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Agro Phos India Ltd.

BSE: 538387 Sector: Agri and agri inputs
NSE: AGROPHOS ISIN Code: INE740V01019
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NSE 00:00 | 20 Feb 12.30 0.55
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Agro Phos India Ltd. (AGROPHOS) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting their 16th Directors Report on the businessand operations of the company together with the Audited Statement of Accounts for the yearended 31st March 2018.

BUSINESS PERFORMANCE AND PROSPECTS:

Agro Phos (India) Ltd. is a Public Limited Company under Companies Act 2013 andcurrently listed on National Stock Exchange EMERGE Platform the main Business activity ofthe company is to deal in Agro Products and Other related Items however seeing betteropportunities in other Fields of Indian and Global Market it is seeking to Expand itsBusiness in various other Fields.

1. FINANCIAL HIGHLIGHTS

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

Particulars Year ended 31st march 2018 Year ended 31st march 2017
Revenue from operation and Other Income 605333615 646409636
Less: Expenditure 585568684 617772190
Profit/(Loss) before tax 19764931 28637446
Less: Tax Expense
Income tax (current year) 4150000.00 5992899
Income tax paid for earlier years - 170890
Deferred tax 6632991.00 10489886
Profit/(Loss) after tax 8981940.00 11983771

2. CHANGE IN NATURE OF BUSINESS

There was no change in nature of Business of the Company during the year under review.However the Company has planned to enter into business of import export manufacturetrading of all type of agriculture commodities horticulture organic medicinal plant andforest produce all types of metals steel and iron and other related activities thereforeCompany has added new clause V3 with the existing clauses of Memorandum of Association ofthe Company after approval of members of the Company through Postal ballot on 16thJanuary 2018.

3. DIVIDEND

Board of Directors of the Company had recommended Dividend on Equity Shares of companyat Rs 0.05/- Per Equity Share for the Financial Year 2017-18 subject to the approval ofthe Members at the ensuing Annual General meeting. The Dividend Distribution Policy isAnnnexed hereto as Annexure –"A".

4. AMOUNT TRANSFERRED TO RESERVE

During the year the Company has transferred amount of Rs. 8981940.00 in GeneralReserve.

5. 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.

6. SHARE CAPITAL

a) Authorized Capital

During the Financial year 2017-18 under review; there is no change in AuthorizedCapital of the Company

b) Issued Subscribed and Paid up Share Capital

• Issue of Bonus Equity Shares:

During the Financial year 2017-18 under review the Company has not issued any BonusShare.

Issue of Equity Shares:

During the Financial year 2017-18 under review the Company has not issued anyEquity Share.

7. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Industrial relations of the company were harmonious with suppliers customersfinancial leaders and employees throughout the year. The Board wishes to place on recordtheir sincere appreciation to the cooperation extended by all the employees in maintainingcordial 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 Annual accounts for the year ended 31stMarch 2018 the applicable Accounting standards have been followed along with properexplanation relating to material departures if any;

b. That such Accounting policies as mentioned in the Financial Statements have beenselected and applied consistently. Such judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs and ofProfit of the Company for the financial year ended on March 31st 2018.

c. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That they have prepared the Annual Accounts on a going concern basis;

e. That they have laid down internal financial controls for the company and suchinternal financial controls were adequate and were operating effectively.

f. That they have devised proper systems to ensure compliance with the provisionsof all applicable laws and such system is adequate and operating effectively.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following appointments were made during the year:

• Mr. Abhishek Kalekar (DIN: 07758751) appointed as additional director on08/03/2017 and his appointment was approved by the shareholders in their Annual GeneralMeeting held on the 29th September 2017.

• Mr. Palash Gupta (DIN: 03599982) appointed as Additional Independent Directoron 18/01/2018 and resigned on 12/06/2018 and Mrs. Vani Gupta (DIN: 07590997) has resignedform the Board on 26th June 2018.

• Mrs. Vidhi Jain (DIN: 08178291) and Mr. Omprakash Chourey (DIN: 08178285) )appointed as additional Independent directors on 12/07/2018 and their appointment is tobe approved by the shareholders in ensuing Annual General Meeting for a term of Fiveyears.

• Mrs.Neelam Jain was appointed as Company Secretary on 28th August2017 and Ms. Karishma Kakkar Company Secretary resigned on 11th August 2017.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and artice 145 (b) of Article ofAssociation of the company Mr. Abhishek Kalekar is a Director of the Company who hasbeen longest in the office retires by rotation at the ensuing AGM and being eligibleoffer himself for reappointment. The Board recommends his reappointment. The Board consistof the following directors namely:-

DIN / PAN NO. NAME DESIGNATION DATE OF APPOINTMENT

DATE OF CESSATION

00244925 Raj Kumar Gupta Managing director 24/09/2002 (Reappointed on 08th March 2017)

-

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

28/11/2017

07590997 Vani Gupta Independent Director 16/08/2016

26/06/2018

07758751 Abhishek Kalekar Director 08/03/2017 (Appointed as director from additional director as on 29th September 2017)

-

03599982 Palash gupta Independent Director 18/01/2018

12/06/2018

08178291 Vidhi Jain Independent Director 12/07/2018

-

08178285 Omprakash Chourey Independent Director 12/07/2018

-

BROPK5778F Karishma Kakkar Company Secretary 20/03/2017

11/08/2017

ANNPJ1325P Neelam Jain Company Secretary 28/08/2017

-

BAVPG2982D Vidit Garg CFO 08/03/2017

-

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

As on March 31 2018 the Company does not have any subsidiary or joint venture orassociate Company.

12. NUMBER OF BOARD MEETINGS

During the Financial Year 2017-18 [9] meetings of the Board of Directors of thecompany were held.

DATE OF BOARD MEETING Total No. of Directors No. of Directors attended the Meeting
01) 29/05/2017 4 4
02) 31/07/2017 4 4
03) 28/08/2017 4 4
04) 07/09/2017 4 4
05) 15/09/2017 4 4
06) 14/11/2017 4 4
07) 28/11/2017 4 4
08) 12/12/2017 4 4
09) 18/01/2018 4 4

13. 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 19th March2018 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.

14. COMMITTEES OF THE BOARD

The Company has following four Committees: the Audit Committee the nomination andremuneration committee the stakeholder relationship committee the Corporate Socialresponsibility committee. All committees consist of optimum number of IndependentDirectors as per Companies Act 2013 and SEBI ( LODR) Regulations 2015.

(a) Audit Committee:

The Company has constituted Audit Committee as per section 177 of the Companies Act2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015; vide resolution passed at the meeting of the Board of Directors held on16th August 2016. The terms of reference of Audit Committee are broadly in accordancewith the provisions of SEBI (LODR) Regulations 2015 and Companies Act 2013.

The Audit Committee comprises of the following Directors of the Company as on 31stMarch 2018.

Name of director Nature of Directorship Designation in the Committee Cessation
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member 28/11/2017
Ms. Vani Gupta Independent Director Member
Mr. Palash Gupta Independent Director Member 18/01/2018

5 meeting of the Audit Committee were held during the Financial year 2017-18.

(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 2018.

Name of director Nature of Directorship Designation in the Committee Cessation
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member 28/11/2017
Ms. Vani Gupta Independent Director Member
Mr. Palash Gupta Independent Director Member 18/01/2018

2 meeting of the Nomination and Remuneration Committee were held during the Financialyear 2017-18. The Nomination and Remuneration Policy is Annexed as Annexure-"B".

(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 March2018:

Name of director Nature of Directorship Designation in the Committee Cessation
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member 28/11/2017
Ms. Vani Gupta Independent Director Member
Mr. Palash Gupta Independent Director Member 18/01/2018

1 meeting of the Stakeholders Relationship Committee was held during the Financial year2017-18.

(d) Corporate Social Responsibility Committee Company has constituted a CorporateSocial Responsibility Committee in accordance section 135 of Companies Act 2013. Theconstitution of the Corporate Social Responsibility was approved by a meeting of the Boardof Directors held on April 15 2014 and reconstituted by the Board of Directors at theirmeeting held on 16th August 2016. The Corporate Social Responsibility Committee comprisesthe following Directors 31st March 2018:

Name of director Nature of Directorship Designation in the Committee Cessation
Mr. Vijay Singh Bharkatiya Independent Director Chairman
Mr. Mukesh Kumar Jhawar Independent Director Member 28/11/2017
Ms. Vani Gupta Independent Director Member
Mr. Palash Gupta Independent Director Member 18/01/2018

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."

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent director undersection 149(7) of the companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year2017-2018 were on Arm's Length Basis and were in Ordinary course of business and withinthe limit approved by members General Meeting held on 30th September 2016.

The Company has developed a Related Party Transaction Policy Standard OperatingProcedures for the purpose of identification and monitoring of such transactions. Theparticulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribed formatForm AOC 2 has been enclosed with the report as "Annexure – D"

17. 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 behavior actual or suspected fraudor violation of the Company's Code of Conduct or ethics policy and the details of theWhistle Blower Policy has been annexed as Annxure- "E" .

18. 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.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearning and outgo stipulated under section 134 (3) (m) of the companies Act 2013 readwith Rule 8 of Companies (Accounts) Rules 214 in annexed herewith as "Annexure-F"

20. 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.

21. 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.

22. REPORTING OF FRAUD BY AUDITOR

During the year under review neither the statutory auditor nor the secretarial auditorhave reported any instances of fraud committed against the company by its officers oremployees to the audit committee under section143(12) of Companies Act 2013.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review the company has not advanced any fresh loans/given freshguarantees/ made fresh investments falling under section 186 of the Companies Act 2013.

24. AUDITORS THEIR REPORT & COMMENTS BY THE MANAGEMENT

Statutory Auditors

M/s. Ashok Khasgiwala & Company Chartered Accountants Indore Firm RegistrationNumber 0743C appointed as Statutory Auditors of the Company in Annual General Meetingheld on 29th September 2017 to hold office till the conclusion of Sixth AnnualGeneral Meeting as per the provisions of the Companies Act 2013. In this regard theCompany has received eligibility certificate from the Auditors in accordance with theprovisions of section 141 of the Companies Act 2013. There is no requirement forratification of auditors in this Annual General Meeting as per the provision of Section139 of the Companies Act 2013 as amended.

Auditors' Report

Ashok Khasgiwala & Company Chartered Accountants Indore Firm Registration Number0743C have issued their Report for the Financial Year ended 31st March 2018.

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report and hence no explanation or comments of the Board is required inthis matter

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 2018-19. 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 2018-19 as required under Section 138 of the Companies Act 2013 and theCompanies (Accounts) Rules 2014. 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 suggestsimprovements 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 year2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewithas "Annexure -G " forming part of this report. There are no adverse commentsqualifications or reservations or adverse remarks in the Secretarial Audit Report.

25. 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.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

CSR is made applicable to the Company pursuant to the profitability of the company inthe year 2016. Your Board of Directors is in process to comply with the companies(corporate Social Responsibility Policy) Rules 2014.

Company has entered into contract this year with Alok Jain Production for producing theepisodes to educate the farmers and to motivate to the farmers and give them the messagenot to commit suicide Title of the episode will be

HIMMAT NA HAR.

Company has also approached the DD National Channel for broadcasting the episodes. YourDirectors are hopeful to get the approval of the same at the earliest.

Your Board of Director is also in process to found out the other ways of implementationof the CSR policy of the Company.

27. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 4882666/- during theyear to its Directors.

28. 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.

29. 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.

30. 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.

31. CODE OFCONDUCT

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

32. 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.

33. BOARD DIVERSITY

The Company recognizes and embraces the importance of diverse board in overall Success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity gender and race that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of executive non executiveandindependent directors to maintain the independence of Board and separate its function ofgovernance and management.

34. OTHER BOARD POLICIES AND CONDUCT

Following policies have been approved and adopted by the Board the details of whichare available on the website of our company and for convience given below:

35. 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- I" forming part ofthis report.

36. LISTING OF SHARES

Shares of the Company is listed on The National Stock Exchange Limited (NSE) SMEPlatform Mumbai The Company has made all the compliances of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 including payment of annuallisting fees up to 31 March 2018 to the NSE.

37. 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.

38. GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and the Notice of the 16th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.

39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year unde review the provision of section 125(2) of Companies Act 2013 donot apply as the company was not required to transfer any amount to the Investor EducationProtection Fund (IEPF) established by Central Government of India.

40. 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.