To,
The Members,
Your directors have pleasure in presenting their 23rd Annual
Report on the business and operations of the company together with the Standalone and
Consolidated Audited Statement of Accounts for the year ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS
During the year under review, performance of your company was as under:
(Amount in Lacs)
Particulars |
Standalone |
Consolidated |
|
Year ended 31st
March, 2025 |
Year ended 31st
March, 2024 |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
Revenue from operation and
Other Income |
12,078.76 |
10,444.52 |
12,078.76 |
10,444.52 |
Less: Expenditure |
11,168.94 |
11,495.01 |
11,168.94 |
11,495.01 |
Profit/(Loss) before tax |
909.82 |
(1,050.49) |
888.01 |
(1,052.82) |
Less: Tax Expense |
|
|
|
|
Income tax (current year) |
172.75 |
0.00 |
172.75 |
0.00 |
MAT Credit |
0.00 |
0.00 |
0.00 |
0.00 |
Income tax paid for earlier
years |
0.00 |
0.00 |
0.00 |
0.00 |
Deferred tax |
211.48 |
(285.04) |
211.48 |
(285.04) |
Profit/(Loss) after tax |
525.60 |
(765.45) |
503.78 |
767.78 |
Other Comprehensive Income |
17.30 |
12.84 |
17.30 |
12.84 |
Total Comprehensive Income for
the Year |
542.89 |
(752.61) |
521.08 |
(754.94) |
2. FINANCIAL PERFORMANCE
Standalone Performance:
During the year under review, the company has achieved Turnover of Rs.
12078.76 Lacs as compared to the turnover of the previous year 10,444.52 Lacs. Profit of
the company for the current financial year was Rs. 525.60 lacs as compared to Rs. (765.45)
Lacs in previous year reflecting a significant turnaround in operational.
During the year, the company had Modified Accounting Policy effective
from 01.04,2024: The policy of recognition of SSP Subsidy is now recognized at a point in
time i.e. when control of the goods has transferred to buyer, rather than recognizing it
when goods sold to end user / farmer and bill generated through IMFS System. This change
in accounting policy was made to provide more accurate and timely recognition of revenue
from Subsidy.
In July, 2025, the Company has signed a Business Acquisition
Agreement-cum-Memorandum of Understanding (MoU) with Bharat Phosphate & Chemicals
Private Limited for its acquisition, in one or more tranches, during FY 2025-26. Upon
completion, it will become a wholly-owned subsidiary of Agro Phos (India) Limited.
Consolidated Performance
The audited consolidated financial statements incorporating the duly
audited financial statements of the associate namely Shri Tulsi Phosphate Limited, as
prepared in compliance with the Companies Act, 2013 (the Act'), Listing
Regulations, 2015 and in accordance with the Indian Accounting Standards specified under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015
along with all relevant documents and the Independent Auditors' Report thereon forms
part of this Annual Report.
Pursuant to the provisions of section 129(3) of the Act read with the
Companies (Accounts) Rules, 2014, the statement containing salient features of the
financial statements of the Company's associate for the financial year ended on 31st
March, 2025 in Form AOC-1 (Enclosed herewith as Annexure B" forms part of this Annual
Report.
During the financial year under review, on a consolidated basis, the
Company recorded a total revenue of Rs. 12,078.76 Lakhs as against Rs. 10,444.52 Lakhs in
the previous year. The profit for the year stood at Rs. 503.78 Lakhs as compared to a loss
of Rs. 767.78 Lakhs in the previous year. Consequently, the Earnings per Share
("EPS") improved to Rs. 2.48 as against a negative EPS of Rs. (3.79) in the
previous year.
3. CHANGE IN NATURE OF BUSINESS
During the year, there has not been any change in the nature of the
Business.
4. DIVIDEND
The Board of Directors has recommended a final dividend of Re.l/- per
equity share of face value of Rs.10/- each for the financial year ended March 31,2025
(Previous Year: Nil). The said dividend and deduction of tax at source as required under
the law, if approved by the shareholders at the ensuing Annual General Meeting, will be
paid to those members whose names appear in the Register of Members/Beneficial Owners as
on the Record Date fixed for this purpose. The Company has adopted the Dividend
Distribution Policy and the said policy is available on the website of the Company at
https://www.agrophos.com/company-policies/
5. AMOUNT TRANSFERRED TO RESERVE
The Company has appropriated a profit of Rs. 525.60 lakhs to the Free
Reserve during the year under review.
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.
8. SHARE CAPITAL
a) Authorized Capital
There were no changes have been made in the Authorized Capital of the
company during the financial year 2024-25. The current Authorized Capital of the company
is Rs. 21,00,00,000/- divided into 21000000 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 i.e. is Rs. 20,27,41,150/- divided into 20274115 equity Shares of
Rs. 10 each: that means no further issue or bonus issue was brought by company.
9. HUMAN RESOURCE & INDUSTRIAL RELATIONS
The Industrial relations of the company were harmonious with suppliers,
customer's employees, factory labor, financial leaders, as the company's 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 labor 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.
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 labor-management relations, provide friendly
environment and comfort to company's 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, 2025, 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 31stMarch,
2025.
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. CORPORATE GOVERNANCE REPORT
The Company believes in adopting best practices of corporate
governance. As per Regulation 34 of the SEBI Listing Regulations, a separate section on
corporate governance practices followed by the Company, together with a certificate from
M/s Neelesh Gupta & Co., Practicing Company Secretary, Indore on compliance with
corporate governance norms under the SEBI Listing Regulations, is provided in Corporate
Governance Report which forms part of this Annual Report.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in
Directors:
I. Cessation of Directors:
On 2nd September, 2024, Mr. Tushar Dave has resigned
as an Independent Director due to personal reasons and pre-occupation elsewhere.
On 29th May, 2025, Ms. Shweta Bhamare has resigned as
an Independent Director due to personal reasons and pre-occupation elsewhere.
II. Appointment of Directors
Pursuant to provisions of Companies Act, 2013 ("the Act"), on
the recommendation of Nomination and Remuneration Committee, the Board of Directors at its
meeting held on:
17th August, 2024 appointed Mr. Mahesh Kumar Agarwal
as an Additional Director in the capacity of Independent Director with effect from 17th
August, 2024 upto the 22ndAnnual General Meeting and further regularized his
office in 2 2nd Annual General Meeting.
On 14th August, 2025, Ms. Maya Vishwakarma Agarwal as
an Additional Director in the capacity of Independent Director with effect from 14th
August, 2025 upto the 23rdAnnual General Meeting.
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. 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 Personnel:
The Detailed Information on the directors is provided in the Corporate
Governance Report.
In compliance with the provisions of Sections 149 and 152 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors] Rules, 2014 (including any
statutory modification(s] or re-enactment thereof for the time being in force] and SEBI
(LODR] Regulation 2015, the composition of Board of Directors and Key Managerial Personnel
are as follows:
| DIN/ PAN |
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 |
- |
| 07758751 |
Abhishek Kalekar |
Non-Executive Director |
08/03/2017 |
- |
| 09042779 |
Chandresh Kumar Gupta |
Independent Director |
25/01/2021 |
" |
| 07609432 |
Mahesh Kumar Agarwal |
Independent Director |
17/08/2024 |
- |
| 10447927 |
Maya Vishwakarma |
Additional Independent Director |
14/08/2025 |
|
| 02721299 |
Tushar Dave |
Independent Director |
30/06/2021 |
02/09/2024 |
| 10499418 |
Shweta Bhamare |
Independent Director |
09/02/2024 |
29/05/2025 |
| AGGPG1674C |
Vishnu Kant Gupta |
Chief Financial Officer |
25/01/2021 |
- |
| EJPLS4203M |
Reena Saluja |
Company Secretary & Compliance Officer |
21/09/2023 |
|
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
As on March 31, 2025, the Company does not have any subsidiary or joint
venture. Also our company is not a subsidiary to any other company,
The Company has an associate Company namely Shri Tulsi Phosphate
Limited with the meaning of Section 2(6] of the Companies Act, 2013 ("Act"]
since 11.09.2023 as Company had acquired 2,900,000 equity shares at face value of Rs. 10/-
each of Shri Tulsi Phosphate Limited holding 24.17%.
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements, are available on the website
of the Company www.agrophos.com
Further, Pursuant to the provisions of Section 129 of the Companies
Act, 2013, a statement containing the salient features of financial statements of the
Company's associate in Form AOC-1 forms part of this report (Annexure B).
15. NUMBER OF BOARD MEETINGS
Physically conducted Board Meeting:
During the Financial Year 2024-25, Nine 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 |
30/05/2024 |
6 |
6 |
| 02 |
01/08/2024 |
6 |
5 |
| 03 |
17/08/2024 |
7 |
6 |
| 04 |
03/09/2024 |
6 |
6 |
| 05 |
27/09/2024 |
6 |
6 |
| 06 |
14/11/2024 |
6 |
6 |
| 07 |
17/01/025 |
6 |
5 |
| 08 |
06/02/2025 |
6 |
6 |
| 09 |
07/03/2025 |
6 |
5 |
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 10th
August, 2024 to review the performance of Non-Independent Directors (including the
Chairperson) 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.
16. 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 chairperson as well as members. The Board has
the following statutory committees as per the requirements of the SEBI Listing Regulations
and the Act:
- Audit Committee
- Nomination and Remuneration Committee
- Corporate Social Responsibility Committee
- Stakeholders' Relationship Committee
During the FY 2024-2025, Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committees have been re-constituted on 03rd
September, 2024 as the existing member namely Mr. Tushar Dave has resigned from the post
of Directorship (including Board Committees Membership) on 02nd September,
2024. Therefore, Mr. Mahesh Kumar Agarwal, Non-Executive Non-Independent Director of the
company was appointed member of Committees in Board Meeting held on 03rd
September, 2024.
The Complete details of the committee and its Meeting are given in
corporate governance portion of this Report for FY 2024-2025.
17. 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
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. CODE OF CONDUCT COMPLIANCE
The declaration signed by the Chief Financial Officer affirming
compliance with the Code of Conduct by Directors and Senior Management, for the Financial
Year ended March 31, 2025, is given in Report on Corporate Governance, which forms a part
of this Annual Report.
19. 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 2024-25 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 arm's length basis and
in ordinary course of business of company. Details of the transactions were placed before
audit committee for their review. 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.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has complied with the applicable provisions of Section 186
of the Act during the under review. During the reporting financial year, there stood an
outstanding advance loan given to one Body Corporate. Also, there stood an investment made
by the company in the two body corporates. The complete details on loan, guarantee.
Security or investment, are given in the notes to the Financial Statements.
21. 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 Company's Code of Conduct or ethics policy and the details of the Whistle Blower
Policy has been uploaded on the Company's website http://www.agrophos.com .
However, during the financial year company was not recorded any case of
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy.
22. 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 except the following change:
- With effect from current financial year i.e. FY 2024-2025, the
company has changed its accounting policy of recognizing of SSP Subsidy in respect of sale
of goods. The subsidy is now recognized at a point in time i.e. when control of the goods
has transferred to buyer, rather than recognizing it when goods sold to end user / farmer
and bill generated through IMFS System. This change in accounting polity was made to
provide more accurate and timely recognition of revenue.
- The Company has signed a Business Acquisition
Agreement-cum-Memorandum of Understanding (MoU) with Bharat Phosphate & Chemicals
Private Ltd. for its acquisition, in one or more tranches, during FY 2025-26. Upon
completion, it will become a wholly-owned subsidiary of Agro Phos (India) Limited.
23. 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.
24. 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 Company's 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.
25. 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 were Re-appointed as Statutory auditors 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, our 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.
No fraud has been reported by the Auditor to the Audit Committee or the
Board.
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
appointed M/s. M.P. Turakhia & 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 2024-25. However, the company received Resignation
letter from M/s. M.P. Turakhia & Associates, Cost Accountants (FRN: 000417) pursuant
to their resignation dated 19th August, 2025 citing unavoidable reasons and
expressing their inability to continue as Cost Auditor of the Company for the financial
year 2024-25. Therefore, the Board of Directors of the Company in its board meeting dated
22nd August, 2025 has appointed M/s. Sudeep Saxena & Associates, Cost
Accountants (Registration No.: 100980) as Cost Auditors for the financial year ended March
31, 2025, to fill the casual vacancy caused by the resignation of M/s. M.P. Turakhia &
Associates, Cost Accountants (FRN: 000417) and accordingly, a resolution for seeking
Members ratification for the remuneration payable to the Cost Auditors for the FY 2024-25,
would be placed before the forthcoming 23rd AGM of the Company. The Cost Auditor is
expected to file the cost audit report with Central Government within the specified
period.
Further, the Board in its Board Meeting dated 14th August, 2025 on the
recommendation of the Audit Committee has approved the appointment of M/s. Sudeep Saxena
& Associates, Cost Accountants (FRN: 100980) as Cost Auditors for the financial year
ended March 31, 2026, at a remuneration of Rs. 1,20,000/- (Rupees One Lac Twenty Thousand
only) plus GST as applicable and reimbursement of out-of-pocket expenses in accordance
with the provisions of Section 148 of the Companies Act, 2013 and accordingly, a
resolution for seeking Members ratification for the remuneration payable to the Cost
Auditors for the FY 2024-25, would be placed before the forthcoming 23rd AGM of
the Company.
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 2024-2025, 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 Chairperson 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 Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s Neelesh Gupta & Co., Practicing Company
Secretaries, to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year ended on March 31,2025 is annexed herewith marked as
Annexure-D to this Report.
The Securities and Exchange Board of India (SEBI), through recent
amendments to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has mandated that Secretarial Auditors may be appointed or re-appointed
by the shareholders, based on the recommendation of the Board of Directors, for a maximum
of two terms of five consecutive years each, at the Annual General Meeting. In compliance
with the above requirement, the Board of Directors, upon the recommendation of the Audit
Committee, proposes the appointment of M/s NPG & Co, as the Secretarial Auditor of the
Company for a term of five consecutive financial years, commencing from Financial Year
2025-26 to Financial Year 2029-30, subject to the approval of the members of the Company
in the ensuing Annual General Meeting.
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. 2024-2025 from Secretarial Auditor namely M/s. 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 section 143 (12) of Companies Act, 2013.
26. FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
CSR is not made applicable to the Company pursuant to the profitability
of the company in the previous year. The Company has a Corporate Social Responsibility
Policy as per the requirements of the Act and the same is available on the website of the
Company.
During the year, the CSR Company has made some investment in CSR
Related activities in appropriate activities. Complete Detail about CSR are disclosed in
"Annexure-F to this Report.
28. MANAGERIAL REMUNERATION:
Company has paid total managerial remuneration amounting to Rs. 64.36
Lakhs 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 Directors for attending meeting of Board and committee thereof.
29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
No complaint on sexual harassment was received by the Company during
the Financial Year under review.
30. EMPLOYEE'S 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 is given in "Annexure-G" attached to this Report.
31. 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.
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
Chairperson 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 Chairperson 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. LISTING & DEPOSITORY FEE
The Company has paid Annual Listing Fee for the financial year 2024-25
and 2025-26 to National Stock Exchange of India Ltd. according to the prescribed norms
& regulations.
34. BUSINESS RESPONSIBILITY REPORT
NA
35. ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies
Management and Administration) Rules, 2014, the Annual Return is available on the website
of the Company under Investor Section of company's Website Via: www.agrophos.com
36. SECRETARIAL STANDARDS OF ICSI
The Directors confirm that the Secretarial Standards issued by the
Institute of Companies Secretaries of India, as applicable to the Company, have been duly
complied with.
37. 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 is 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.
38. 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.
39. GREEN INITIATIVES
Electronic copies of the Annual report for the year 2025 and the Notice
of the 23rd Annual General Meeting are sent only to Members whose email
addresses are registered with the Company/ depository participant(s). To support the
Green Initiative", Members who have not registered their email addresses are
requested to register the same with their DPs in case the shares are held by them in
electronics form and with RTA in case the shares are held by them in physical form.
40. 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: 06.09.2025 |
Sd/- |
Sd/- |
| Place: Indore |
RAJ KUMAR GUPTA |
VISHNU KANT GUPTA |
|
MANAGING DIRECTOR |
WHOLE-TIME DIRECTOR |
|
DIN:00244925 |
DIN: 05233476 |