To, The Members,
Your directors have pleasure in presenting their 21st Annual
Report on the business and operations of the company together with the Audited Statement
of Accounts for the year ended 31stMarch, 2023.
1. FINANCIAL HIGHLIGHTS
During the year under review, performance of your company was as under:
(Amount in Lacs)
Particulars |
Year ended 31st
March 2023 |
Year ended 31st
March 2022 |
Revenue from operation and Other Income |
13135.40 |
11725.02 |
| Less: Expenditure |
12424.35 |
11017.30 |
Profit/(Loss) before tax |
711.04 |
707.71 |
Less: Tax Expense |
|
|
| Income tax (current year) |
235.25 |
185.44 |
| Mat Credit |
|
0 |
| Income tax paid for earlier years |
|
|
| Deferred tax |
(24.57) |
(60.84) |
Profit/(Loss) after tax |
500.36 |
583.11 |
| Other Comprehensive Income |
7.46 |
(1.16) |
Total Comprehensive Income for the Year |
507.82 |
581.95 |
2. FINANCIAL PERFORMANCE
During the year under review company has achieved Turnover of Rs.
13135.40 Lacs as compared to the turnover of the previous year 11725.02 Lacs. However Due
to Increase cost of production profit of the company for the current financial year was
Rs.500.36 Lacs as compare to Rs. 583.11 Lacs in previous year. The major reason of
increase in turnover of the company was increase in Government granted subsidy income on
sales of various variant of companys core Product Single Super
Phosphate. government this year with intention to promote fertilizer
industry in India and to support Indian farmers have increased various subsidies on
fertilizers products which resulted into a major milestone for overall fertilizer industry
in India, we expect from the government such kind of benefits in upcoming years so as to
increase supply of fertilizers in Indian markets as well as in global market. Company was
able to stream line the production capacity during the year. During the year under review
Company has entered MOU with The Maharashtra Agro Industries Development Corporation
Limited (Government of Maharashtra) for Exclusive Supply of SSP of 25000 Ton of SSP under
the Brand of Krishi Samradhi.
Company has entered MOU with Brahamputra Valley Fertilizer Corporation
Limited for supply of 25000 Ton of SSP.
Company has also entered MOU with Matrix Fertilizer & Chemical
Limited for supply of 18000 Ton of SSP. Company has good number of contract in hand and
Your Company is hopeful to fulfil all of them.
3. CHANGE IN NATURE OF BUSINESS
During the year there has not been any change in the nature of the
Business.
4. DIVIDEND
During the year Company has not declared or distributed any dividend.
Companys Board finds its better to retain the fund for future uncertainty
however board assures that we shall endeavour toward distributing dividend to the
shareholders in upcoming years also.
5. AMOUNT TRANSFERRED TO RESERVE
During the year under review, the Company is proposed to transfer whole
amount of Profit as Rs. 507.82 Lacs in Free Reserve of company.
6. DEPOSITS
The Company did not accept any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.
7. INSURANCE
Your directors informed that all the fixed assets of the company are
adequately insured also company has provided medi-claim facility to its employee.
8. SHARE CAPITAL a) Authorized Capital
There were no changes have been made in the Authorized Capital of the
company during the financial year 2022-23 the current Authorized Capital of the company is
Rs. 21,00,00,000/- divided into 2,10,00,000 equity Shares of Rs. 10 each. b) Issued
Subscribed and Paid-up Share Capital
The issued, subscribed and paid-up share Capital of the Company is same
as in the previous Year that means no further issue or bonus issue was brought by company.
Issue of Bonus Equity Shares: Nil Issue of Equity Shares: Nil.
9. HUMAN RESOURCE & INDUSTRIALRELATIONS
The Industrial relations of the company were harmonious with suppliers,
customers employees, factory labour, financial leaders, as the companys
promoter is having a great influence in the fertilizer industry of middle east of India
which always supposed to turned into some wonderful corporate relation of company among
others in this industry, also management is striving their efforts toward the harmonious
relation with vendors, raw material suppliers, purchasers, Governments Bodies and other
stakeholders.
Your company is always having concern about its employee and
labour as a part of this your company was arranged all necessary arrangement for safety of
health of our employees as availability of Primary medical treatment facility at corporate
office and plant premises, also this year management have taken intuitive to provide
Medi-claim facility to companys employees. Company is having system to provide loan
facility without interest or lesser interest as per the salary slab criteria to needy
employees so as to assure timely help to them to face any untoward or any to fulfil their
needs. Company always welcomes from its employee about any facilities/ aid they can serve
to them and management always do their best to promote practice of collective bargaining,
trade unionism, and harmonious labour-management relations, provide friendly environment
and comfort to companys employees so that they may explore their maximum output
throughout the year. We also would like to place on record our sincere appreciation to the
cooperation extended by all the employees in maintaining cordial relations.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, forming part of this report as
required under Regulation 34 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is attached as "Annexure-A"separately
to this Report.
11. DIRECTORS RESPONSIBILITY STATEMENT
To the best of the knowledge and belief and according to the
information and explanations obtained by them, your Directors confirms the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. That in the
preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; b. That such accounting policies as mentioned in the
Financial Statements have been selected and applied consistently. Such judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs and of Profit of the Company for the financial year ended on
March, 31st 2023. c. That they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; 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 such internal financial controls were adequate and were operating effectively.
f. That they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such system are adequate and operating effectively.
12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Changes in Directors: I Cessation of Directors:
During the year none of the directors have been ceased or resigned from
the office of the director.
II Appointment of Directors
During the year none of the directors have been appointed.
III. Retirement by Rotation:
The independent directors hold office for a fixed term not exceeding
five years from the date of their appointment and are not liable to retire by rotation.
However as per the provision of the Companies Act, 2013 and as per the Article of
association of the company Mr. Abhishek Kalekar Director of the company, who has longest
in the office are become liable to retire by Rotation in ensuing Annual General Meeting
and, being eligible have offered their candidature for re-appointment. Brief details of
Mr. Abhishek Kalekar Director, who are seeking re appointment, are given in the notice of
annual general meeting.
B. Changes in Key Managerial Personnel: No Change
The Detailed Information on the directors is provided in the Corporate
Governance Report.
As on the 31st March 2023 the Company is having of the
following directors & KMP in its Composition namely: -
DIN / PAN NO. |
NAME |
DESIGNATION |
DATE OF APPOINTMENT |
DATE OF CESSATION |
| 00244925 |
Raj Kumar Gupta |
Managing director |
24/09/2002 |
- |
| 05233476 |
Vishnu Kant Gupta |
Whole-time director |
16/03/2012 |
- |
| 08178291 |
Vidhi Jain |
Independent Director |
12/07/2018 |
- |
09042779 |
Chandresh Kumar Gupta |
Independent Director |
25/01/2021 |
- |
| 02721299 |
Tushar Dave |
Independent Director |
30/06/2021 |
|
| 07758751 |
Abhishek Kalekar |
Non-Executive Director |
08/03/2017 |
- |
| AGGPG1674C |
Vishnu Kant Gupta |
CFO |
25/01/2021 |
|
KGIPS4560K |
Sumit Sharma |
Company Secretary &
Compliance Officer |
18/09/2018 |
27/03/2023 |
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on March 31, 2023, the Company does not have any subsidiary or joint
venture or associate Company also our company is not a subsidiary to any other company,
therefore your company is not required to any compliances as such.
14. NUMBER OF BOARD MEETINGS
Physically conducted Board Meeting:
During the Financial Year 2022-23, Six [06] meetings of the Board of
Directors of the company were held.
S.NO |
DATE OF BOARD MEETING |
Total No. of Directors |
No. of Directors attended
the Meeting |
| 01 |
30/05/2022 |
6 |
6 |
| 02 |
02/07/2022 |
6 |
6 |
| 03 |
10/08/2022 |
6 |
6 |
| 04 |
05/09/2022 |
6 |
6 |
| 05 |
12/11/2022 |
6 |
6 |
| 06 |
14/02/2023 |
6 |
6 |
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies
Act, 2013; a separate meeting of the Independent Directors of the Company was held on 27th
March, 2023 to review the performance of Non-Independent Directors (including the
Chairman) and the entire Board. The Independent Directors also reviewed the quality,
content and timeliness of the flow of information between the Management and the Board and
its Committees which is necessary to effectively and reasonably perform and
discharge their duties.
15. COMMITTEES OF THE BOARD
The Company is having required committees of Board of Directors as per
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures
Requirements), Regulations 2015, all the committees are having required composition of
Executive & Non-Executive Directors as chairman as well as members. Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committees have been
re-constituted due to existing member Shri Abhishek Kalekar expressed their unwillingness
to continue as member of the committees hence Shri Tushar Dave, Independent Director of
the company was appointed member of Committees in Board Meeting held on 05th
September, 2022. The Complete details of the committee and its Meeting are given in
corporate governance portion of this Report.
16. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2022-23 in
the prescribed format, AOC 2 as Annexure-B has been enclosed with the report,
further it was observed that all transactions with the related parties are at arms
length basis and in ordinary course of business of company., details of the transactions
were placed before audit committee for their review.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the reporting financial year company has advance loan to one
Body Corporate , However has not given any guarantee or security in connection with any
loan or made any investment as prescribed under Section 186 of the Companies act, 2013,
complete details on loan, guarantee, Security or investment, if any are given in the notes
to the Financial Statements and are within the limits as approved by the members.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the requirement of Section 177 (9) of the Companies Act, 2013,
and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a
Vigil Mechanism called the ‘Whistle Blower Policy for
Directors and Employees to report concern of unethical behaviour, actual or suspected
fraud or violation of the Companys Code of Conduct or ethics policy and the details
of the Whistle Blower Policy has been uploaded on the Companys website
http://www.agrophos.com . However, during the financial year company was not recorded any
case of unethical behaviour, actual or suspected fraud or violation of the Companys
Code of Conduct or ethics policy.
20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and the date of this report.
21. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo are disclosed in "Annexure-C" enclosed with this
Report.
22. RISK MANAGEMENT POLICY:
The Company has adequate risk management process to identify and notify
the Board of Directors about the risks or opportunities that could have an adverse impact
on the Companys operations or to that could be exploited to maximize the gains. The
processes and procedures are in place to act in a time bound manner to manage the risks or
opportunities. After conclusion of the whole year your board are in the following view ?
There were no internal disputes or mismanagement was observed during this whole year. ? We
have not recorded any human loss during the reporting financial year and up to the date of
this report.
23. AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT
Statutory Auditors
Pursuant to provisions of section 139 of the Companies Act, 2013 and
rules made there under and on recommendation of the audit committee M/s. Ashok
Khasgiwala& Co., LLP Chartered accountants was Re-appointed as Statutory auditor of
the company for a further period of Five years commencing from the year 2022-23 to 2026-27
in the Annual General Meeting held on 30th September 2022. In respect to Audit
conducted for the year under review Your Board is pleased to inform that the notes on
accounts referred to and the Auditors 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 Companies Act, 2013, read with Rule 14 of the Companies (Audit & Auditors) Rules,
2014, issued by the Central Government and on the recommendation of Audit Committee was
appointed M/s. M.P. Turkhia & Associates, Cost Accountants, as Cost Auditors to
conduct audit of the cost accounts maintained by the Company in respect of Fertilizers
manufactured for the financial year 2022-23. In respect to Audit conducted for the year
under review Your Board is pleased to inform that the Cost Auditors Report are
self-explanatory and therefore do not call for any explanatory note.
Internal Auditor
M/s Pankaj Somaiya & Associates LLP, Chartered accountants was
appointed as an Internal Auditor of the Company to conduct the internal audit of the
Company for the Financial Year 2022-2023, as required under Section 138 of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014. The Company has an Internal Control
System, commensurate with the size, scale and complexity of its operations. The scope and
authority of the Internal Audit function is defined. The Audit Committee of the Board of
directors actively reviews the adequacy and effectiveness of the Internal Control System
and suggest improvements to strengthen the same. To maintain its objectivity and
independence, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board. Based on the report of internal audit function, Company undertakes corrective
action in their respective areas and thereby strengthen the controls. Recommendations
along with corrective actions thereon are presented to the Audit Committee of the Board
and accordingly 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 made there under, the Company has appointed M/s Neelesh Gupta & Co.,
Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the
financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is
annexed in "Annexure-D" herewith as"forming part of this report. The
following remarks or observations have been taken place in Secretarial Audit Report for
the year ended 31st March 2023.
Sr. No |
Compliance Requirement
(Regulations/ circulars / guidelines including specific clause) |
Deviations |
Observations/ Remarks of
Board Remark the Practicing Company Secretary |
1. |
Regulation 23(9) of SEBI
(LODR) Regulation, 2015 Related Party Disclosure |
However Related party
disclosure pursuant to Regulation 23 sub regulation 9 for the year ended 31st March,2022
was filed with the delay of 13 days and NSE has levied fine on the company. |
Stock Exchange has The delay
was occurred imposed fine of Rs. 76700/- due to the skip of the on the company and recent
amendments in Company has filed waiver SEBI (LODR) application which was Regulations, 2015
but under processing. later they came to know that it has been changed form 30 days to 15
days. |
|
|
|
Company has filed waiver
application which was under processing. |
Annual Secretarial Compliance Report
As per Reg. 24A of SEBI(LODR), Regulations 2015 and SEBI Circular dated
08th February 2019, all listed companies have to obtain Annual Secretarial
compliance report from Company Secretary in practice, and pursuant to which your company
has obtained ASCR for F.Y. 2022-23 from Secretarial Auditor named Neelesh Gupta & Co.
and said report contain the same remarks or Observations as mentioned above in respect to
Secretarial Audit report and board comments over the same is simultaneously mentioned
there.
Reporting of fraud by auditor
During the year under review, none of the above-mentioned auditors have
reported any instances of fraud committed against the company by its officers or
employees, to the audit committee under section143(12) of Companies Act, 2013
24. CORPORATE GOVERNANCE
A detailed report on Corporate Governance, along with certificate on
corporate governance forming part of this report as required under Regulation 34 read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is attached separately as "Annexure-E"
to this report.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
Company during the reporting financial year was out of the ambit of the
provisions of CSR Provision except the liability to invest the outstanding fund of CSR,
Company also continuing to exist its CSR
Committee so that required fund will be invested in appropriate
activities during the year company was made some investment in CSR Related activities,
Complete Detail about CSR are disclosed in "Annexure-F" to this Report.
26. MANAGERIAL REMUNERATION:
Company has paid total managerial remuneration amounting to Rs.
96,00,000 during the year to its Executive Directors including Managing Director and Whole
Time Director. Company has paid Sitting fees to its Non-Executive Directors
including independent Director for attending meeting of Board and committee thereof.
27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMENATWORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
During the year the Company has not received any complaint, which is
appreciable as the management of the company endeavor efforts to provide safe environment
for the female employees of the company.
28. EMPLOYEES REMUNERATION
The detail of the employees, who was in receipt of remuneration as
specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. are given in "Annexure-G" attached to this
Report.
29. INTERNAL FINANCIAL CONTROLS
The company is having adequate internal financial controls with
reference to the financial statements in terms of Section 134 (3) (q) of Companies Act,
2013 read with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014.
30. BOARD EVALUATION
Pursuant to the provisions of section 134 (3) (p) of the Companies Act,
2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its
performance and as well as that of its Committees and Individual Directors, including the
Chairman of the Board. The exercise was carried out through a structured evaluation
process covering various 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 was
carried out by the entire Board and that of the Chairman and the Non-Independent Directors
were carried out by the Independent Directors. The Directors were satisfied with the
evaluation results, which reflected the overall engagement and effectiveness of the Board
and its Committees with the Company.
31. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on
the Companys website and can be accessed at Investor Section of companys
Website Via, www.agrophos.com
32. SECRETARIAL STANDARDS OF ICSI
Your Company is in Compliance with the all-applicable Secretarial
Standards as specified by the Institute of Company Secretaries of India.
33. DECLARATION/AFFIRMATION
? There are no significant and material orders passed by the regulator
or courts or tribunals impacting the going concern status of the Company and future
operations.
? There are no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 ? The Company has not made any one time settlement
with any Bank or Financial Institution as such disclosure or reporting requirements in
respect of the details of difference between amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions is not required.
34. BANKS AND FINANCIAL INSTITUTIONS
Your Company is prompt in paying interest and repayment of loans to the
financial institutions/banks. Banks and Financial Institutions continue their unstinted
support in all aspects, and the Board had placed its appreciation for the same on record.
35. ACKNOWLEDGMENT
Your directors thanks the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge support of the NSE Ltd., Share Transfer
Agent and also to all stakeholders of the Company viz. customers, members, dealers,
vendors, bankers and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees
of the Company for their unstinted commitment and continued contribution to the Company.
For and on behalf of the Board of Directors of AGRO PHOS (INDIA)
LIMITED
Date: 05.09.2023 |
Sd/- |
Sd/- |
Place: Indore |
RAJ KUMAR GUPTA |
VISHNU KANT GUPTA |
|
MANAGING DIRECTOR |
WHOLETIME DIRECTOR |
|
DIN:00244925 |
DIN: 05233476 |
+91-9892691696
