Agro Phos India Ltd Directors Report.

Dear Members,

Your directors have pleasure in presenting their 16th Directors Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

BUSINESS PERFORMANCE AND PROSPECTS:

Agro Phos (India) Ltd. is a Public Limited Company under Companies Act 2013 and currently listed on National Stock Exchange EMERGE Platform, the main Business activity of the company is to deal in Agro Products and Other related Items however seeing better opportunities in other Fields of Indian and Global Market it is seeking to Expand its Business 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 605,333,615 64,64,09,636
Less: Expenditure 585,568,684 617,772,190
Profit/(Loss) before tax 19,764,931 28,637,446
Less: Tax Expense
Income tax (current year) 4,150,000.00 5,992,899
Income tax paid for earlier years - 170,890
Deferred tax 6,632,991.00 10,489,886
Profit/(Loss) after tax 8,981,940.00 11,983,771

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, manufacture, trading of all type of agriculture commodities, horticulture, organic, medicinal plant and forest produce all types of metals, steel and iron and other related activities, therefore Company has added new clause V3 with the existing clauses of Memorandum of Association of the Company after approval of members of the Company through Postal ballot on 16th January, 2018.

3. DIVIDEND

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

4. AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has transferred amount of Rs. 8981940.00 in General Reserve.

5. DEPOSITS

The Company has 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. SHARE CAPITAL

a) Authorized Capital

During the Financial year 2017-18 under review; there is no change in Authorized Capital 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 Bonus Share.

Issue of Equity Shares:

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

7. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Industrial relations of the company were harmonious with suppliers, customers, financial leaders and employees throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

8. 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, 2018, 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 2018.

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 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 on 08/03/2017, and his appointment was approved by the shareholders in their Annual General Meeting held on the 29th September, 2017.

• Mr. Palash Gupta (DIN: 03599982), appointed as Additional Independent Director on 18/01/2018 and resigned on 12/06/2018 and Mrs. Vani Gupta (DIN: 07590997) has resigned form 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 to be approved by the shareholders in ensuing Annual General Meeting, for a term of Five years.

• Mrs.Neelam Jain was appointed as Company Secretary on 28th August 2017 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 of Association of the company, Mr. Abhishek Kalekar , is a Director of the Company , who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment. 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 (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 or associate Company.

12. NUMBER OF BOARD MEETINGS

During the Financial Year 2017-18, [9] meetings of the Board of Directors of the company 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; a separate meeting of the Independent Directors of the Company was held on 19th March, 2018 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.

14. COMMITTEES OF THE BOARD

The Company has following four Committees: the Audit Committee, the nomination and remuneration committee, the stakeholder relationship committee, the Corporate Social responsibility committee. All committees consist of optimum number of Independent Directors 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 Act 2013 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 on 16th August, 2016. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations 2015 and Companies Act, 2013.

The Audit Committee comprises of the following Directors 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

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 accordance section 178 of the Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on 16th August, 2016. The Nomination and Remuneration Committee comprises of the following Directors 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 Financial year 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 the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 16th August, 2016. The Stakeholders Relationship Committee comprises the following Directors 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

1 meeting of the Stakeholders Relationship Committee was held during the Financial year 2017-18.

(d) Corporate Social Responsibility Committee Company has constituted a Corporate Social Responsibility Committee in accordance section 135 of Companies Act, 2013. The constitution of the Corporate Social Responsibility was approved by a meeting of the Board of Directors held on April 15, 2014 and reconstituted by the Board of Directors at their meeting held on 16th August, 2016. The Corporate Social Responsibility Committee comprises the 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 prescribed in 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 under section 149(7) of the companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year 2017-2018 were on Arms Length Basis and were in Ordinary course of business and within the limit approved by members General Meeting held on 30th September 2016.

The Company has developed a Related Party Transaction Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribed format, Form 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 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 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 Company occurred between the end of the financial year to which this financial statements relate and 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 exchange earning and outgo stipulated under section 134 (3) (m) of the companies Act, 2013 read with 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 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.

21. 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.

22. REPORTING OF FRAUD BY AUDITOR

During the year under review, neither the statutory auditor nor the secretarial 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.

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

During the year under review, the company has not advanced any fresh loans/given fresh guarantees/ 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 Registration Number 0743C, appointed as Statutory Auditors of the Company in Annual General Meeting held on 29th September 2017 to hold office till the conclusion of Sixth Annual General Meeting as per the provisions of the Companies Act, 2013. In this regard the Company has received eligibility certificate from the Auditors in accordance with the provisions of section 141 of the Companies Act, 2013. There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

Auditors Report

Ashok Khasgiwala & Company, Chartered Accountants, Indore, Firm Registration Number 0743C have issued their Report for the Financial Year ended 31st March 2018.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter

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 is 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 suggests 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 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as "Annexure -G " forming part of this report. There are no adverse comments, qualifications 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; is exempted from provisions of corporate governance as per Regulation15 of the SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions 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 in the 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 the episodes to educate the farmers and to motivate to the farmers and give them the message not to commit suicide, Title of the episode will be

HIMMAT NA HAR.

Company has also approached the DD National Channel for broadcasting the episodes. Your Directors 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 implementation of the CSR policy of the Company.

27. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 48,82,666/- during the year 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 the management of the company endeavor efforts to provide safe environment for the female employees of the company.

29. EMPLOYEES REMUNERATION:

The company was not having any employee, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. 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.

31. CODE OFCONDUCT

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

32. 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.

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, perspective, knowledge, skill, regional and industry experience, cultural, and geographical background, age, ethnicity, gender, and race that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of executive, non executiveand independent directors to maintain the independence of Board, and separate its function of governance and management.

34. OTHER BOARD POLICIES AND CONDUCT

Following policies have been approved and adopted by the Board, the details of which are 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 the Annual Return in form MGT 9 is annexed herewith as "Annexure- I" forming part of this report.

36. LISTING OF SHARES

Shares of the Company is listed on The National Stock Exchange Limited (NSE), SME Platform, Mumbai, The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including payment of annual listing 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 India for Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 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 Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, 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 do not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

40. 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.