TO THE MEMBERS
INDIAN PHOSPHATE LIMITED
Your Directors are pleased to present 26th Annual Report on
the business and operations of the company and the Audited Accounts (Standalone and
consolidated) for the Financial Year ended March 31,2025.
1. STANDALONE FINANCIAL RESULTS
Your Company's performance during the year as compared with that during
the previous year is summarized below:-
| Particulars |
2024-25 |
2023-24 |
| Turnover |
79909.47 |
70,417.95 |
| Other Income |
136.31 |
207.59 |
| Interest |
390.70 |
467.16 |
| Profit before tax and Depreciation |
1456.10 |
2,044.45 |
| Depreciation |
149.96 |
144.30 |
| Profit/(Loss) before tax |
1306.14 |
1900.15 |
| Less :- Current Income Tax |
321.05 |
455.24 |
| (Add)/Less :- Deferred Income Tax |
18.40 |
39.00 |
| (Add)/Less:- Income tax of earlier year |
49.67 |
58.58 |
| Profit after tax |
917.02 |
1,347.33 |
| Add: Balance as per Last Balance Sheet |
6,287.40 |
6,487.20 |
| Sub- Total |
7,204.42 |
7,834.53 |
| Less: Appropriation |
- |
1,547.13 |
| Adjustment relating to Fixed Assets |
- |
- |
| Transferred to General reserve |
5212.89 |
- |
| Proposed Final Dividend on Equity Shares |
- |
- |
| Tax on Dividend |
- |
- |
| Closing Balance |
12,417.31 |
6,287.40 |
| CONSOLIDATED FINANCIAL RESULTS |
|
|
| Your Company's performance during the year as
compared with that during the previous year is summarized below:- (Rs. In Lacs) |
|
|
| Particulars |
2023-24 |
2022-23 |
| Turnover |
88,402.86 |
71,487.02 |
| Other Income |
181.06 |
265.11 |
| Interest |
705.48 |
531.77 |
| Profit before tax and Depreciation |
1,363.45 |
1,941.35 |
| Depreciation |
305.29 |
163.67 |
| Profit/(Loss) before tax |
1,058.16 |
1,777.68 |
| Less :- Current Income Tax |
321.05 |
455.24 |
| (Add)/Less :- Deferred Income Tax |
(43.54) |
53.65 |
| (Add)/Less:- Income tax of earlier year |
49.67 |
58.58 |
| Profit after tax |
730.98 |
1,210.21 |
| Profit/(loss) attributed to Minority
Shareholders |
(101.47) |
(101.47) |
| Particulars |
2023-24 |
2022-23 |
| Profit/(loss) attributed to Minority
Shareholders |
868.66 |
1,311.68 |
| Add: Balance as per Last Balance Sheet |
6,251.75 |
6,487.20 |
| Sub- Total |
7,120.41 |
7,798.88 |
| Less: Appropriation |
- |
1,547.13 |
| Adjustment relating to Fixed Assets |
- |
- |
| Transferred to General reserve |
5212.89 |
- |
| Proposed Final Dividend on Equity Shares |
- |
- |
| Tax on Dividend |
- |
- |
| Closing Balance |
12,333.30 |
6,251.75 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS'
AFFAIRS:-
o The highlights of the Company's performance are as under:
o During the Financial Year 2024-25, turnover of the Company is Rs.
80045.78 Lacs as compared to the turnover of Rs. 70625.54 Lacs during the year 2023-24;
recorded growth of 13%.
o That during the year 2024-25, the company has recorded an increase of
approx. 40 % in production of Fertilizer division as compared to previous FY.
o The sales of Fertilizer Division for the year 2024-25 has also
recorded quantum jump of approx. 87% as compared to previous FY.
o During the year 2024-25, the production of Chemical division has also
recorded a growth of 15% as compared to previous FY.
o The sales of Chemical division for the year 2024-25 has also recorded
quantum jump of approx. 15% as compared to previous FY.
3. TRANSFER TO RESERVE
Pursuant to provisions of section 134 (3) (j) of the Companies Act,
2013, the Company has not transferred any amount to reserve account during the year under
review.
4. DIVIDEND
For FY 2024-25 in order to augment the company's growth and strengthen
the financial position of the Company, your directors has decided to deploy the profits
for new projects to expand the business.
5. LISTING OF SHARES
Your Company's equity shares are listed at National Stock Exchange SME
platform on 03rd September, 2024. The Company has paid the annual listing fee
for the financial year 2024-25. The Equity Shares of the Company has the electronic
connectivity under ISIN No. INE0DHF01018. To provide service to the Shareholders, the
Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park,
Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai,
Maharashtra 400093 as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA)
of the Company for existing physical based and allied Secretarial Services for its Members
/ Investors and for Electronic Connectivity with NSDL and CDSL.
6. SHARE CAPITAL STRUCTURE OF THE COMPANY
The Authorized Capital of your Company is Rs. 25,00,00,000 (Rupees
Twenty Five Crore) divided into 2,50,00,000 (Two Crore and Fifty Lakh) equity shares of
Rs. 10/- each and the Issued, Subscribed and Paid-up capital of your Company is Rs.
24,98,96,090/- (Rupees Twenty Four crores Ninety Eight Lakh Ninety Six Thousand Ninety)
divided into 2,49,89,609 (Two Crore Forty Nine Lakh Eighty Nine Thousand Six Hundred Nine)
equity shares of Rs. 10/-.
During the year, the Company had issued Shares by way of following
Allotments:
| Type of issue |
Type of Shares |
Number of Shares issued |
Total Amount (in Rs.) |
| Initial Public Offer |
Equity Shares |
6804000 |
673596000 |
The issued, subscribed and Paid-up capital of the company is increased
from Rs. 18,18,56,090/- to Rs. 24,98,96,090/-. Other than this there has been no change in
the Authorized Share Capital, Issued, paid up and Subscribed Capital of the company during
the year.
a. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees:
The Company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial
year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule
8 of the Companies (Share Capital and Debentures) Rules, 2014.
c. Issue of Equity Shares with Differential Voting Rights:
The Company has not issued any equity shares with differential voting
rights during the financial year as per Rule 4(4) of Companies (Share Capital and
Debentures) Rules, 2014.
d. Issue of Employee Stock Option:
The Company has not issued any employee stock option during the
financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.
7. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH
INITIAL PUBLIC OFFER (IPO)
The details proceeds of the Initial Public Offer utilized by the
company upto the year ended as on 31.03.2025 as under:
| Sr. no. Object as disclosed in the Offer
Document |
Original Allocation |
Fund Utilized |
Remarks |
| 1. For Setting up a new manufacturing
facility at SIPCOT Industrial Park Phase-I, Kudikadu Village, Cuddalore District ('C'
District) Plot(s) - Plot No.C-17/A, TamilNadu for manufacturing of Sulphuric Acid, LABSA
90%, and Magnesium Sulphate |
3318.16 |
2442.31 |
Unutilised amount maintained in bank FDs |
| 2. To Meet Working Capital Requirements. |
2,490 |
2490 |
- |
| 3. For General Corporate Purposes |
77.80 |
77.80 |
- |
| 4. To meet Public Issue Expense |
850 |
842.66 |
Unutilised amount maintained in Escrow
account |
| TOTAL |
6735.96 |
5852.77 |
|
8. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS
During the year under review, 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.
9. STRATEGIC INITIATIVES TAKEN TO IMPROVE
PERFORMANCE IN FY 2024-2025 Solar power project
In line with our commitment to reduce carbon footprint through
utilization of green / renewable energy, the Company
has already installed a 750 kWh solar power system at Bikaner for
captive consumption. This initiative has enabled the company to use this renewable energy
while replacing the thermal sourced energy used earlier. This has contributed
significantly in reduction of greenhouse gas emission and thereby contribute towards
sustainability, cleaner and greener environment.
The Company has saved substantial in power cost owing to this lower
renewable energy cost and thereby reduced cost of production and improved profitability.
10. CREDIT RATING
CRISIL has assigned its rating for the long term bank facilities
(fund-based limits) as CRISIL BBB+/STABLE and short term bank facilities (non-fund based
limits) as CRISIL A2. These rating were an upgrade as compared to previous FY. This rating
upgrade reflects the company's strong financial performance and a comfortable financial
risk profile.
11. NEW PROJECTS/CAPACITY EXPANSION/ON GOING
PROJECTS
Chemical plant complex - Cuddalore, Tamil
Nadu
To capitalise the growing market opportunity and market presence in
southern India, the company had acquired a plot at SIPCOT Industrial Park, Cuddalore
District, Tamil Nadu in August 2023 to setup Sulphuric acid plant with an installed
capacity of 200 MT/ day, LABSA 90% with installed capacity of 100 MT/ day & Magnesium
Sulphate with installed capacity of 60 MT/day.
The company is in advance stage to commission chemical plant complex,
to manufacture-
a) Sulphuric Acid - Commercial production has already commenced in July
2025. This plant is a strategic backward integration, ensuring secured supply of Sulphuric
Acid in manufacture of Linear Alkyl Benzene Sulphonic Acid (downstream products).
b) Linear Alkyl Benzene Sulphonic Acid (LABSA 90%).
c) Magnesium Sulphate
12. NEW PRODUCTS LAUNCHED DURING THE YEAR
As per the ministry of chemical and fertilizers drive to increase
domestic production of fertilizers as well as setup new fertilizers capacity, the company
has setup new facility in December 2024 to manufacture Urea - SSP (NPK) under the
company's brand name "Nitrosuper. This new product in the company's product
basket will enable to cater farmer's requirement for complex fertilizer providing
nitrogen, phosphorus, and sulfur in one formulation.
The introduction of our new product "Nitrosuper has been
well received by the farmers and commercial production and supply has been stabilised from
March 2025.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
Your Company has expanded the geographical presence in southern India
by setting up a new manufacturing facility for production of Sulphuric Acid, LABSA 90%,
and Magnesium Sulphate. The Commercial production at the Sulphuric Acid plant has already
been commenced in the Month of July, 2025 at Cuddalore, Tamil Nadu.
14. RECOGNITION
NABL accreditation is obtained for our unit located at Udaipur,
Rajasthan.
15. PARTICULARS OF PERSONNEL AND RELATED
DISCLOSURES
During the year under review, no employee of the Company was in receipt
of remuneration in excess of the limits prescribed under rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
16. DEPOSITS
The Company has not accepted any deposit within the meaning of Section
73 and 74 of the Companies Act, 2013 and rules made there under. As such, no amount of
principal or interest was outstanding as of the Balance Sheet date, nor is there any
deposit in non-compliance of Chapter V of the Companies Act, 2013.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHNAGE EARNINGS & OUTGO
Particulars of Energy, Technology Absorption & Foreign Exchange
Earnings and outgo required under the Companies (Accounts) Rules, 2014.
o Conservation of Energy
Pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, it is
stated that the Company has already invested in renewable energy generation for captive
requirement and thereby company has moved from conventional thermal energy to renewable
energy. This strategic investment has contributed not only in conservation of energy but
also conservation of nature and greener environment. The Company is also exploring avenues
for alternate sources of energy.
o Technology Absorption
The Company has not imported any foreign technology. o Foreign exchange
Earnings and Outgo
During the year there was no earnings and outgo in foreign exchange.
Company has imported raw material as below during the year under review:-
| Particulars |
Current Year |
Previous Year |
|
Import Value |
% of Total Consumption |
Import Value |
% of Total Consumption |
| Raw Material Imported |
- |
- |
677.09 |
1.05% |
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section 3 of section 134 of the Companies
Act, 2013 it is stated that:
In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
The directors had 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 at the end of the
financial year and of the profit and loss of the Company for that year;
The directors had taken proper and sufficient care for the
maintenance of the proper accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
The directors had prepared the annual accounts on a going
concern basis and;
The directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating efficiently.
19. INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has in place adequate internal financial controls which
examines both the design effectiveness and operational effectiveness to ensure reliability
of financial and operational information and all statutory/regulatory compliances. During
the year, such were tested and no reportable material weakness in the design or operations
were observed. It has a comprehensive budgetary control system to monitor revenue and
expenditure against approved budget on an ongoing basis.
Based on the assessment of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
20. ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section
92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 in Draft of Annual Return Form No. MGT-7 will be available on
the website of the Company at www.indianphosphate.com.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
The Audit Committee and the Board of Directors have approved the
Related Party Transactions. The Company has a process in place to periodically review and
monitor Related Party transactions.
All the contracts/arrangements/transactions entered by the company
during the financial year with related parties were in the ordinary course of business and
on arm's length basis the particulars of contracts or arrangements with related parties.
Details of all related party transactions are mentioned in AOC-2 (Annexure - I).
During the year, the Company had not entered into any
contracts/arrangements/transactions with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions. Your Directors draw attention of the members to Note 26.10 to the financial
statement which sets out related party disclosures.
22. AUDITORS Statutory Auditors
M/s K L & Company, Chartered Accountant, were appointed as
Statutory Auditors of the Company to hold office for 5 years from the conclusion of 23rd
Annual General Meeting (AGM) held on 30th September, 2022 till the conclusion
of the 28th Annual General Meeting (AGM) of the Company to be held in the year
2027.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report for the financial year ended 31st March,
2025. Further, the report of the Statutory Auditors along with notes to schedules is a
part of this Annual Report.
Secretarial Auditors
In terms of Section 204 of the Act and Rules made thereunder, M/s.
Mohit Vanawat & Associates, Practicing Company Secretary (Membership No. 11834 &
C.P. no. 16528) had been appointed as Secretarial Auditor of the Company to carry out the
Secretarial Audit for financial year 2024-25. The report of the Secretarial Auditor for
the financial year 2024-25 is enclosed as Annexure II to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation
24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit
Committee approved appointment of M/s. Mohit Vanawat & Associates, Practicing Company
Secretary (Membership No. 11834 & C.P. no. 16528), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of the Company for a period of five (5)
consecutive financial years commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Shareholders of the Company at the ensuing AGM. Appointment of Secretarial
Auditor is included at Item No. 6 of the Notice convening the 26th Annual
General Meeting.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, had been
appointed M/s. M.S. Mehta & Associates, Cost Accountants (M. No.: 9185 & FRN:
100459) as the Cost Auditors of the Company to conduct the audit of cost records of
certain products for the financial year 2024-25.
The Board of Directors on recommendation of Audit Committee, have
appointed M/s. M.S. Mehta & Associates, Cost Accountants (M. No.: 9185 & FRN:
100459) as the Cost Auditors of the Company to conduct the audit of cost records of
certain products for the financial year 2025-26. M/s. M.S. Mehta & Associates, Cost
Accountants (M. No.: 9185 & FRN: 100459) being eligible, have given his consent to act
as the Cost Auditors of the Company for the financial year 2025-26.
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. M.S. Mehta &
Associates, Cost Accountants (M. No.: 9185 & FRN: 100459) is included at Item No. 4 of
the Notice convening the 26th Annual General Meeting.
Internal Auditors
The Board of Directors of the Company have appointed M/s Manish Joshi
& Associates, Chartered accountants (F No. 011631C) to conduct Internal Audit of the
Company for the financial year 2025-26. 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.
23. QUALIFICATION IN THE AUDITORS' REPORT- BOARD'S
COMMENT AND EXPLANATION
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report for the financial year ended 31st March,
2025. Further, the notes on Financial Statement referred to in the Auditor's Report are
self-explanatory.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013, with regard to
Corporate Social Responsibility (CSR) are applicable on the Company. The Company has a
Policy on Corporate Social Responsibility which is approved and adopted by the Board of
Directors of the Company.
During the financial year ended March 31,2025, the Company incurred CSR
Expenditure of Rs. 42 lakhs. The CSR initiatives of the Company were initiated under the
areas of rural educational development, feed to needy people, women empowerment &
health environment programs, old age welfare and help of poor people and detailed
requirement as per Section 135 of the Companies Act, 2013. As required under Section 134
(3) (o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014. the Annual Report on CSR activities, is annexed as
"Annexure - III, which forms part of this Report.
25. DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
The Board of Directors and Key Managerial Personnel consists of
1. Mr. Ravindra Singh (DIN - 01373396), Chairman cum Managing Director
2. Mr. Rohit Paragbhai Parmar (DIN - 07492000), Executive Director and
Chief Financial Officer
3. Mr. Rushil Arora (DIN - 09440272), Executive Director
4. Mr. Devendra Singh (DIN - 02068263), Additional Director
5. Mr. Purushotam Dass Siwal (DIN - 06888573), Independent Director
6. Ms. Rohini Avchar (DIN - 10044420), Independent Director
7. Mr. Shailesh Jain (DIN - 08531336), Independent Director
8. Mr. Hatim Hussain Kankroli Wala (DIN - 10469364), Independent
Director
9. Ms. Khushboo Sharma, Company Secretary & Compliance Officer
Changes in Directors and Key Managerial Personnel (KMP)
Inductions
Mr. Devendra Singh (DIN - 02068263) was appointed as an
Additional Director and effective 12th November, 2024. Directors liable to
retire by rotation
As per the provisions of Articles of Association Mr. Rushil Arora (DIN:
09440272) director of the Company retires by rotation in forthcoming Annual General
Meeting and being eligible to offer re-appointment. The Board recommends his
re-appointment at the ensuring Annual General Meeting of the Company.
Declaration by the Independent 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
Director's 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.
Key Managerial Personnel
Policy for selection of Directors of Directors and determining
Directors independence is uploaded at the website of the Company at
www.indianphosphate.com .
Remuneration Policy for Directors, Key Managerial Personnel and other
employees are also uploaded at the website of the Company at www.indianphosphate.com.
26. BOARD MEETINGS HELD DURING THE YEAR:
During the year under review 11 (Eleven) Board Meetings were convened
and held. The intervening gap between the meeting was within the period prescribed under
the Companies act, 2013.
Details of Board Meetings [Section 134(3)(b)]
| Date of meeting |
Total No. of Directors on the Date of
Meeting |
No. of Directors attended |
% of Attendance |
| 10.04.2024 |
7 |
5 |
71% |
| 15.05.2024 |
7 |
6 |
86% |
| 14.08.2024 |
7 |
7 |
100% |
| 17.08.2024 |
7 |
5 |
71% |
| 18.08.2024 |
7 |
6 |
86% |
| 23.08.2024 |
7 |
6 |
86% |
| 30.08.2024 |
7 |
6 |
86% |
| 02.09.2024 |
7 |
5 |
71% |
| 12.11.2024 |
7 |
6 |
86% |
| 12.02.2025 |
8 |
7 |
88% |
| 22.03.2025 |
8 |
6 |
75% |
18. MAINTENANCE OF COST RECORDS
The Directors of the Company to the best of their knowledge and belief
state that the Company has maintained adequate cost records as required by the Company
under provisions of section 148 of Companies Act.
19. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE
AND GAURANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES
ACT, 2013
During FY 2024-25, Elysian Hotels Private Limited has requested our
Company "Indian Phosphate Limited to provide a Corporate Guarantee of Rs.
101.90 Crore and the same has been accepted by the company. The documents of Corporate
Guarantee were executed dated 05th June, 2024. Apart from that the Company has
not given any loan to any person or other body corporate or given any guarantee or
provided security in connection with a loan to any other body corporate or person or
acquired by way of subscription, purchase or otherwise, the securities of any other body
corporate during the financial year under review.
20. COMMITTEES OF THE BOARD
The board had 3 committees- the Audit Committee, the Stakeholders
Committee, the Nomination and Remuneration Committee.
a) Audit Committee
The Audit Committee has been constituted as per Section 177 of the
Companies Act, 2013 to assist the Board in overseeing the quality and integrity of the
accounting, auditing and reporting policies/practices of the Company and its compliance
with the legal and regulatory requirements. Composition of Audit Committee as on 31st
March, 2025 comprises of the following:-
| Name |
Designation |
Position in Committee |
| Mr. Hatim Hussain Kankroli Wala |
Independent Director |
Chairperson |
| Ms. Rohini Avchar |
Independent Director |
Member |
| Mr. Shailesh Jain |
Independent Director |
Member |
| Mr. Ravindra Singh |
Managing Director |
Member |
| Mr. Rohit Paragbhai Parmar |
Executive Director & CFO |
Member |
During the year, four Meetings of the committee were held on
15.05.2024, 14.08.2024, 12.11.2024, 22.03.2025. All the meetings were attended by all the
members.
b) Nomination, Remuneration & Evaluation
Committee:
The Nomination & Remuneration Committee has been constituted as per
Section 178 of the Companies Act, 2013 for appointment, remuneration & evaluation of
the Directors, Key Management Personnel & Senior Management Personnel. Composition of
nomination and remuneration Committee as on 31st March, 2025 comprises of the
following:-
| Sr. No. Name |
Designation |
Position in Committee |
| 1. Mr. Shailesh Jain |
Independent Director |
Chairperson |
| 2. Mr. Hatim Hussain Kankroli Wala |
Independent Director |
Member |
| 3. Ms. Rohini Avchar |
Independent Director |
Member |
| 4. Mr. Ravindra Singh |
Managing Director |
Member |
During the year, on meeting of "Nomination and Remuneration
Committee was held on 14.08.2024 & 12.11.2024. All the meetings were attended by
all the members.
c) Stakeholder Committee:
In pursuant to provisions of section 178 of the Companies Act, 2013,
the Board of Directors approved Stakeholders Committee. Composition of Stakeholders
Committee as on 31st March, 2025: -
| Sr. No. Name |
Designation |
Position in Committee |
| 1. Ms. Rohini Avchar |
Independent Director |
Chairperson |
| 2. Mr. Purushotam Dass Siwal |
Independent Director |
Member |
| 3. Mr. Shailesh Jain |
Independent Director |
Member |
| 4. Mr. Rohit Paragbhai Parmar |
Executive Director & CFO |
Member |
During the year, on meeting of "Stakeholder Committee was
held on 01.11.2024. All the meetings were attended by all the members.
21. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
COMPANIES
The Company act as holding company to its subsidiary Company named
Adhishaa Phosphate Limited (Formerly known as Udaipur Poly Sacks Limited) holding 26%
shareholding and management control subject to section 2(87)(i) and (ii) of the Companies
Act 2013, control on composition of Board of Directors by virtue of execution of agreement
dated 13th February, 2024 to exercise or controls more than one half of total
Voting Rights, operations of any person, firm, body corporate, any associated Company,
association, undertaking carrying, on any business which this Company is authorized to
carry on.
22. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
Issue of equity share with differential rights as to divided,
voting or otherwise.
Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.
No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company's operations in
future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
23. RISK MANAGEMENT
Risk mitigation continues to be a key area of concern for the Company,
which has regularly invested in insuring itself against unforeseen risks. The Company's
stocks and insurable assets like Plant and machinery, building, furniture & fixtures,
vehicles etc have been adequately insured against major risks.
The Board of directors of the Company has also formulated Risk
Management Policy in place in accordance with the Act. The aim of risk management policy
is to maximize opportunities in all activities and to minimize adversity. The policy
includes identifying types of risks and its assessment, risk handling, monitoring and
reporting, which in the opinion of the Board may threaten the existence of the Company.
In the opinion of the Board, following are risks involved in the
industry:
a. High Interest rate.
b. Significant volatility in prices of raw materials.
c. Increase in Competition.
d. Factors affecting demand of fertilizers (E.g. monsoon, crop pattern,
government fertilizer policies).
e. Stringent regulatory framework.
24. OTHER DISCLOSURES UNDER COMPANIES ACT, 2013
Vigil Mechanism/Whistle Blowing Policy:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Company had adopted 'Whistle Blower Policy' for Directors and employees. A mechanism has
been established for employees to report concerns about unethical behaviour, 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 Board of Directors in exceptional cases. The Board will periodically
review the functioning of Whistle Blower Mechanism. During the Financial Year under
review, no whistle blower event was reported and mechanism functioning well. No personnel
have been denied access to the Chairperson of Audit Committee. The policy is available on
the website of the company at https://indianphosphate.com/policies/.
In pursuance to the Section 177 (9) of Companies Act, 2013, the Company
has placed vigil mechanism and whistle blowing policy for Directors and the employees of
the Company uploaded at the website of the Company at www. indianphosphate.com.
Particulars of Employees Analysis of Remuneration:
Particulars of employees and analysis of remuneration as required under
section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies
Human Resource Development:
Industrial relation continued to be cordial during the period under
review. Your Company firmly believes that a dedicated work force constitutes the primary
source of sustainable competitive advantage. Accordingly, the human resource development
received focused attention. Your Directors ensures to place on record their appreciation
for the dedicated services rendered by the work force during the year under review.
Prevention of Sexual Harassment at
Workplace
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act)
and Rules made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women at workplace. The Company has
constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising
under the POSH Act. Training/ awareness programs are conducted throughout the year to
create sensitivity towards ensuring respectable workplace.
Miscellaneous Disclosures:
The Company has qualified and professional employees and therefore the
Disclosure under the sexual harassment of Woman at workplace (Prevention, prohibition and
redressal) Act, 2013 is already in place.
25. DETAILS OF APPLICATION MADE OR PROCEEDING
PENDING UNDER INSOLVENCY AND BANKCRUPTCY CODE 2016
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code
2016.
26. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT
ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL
INSTITUTIONS
During the year under review, there has been no one-time settlement of
loans taken from bank and financial institution.
27. ACKNOWLEDGEMENT
Directors wish to express their grateful appreciation for assistance
and co-operation received from various departments of Central & State Government and
Banks during the year under review. Your Directors also wish to place on record their
appreciation for the committed services of all the customers, vendor and associates of the
Company.
|
By order of Board of Directors
For Indian Phosphate Limited |
|
Sd/- |
Sd/- |
|
Ravindra Singh |
Rushil Arora |
| Place: Udaipur |
Managing Director |
Director |
| Date: 01st September, 2025 |
DIN: 01373396 |
DIN: 09440272 |