Agro Phos India Ltd Directors Report.

To,

The Members,

Your directors have pleasure in presenting their 17th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

1. Financial Highlights

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

Particulars Year ended 31st march 2019 Year ended 31st march 2013
Revenue from operation and Other Income 721642000 594082000
Less: Expenditure 705317000 573462000
Profit/(Loss) before tax 16325000 20620000
Less: Tax Expense
Income tax (current year) 3455000 4150000
Income tax paid for earlier years 0 0
Deferred tax 4590000 2886000
Profit/(Loss) after tax 8280000 13584000

2. Financial Performance

During the year under review companys Profit was Rs. 82.80 Lacs as compare to Rs. 135.84 Lacs in previous year, these fall down in profit is on account of various factors such as increase in the cost of Raw material, block of subsidy due to receipt basis accounting under IND- AS reporting and non receipt of timely payments from customers, however some more factors are also influenced our profitability, the Board of directors of the company decides to overcome the above situation by effective measures as accounting on receipt is now on roll so from next year it will not place negative impact on credit of income of company, we are also finding some specific resources from where we can get raw material at reduced prize.

2. Change In Nature Of Business

There was no change in the nature of Business during the year as no expansion or diversifications in the existing business cycle of the company was exposed, companys Management thinks it better to first focus on available opportunities in the market to enhance the existing growth of the company, however in the previous year company was added some new objects in the form of Manufacturing, trading, Import & Export of Agriculture Commodities, horticulture, organic, medicinal and forest produce and all types of metals, steel and iron products and accordingly change its object clause in the Memorandum of Association of company.

3. Dividend

To strengthen the financial position of the Company, no dividend is recommended by the Board of Directors for the Financial Year 2018-19.

4. Amount Transferred To Reserve

During the year under review, the Company has transferred amount of Rs. 82,80,000/- in General Reserve.

5. Deposits

The Company did not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

6. Insurance

During the year under review all the fixed assets of the company are adequately insured.

6. Share Capital

a) Authorized Capital

There was no change made in the Authorized Capital of the company during this financial year 2018-19.

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.

7. Human Resource &Industrial Relations

The Industrial relations of the company were harmonious with suppliers, customers employees, factory labor, financial leaders and become a worth full fertilizer manufacturer company is having its identity as market performer company is having a good position in Market, companys promoter are also having their goodwill in Fertilizer industry as previously our Managing Director was chairman of fertilizer association of middle east of India.

Further we would like to share with you that your companys management always believes in doing study and practice of collective bargaining, trade unionism, and harmonious labor-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.

8. 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-E" separately to this Report.

9. 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, 2019, 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 2019.

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.

9. Details of Directors And Key Managerial Personnel

A. Changes in Directors :

I Cessation of Directors :

a) Mr. Vijay Singh Bharaktiya (DIN:00017285), a Non Executive & Independent Director of the Company on account of his pre- occupation at somewhere else and some of other personal reason have resigned w.e.f. closing of working hours of May 30th, 2019, the Board recorded its sincere appreciation for his valuable contribution during his long association with the Company

b) Mrs. Vani Gupta (DIN:07590997), Independent Director of the company have Resigned w.e.f. 26th June 2018 and Mr. Palash Gupta (DIN:03599982), Independent Director have also resigned w.e.f. 12th June 2018 due to their pre-occupation, the Board recorded its sincere appreciation for his valuable contribution during their association with the Company

II Appointment of Directors

a) The Board at its meeting held on 12th July 2018, pursuant to the recommendation of Nomination and Remuneration Committee and subject to necessary Confirmation by shareholders, appointed Mr. Omprakash Chourey (DIN: 08178285) and Mrs. Vidhi Jain (DIN: 08178291) as additional directors, with the designation as Independent directors of the Company for a period of five years with effect from 12th July 2018.

b) The Board at its meeting held on 26th February 2019, pursuant to the recommendation of Nomination and Remuneration Committee and subject to necessary Confirmation by shareholders, appointed Mr. Ashok Pande (DIN: 08374646) as additional director, with the designation as Independent director of the Company for a period of five years with effect from 26 February 2019.

Necessary intimations regarding above mentioned appointment and cessation as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given to stock exchange and also detail of appointment of Mr. Ashok Pande has placed in the notice of annual general meeting for approval by shareholders.

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 Article 145(b) of article of association of the company Mr. Vishnu Kant Gupta, 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. Vishnu Kant Gupta Director, who are seeking re-appointment are given in the notice of annual general meeting.

B. Changes in Key Managerial Personne l:

a) The Board at its meeting held on 15th September 2018, pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. Dilip Kumar Jain as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 15th September 2018 in place of Mr. Vidit Garg, whose office has been ceased as Chief Financial Officer of the Company w.e.f. 15th September 2018.

The Board at its meeting held on 15th September 2018, pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. Sumit Sharma as Company Secretary and Key Managerial Personnel of the Company w.e.f. 15th September 2018 in place of Ms. Neelam Jain, whose office has been ceased as Company Secretary of the Company w.e.f. 15th September 2018.

c) Further the Board at its meeting held on 26th February 2019, pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. Rajendra Kumar Mittal as Chief Financial

Officer and Key Managerial Personnel of the Company w.e.f. 26 February 2019 in place of Mr. Dilip Kumar Jain, who have resigned due to some of his personal reason w.e.f. 26th February 2018. Necessary Compliances and intimations regarding above mentioned appointment and cessation as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given to stock exchange and Registrar of Companies.

The Detailed Information on the directors is provided in the Corporate Governance Report As on the 31st March 2019 the Board consist of the following directors 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 -
07595771 Abhay Gupta Director 24/08/2016 14.08.2019
00017285 Vijay Singh Bharkatiya Independent Director 16/08/2016 30.05.2019
08178291 Vidhi Jain Indpendent Director 12/07/2018 -
08178285 Omprakash Chourey Independent Director 12/07/2018 -
07758751 Abhishek Kalekar Additional Director 08/03/2017 -
KGIPS4560K Sumit Sharma Company Secretary 18/09/2018 -
ACCPM1042Q Rajendra Kumar Mittal CFO 26/02/2019 -

10. Subsidiaries, Joint Ventures And Associates

As on March 31, 2019, the Company does not have any subsidiary or joint venture or associate Company.

11. Number of Board Meetings

During the Financial Year 2018-19, [08] 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 06/04/2018 7 7
02 29/05/2018 7 6
03 12/07/2018 5 5
04 03/09/2018 7 7
05 15/09/2018 7 7
06 14/11/2018 7 7
07 06/12/2018 7 7
08 26/02/2019 7 5

12. 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 15th July, 2019 to review the performance of NonIndependent 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.

13. Committees cf 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. The Complete details of the committee and its Meeting are given in corporate governance portion of this Report.

14. 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.

15. 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 2018-19 in the prescribed format, AOC 2 as "Annexure-C" 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.

16. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements and are within the limits.

16. 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 behavior, 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 .

17. 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 this financial statements relate and the date of this report. however at the end of the financial year company get approval for migration of its securities to main Board from SME platform of NSE Limited, which is considered as milestone in the companys history and also affects companys Financial position as now company is entered in capital market segment and market of the company is expect to grow in future.

18. 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-G" enclosed with this Report.

21. 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.

20. Significant & Material Orders

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.

21. Auditors, Their Report & Comments By The Management Statutory Auditors

M/s. Ashok Khasgiwala & Co. ,LLP Chartered accountants was appointed as Statutory auditor of the company for a period of Five years commencing from the year 2017-18 to 2021-2022, after their appointment they have conducted audit for 2017-18 and for the reporting year 2018-19.

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, has appointed on the recommendation of Audit Committee M/s. M.P. Turakhia & Associates, Cost Accountants, Indore as Cost Auditors to conduct audit of the cost accounts maintained by the Company in respect of Fertilizers manufactured for the financial year 2018-19. As required under Companies Act, 2013 a resolution seeking members approval for the remuneration payable to cost Auditor forms part of the notice conveying the Annual General Meeting for their ratification.

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 2018-19, 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 thereunder, the Company has appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 is annexed in "Annexure-H" herewith as " forming part of this report. There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

Reporting of fraud by auditor

During the year under review, none of the above mentioned auditor 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.

22. 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-D" to this report.

23. Corporate Social Responsibility (CSR) Policy

CSR is made applicable to the Company pursuant to the profitability of the company in the F.Y.2015-16, Company has constituted a CSR Committee having Optimum no. as members, A Policy on CSR was also made and approved in Board Meeting in earlier year, Complete Detail about CSR has been disclosed in "Annexure-F" to this Report.

24. Managerial Remuneration

Company has paid total managerial remuneration amounting to Rs. 48,00,000/- during the year to its Directors.

25. Disclosures Under Sexual Harassment of Women taWorkplace (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.

26. Employees Remuneration

The detail of the employee, 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- attached to this Report.

27. 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.

28. 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.

29. Extract d Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-A " forming part of this report.

30. Secretarial Standards bl CSI

The Secretarial Standards as specified by the Institute of Company Secretaries of India and your company is in compliance with the same.

31. Acknowledgment

Your Directors thank 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. Lead Manager, Share Transfer Agent and other intermediatories of the Public Issue of the Company 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
Date: 06/09/2019 AGRO PHOS (INDIA) LIMITED
Place: Indore Sd/- Sd/-
Raj Kumar Gupta Vishnu Kant Gupta
Managing Director Whole Time Director
DIN:00244925 D IN: 05233476