersincluding the key non-compliances during the quarter.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 134(5) of the Companies Act 2013 it ishereby confirmed that:-

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

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

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

26. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Change in share capital of the Company.

5. Change in the nature of the business of the Company.

6. Details of subsidiary joint venture or Associates Company.

7. Voluntary Revision of Financial Statements or Board's Report.

8. Amount transfer to investor education and protection fund.

9. The Company does not have any scheme of provision of money for the purchase of its

own shares by employees or by trustees for the benefit of employees.

10. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

11. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

12. No fraud has been reported by the Auditors to the Audit Committee or the Board.

27. ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation of the cooperation andassistance received from the Authorities Readers Bankers Credit Rating AgenciesDepositories Stock Exchanges Registrar and Share Transfer Agents Associates as well asour Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for thecommitment abilities and hard work of all executives officers and staff who enabledCompany to consistently deliver satisfactory and rewarding performance even in thechallenging economic conditions.

For and on behalf of the Board of Directors
Asian Fertilizers Limited Asian Fertilizers Limited
Sd./- Sd ./-
Place: New Delhi Shobhit Matanhelia Ashok Kumar Matanhelia
Date: 20/05/2017 Whole Time Director Managing Director
DIN: 07110180 DIN:01763776
Address: 789 Ajay Khand Address: 789 Ajay Khand
Patrakarpuram Patrakarpuram
Rapti Nagar Gorakhpur Rapti Nagar Gorakhpur