rama phosphates ltd share price Directors report

TO THE MEMBERS OF RAMA PHOSPHATES LTD.

The Directors hereby present their Thirty Eighth (38th) Annual Report on the performance of Rama Phosphates Ltd. (the Company) together with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2023.

During the year under review your Company made all out efforts to face the heat and overcome all external adversities thrusted on it. Throughout the year the Management remained steadfast in their commitments to excellence, adaptability and sustainable growth. Despite facing numerous challenges, your Company has achieved remarkable results, demonstrating resilience and determination of entire team.

DIVIDEND

Keeping in view of the long term growth strategy and to ensure that shareholders get sustained return on their investments and considering growing working capital requirements, your Directors at their Board meeting held on 18th May, 2023, has recommended payment of 1.00 (Rupee one only) per equity share i.e. 10% of the face value of 10 (Rupees ten only) each as dividend for the financial year 2022-23. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

FINANCIAL HIGHLIGHTS

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

f In Lakhs

FINANCIAL RESULTS	YEAR ENDED 31/03/2023	YEAR ENDED 31/03/2022
Sales & Other Income	87548.90	88191.13
Profit Before Financial Charges & Depreciation	7283.18	11011.48
Less : Financial Charges	808.77	535.82
Profit Before Depreciation & Amortisation	6474.41	10475.66
Less : Depreciation & Amortisation	988.42	1082.91
Net Profit Before
Tax	5485.99	9392.75
Tax Expenses Current Tax	1365.78	2435.88
Deferred Tax	26.77	(37.50)
Earlier year Taxes	-	(9.34)
Net Profit After Tax	4093.44	7003.71
Profit After Comprehensive income / (expense) Adjustments	4077.67	6981.88

OVERALL FINANCIAL PERFORMANCE

Turnover and Profitability

The fiscal year was marked by a highly challenging market environment such as geo-political issue viz., Russia-Ukraine war, economic downturn, market volatility in raw material prices. Despite these headwinds, your Company demonstrated resilience and managed to maintain turnover of 875.49 crore during the financial year 2023 against 881.91 crore achieved in the financial year 2022. The company has achieved optimum production of fertilizers in spite of increased cost of raw material prices viz., Rock Phosphate and Sulphur subsequent to geo-political situation and inflationary trend. At the same time, the Nimbahera plant which was recently taken on lease is operating at the fullest capacity. Your Companys financial position remains robust with a healthy balance sheet and strong cash flows. Your Company managed working capital diligently and maintained prudent approach to financial management ensuring our ability to navigate challenges and seize opportunities. Your Company successfully expanded market reach by entering in new geographical regions and exploring untapped market segments. This strategic expansion allows your Company to diversify and increase customer base and capture additional market share which ultimately contributes to overall growth and success. Your Companys diligent efforts in managing costs and optimizing operations have yielded positive results. Your Company focused on streamlining processes implementing cost saving initiatives and identifying areas of efficiency for improvements. As a result, your company were able to achieve substantial costs savings. There was lesser off-take of fertilizers in the market due to offN season and that the carry forward stock would be liquidated in the ensuing kharif season. Moreover, there was lesser realization on sales of Sulphuric Acid due to subdued demand. Oil division operated at lower capacity of its crushing activities in spite of increased cost of seeds.

Profit Before Interest Depreciation and Tax: Maintaining profitability during adverse market conditions is a testimony to our strong financial discipline and prudent Management. The Company achieved PBIDT of 72.83 crore against 110.11 crore. This was achieved through rigorous cost control exercises, operational efficiency, optimal production, enhancement and targeted revenue allocation and implementing effective risk mitigation strategies As a result, your company could reduce selling and distribution expenses.

Profit After Tax : Your Company achieved net profit of 40.93 crore against 70.03 crore even though there was tremendous pressure on raw material prices due to aforementioned inflationary and geoN political situation.

Financial Resilience : Your Companys financial resilience has been a key factor in successfully weathering the adverse market conditions. We have maintained a strong balance sheet, liquidity position and prudent debt management. These factors have provided us with necessary flexibility and ability to navigate the uncertain market landscape and seize opportunities as they arise.

Strategic Initiatives : Throughout the fiscal, your company actively pursued strategic initiatives aimed at mitigating the impact of adverse market conditions and positioning itself for total growth. These initiatives include setting up of a new fertilizer plant at strategic location, automation of operations and focussing on value-added products. By taking proactive measures, your Company has been able to adapt to challenging market dynamics and lay the groundwork for sustainable long term success. The Earning per Share (EPS) for the year stood at 23.14 per share compared to 39.58 per share of previous year.

Trade receivable level has been increased to 62 days from 38 days due to prevailing market structure whilst inventory turnover has marginally changed from 61 days to 74 days during the year. At the same time, subsidy outstanding stands at 123.34 crore as against 87.92 crore in previous year.

MAJOR MILESTONES DURING THE YEAR S Exit from CDR and de-pledging of shares

Subsequent to the successful exit from CDR, working capital consortium lenders have de- pledged 41% of promoters shares out of 51% held by them and withdrawal of nominee director by working capital leanders. This is a morale booster to generate investors interest and their sentiments.

SDhule Plant

Environmental Clearance for this project has been received and the commissioning activities are taking place as per scheduled plan. The project is expected to be on stream by end of the financial year 2024.

REVIEW OF OPERATIONS

Your Company has achieved optimum capacity utilization in production of SSP Fertilizers to meet growing demand for our products amongst farming community and thus the companys motto of "Sowing seeds for the Growing needs..." is fully touched the right chord.

Your company is on the right path to become a member of 1000 crore plus group in near future. The current environment is quite conducive in spite of charged international atmosphere to keep our energy and focus on achieving desired targets. Your company delivered good profit growth of CAGR 44.20% over last five years

Awards & Accolades

Best Employer Award 2022-23: Your Company has been presented with Maharashtra State Best Employer Brand Awards hosted by World HRD Congress at Taj Lands End, Mumbai on 7^th July, 2022.

MAHARASHTRA STATE

BEST EMPLOYER BRAND AWARDS 2022.

Top 10 Agro Chemicals Manufacturers: The reputed business magazine, Industry Outlook has declared and presented your Company one of the Top 10 Agro Chemicals Manufacturers in 2022.

UCCI Excellence Awards 2023: Your Company bagged Excellence Awards-2023 instituted by Udaipur Chamber of Commerce and Industry (UCCI) for the second consecutive year.

IIMM - Udaipur Procurement Awards 2022-23: Your Company has won this award in the category of Medium Scale Enterprises and this award was received on 19th February, 2023.

India CFO Awards 2023: Under Best CFO Awards, your company won award for Best CFO- Manufacturing-Chemical (Large Private Companies) category. The award was received by our CFO at the function held on 18th April, 2023 at Radission Blue Plaza, Delhi in the event organized by Biz Integration. a) SSP Fertilizer Division All our existing manufacturing facilities at Indore, Pune, Udaipur and Nimbahera are achieving optimum production with estabN lished market brands. Our units are catering to the requirement of major consumption area in Western region.

The major developmental activities for promotion of SSP consumption in the country by Govt. of India has given impetus to the industry as a whole.

The fertilizer division is in operation since 39 years whilst Pune unit is in existence since four decades. All our four units are situated in Western region which accounts for more than 60% of total SSP fertilizer consumption in the country.

Single Super Phosphate fertilizer consumption is gaining ground subsequent to the major thrust given on the product by government authorities on the basis of cost effectiveness to farmers which augurs well for your Company.

The demand of other phosphatic fertilizer, DAP is majorly met by import and to save precious foreign exchange and also attain

"Atmanirbhar Bharat", the indigenously produced SSP is the best alternative.

The overall installed capacity of all your plants put together currently stands at 6.98 lac MT. Your company continues to maintain higher capacity utilization in all plants and achieved operational capacity of 58% against industry average of 50.5% Under this scenario, the Brands of your Company is well-established and our fertilizer brands, "Girnar" & "Suryaphool" are most sought after in eleven states of operation in central, western and northern India through extensive dealers network with brand recall amongst the farming community at its best over the period of operations. The recent entrant in the stable "Sampurn" is gaining strong foothold in our area of operations and the same is turning out to be a niche product. Thus your companys products command a strong brand image.

Your companys fertilizer products line include the following: - Primary : SSP Fertilizer - Powder and Granule

- Fortified : Boronated and Zincated

Zincated Boronated- (Sampurn) Your Companys prime motto is to serve the farming community and our companys tag line is "Sowing Seeds for the Growing

Needs" and this mantra is practiced by your Company in letter and spirit. Our best of efforts are acknowledged by the apex body, FAI, New Delhi and that your Company is the recipient of Best Performance Award for five times till now in a decade. Your Company do not settle with this laurels and continuous efforts are going on for bettering the performance in the years to come.

b) Chemicals Division

- Sulphuric Acid & derivatives viz., Oleum, CSA

In general parlance, Acid means Sulphuric Acid. This is the basic chemical which is widely consumed in various requirements of the industry viz. fertilizers, detergents, pharma, defence, textiles, engineering, power, paper, dyes and intermediates etc. Moreover, it is also consumed in SSP fertilizer manufacN turing as one of its raw material.

- Linear Alkylbenzene Sulfonic Acid (LABSA)

Your Company is establishing product marketability and the plant was in operation on need base.

c) Power Division - Self Generation Through TG

Your Companys manufacturing units at Pune and Indore are termed as wholesome energy self-sufficient complex with overall capacity of 3.709 MW power generation. The waste heat generated (exo-thermic heat) during the process of Sulphuric Acid manufacturing through DCDA technology is energized through Turbo Generator and that major power requirement of production activities including utilities are taken care of. This has also reduced our dependence on coal for Soya division.

Green Energy through Solar Power

Solar power plant is fully operational at Udaipur unit and generated 8,01,240 kW units during the year. This has resulted in uninterrupted power supply to the unit and also achieved savings in energy bills.

d) Soya Division Locational advantage -

The Companys state- of-the-art manufacturing facility has been strategically located in Indore, the soyabean- rich belt of Madhya Pradesh which accounts for >70% of Indias overall soyabean output. The Company draws 100% of its raw material from within a radius of 100 Kms, thus achieving saving in logistics costs.

Soya is given agro industry status by the Government and promotional activities are undertaken to increase acreage of cultivation under "Atmanirbhar Bharat" scheme. Soya division has seed crushing capacity of 1.20 lac MT per annum along with refining of 30,000 MT per annum. For past few years your company has been restricting to solvent extraction only.

The steam generated during Sulphuric Acid production in newly commissioned SAP-2 would be utilized in Soya division on need base when there is no power generation requirement.

The value-added product Lecithin which finds usage in bakery, margarine and other related industries would also be given thrust by your Company to augment capacity utilization.

e) Micro Nutrients

These products are specialized in nature to rejuvenate the depleting microorganisms in soil and thus enhance the yield and output of grains from the field and improve farmers income. The increased awareness among farmers for its use is giving impetus to growth of these products; hence your Company is giving due importance by doubling its production and sale during the year. Your Company produces wide range of products under this category viz., Magnesium Sulphate (MgSO4), Mixed Micronutrients, Sulphur Dust, Zinc Sulphate, Mono-Hydrate 33% and Zinc Sulphate Hepta-Hydrate 21%. The promotional activities for consumption of these products are bringing in desired fruits. Such products are marketed through existing fertilizer dealer set up of 1700 nos. which gives an edge to your Company. Thus, your Company would enhance more focus on non- subsidized fertilizers also.

NEW PROJECTS / CAPACITY EXPANSION / ONN GOING PROJECTS

Your Company is continuously looking for growth opportunities and initiated efforts for implementation of various projects and revamping activities.

0 Greenfield Fertilizer and Acid Project at Dhule

For expansion and looking to the future growth prospects in SSP & Chemical business, Company has acquired land admeasuring 210377 Sq. Mts. (51.98 Acre) from Maharashtra Industrial Development Corporation (MIDC), Nardana Industrial Area, Dhule District which is bordering Madhya Pradesh and Gujarat States. The ManagN ement is in the process of setting-up a SSP Plant with capacity of 2.16 lac MT and Sulphuric Acid plant with capacity of 90,000 MT. In this connection, Company has purchased plant & machinery and other utilities for fertilizer plant and is in process of installation. Company has received EnvironN mental Clearance (EC). The Company is expecting to commence fertilizer division operation by end of the financial year 2024 in phased manner. After implementation of this project, your Company would be a significant player in SSP fertilizer segment on PAN India basis.

0 Udaipur Capacity

Your Company intends to increase capacity to 3.15 Lac MT for SSP Fertilizer.

AWARDS AND RECOGNITION

0 UCCI Excellence Award

0 BSE-2000 Index Rankings

As on 31st March, 2023, your Company achieved exponential growth in market cap by achieving 1293 ranking in BSE-2000 index with 309.10 crore

0 NSE Listing

Your Companys shares have been listed on National Stock Exchange (NSE) and are actively traded on the bourse.

ISO ACCREDITATION

Your Company had updated the existing ISO certification with IMS - Integrated Management System, i.e. a single integrated structure for managing process with respect to quality, health, safety, environmental, security, ethical or any other identified requirements.

1. Quality Management System (QMS) - ISO 9001 : 2015 for "Total Customer Satisfaction"

2. Environmental Management System (EMS) - ISO 14001 : 2015 for "Environmental Safety"

3. Occupational Health & Safety Management System (OHSMS) - ISO 45001 : 2018 for "Personal Health & Safety of Management" The respective certificates have been received.

VISION FOR FUTURE

0 Consistency in Performance

Consistency in performance is a key factor for great success of any organization in unpredictable and highly competitive environment. Our ability to foresee shift in the paradigm and resolute response with agility distinct us from mediocrity. Our responses are always complemented by our integrated business model with NIL and/or Zero-Wastage of efficiency which is possible due to wide product mix portfolio and in-house power generation.

0 ? 1000 Crore League

To achieve a place in big-league of 1000 cr. plus entities with consistent growth momentum.

0 Economies of Scale

With consistent performance, your Company intends to achieve economies of scale so as to capitalize on increasing demand in fertilizer products in the country.

0 Automation in Production process and SAP

Your Company is also actively implementing automation in process operations whilst set a goal to strengthen digital initiatives and maintain pace for providing better services to customers.

Moreover, your Company has upgraded SAP Business One to HANA so as to bring in integration in totality through centralized management.

0 Safety & Environment

As a concerned corporate entity in the country, due care is given for safety and environment at all times and more focus on generation of green energy.

0 De-Risking Measures, Multi-Product & Integrated Plants

Our fertilizer plants at Indore and Pune utilize Sulphuric Acid produced in the same complex which is one of the basic raw material for SSP fertilizer. This gives us an edge and strengthen our competitiveness and insulates from risk aversement even in difficult times.

Our diversified products segment and portfolio would mitigate risks in dependency of any one particular segment and that your company is exploring introduction of other related products in the course of time including expansion activities in Industrial Chemicals and derivatives. Since our products are interlinked and complement each other as raw material, your Company is achieving considerable savings in logistics also.

0 Best Ethical Practices

It goes without saying that the best ethical business practices shall be followed in all sphere of operations and provide quality products to the deserving consumers of our country.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company has not transferred any unclaimed dividends and corresponding shares to Investor Education and Protection Fund (IEPF) as dividend was not declared during the Financial Year 2014-15.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2023.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2023 stood at 1,767.43 lakhs. During the year under review, there is no change in the Share Capital of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls that are commensurate with its size and nature of business to safeguard and protect the Company from losses, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and ensuring timely reporting of financial statements. The Company has appointed Internal Auditors to observe and reaffirm the internal controls as to whether the work flows of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors present the Internal Audit Report and Management Comments on the Internal Audit observations. Findings of the Internal Audit Report are reviewed by the top management and by the Audit Committee of the Company and proper follow up actions are ensured wherever required. The Statutory Auditors have evaluated the system of the internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditors Certificate on its compliance.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and

Administration) Rules, 2014 and the same is enclosed as Annexure A to this Report.

DIRECTORS

The Board presently consists of Mr. Haresh D. Ramsinghani (DIN 00035416), Mr. Deonath Singh (DIN 00021741), Mr. Kailasam Raghuraman (DIN 00320507), Mr. Ashish Kumar Thakur (DIN 00031778), Mrs. Nilanjana H. Ramsinghani (DIN 01327609) and Mr. Brij Lal Khanna (DIN 00841927).

Mrs. Nilanjana H. Ramsinghani (DIN 01327609), Director of the Company retires by rotation and being eligible, offers herself for re-appointment. Bank of India (BOI) - the lead bank hereby withdraw their nomination from the Board of the Company and thus, Mr. Bhoopesh Karaulia (DIN 09472430) ceased to be the Nominee Director - Bank of India with effect from closing business hours dated May 18, 2023.

Mr. Haresh D. Ramsinghani, (Chairman and Managing Director); Mr. Jambu Kumar Parakh, (Chief Financial Officer) and Ms. Bhavna Dave, (Company Secretary), are the Key Managerial Personnel of the Company. During the year under review there were no changes to the Key Managerial Personnel of the Company.

DECLARATION FROM DIRECTORS

The Independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Regulations and have also registered with the Independent Directors Databank maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3) of the Companies Act, 2013 and the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and NonN Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board.

The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. Chairperson of the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.

The Independent Directors are regularly updated on industry & market trends, plant process and other operational performance of the Company etc. through presentations in this regard.

NUMBER OF MEETINGS OF BOARD

During the year under review, 4 (Four) meetings of the Board of Directors were held on May 27, 2022; August 9, 2022; November 4, 2022 and February 14, 2023.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. The necessary quorum was present for all the Board Meetings.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013, the rules made there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirement), 2015 the Audit Committee comprises of the following Directors viz., Mr. Kailasam Raghuraman (Chairman of the Committee), Mr. Haresh D. Ramsinghani, Mr. Ashish Kumar Thakur and Mr. Brij Lal Khanna. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. There were no instances when the recommendations of the Audit Committee were not accepted by the Board during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination & Remuneration Committee comprises of the following Directors viz., Mr. Kailasam Raghuraman (Chairman of the Committee), Mr. Brij Lal Khanna and Mr. Haresh D Ramsinghani. The Nomination & Remuneration Committee framed a policy for selection and appointment, re-appointment, removal, appraisals of Directors and Senior Management.

RISK MANAGEMENT COMMITTEE

Business Risk Evaluation and Management is an onN going process within the organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

As per Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Risk Management Committee is applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Hence not applicable to the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has the mandate to review and redress stakeholder grievances. Stakeholders Relationship Committee presently comprised of three Directors namely Mr. Brij Lal Khanna - (Chairman of the Committee), Mr. Haresh D. Ramsinghani and Mrs. Nilanjana H. Ramsinghani.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended March 31, 2023, the Company incurred CSR Expenditure of 121.11 lakhs. The CSR initiatives of the Company were initiated under the areas of health & hygiene, community development, education, safe drinking water, sports and vocational training and detailed requirement as per Section 135 of the Companies Act, 2013 have been set out in Annexure D to this report.

The CSR Policy is available on the website of the Companywww.ramaphosphates.com The Corporate Social Responsibility Committee presently consists of the following Directors namely Mr. Brij Lal Khanna - (Chairman of the Committee), Mr. Haresh D. Ramsinghani and Mr. K. Raghuraman.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

There were no loans or guarantees or investments given/made by the Company under Section 186 of the Companies Act, 2013 during the year ended March 31, 2023.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Audit Committee Chairman.

The Whistle Blower Policy has been uploaded on the website of the Company www.ramaphosphates.com

STATUTORY AUDITOR

M/s Khandelwal & Mehta LLP Chartered Accountants (Firm Registration no: W100084) were reN appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 36th Annual General Meeting held on September 28, 2021 to hold office till the conclusion of the 41st Annual General Meeting to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Section 141 of the Companies Act and Rules issued thereunder, from M/s Khandelwal & Mehta LLP They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the financial year ended 31st March, 2023. Further, the report of the Statutory Auditors along with notes to schedules is a part of this Annual Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on recommendation of Audit Committee, have appointed M/s. Arun Agrawal & Co., Cost Accountants (Firm Registration No. 001229) as the Cost Auditors of the Company to conduct the audit of cost records of certain products for the financial year 2023-24. M/s. Arun Agrawal & Co., being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members ratification for the remuneration payable to M/s. Arun Agrawal & Co. is included at Item No. 4 of the Notice convening the 38th Annual General Meeting.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. MKRK & Co, Chartered Accountants, M/s. Pahadiya & Associates, Chartered AccouN ntants, M/s. K.L. Vyas & Co., Chartered Accountants and M/s. Nayati Mundra & Co., Chartered Accountants to conduct Internal Audit for the Plant locations at Pune, Indore, Udaipur and Nimbahera unit respectively of the Company. The scope of work of Internal Auditors includes review of processes, operational efficiency and effectiveness of systems and processes and assessment of adequacy of internal controls and safeguards apart from specific operational areas as per the directions of the Audit Committee. The findings of the Internal Auditor are reviewed by the Audit Committee at each meeting and corrective measures are taken from time to time as per the directions of the Audit Committee.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made thereunder M/s. Jignesh M. Pandya & Co., Practicing Company Secretary (Membership No. ACS 7346/CP No: 7318) have been appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for financial year 2023-24. The report of the Secretarial Auditor for the financial year 2022-23 is enclosed as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered with Related Parties for the year under review were on an arms length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no material Related Party Transactions during the year under review with the Promoters,

Directors or Key Managerial Personnel. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2022-23.

All transactions with related parties were reviewed and approved by the Audit Committee. An Omnibus approval from the Audit Committee was obtained for transactions which are of repetitive nature.

In terms of Regulation 23(9) of the Listing Regulations, the Company submits on the date of publication of financial results, the half yearly disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the company www.ramaphosphates.com

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as Annexure B and forms part of the report.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 and Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company for the financial year ended March 31, 2023 to the date of signing of the Directors Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as Annexure E and forms part of the report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No case was filed under the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunal that would impact the going concern status of the Company and its future operations.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems were adequate and operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that: a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profits of the Company for the financial year ended March 31, 2023; c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors sincerely record their appreciation with gratitude for the continued support and assistance extended to the Company by the Banks and various Government Departments and Agencies and Creditors. The Directors place on record their appreciation for continued support of shareholders of the Company. The Directors also wish to place on record the appreciation to the team of executives, staff and workers, who have shown devotion and efficiency in performing their jobs.

For and on behalf of the Board of Directors

HARESH D. RAMSINGHAN CHAIRMAN & MANAGING DIRECTOR

DIN: 00035416

Place: Mumbai

Date : May 18, 2023