For the Year 2021-22
Your Directors have pleasure in presenting the 18th Annual Report onthe business and operations of the Company together with the Audited Accounts of theCompany for the year ended 31st March 2022.
The summary of financial results for the year and appropriation ofdivisible profits is given below: (Rs. in Lakhs)
|Particulars ||2021-2022 ||2020-2021 |
|Turnover ||31936.42 ||18872.83 |
|Profit Before Taxation ||4278.27 ||2839.83 |
|Taxation ||1331.94 ||881.48 |
|Profit /(Loss) after Tax ||2946.33 ||1958.35 |
|Profit Before Tax Margin (%) ||13.40 ||15.05 |
|Profit After Tax Margin (%) ||9.23 ||10.38 |
PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIR:
During the period under review the company has achieved turnover of Rs.31936.42 lakhs with production of 67069 M.T. of Beneficiated Rock Phosphate 120940M.T. of Single Super Phosphate 702.60 MT of H. Acid & Other Dyes IntermediateProducts 59784 M.T. of Sulphuric Acid Oleum Coloro Sulphonic Acid Liquid SO3 andother Products.
The profit of the company before tax is Rs. 4278.27 lakhs and profitafter tax is Rs. 2946.33 lakhs.
The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. In the first three months of FY 2022 affected most ofbusiness operations.
COVID-19 is an unprecedented challenge. The Company is taking allnecessary measures in terms of mitigating the impact of the challenges being faced in thebusiness. The Company operates its business in conformity with the protocol prescribed bygovernment authorities with highest safety and well-being of all the stakeholdersincluding workers and staff at all its plant locations various branch offices and thehead office.
CHANGE IN THE NATURE OF BUSINESS OF COMPANY
During the year under review there is no change in the nature ofbusiness of Company.
LISTING OF THE COMPANY
The Shares of your Company are Listed on "National StockExchange" Platform with stock code "KRISHANA" The annual Listing Fees forthe Year 2022-23 has been Paid by the company to the exchange.
The Authorized Equity Share Capital of the Company as on 31st March2022 stood at 400000000/- (Rupees Forty Crore Only) comprising of 40000000 (Four Crore)Equity Shares of Face Value of `10/- (Rupees Ten Only) each.
The paid-up share capital of your company increased from Rs. 261000000to Rs.296388000 during the year under review. The Company has made allotment of 1300000fully paid equity shares of face value Rs.10/- fully paid up at a price of Rs. 45/- (SharePremium at the rate of Rs. 35/- per share) each against 1300000 convertible warrants andthe company also made allotment of 2238800 Equity shares on preferential allotment basisat a price of Rs. 162/- (Share Premium at the rate of Rs. 152/- per share) during thefinancial year 2021-22.
Post allotment the paid-up Equity Share Capital of the company standsat 29638800 equity shares of 10 each aggregating to Rs.296388000.
The Company has made allotment of 2500000 convertible Warrants to itsholding company Ostwal Phoschem (India) Ltd. in the financial year 2019-20 in accordancewith Chapter V of the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2018
("SEBI ICDR Regulations") as amended and other applicablelaws subject to the shareholders? approval by way of passing of the SpecialResolution in the Extra-Ordinary General Meeting held on Wednesday January 16 2019 andother necessary approvals (including applicable statutory and regulatory approvals) and incompliance with applicable laws and regulations each carrying a right exercisable by thewarrant holder to subscribe to One equity share per warrant at a price of Rs. 45/-(Premium at the rate of Rs. 35/- per warrant). Out of these the Company had alreadyallotted 1200000 fully paid equity shares of face value Rs.10/- each against 1200000convertible warrants after receiving the balance 75% amount and allotted 1300000 fullypaid equity shares of face value Rs.10/- each against 1300000 convertible warrants afterreceiving the balance 75% amount during the financial year 2021-22.
The Company allotted 1275000 convertible Warrants to its holdingcompany Ostwal Phoschem (India) Ltd. in the year Financial year 2021-22 in accordance withChapter V of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2018 ("SEBI ICDR Regulations") as amended and other applicablelaws subject to the shareholders? approval by way of passing of the SpecialResolution in the Extra-Ordinary General Meeting on Friday January 07 2022 and othernecessary approvals (including applicable statutory and regulatory approvals) and incompliance with applicable laws and regulations each carrying a right exercisable by thewarrant holder to subscribe to One equity share per warrant at a price of Rs. 163/-(Premium at the rate of Rs. 153/- per warrant). 25% of the warrant issue price receivedupfront and balance 75% is payable by the Warrant holder at the time of allotment of theEquity share which may be exercised at any time before expiry of 18 months from the dateof allotment of Warrants failing which the warrants shall lapse and the amount paid shallstand forfeited by the Company. Convertible warrants outstanding as at 31st March 2022are 1275000.
Our Company has grown steadily on its business and financial parametersduring the recent years. Basis the approval of the Board of Directors of the company attheir meeting held on September 15 2021 and by virtue of special resolution passed by theshareholders of the company on October 08 2021 and in-principal approval received fromthe National Stock Exchange of India Limited on November 10 2021 after that the consentof the board of directors of the Company received on 11th November 2021 for preferentialallotment of 2238800 (Twenty-Two lakhs Thirty Eight thousand Eight Hundred) EquityShares of face value of INR 10/-(Indian Rupees Ten only) each at a premium of INR 152(Indian Rupees One hundred fifty two only) each. The offer/issue price was determined inaccordance with the applicable provisions of the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2018 as amended (SEBIICDR). Post the said allotment the paid-up Equity Share Capital of the company stands at29638800 equity shares of 10 each aggregating to 296388000.
ANNUAL RETURN (SECTION 92):
The information required pursuant to the provisions of Section 134 (3)(a) and Section 92 (3) of the Companies Act 2013 read with Rule 12 of Companies(Management and Administration) Rules 2014 the Annual Return for the financial yearended on March 31st 2022 is available on the website of the Company viz.http://www.krishnaphoschem.com
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations the BusinessResponsibility and Sustainability Report for the financial year ended 31st March 2022 isprovided in Annexure I forming part of this report.
STATUTORY AUDITORS? & STATUTORY AUDITORS? REPORT
The term of M/s. Rajneesh Kanther & Associates CharteredAccountants statutory auditors of the company will be expiring in the conclusion of this18th Annual General Meeting therefore the Board has recommended the appointment of M/sAshok Kanther & Associates Statutory Auditors of the Company for a term of 05 yearsfrom the conclusion of this annual general meeting till the conclusion of 23rd AGM held inthe year 2027 subject to approval of shareholders of the Company.
M/s Ashok Kanther & Associates have confirmed their eligibility tothe effect that their appointment if made would be within the prescribed limits underthe Act and that they are not disqualified for appointment.
The Auditor?s Report is self-explanatory and therefore do notcall for any further comments/ clarifications and Auditor?s report does not containany qualification reservation or adverse remarks.
SECRETARIAL AUDITOR & SECRETARIAL AUDITORS? REPORT
Pursuant to the provisions of Section 204(1) of the Companies Act 2013and the Companies (Appointment & Remuneration of Managerial personnel) Rules 2014the company has Reappointed M/s Sourabh Bapna & Associates a Proprietorship firm ofcompany Secretaries in practice to undertake the Secretarial Audit of the Company forfinancial year 2022-2023. The Company has received their consent for Re-appointment.
The Secretarial Audit report for financial year 2021-22 received fromSourabh Bapna & Associates is provided in Annexure II forming part of this report.
The Secretarial Audit report received from M/s Sourabh Bapna &Associates does not contain any qualification reservation or adverse remarks.
M/s. K. C. Moondra & Associates Cost Accountant was re-appointedas Cost Auditors of your Company for FY 2022-2023. For the financial year 2021-22 M/s. K.C. Moondra & Associates Cost Accountant have conducted the audit of the cost recordsof the Company.
In accordance with the provisions of Section 148 of the Companies Act2013 and the Companies (Audit and Auditors) Rules 2014 and on the recommendation of theAudit Committee the Board has Re-appointed M/s K.C. Moondra & Associates CostAccountants (Registration No. 101814) at such remuneration as fixed by board of directorsto conduct the audit of the cost records of the Company for the financial year ending31stMarch 2023. The Re-appointment and the remuneration of the Cost Auditor is requiredto be ratified subsequently by the Members of the Company and further subject to theapproval of the Central Government.
The Company has received their written consent and confirmation thatthe Re-appointment will be in accordance with the applicable provisions of the Act andrules framed thereunder.
INTERNAL AUDITOR & AUDITORS? REPORT
As per section 138 of The Companies Act 2013 read with Rule 13 ofCompanies (Accounts) Rules 2014 the company has Re-appointed M/s Sourabh Bapna &Associates Practising Company Secretaries as Internal Auditor to conduct Internal Auditfor the Financial Year 2022-2023. The Company has received their consent forRe-appointment.
The Internal Audit Report is received by the Company and the same isreviewed and approved by the Audit Committee and Board of Directors for the year2021-2022. All the observations made by the Internal Auditors have been attended to.
INTERNAL CONTROL SYSTEM
The company has in place an adequate internal control system which iscommensurate with the size scale and complexity of the company. The internal auditorsindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms. Independence of the audit compliance isensured by the direct reporting of Internal Audit Division and Internal Auditors to theAudit Committee of the Board.
During the period under review the Internal Financial Control weretested and no reportable material weakness in the design or operation were observed.
REPORTING OF FRAUDS BY AUDITORS IF ANY:
No fraud has been reported by auditors under section 143 (12) of thecompanies act 2013.
During the Year under review The Board of Director of company haverecommended to transfer Rs. 2809.33 lakhs to Retained Earnings. With this the retainedearnings has increased to Rs. 13521.34 lakhs.
After considering earnings requirement for funds and with theobjective of rewarding the Shareholders the Board has recommended final dividend of 5%being Rs. 0.50 per equity share of Rs. 10/- each for the financial year 2021-22 subjectto approval at the ensuing Annual General Meeting.
The Dividend payout for the Financial Year under review is inaccordance with the Company?s Dividend Distribution Policy.
In terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the DividendDistribution Policy of the Company is made available on the website of the Company. Thesame can be accessed on http://www.krishnaphoschem.com
During the year the Company has not accepted deposits from the publicunder section 73 chater V of the Companies Act 2013.
The company has not defaulted in payment of interest and/or repaymentof loan to any of the financial institutions and/or bank.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of Companies Act 2013 and company?sArticles of Association Mr. Praveen Ostwal (DIN: 00412207) Director of the Companyretire by rotation and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment.
During the year Mr. Praveen Ostwal Managing Director of the CompanyMr. Sunil Kothari Whole Time Director & Chief Financial Officer and Ms. PriyankaBansal Company Secretary & Compliance Officer of the Company were designated as KeyManagerial Personnel of the Company pursuant to Section 203 of the Companies Act 2013.
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHERDETAILS
The policy on appointment of directors remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on the Company?s websiteat http://www.krishnaphoschem.com.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 to the effect that they meet thecriteria of independence laid down in Section 149(6) of the Companies Act 2013. The termsand conditions for appointment of the Independent Directors are incorporated on thewebsite of the Company.
The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and that they holdhighest standards of integrity
NUMBER OF MEETING OF BOARD OF DIRECTORS:
The Board of Directors duly met 14 (Fourteen) times on 29th April 202125th May 2021 10h June 2021 22nd July 2021 02nd August 2021 27th August 2021 15thSeptember 2021 27th September 2021 16th October 2021 and 29th October 2021 10thDecember 2021 10th January 2022 02nd February 2022 and 04th March 2022 in the FinancialYear 2021-22 in respect of each meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose. Thedetails of Board Meetings and the attendance of the Directors there at are provided in theCorporate Governance Report. The intervening time gap between two consecutive Meetings ofthe Board was within the limit prescribed under the Companies Act 2013.
INSOLVENCY AND BANKRUPTCY CODE & ONE-TIME SETTLEMENT
The company does not make any application under the Insolvency andBankruptcy Code 2016 and There is no proceeding pending against the Company under theInsolvency and Bankruptcy Code 2016 (IBC Code).
Further there has not been any instance of one-time settlement of theCompany with any bank or financial institution.
PARTICULARS OF EMPLOYEES
The information required pursuant to the Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of ratio of remuneration of each director tothe median remuneration of the employees of the Company is provided in Annexure IIIforming part of this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGOING
The details as required under section 134 (3) (m) of the Companies Act2013 read with the Rule 8 of Companies (Account) Rule 2014 for conservation of EnergyTechnology Absorption and Foreign Exchange earnings and outgo are given in Annexure IVforming part of this report.
PARTICULAR OF LOAN GUARANTEE AND INVESTMENT UNDER SECTION 186:
The information required for loans given investment made or guaranteegiven or security provided under section 186 of the Companies Act 2013 read with the rule11 of Companies (Meetings of Board and its power) Rule 2014 is given in Annexure Vforming part of this report and also provided in the financial statement of the Company(please refer Notes of the balance sheet).
Proper Risk Management Practices have been followed for the purpose ofrisk identification analysis response planning and monitoring controlling andreporting. Although all risks cannot be eliminated but mitigation and contingency planshave been developed to lessen their impact if they occur.
COMPLIANCE WITH THE SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI) as applicable.
RELATED PARTY TRANSACTION UNDER SECTION 188
All related party transactions that were entered into during thefinancial year were on arm?s length basis and were in the ordinary course of thebusiness. There are no materially significant related party transactions made by thecompany during the financial year which were in the conflict of interest of the company.
Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure VI in Form AOC-2 and the same forms part of this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & AnalysisReport as required pursuant to the SEBI ((Listing Obligations & DisclosureRequirements) Regulations 2015 is provided in Annexure VII and Annexure VIIIrespectively forming part of this report.
Pursuant to the relevant provisions of the Companies Act 2013 and theListing regulations the Board has carried out an annual performance evaluation of itsown working of its Committees and the Directors. The Nomination and RemunerationCommittee has carried out evaluation of every Director. The Independent Directorsevaluated performance of the Non-Independent Directors the Board as whole and theChairperson of the Company.
COMMITTEES OF BOARD:
The Board of Directors of your Company has constituted the followingcommittees in terms of the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosures Requirements) Regulation 2015:
AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:
The Audit Committee of the Company consists of 2 Independent Directorsand 1 Executive Director. The Chairman of the Audit Committee is financiallyliterate and majority of them having accounting or related financial managementexperience. Company Secretary acts as Secretary to the Committee. The following Directorsare the members of Audit Committee.
|(1) Shri Ashish Kothari ||Chairman |
|(2) Shri Pradeep Agrawal ||Member |
|(3) Shri Praveen Ostwal ||Member |
During the year the Committee had 4 Meetings i.e. on 10th June 202122nd July 2021 29th October 2021 and 02nd February 2022.
NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:In pursuant to the provisions of section 178 (4) of the Companies Act 2013 Nominationand Remuneration Policy recommended by the Nomination and Remuneration committee is dulyapproved by the Board of Directors of the Company. Policy is disclosed on the website ofthe Company http://www.krishnaphoschem.com The following Directors are the members ofNomination and Remuneration Committee.
|(1) Shri Pradeep Agrawal ||Chairman |
|(2) Shri Ashish Kothari ||Member |
|(3) Smt. Priyanka Surana ||Member |
The Committee meets once in a year and also as and when anyremuneration is to be fixed for any Director /Managing Director and Key ManagerialPersonnel. During the year the Committee had 1 Meeting i.e. on 27th August 2021.
INDEPENDENT DIRECTORS COMMITTEE:
The following are the members of independent directors committee:
|(1) Shri Pradeep Agarwal ||Chairman |
|(2) Shri Ashish Kothari ||Member |
|(3) Smt. Priyanka Surana ||Member |
During the year one Independent Directors Committee Meeting were heldon 02nd February 2022
STAKEHOLDER RELATIONSHIP COMMITTEE:
The following Committee of Directors looks after the InvestorGrievances:
|(1) Shri Pradeep Agarwal ||Chairman |
|(2) Shri Ashish Kothari ||Member |
|(3) Shri Praveen Ostwal ||Member |
During the year the 4 Stakeholder Relationship Committee Meetings wereheld on 10th June 2021 22nd July 2021 29th October 2021 and 02nd February 2022 thecomplaints received and their disposal has been reviewed.
CORPORATE SOCIAL RESPONSIBILITY:
In pursuant to the provisions of section 135 and schedule VII of theCompanies Act 2013 CSR Committee of the Board of Directors was formed to recommend (a)the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSRProjects or Programs to be undertaken by the Company as per CSR Policy for considerationand approval by the Board of Directors. CSR Policy is disclosed on the website of theCompany viz. http://www.krishnaphoschem.com.
As per provision of new enacted Company Act 2013 the Board ofDirectors have framed Corporate Social Responsibilities Committee having the followingmembers: -
|(1) Shri Pradeep Agarwal ||Chairman |
|(2) Shri Ashish Kothari ||Member |
|(3) Shri Sunil Kothari ||Member |
Our Company considers social responsibility as an integral part of itsbusiness activities and endeavors to utilize allocable CSR budget for the benefit ofsociety.
During the tough times when the entire world was trying to cope upwith the deadly outbreak of COVID-19 Krishana Phoschem Limited (KPL) contributedimmensely to help the marginalized sections of the society. During the lockdown when thevillagers were finding it difficult to fulfil their requirements the KPL distributed foodkits supply of sanitizer and mask in the Meghnagar district of Madhya Pradesh.
Your company as part of its responsibility towards society has beentaking welfare measures from time to time.
During the year the Committee had 2 Meetings i.e. on 29th October 2021and 04th March 2022.
The CSR Report for the financial year ended on March 31st 2022 isprovided in Annexure IX forming part of this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Board of Directors has adopted Whistle Blower Policy. The WhistleBlower Policy aims for conducting the affairs in a fair and transparent manner by adoptinghighest standards of professionalism honesty integrity and ethical behaviour. Amechanism has been established for employees to report concerns about unethical behaviouractual or suspected fraud or violation of Code of Conduct and Ethics. It also provides foradequate safeguards against the victimization of employees who avail of the mechanism andallows direct access to the Chairperson of the audit committee in exceptional cases. Thewhistle Blower Policy has been uploaded on the website of the Company(www.krishnaphoschem.com).
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSNo significant and material orders have been passed by the regulators or Courts orTribunals which impact the going concern status of your Company and the Company?soperations in future.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:
The Company does not have any Subsidiary Joint Venture and AssociateCompany.
During fiscal 2022 Infomerics Valuation and Rating Pvt. Ltd.(Integrated Financial Omnibus Metrics Research of International Corporate Systems) hasassigned following Credit Ratings in respect of borrowings availed by the Company-
Rating upgraded from IVR BBB+/Stable? to IVRA-/Stable? on the long-term fund based bank facilities Term Loan and Cash Credit.
Rating upgraded from IVR A2? to IVR A2+? on theshort term non-fund based bank facilities Letter of credit.
Rating upgraded from IVR BBB+/Stable? to IVRA-/Stable? on the proposed long-term fund based bank facilities Term Loan and CashCredit.
Rating assigned as IVR A2+? on the short term non-fund basedbank facilities (PSR) Pre Settlement Risk.
Rating assigned as IVR A-/Stable? on the long-term fundbased bank facilities GECL (Working Capital Term Loan).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirement of The Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainee) are covered under this policy.
The following is a summary of sexual harassment complaints received anddisposed off during the year 2021-22. No. of complaints received: Nil No. ofcomplaints disposed off: Nil
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) & 134 (5) ofthe Companies Act 2013 with respect to Directors Responsibility Statement it is herebyconfirmed that:
(a) In the preparation of the annual accounts for the Financial Yearended 31st March 2022 the applicable accounting standards had been followed along withproper explanation relating to material departures;
(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for the year under review;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts for the financialyear ended 31st March 2022 on a going concern basis;
(e) That the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
HEALTH SAFETY QUALITY AND ENVIRONMENTAL PROTECTION
Your Company is ISO 9001:2015 certified and maintains high quality ofproduct and processes. The quality assurance is ensured at all stages of manufacturingprocesses maintenance and support services. Quality reviews are regularly conducted andfeedback from end users (farmers) is accorded utmost importance. Sophisticated instrumentsare in place for monitoring of critical quality parameters.
Your Directors wish to place on record their grateful appreciation forthe co-operation and assistance received from Share Holders Customers Banks FinancialCorporations various Government Authorities for their whole hearted support. YourDirectors also recognize and appreciate the efforts and hard work of all employees of thecompany and their continued contribution to company?s progress.
| || ||For and on Behalf of the Board of Directors || |
| || ||Sd/- ||Sd/- |
| || ||(Praveen Ostwal) ||(Sunil Kothari) |
|Place ||Bhilwara (Raj) ||Managing Director ||Whole Time Director & Chief Financial Officer |
|Date ||24.05.2022 ||DIN 00412207 ||DIN 02056569 |