Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Basant Agro Tech (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 35^th Annual Report of the Company together with the audited statements of account for the financial year ended March 31,2025.

1.	FINANCIAL RESULTS		(Rs. In lakhs)
		2024-25	\| 2023-24
	Sales	46274.04	40475.17
	Other Income	76.28	223.60
	Total Income	46350.32	40698.77
	Profit before interest & depreciation, exceptional items and Tax	2848.50	2700.51
	Less: Financial Expenses	1378.47	1491.70
	Less:- Depreciation	763.82	716.93
	Profit before tax	706.20	491.88
	Tax expense (net)	289.61	96 16
	Profit after tax	416.59	395 72
	Other Comprehensive Income	(0.33)	(1.88)
	Total Comprehensive Income for the period	416.28	393 84
	Earning Per Share (face value of Rs. 1/- each)	0.46	0 43

2. Performance of the Company

The financial year 2024-25 began under challenging conditions, marked by a below-normal monsoon, resulting in lower reservoir levels. Additionally, a sharp downward revision in subsidy rates adversely impacted market valuations and led to elevated channel inventories. These factors continued to affect business performance during the first quarter of the year.

However, from the second quarter onward, the agricultural environment in India improved significantly, supported by an âabove-normalâ monsoon and increased reservoir levels. This led to a rise in demand for fertilisers, enabling a gradual recovery in the Companyâs performance. A more positive policy stance by the Government, along with a marginal increase in subsidy rates, has also contributed to improving profitability compared to the previous year.

The Companyâs total turnover increased from Rs. 408.89 crore in the previous year to Rs. 469.69 crore in FY 2024-25.

â¢ The Fertilisers Division reported a turnover of Rs. 269.24 crore, up from Rs. 223.84 crore, driven by favorable monsoon conditions and continued trust in the Companyâs brand.

â¢ The Seed Division also performed well, with turnover rising from Rs. 137.49 crore to Rs. 146.90 crore, reflecting strong demand for our research-based seeds, which have been well-accepted by farmers.

â¢ Additionally, our new business segments, including LABSA, Pipes, and Warehousing, contributed positively, with turnover increasing from Rs. 47.56 crore to Rs. 53.55 crore.

The overall improved performance during the year has helped place the Company back on the growth trajectory seen in previous years. The slight increase in government subsidies during FY 2024-25 supported the Company in registering a marginal profit.

Outlook for FY 2025-26

India continues to experience a favorable agricultural environment, with the above-normal monsoon and improved water storage in reservoirs leading to increased crop sowings.

â¢ While the price of raw materials like rock phosphate has declined, the increase in sulphuric acid prices may have a balancing impact on input costs.

â¢ Continuous government support through Nutrient-Based Subsidy (NBS), Single Super Phosphate (SSP) subsidies, and freight subsidies remains critical.

â¢ The upward revision in subsidies by the Government of India â by '' 2,142/- per MT, effective April 2025 â is expected to significantly enhance profitability and strengthen performance in FY 2025-26.

Given this optimistic outlook, the Company remains confident in its ability to surpass its previous financial benchmarks and deliver sustained growth in the upcoming year.

3. DIVIDEND :

The Board of Directors are pleased to recommend the dividend of Rs. 0.05 per share (5%) for the year 2024-25 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous Year 5%) which shall absorb Rs. 45.31 lakhs (Previous Year Rs. 45.31 lakhs).

4. CAPITAL EXPENDITURE INCURRED :

The Company had incurred Rs. 375.16 lakhs as the capital expenditure during the year under review (Previous Year Rs.450.21 lakhs).

6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS:

Pursuant to the provisions of sub section (6) of section 152 the Companies Act, 2013 Shri. Deepak Bhartia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of Shri. Deepak Bhartia has been provided in the corporate Governance Report forming part of this report. There have not been any changes in the Directors and KMP during the year.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company

Shri. Shashikant C. Bhartia- Chairman & Managing Director Shri. Deepak C. Bhartia- Managing Director Shri. Ashwin N. Bhartia- Executive Director Shri. Narendra Pathak- Chief Financial Officer Shri. Prasad Todankar- Company Secretary Independent Directorsâ Declaration

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

8. SHARE CAPITAL:

There have not been any changes in the share capital of the Company during the year.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid and update their bank A/c and Email ID with the respective depository Participant.

9. INVESTORS EDUCATION & PROTECTION FUND

Dividend which was declared by the Company for the year ended March 31, 2018 at the Annual General Meeting held on 28^th September, 2018 and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government on November, 2025 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March 31,2018 from the shareholders.

10. COST AUDITORS

Pursuant to section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its fertilizers business are required to be audited. Mr. Jayant Galande the Cost Accountants carried out the cost audit of fertilizers business during the year. The Board of Directors has also been appointed Mr. Jayant Galande, Cost Accountant as Cost Auditors for the financial year 2025-26 and he has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a resolution seeking Members approval for the remuneration payable to Mr. Jayant Galande, Cost Auditors is included in the Notice convening the AGM.

10. INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial control system commensurate with the size and scale of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31,2025 and are operating effectively. Statutory and internal Auditors evaluate the efficiency and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs assets, prevention and detention of frauds and errors and timely preparation of reliable financial information etc and internal financial control system is being upgraded as per their recommendation.

11. COMPANYâS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE AND REMUNERATION :

The Company has a Nomination and Remuneration Committee (NRC) and the Composition of Committee and the Scope of the Committee are set out in the Corporate Governance Report forming part of this Annual Report.

The Companyâs Policy for selection and appointment of Directors and their remuneration is based on its NRC policy which, inter alia, deals with the manner of selection of the Board of Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.

The shareholders may refer the Companyâs website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, independence of Director and other matters provided under sub-section (3) of section 178.

12. AUDITORSâ REPORT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force. The Auditorsâ Report for the financial year ended 31st March, 2025, does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDIT :

M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary carried out Secretarial Audit for the Financial Year 2024- 25 and their report is annexed herewith as Annexure - C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has re- appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary as Secretarial Auditors to conduct the secretarial audit for a term of Five (5) consecutive years, to hold office from the conclusion of this Annual General Meeting (âAGMâ) till the conclusion of 40th AGM of the Company to be held in the Year 2030, at a remuneration to be fixed by the Board of Directors of the Company.

14. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9, is annexed herewith as Annexure D

15. PUBLIC DEPOSIT :

During the year the Company has not accepted any deposit within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 (including any statutory modification (s) or re-enactment(s) for the time being in force).

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The CSR expenditure incurred by the company during the financial year 2024-25 was Rs.30.83 lakhs (Previous Year 33.25 lakhs) which was higher than the statutory requirement of 2% of the average profit for the last three years. In accordance to provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this report as Annexure- A.

The CSR policy of the company mainly focuses on the welfare & sustainable growth and development of the weaker section of the Society which is in line with the companyâs age-old policy of providing necessary financial support for the upliftment of the poor people as well as welfare of the physically handicapped and deaf and blind citizens. The CSR policy of the Company has emphasis on undertaking the various activities in rural area like Rural development, promoting education, providing healthcare and building the community centres, the details of which are available on the Companyâs website.

17. DIRECTORSâ RESPONSIBILITY STATEMENT :

Pursuant to section 134 of the Companies Act, 2013 with respect Directorsâ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards had been followed and there is no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31st March, 2025 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate 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,

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETING OF BOARD:

Ten meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report.

19. RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transaction (RPT) which is available on Companyâs website. All contracts / transactions as specified in Section 188 of the Act entered by the Company with related parties during the financial year were in the ordinary course of business and on an armâs length basis with necessary prior approval of members & audit committee. The Note No. 33 to Financial Statements sets out related party disclosures.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on armsâ length basis, Form AOC-2 is not applicable to the Company.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to maintain a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 (âPOSH Actâ). The details of which are available on the Companyâs website.

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 âWhistle Blower Policyâ for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Companyâs website.

20. CORPORATE GOVERNANCE:

Pursuant to clause 34 of the listing agreement with the BSE Ltd a separate section titled âReport on Corporate Governanceâ is being published as a part of this Annual Report along with the certificate of the auditors confirming the compliance of conditions of the corporate governance. Various disclosure as required under section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transaction, extract of Annual return, constitution of various Board level committees, CSR policy and initiative taken during the year, remuneration of the managerial personnel, secretarial audit report etc.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis forms an integral part of this report has been separately furnished in Annual Report. The Management Discussion and Analysis gives details of organization, overall industrial economic overview, current and future outlook, strength and weakness, cautionary statement.

22 RISK MANAGEMENT POLICY :

The Company has got the risk management policy which is in line with applicable laws and which aims at identifying, assessing and mitigating the various risks which are inherent in the business of the Company. The risk management policy helps in enhancing the business values of the Company with code of conduct, adequate quality checks and internal controls. The risk management policy has been developed and implemented by operative teams at various levels of management.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

During the year company has made an investment in accordance with the provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. During the year Company has not given loans and provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) of Companies (Appointment and remuneration of Managerial personnel) Rules 2014.

The ratio of remuneration of each director to the median employeeâs remuneration and other details in accordance with sub-section 12 of the Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as Annexure - E.

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Account) Rules, 2014, is set out herewith as Annexure - B.

26. ACKNOWLEDGEMENTS :

Your Directors would like to express their appreciation for the support and co-operation received from financial institutions, companyâs bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

Mar 31, 2024

Your Directors have pleasure in presenting the 34^th Annual Report of the Company together with the audited statements of account for the financial year ended March 31,2024.

1. FINANCIAL RESULTS		(Rs. In lakhs)
	2023-24	\| 2022-23
Sales	40475.17	54926.03
Other Income	223.60	93.29
Total Income	40698.77	55019.32
Profit before interest & depreciation, exceptional items and Tax	2700.51	3685.86
Less: Financial Expenses	1491.70	1062.39
Less:- Depreciation	716.93	635.15
Profit before tax	491.88	1988.32
Tax expense (net)	96.16	149.83
Profit after tax	395.72	1838.49
Other Comprehensive Income	(1.88)	(1.16)
Total Comprehensive Income for the period	393.84	1837.33
Earning Per Share (face value of Rs. 1/- each)	0.43	2.03

2. Performance of the Company

The financial year 2023-24 presented significant challenges for the SSP industry, pushing many companies to the brink of survival. The monsoon was notably well below the normal expected levels of rainfall for the first time in four years, resulting in lower reservoir levels. Additionally, a drastic downward revision in subsidy rates adversely impacted market valuations and led to high channel inventories. The company faced substantial losses due to high-cost inventories and reduced subsidies, as it was unable to fully pass these increased costs onto farmers due to prevailing market dynamics.

Despite these difficulties, the company not only survived but also admirably managed to achieve a marginal profit with a turnover of ''404.75 Cr, down from ''549.26 Cr the previous year. The fertilizer division was particularly hard-hit, with its turnover dropping from ''324.57 Cr to ''223.84 Cr due to the combination of higher inventory costs and reduced subsidies. This division could not pass on the entire cost increase to customers, leading to significant losses.

The seeds division also suffered due to the below-normal monsoon, with its turnover decreasing from ''150.20 Cr to ''137.49 Cr.

However, the companyâs diversified business model played a crucial role and helped with marginal profitability. The LABSA, new Pipe division, and warehouses contributed positively, even though these divisions were also affected by the adverse conditions in the agro sector.

Despite the challenging environment, we are proud to have registered a turnover of over ''400 Cr with a marginal profit. As compared to several of our peers our turnover has dropped by a lesser percentage and we are among the few who have posted a profit. Strategic measures such as improved raw material purchasing policies, cost-cutting exercises, and enhanced operational efficiency have been pivotal in achieving this outcome.

Encouragingly, a slight correction in subsidies in the last quarter of 2023-24 has provided a more optimistic outlook for the coming year. With favorable monsoon forecasts and anticipated government initiatives, including potential freight subsidy schemes and further corrections in SSP fertilizer subsidies, we are hopeful for a more robust performance in the future.

3. DIVIDEND :

The Board of Directors are pleased to recommend the dividend of Rs. 0.05 per share (5%) for the year 2023-24 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous Year 8%) which shall absorb Rs. 45.31 lakhs (Previous Year Rs. 72.50 lakhs).

4. CAPITAL EXPENDITURE INCURRED :

The Company had incurred Rs. 450.21 lakhs as the capital expenditure during the year under review (Previous Year Rs.2141.97 lakhs).

6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS:

Pursuant to Section 152 of the Companies Act, 2013, the following Independent Directors have completed their second and final term and, consequently, ceased to be Independent Directors of the Company with effect from 31.03.2024:

1. Mr. Sharad Sawant (DIN No. 00151604)

2. Mr. Rajendra Tayade (DIN No. 01621325)

3. Mr. Rameshwar Kabra (DIN No. 07944586)

4. Mrs. Madhu Khandelwal (DIN No. 00666487)

Further, in accordance with Section 152 of the Companies Act, 2013, and upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on February 12, 2024, has appointed the following retired Independent Directors as Executive Directors of the Company with effect from 31.03.2024:

1. Mr. Rajendra Tayade (DIN No. 01621325)

2. Mr. Rameshwar Kabra (DIN No. 07944586)

Additionally, as per Section 152 of the Companies Act, 2013, and following the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on February 12, 2024, and with shareholder approval through a postal ballot process, has appointed the following individuals as Independent Directors of the Company: with effect from 12.02.2024

1. Mr. Upendra Somani (DIN No. 00152735)

2. Mr. Pramod Vaishnav (DIN No. 10469468)

3. Mr. Mahesh Khandelwal (DIN No. 10469986)

4. Mr. Murlidhar Ganeshpure (DIN No. 10471870)

5. Mrs. Sonal Shrawagi (DIN No. 10483506)

Furthermore, in accordance with subsection (6) of Section 152 of the Companies Act, 2013, Mr. Ashwin Bhartia (DIN No. 00152974) is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. A brief resume of Mr. Ashwin Bhartia is provided in the Corporate Governance Report, which forms part of this report.

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company;

1. Mr. Shashikant C. Bhartia- Chairman & Managing Director

2. Mr. Deepak C. Bhartia- Managing Director

3. Mr. Ashwin N. Bhartia- Executive Director

4. Mr. Narendra Pathak- Chief Financial Officer

5. Mr. Prasad Todankar- Company Secretary Independent Directorsâ Declaration

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

8. SHARE CAPITAL:

There have not been any changes in the share capital of the Company during the year.

DEMATERIALISATION OF SHARES

9. INVESTORS EDUCATION & PROTECTION FUND

Dividend which was declared by the Company for the year ended March 31, 2017 at the Annual General Meeting held on 23^rd September, 2017 and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government on November, 2024 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March 31,2017 from the shareholders.

10. COST AUDITORS

Pursuant to section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its fertilizers business are required to be audited. Mr. Jayant Galande the Cost Accountants carried out the cost audit of fertilizers business during the year. The Board of Directors has also been appointed Mr. Jayant Galande, Cost Accountant as Cost Auditors for the financial year 2024-25 and he has confirmed that his appointment is within the prescribed limits. As required by the provisions of the Act, a resolution seeking Members approval for the remuneration payable to Mr. Jayant Galande, Cost Auditors is included in the Notice convening the AGM.

10. INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial control system commensurate with the size and scale of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31,2024 and are operating effectively. Statutory and internal Auditors evaluate the efficiency and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs assets, prevention and detention of frauds and errors and timely preparation of reliable financial information etc and internal financial control system is being upgraded as per their recommendation.

11. COMPANYâS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE AND REMUNERATION :

12. AUDITORSâ REPORT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force. The Auditorsâ Report for the financial year ended 31st March, 2024, does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDIT :

M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary carried out Secretarial Audit for the Financial Year 2023- 24 and their report is annexed herewith as Annexure - C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9, is annexed herewith as Annexure D

15. PUBLIC DEPOSIT :

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The CSR expenditure incurred by the company during the financial year 2023-24 was Rs.33.25 lakhs (Previous Year 24.09 lakhs) which was higher than the statutory requirement of 2% of the average profit for the last three years. In accordance to provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this report as Annexure- A.

17. DIRECTORSâ RESPONSIBILITY STATEMENT :

Pursuant to section 134 of the Companies Act, 2013 with respect Directorsâ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed and there is no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31st March, 2024 and of the profit and loss of the company for that period;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETING OF BOARD:

Ten meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report.

19. RELATED PARTY TRANSACTIONS:

Since all related party transactions entered into by the Company were in the ordinary course of business and were on armsâ length basis, Form AOC-2 is not applicable to the Company.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

20. CORPORATE GOVERNANCE:

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

22 RISK MANAGEMENT POLICY :

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 :

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO :

26. ACKNOWLEDGEMENTS :

Mar 31, 2023

The Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the audited statements of account for the financial year ended March 31,2023.

1. FINANCIAL RESULTS (Rs. In lakhs)
		2022-23	2021-22
	Sales	54926.03	44815.63
	Other Income	93.29	17.84
	Total Income	55019.32	44833.47
	Profit before interest & depreciation, exceptional items and Tax	3685.86	3051.15
	Less: Financial Expenses	1062.39	596.69
	Less:- Depreciation	635.15	518.81
	Profit before tax	1988.32	1935.65
	Tax expense (net)	149.83	36.28
	Profit after tax	1838.49	1899.37
	Other Comprehensive Income	(1.16)	(1.04)
	Total Comprehensive Income for the period	1837.33	1898.33
	Earning Per Share (face value of Rs. 1/- each)	2.02	2.09

2. Performance of the Company

Every year, the company continues to enhance its performance, consistently surpassing its previous records, even in the face of challenging environments and difficult periods. In the fiscal year 2022-23, the Company achieved remarkable milestones. The companyâs performance was exceptional, as evidenced by a significant increase in its operational revenue, reaching a new pinnacle of Rs. 549.26 Cr.

The fertilizer division, in particular, exhibited outstanding performance, with operational revenue hitting a record high of Rs. 314.03 Cr. The seed division also excelled, achieving a new high of Rs. 150.12Cr. The exceptional performance of the fertilizer division was especially noteworthy in light of the challenging conditions in the 2022-23 fiscal year. Steep increases in commodity prices, particularly Rock Phosphate and sulfur, which are essential raw materials for SSP fertilizer production, posed unprecedented challenges. Additionally, the governmentâs decision to cap subsidy rates within the Nutrient-Based Subsidy Policy for the year further pushed up SSP fertilizer prices, making it less competitive compared to other phosphatic fertilizers benefiting from full subsidy rates.

Throughout the financial year, the seed division expanded its presence in other states, aligning with the companyâs strategy of achieving more than 50% of sales from non-soyabean sources and from regions outside Maharashtra. The research division introduced a new soyabean variety called âOmkarâ in Maharashtra, which received widespread acceptance among farmers.

The companyâs diversification efforts have contributed to increased turnover while maintaining profitability. Even during this challenging period, the companyâs prudent cost management and sound raw material procurement policies ensured the preservation of profit margins, despite increased working capital requirements.

In the fiscal year 2022-23, the company strategically increased the production capacity of LABSA, doubling its production and sales compared to the previous year. The demand for cold storage facilities has also risen, leading to ongoing expansion efforts in our cold storage units. These units remain committed to adopting innovative technologies to provide effective and efficient services to our customers.

The company successfully launched a pipe manufacturing plant in Akola, Maharashtra, catering to the demands of drip irrigation, sprinkler systems, and HDPE portable water pipes. This expansion aligns naturally with meeting the growing rural demand, and we anticipate that this product line will continue to make a significant contribution to our companyâs turnover in the coming years.

Looking ahead to the fiscal year 2023-24, the long-range monsoon forecast predicts below-normal rainfall, and the fertilizer industry anticipates a correction in rock phosphate prices, which would be beneficial for the sector. It is expected that these upcoming years will continue to present challenges for the SSP fertilizer industry

3. DIVIDEND :

The Board of Directors are pleased to recommend the dividend of Rs. 0.08 per share (8%) for the year 2022-23 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous Year 8%) which shall absorb Rs. 72.50 lakhs (Previous Year Rs. 72.50 lakhs).

4. CAPITAL EXPENDITURE INCURRED :

The Company had incurred Rs. 2141.97 lakhs as the capital expenditure during the year under review (Previous Year Rs.1124.36 lakhs).

6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS:

Pursuant to provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

8. SHARE CAPITAL:

There have not been any changes in the share capital of the Company during the year.

DEMATERIALISATION OF SHARES

9. INVESTORS EDUCATION & PROTECTION FUND

Dividend which was declared by the Company for the year ended March 31, 2016 at the Annual General Meeting held on 24^th September, 2016 and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government on November, 2023 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March 31,2016 from the shareholders.

10. COST AUDITORS

Pursuant to provision of section 148 of the Act, and other applicable provisions of the Companies Act, 2013 read with the Rules , 14 of Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force, the members of the Company by way of postal ballot trough remote e-voting process dated June 23, 2023 Mr. Jayant B. Galande, (Firm Registration 100099) Cost accountant appointed as Cost Auditors of the Company to fill the casual vacancy caused by the death of Mr. T.M. Rathi, the existing cost auditors of the company.

The cost audit records maintained by the Company in respect of its fertilizers business are required to be audited. Mr. Jayant B. Galande the Cost Accountants carried out the cost audit of fertilizers business during the year. The Board of Directors has also been appointed Mr. Jayant B. Galande, Cost Accountant as Cost Auditors for the financial year 202324 and he have confirmed that his appointment is within the prescribed limits. As require by the provisions of the Act, a resolution seeking Members approval for the remuneration payable to Mr. Jayant B. Galande, Cost Auditors is included in the Notice convening the AGM.

10. INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial control system commensurate with the size and scale of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31,2023 and are operating effectively. Statutory and internal Auditors evaluate the efficiency and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs assets, prevention and detention of frauds and errors and timely preparation of reliable financial information etc and internal financial control system is being upgraded as per their recommendation.

11. COMPANYâS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE AND REMUNERATION :

12. AUDITORSâ REPORT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force. The Auditorsâ Report for the financial year ended 31st March, 2023, does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDIT :

M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary carried out Secretarial Audit for the Financial Year 2022- 23 and their report is annexed herewith as Annexure - C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9, is annexed herewith as Annexure D

15. PUBLIC DEPOSIT :

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The CSR expenditure incurred by the company during the financial year 2022-23 was Rs.24.09 lakhs (Previous Year 24.88 lakhs) which was higher than the statutory requirement of 2% of the average profit for the last three years. In accordance to provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this report as Annexure- A.

17. DIRECTORSâ RESPONSIBILITY STATEMENT :

Pursuant to section 134 of the Companies Act, 2013 with respect Directorsâ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed and there is no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31st March, 2023 and of the profit and loss of the company for that period;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETING OF BOARD:

Nine meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report.

19. RELATED PARTY TRANSACTIONS:

Since all related party transactions entered into by the Company were in the ordinary course of business and were on armsâ length basis, Form AOC-2 is not applicable to the Company.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

20. CORPORATE GOVERNANCE:

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

22 RISK MANAGEMENT POLICY :

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

During the year company has not made any investment, given loans and provides guarantees in pursuant to provision of section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 :

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO :

26. ACKNOWLEDGEMENTS :

Mar 31, 2018

Dear members,

The Directors have pleasure in presenting the 28th Annual Report of the Company together with the audited statements of account for the financial year ended March 31, 2018.

(Rs. in lakhs)

1. FINANCIAL RESULTS :	2017-18	2016-17
Sales	26022.68	29527.24
Other Income	52.56	59.81
Total Income	26075.24	29587.05
Profit before interest & depreciation, exceptional items and Tax	2225.47	2165.44
Less: Financial expenses	1072.92	1089.97
Less: Depreciation	475.34	462.90
Profit before tax	677.21	612.57
Tax expense (net)	(69.36)	(61.66)
Profit after tax	607.85	550.91
Transfer to General Reserve	0	0
Earning Per Share (face value of Rs. 1/- each)	0.67	0.61

2. Corporate Overview and the state of Companyâs affairs

The year 2017-18 continued to be a challenging period. During the financial year 2017-18 the Company has kept more focus on cost cutting measures and as result of this company able to increase its profitability from Rs.612.57 lakhs (Previous Year) to Rs.677.21 lakhs even though the turnover of the Company has reduced from Rs.295.87 Cr to Rs.260.75 Cr. The Seed division continued its steady growth and managed to contribute 48.46% of the total turnover of the Company.

The performance of the Agro industries for the financial year 2017-18 continued to be sluggish as some regions like Karnataka, Madhya Pradesh faced a drought condition. During the year, continuing impact of demonetization and implementation of GST had a major impact by way of slowdown in India agriculture sector. Keeping in mind the huge dependence of the agriculture sector on cash, the farmers especially small and marginal among them, were adversely affected. The recoveries from the market have been extremely slow.

Further a transition to partial Direct Benefits Transfer system for the Fertilizers industry slowed down trade due to uncertainty. The Government of India has modified the procedure for release of fertilizer subsidy and partial DBT whereby a POS (Point of Sale) device has been distributed to the traders. Under the new procedure the subsidy will continued to be paid to the industry instead of the farmer but only after sale of fertilizer to the farmer through the POS device. The system is under implementation and is being stabilized. The new system is likely increase the working capital cycle for the Industry. Earlier the SSP industry was claiming subsidy from Government immediately on first point sale to dealer, however, now the we will be eligible for subsidy only on last point sale from retailer to farmer.

In the current year 2018-19, the long range forecast of monsoons is normal and we expect to perform better this year.

There has not been any material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which Financial Statements relate and the date of this report. There have not been any changes in the Nature of Business of the Company during the year.

There have not been any changes in the Share capital of the Company during the year.

3. DIVIDEND :

The Board of Directors are pleased to recommend the dividend of Rs.0.05 per share (5%) for the year 2017-18 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous Year 5%) which shall absorb Rs.45.31 lakhs (Previous Year Rs.45.31 lakhs).

4. CAPITAL EXPENDITURE INCURRED :

The Company had incurred Rs.282.73 lakhs as the capital expenditure during the year under review (Previous Year Rs.424.94 lakhs).

6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS :

Re-appointment :

Pursuant to the provisions of sub section (6) of section 152 the Companies Act, 2013 Shri. Ashwin Bhartia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, based on the recommendations of Nomination and Remuneration Committee, the Board of Directors reappointed Shri. Shashikant Bhartia as a Chairman & Managing Director, Shri. Deepak Bhartia as a Managing Director and Shri. Ashwin Bhartia as a Executive Director of the Company for period of five years effective from 28th January, 2018 to 27th January, 2023.The re-appointment is subject to the approval of the members of the company at ensuing Annual General Meeting of the Company. The Board seeks your support and hopes you will enthusiastically vote in confirming the re-appointment of Shri. Shashikant Bhartia, Shri. Deepak Bhartia and Shri. Ashwin Bhartia.

The term of office of Shri. Rameshwar Kabra, Shri. R.S. Tayade and Shri. S.W. Sawant as an Independent Director, will expired on March 31, 2019 and Smt. M.M. Khandelwal as an Independent Director, will expired on 21st July, 2019. Board of Directors, on recommendation of Nomination and Remuneration Committee has recommended re-appointment of Shri. Rameshwar Kabra, Shri. R.S. Tayade and Shri. S.W. Sawant and Smt M.M. Khandelwal as an Independent Directors of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

Cessation :

During the year, Dr. B.G. Bathkal the Independent director of the Company has expired on 15.06.2017. The Board of Directors had conveyed heart-felt condolences to the bereaved family, on behalf of the Company. The Board placed on record the invaluable contributions of Dr. B.G Bathkal towards the progress of the Company. The Board of Directors observed two minutes silence as a mark of respect to the departed soul and wished his soul may rest in peace.

Independent Directorsâ Declaration

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

8. SHARE CAPITAL:

There have not been any changes in the share capital of the Company during the year.

9. STATUTORY AUDITORS :

The Board of Directors on the recommendation of the Audit Committee has proposed to ratifies the appointment of M/s Amar Bafna & Associates, Chartered Accountants, Mumbai and M/s Gautam R. Agrawal & Associates, Chartered Accountants, Akola as Joint Statutory Auditors of the Company from conclusion of this Annual General Meeting till the conclusion of the 29th Annual General Meeting of the Company. They have furnished the confirmation regarding their eligibility to the effect that their appointment if made would be within the prescribed limit under the Act and they are not disqualified for appointment.

Shri. T.M. Rathi the Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors has re-appointed Shri. T.M. Rathi, Cost Accountant as Cost Auditors for the financial year 2018-19.

10. INTERNAL FINANCIAL CONTROLS :

The company has adequate internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. Statutory and internal Auditors evaluate the efficiency and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs assets, prevention and detention of frauds and errors and timely preparation of reliable financial information etc and internal financial control system is being upgraded as per their recommendation

11. COMPANYâS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE AND REMUNERATION :

12. AUDITORSâ REPORT :

The Auditorsâ Report for the financial year ended 31st March, 2018, does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDIT :

M/s. Ferrao MSR & Associates, Practicing Company Secretary carried out Secretarial Audit for the Financial Year 201718 and their report is annexed herewith as Annexure - C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has re- appointed M/s. Ferrao MSR & Associates, Practicing Company Secretary as Secretarial Auditors to conduct the secretarial audit for the financial year 2018-19.

14. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure âDâ to this report.

15. PUBLIC DEPOSIT :

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The CSR expenditure incurred by the company during the financial year 2017-18 was Rs. 18.21 lakhs ( Previous Year 20.20 lakhs) which was higher than the statutory requirement of 2% of the average profit for the last three years. In accordance to provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this report as Annexure- A.

The CSR policy of the company mainly focuses on the welfare & sustainable growth and development of the weaker section of the Society which is in line with the companyâs age old policy of providing necessary financial support for the upliftment of the poor people as well as welfare of the physically handicapped and deaf and blind citizens. The CSR policy of the Company has emphasis on undertaking the various activities in rural area like Rural development, Promoting education, Providing healthcare and Building the community centers, the details of which are available on the Companyâs website.

17. DIRECTORSâ RESPONSIBILITY STATEMENT :

Pursuant to section 134 of the Companies Act, 2013 with respect Directorsâ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed and there is no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31st March, 2018 and of the profit and loss of the company for that period;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETING OF BOARD:

Twelve meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report.

19. RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transaction (RPT) which is available on Companyâs website.

All contracts / transactions as specified in Section 188 of the Act entered by the Company with related parties during the financial year were in the ordinary course of business and on an armâs length basis with necessary prior approval of members & audit committee. The Note No. 33 to Financial Statements sets out related party disclosures.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on armsâ length basis, Form AOC-2 is not applicable to the Company.

20. CORPORATE GOVERNANCE:

Various disclosure as required under section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transaction, extract of Annual return, constitution of various Board level committees, CSR policy and initiative taken during the year, remuneration of the managerial personnel, secretarial audit report etc.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

22 RISK MANAGEMENT POLICY :

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 :

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

26. ACKNOWLEDGEMENTS :

For and on behalf of the Board

Shashikant C.Bhartia

Place : Mumbai Chairman & Managing Director

Date : 29th May, 2018 DIN : 00151358

Mar 31, 2016

Dear members,

The Directors have pleasure in presenting the 26^th Annual Report of the Company together with the audited statements of account for the financial year ended March 31, 2016.

(Rs. in lacs)

1. FINANCIAL RESULTS :	2015-16	2014-15
Profit before interest, depreciation and tax	2296.49	2797.72
Less: Financial expenses	1222.01	1311.95
Less: Depreciation	459.62	463.67
Profit before tax	614.86	1022.10
Tax expense (net)	(56.90)	(96.97)
Profit after tax	557.96	925.13
Balance in profit & loss account	6501.69	5671.00
Amount available for appropriation Less: Appropriations	7059.65	6596.13
Transferred to general reserves	35.00	35.00
Proposed dividend	45.31	45.31
Tax on dividend	9.22	9.23
Additional Depreciation pursuant to enactment of Schedule II of the Companies Act, 2013	-	4.90
Surplus carried to balance sheet	6970.12	6501.69

2. CORPORATE OVERVIEW AND THE STATE OF COMPANYâS AFFAIRS :

The revenue from operation of the Company has increase from Rs. 306.06 Crores (Previous Year) and touch a new high of Rs. 316.65 Crores. The sale of both division, fertilizers and seeds, could successfully maintain its contribution in total revenue from operation of the Company. The seed division continued its steady growth during the current year and its turnover had reached a new high of Rs. 120.84 Crores. (Previous Year Rs. 119.76 Crores)

The year 2015-16 was a very challenging year for the agro industries. During the year the Agro Industries had to face cut throat competition, weak economic environment, depreciating currency, unevenly distributed mansoon etc. The EBIDTA of the Company has decreased from Rs. 27.98 Crores (Previous Year) to Rs. 22.96 Crores. Due to drought condition in the last two years the buying power in terms of financial capacity of farmer was greatly reduced hence we were compelled to decrease our margin on sell to remain in the competitive market.

There have not been any changes in the Share capital of the Company during the year.

3. TRANSFER TO RESERVES :

The Board had out of the total profit of Rs.557.96 lacs for the current financial year proposed to transfer Rs. 35 Lacs (Previous Year Rs. 35 lacs) to the General Reserve.

4. DIVIDEND :

The Board of Directors are pleased to recommend the dividend of Rs. 0.05 per share (5%) for the year 2015-16 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous Year 5%) which shall absorb Rs. 45.31 lacs (Previous Year Rs. 45.31 lacs).

5. CAPITAL EXPENDITURE INCURRED :

The Company had incurred Rs. 977.61 lacs as the capital expenditure during the year under review (Previous Year Rs. 784.29 lacs).

6. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS :

Shri. A. N. Bhartia (DIN: 00152974) director retires by rotation at this Annual General Meeting and being eligible, offered himself for reappointment. The Board of Directors of the Company recommended his reappointment. The brief resume of Shri. A. N. Bhartia has been provided in the Corporate Governance Report forming part of this annual report. There have not been any changes in the Director and KMP during the year.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant and material orders passed by regulators/ courts that would impact the going concern status of the Company and its future operations.

8. SHARE CAPITAL:

There have not been any changes in the share capital of the Company during the year.

9. STATUTORY AUDITORS :

The Statutory Auditors of the Company, M/s. P.C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P.C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors on the recommendation of the Audit Committee has proposed to appoint M/s Amar Bafna & Associates, Chartered Accountants, Mumbai and M/s Gautam R. Agrawal & Associates, Chartered Accountants, Akola as joint Statutory Auditors in place of the retiring auditors. They have furnished the confirmation regarding their eligibility to the effect that their appointment if made would be within the prescribed limit under the Act and they are not disqualified for appointment.

Shri .T.M Rathi the Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors has re-appointed Shri. T.M. Rathi, Cost Accountant as Cost Auditors for the financial year 2016-17.

10. INTERNAL FINANCIAL CONTROLS :

11. COMPANYâS POLICY ON SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE AND REMUNERATION :

12. AUDITORSâ REPORT :

The Auditorsâ Report for the financial year ended 31^st March, 2016, does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDIT :

M/s. Martinho Ferrao & Associates, Practicing Company Secretary carried out Secretarial Audit for the Financial Year 2015-16 and their report is annexed herewith as Annexure - C to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has re-appointed M/s. Martinho Ferrao & Associates, Practicing Company Secretary as Secretarial Auditors to conduct the secretarial audit for the financial year 2016-17.

14. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure âDâ to this report.

15. PUBLIC DEPOSIT :

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The CSR expenditure incurred by the company during the financial year 2015-16 was Rs. 25.80 lacs ( Previous Year Rs. 25.81 lacs) which was higher than the statutory requirement of 2% of the average profit for the last three years. In accordance to provision of Section 135 of the Company Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 the details of the CSR expenditure is annexed to this report as Annexure- A.

17. DIRECTORSâ RESPONSIBILITY STATEMENT :

Pursuant to section 134 of the Companies Act, 2013 with respect Directorsâ Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed and there is no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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, i:e 31st March, 2016 and of the profit and loss of the company for that period;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have implemented internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETING OF BOARD :

Seven meetings of the Board of Directors were held during the year under review. For further details, please refer report on Corporate Governance published in this Annual Report.

19. RELATED PARTY TRANSACTIONS :

Since all related party transactions entered into by the Company were in the ordinary course of business and were on armsâ length basis, Form AOC-2 is not applicable to the Company.

20. CORPORATE GOVERNANCE :

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

22 RISK MANAGEMENT POLICY :

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

24. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 :

25. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

26. ACKNOWLEDGEMENTS :

For and on behalf of the Board

SHASHIKANT C.BHARTIA

Place : Mumbai Chairman & Managing Director

Date : 30th May, 2016 DIN : 00151358

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the audited statements of account for the financial year ended March 31, 2014.

( Rs. in thousands)

1. FINANCIAL RESULTS : 2013-14 2012-13

Revenue from operation 3135703 2914519

Profit before interest, depreciation and tax 274448 281462

Less: Financial expenses 96543 102713

Less: Depreciation 42093 48160

Profit before tax 135812 130589

Tax expense (net) (29607) 26439

Profit after tax 165419 104150

Surplus brought forward from previous year 412604 320436

Amount available for appropriation 578023 424586

Less: Appropriations

Transferred to general reserves 3500 3500

Proposed dividend 6344 7250

Tax on dividend 1078 1232

Surplus carried to balance sheet 567101 412604

2. Result of operations :

The revenue from operations of the Company jumped by 7.59% and touched a new high of Rs. 313.57 Crores. The growth was mainly due to the excellent performance shown by the seeds division as its turnover went up by 22.89% over the previous year. Introduction of the new varieties of high yielding hybrid seeds and its well acceptance by the farming communities had made the performance of the seeds division very impressive.

The consumption of the fertilizers was adversely affected due to prolong and continuous monsoon. The farmer was not able to give scheduled doses of fertilizers to the crops as a result the company was not able to encash season. The new SSP fertilizers plant at Jalgaon started its operations in last quarter of 2013-14 and its positive impact can be observed on the performance of the Company in 2014-15.

In spite of the adverse conditions, heavy competition the company managed to achieve the marginal increase in the profit before tax and trend of consistent positive growth in the performance of the Company has been continued during the year under consideration. Your Company is one of the few companies who registered the positive performance during the year, not only due to the control over its conversion cost and the inputs cost but also because of aggressive marketing strategies.

3. Dividend :

The Board of Directors are pleased to recommend the dividend of Rs. 0.07 per share (7%) for the year 2013-14 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 8%) which shall absorb Rs. 63.44 lacs (Previous year Rs. 72.50 lacs).

4. Directors :

According to Section149 (10) of the Companies Act, 2013 the Independent Directors shall hold office for a term of upto five consecutive years on the Board of a company and are not liable to retire by rotation and shall be eligible for re appointment on passing a special resolution by the shareholders of the Company. Board of Directors had appointed Shri. S.W. Sawant, Dr. B.G. Bathkal and Shri. R.S. Tayade as Independent Directors of the Company pursuant to Section 149, Schedule IV and other applicable provisions of the Companies Act 2013 for the consecutive period of five years from 1st April, 2014 to 31st March, 2019,subject to approval of shareholders. The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act 2013 and under Clause 49 of the listing agreement with the stock exchange. The Board of Directors had altered the terms of appointment of Shri. D.C.Bhartia, Managing Director of the Company by categorizing him as a ''director liable to retire by rotation''. Shri. A.N. Bhartia retires by rotation at this Annual General Meeting and being eligible offers himself for re appointment.

During the year under review, Mrs. M.M. Khandelwal was appointed as an additional director in the category of non- executive, independent, woman director w.e.f. 22.07.2014 and she holds the office till the date of this annual general meeting. The resolution for the appointment of Mrs. M.M. Khandelwal as the independent director for five years is proposed to be passed at this annual general meeting.

During the year under review Dr. R.D. Tainwala the independent director has resigned from the Board w.e.f. 11.12. 2013. The Board places on record valuable contribution made by Dr. R.D. Tainwala during his tenure of office as Director of the company.

5. AUDITORS :

M/s. P.C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P.C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

The Company had appointed Mr. T.M. Rathi the Cost Auditor for conducting cost audit of the Company for the financial year 2013-14.

6. AUDITORS'' REPORT :

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

7. PUBLIC DEPOSIT :

As on 31st March, 2014 the company has neither accepted nor invited any public fixed deposits. No amount of principal or interest was outstanding as on 31st March, 2014.

8. CORPORATE SOCIAL RESPONSIBILITY :

During the year, your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of the Section 135 of the Companies Act 2013. The CSR Committee will decide the focus area of CSR activities, budget and programs to be undertaken and implemented. Your Company continued to initiate many social and charitable activities even before enactment of the provision of CSR in the Companies Act 2013. The main focus areas for CSR of the Company is in the area of education, health care, child nutrition, social development, care for the environment, protection of human rights and woman empowerment.

9. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility

Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures,

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year ended on that date,

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going

concern basis.

10. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the listing agreement with the Bombay Stock Exchange Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A stipulated under clause 49 of the listing agreement the Management Discussion & Analysis Report has been separately furnished in Annual Report and forms part of it.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

13. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the annexure forming part of this Report.

14. TRANSFER OF UNPAID DIVIDEND TO IEP FUND :

Pursuant to Section 205 A (5) and 205 C of the Companies Act, 1956 the dividend remaining unpaid for a period of seven years here been transferred by the company to investor education and protection fund.

15. ACKNOWLEDGEMENTS :

Your Directors would like to express their appreciation for the support and co operation received from financial institutions, company''s bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

SHASHIKANT C. BHARTIA

Place : Mumbai CHAIRMAN & MANAGING DIRECTOR Date : 30th July, 2014 DIN : 00151358

Mar 31, 2013

The Directors have pleasure in presenting the 23rd Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2013.

(Rs. in Thousands)

1. FINANCIAL RESULTS : 2012-13 2011-12

Revenue from operations 2910186 2764531

Profit before interest, depreciation and tax 281462 244697

Less : Financial expenses 102713 83129

Less : Depreciation 48160 43929

Profit before tax 130589 117639

Provision for taxations 17500 15000

Provision for deferred tax 12018 26818

Profit after tax 101071 75821

Provision for taxation of earlier years 3079 966

Surplus brought forward from previous year 320436 255575

Amount available for appropriations 424586 332362

Appropriations :

(a) Proposed dividend 7250 7250

(b) Tax on dividend 1232 1176

(c) Transferred to general reserve 3500 3500

Surplus carried to Balance Sheet 412604 320436

2. DIVIDEND :

The Board of Directors are pleased to recommend the Dividend of Rs. 0.08 per share (8%) for the year 2012-13 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 8%) which shall absorb Rs. 72.50 lacs (Previous year Rs. 72.50 lacs).

3. OPERATING RESULTS :

FY 2012-13 was eventful year as Company had shown impressive performance in adverse conditions. The year was not good year for fertiliser industry as due to erratic monsoon and severe drought conditions prevailed in the Country, the demand for the agri inputs was adversely affected. The Directors are pleased to annouce that in spite of the adverse market conditions and pressure on the market prices of fertilisers due to severe competition, the Company could register the sales turnover of Rs. 29101.86 lacs, which was marginally higher as compared to previous year. The profit before tax of the Company jumped by 11.01% mainly due to continuous efforts of management of the Company not only to control the cost of production by upgrading the manufacturing process but also by way of bulk procurement of the raw materials at the most competitive prices and also hard work of the marketing department. The cost cutting measures adopted by the Company and operational efficiencies alongwith timely supply of quality agro inputs by the company are the main factors which enabled the Company to perform better in the adverse market conditions.

The wide spread expansion of the operations by the seeds division of the Company has resulted in increase in the sales turnover of seeds division by over 45% during the year under review. The growth of Seeds division is remarkable which can be observed from the performance of the seeds division. This was the result of increased popularity of the trade mark "Krishi sanjiwani" alongwith the success of ''on field demonstration'' of the crops and kisan melas at various locations during the year. The main focus of the Seeds division is to develop the new and improved hybrid varieties of the seeds which can give higher yeild, in different types of soil and climatic conditions.

The commercial production at the new SSP fertilisers plant at Jalgaon in Maharashtra with installed capacity of 1,32,000 TPA is likely to commence in August 2013. The said unit is located at very prime location thereby reducing the logistic cost for its raw materials and finished goods.

4. DIRECTORS :

Shri. S.W. Sawant and Shri. R.S. Tayade Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment.

5. AUDITORS :

M/s. P.C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P.C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 224(1) of the Companies Act,1956. The Company has appointed Mr. T.M. Rathi the Cost Auditor for conducting cost audit for the financial year 2012-13.

6. AUDITORS'' REPORT :

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

7. PUBLIC DEPOSIT :

As on 31st March, 2013 the company has neither accepted nor invited any public fixed deposits. No amount of principal or interest was outstanding as on 31st March, 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures,

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review,

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

9. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion & Analysis Report has been separately furnished in Annual Report and forms part of it.

11. INDUSTRIAL RELATIONS :

Relations between the employees and the management continued to be cordial.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to provide safe work place to its Workmen and contractors and adequate safety precautions has been taken at the workplace. Towards its responsibility towards the society, the free Medical check ups, Cataract Eye operations, Donation of ventilators to Government hospitals etc. were undertaken during the year. The other charitable activities includes supporting and aiding of schools for deaf and dumb, Vrudhashram, Free Bhakta Niwas, Gorakshan, Annachatra etc.

13. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) of THE COMPANIES ACT 1956 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

14. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the annexure forming part of this Report.

15 . ACKNOWLEDGEMENTS :

Your Directors would like to acknowledge the contribution and place on records their appreciation for the continued support for the Shareholders, Financial Institutions and Company''s Bankers for the assistance and co-operation given during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

Place : Mumbai SHASHIKANT C. BHARTIA

Date : 30th May, 2013 CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2012.

(Rs. in Thousands)

1. FINANCIAL RESULTS : 2011-12 2010-11

Revenue from operations 2764531 1687144

Profit before interest, depreciation and tax 244697 163742

Less : Financial expenses 83129 63268

Less : Depreciation 43929 29534

Profit before tax 117639 70940

Provision for taxation 15000 8700

Provision for deferred tax 26818 1480

Profit after tax 75821 60760

Provision for taxation of earlier years 966 (1637)

Surplus brought forward from previous year 255575 206778

Amount available for appropriations 332362 265901

Appropriations :

(a) Proposed dividend 7250 5854

(b) Corporate dividend tax 1176 972

(c) Transferred to general reserve 3500 3500

Surplus carried to Balance Sheet 320436 255575

2. DIVIDEND :

The Board of Directors are pleased to recommend the Dividend of Rs. 0.08 per share (8%) for the year 2011-12 on expanded share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 7%) which shall absorb Rs. 72.50 lacs (Previous year Rs. 58.54 lacs)

3. OPERATING RESULTS AND PROFITS :

FY 2011-12 was the land mark year for the Company with the Company achieving new milestone by registering the robust growth in the sales turnover as well as profitability. The Revenue from operations has jumped by 63.85% and achieved new height of Rs. 276.45 Crores whereas Profit before tax has increased from Rs. 709.40 lacs to Rs. 1176.39 lacs the jump by over 65%. During the FY 2011-12, your Company has achieved the ever highest Fertilizer production of 2.27 lacs MT overtaking the previous record production of 1.84 Lacs MTs. The sale of Fertilizer for the FY 2011-12 was 2.49 Lacs MT as compared to 1.71 Lacs MTs during the FY 2010-11 thus registering 45% growth. Strong volume growth,operational efficiencies and improved price realisation were the key factors behind the record performance of the company.

The operational performance of the seeds division of the Company has significantly improved compared to previous year showing a positive financial growth. The year's sales turnover of seeds division was Rs. 61.15 Crores registering a growth rate of 30%. The accomplished financial growth sustains the Company's business and help attaining market leadership in seed and agribusiness. The R&D focus centers round combined use of conventional breeding and biotechnology to advance the yield frontier and stabilize it through incorporation of genetic modifications.The on-field demonstration and kisan melas helped in increasing the awareness amongst the farmers about the new advanced methods of the cultivation alongwith the use of the hybrid seeds for increasing the productivity of the land.

The Construction of new SSP fertilisers plant at Jalgaon in Maharashtra with installed capacity of 1,00,000 TPA is in the final stages of Completion.With the commencement of production from that plant during FY 2012-13 the market share of the Company in SSP fertilisers in Maharashtra will improve further and largely the farming community of the state will be benefited.

The Company is leveraging its operational efficiencies and experience in fertilizer industry by achieving sustainable growth and consolidate its market share in long run.

4. DIRECTORS :

Shri A.N. Bhartia, Dr B.G.Bathkal and Dr. R.D. Tainwala retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

5. CONVERSION OF THE WARRANTS INTO EQUITY SHARES WHICH WERE ALLOTTED TO PROMOTERS :

70,00,000 equity shares were allotted during the year to the promoters of the Company on conversion of the warrants allotted to them on preferential basis.

6. AUDITORS :

M/s. P. C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P. C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 224(1) of the Companies Act,1956.

7. AUDITORS' REPORT :

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

8. PUBLIC DEPOSIT :

As on 31st March, 2012 the company has neither accepted nor invited any public fixed deposits. No amount of principal or Interest was outstanding as on 31st March, 2012.

9. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures,

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review,

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis.

10. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion & Analysis Report has been separately furnished in Annual Report and forms part of it.

12. INDUSTRIAL RELATIONS :

Relations between the Employees and the Management continued to be cordial.

13. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

14. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the Annexure forming part of this Report.

15. ACKNOWLEDGEMENTS :

Your Directors place on records their gratitude to the Shareholders, Financial Institutions and Company's Bankers for the assistance and co-operation given during the year under review. The Company wishes to place on record their sincere thanks for the devoted services of the staff and workers of the Company in ensuring an excellent all round operational performance.

For and on behalf of the Board

SHASHIKANT C. BHARTIA CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai Date : 30th May, 2012

Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

(Rs. in Thousands)

1. FINANCIAL RESULTS: 2009-10 2008-09

Net Turnover 1307421 1285162

Profit before interest,depreciation and tax 141161 118427

Less : Financial expenses 43814 31383

Profit before depreciation 97347 87044

Less : Depreciation 32275 24011

Profit before tax 65072 63033

Provision for taxations 8500 6000

Provision for deferred tax 1201 2092

Provision for fringe benefit tax - 675

Profit after tax 55371 54266

Provision for taxation of earlier years (754) (455)

Surplus brought forward from previous year 161512 119028

Amount available for appropriations 216129 172839

Appropriations :

(a) Proposed dividend 5018 6690

(b) Corporate dividend tax 833 1137

(c) Transferred to general reserve 3500 3500

Surplus carried to Balance Sheet 206778 161512

2. DIVIDEND:

The Board of Directors are pleased to recommend the Dividend of Rs. 0.06 per share (6 %) for the year 2009-10 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (previous year 8%) which shall absorb Rs 50.18 lacs ( previous year Rs. 66.90 lacs)

3. OPERATING RESULTS AND PROFITS:

Fertiliser Division:

The growth of Fertilisers division was as per the projections of the management of the Company. But due to delay in the annoucement of the new fertiliser policy there was uncertainty about the MRP of the SSP fertilisers and as a result the sales for the last quarter of the year under review was affected. Though the production of the fertilisers was jumped by 7.81% to 152183 TPA the sales was marginally lower as compared to previous year. This has resulted in increase in the inventory of the finished goods.The new NBS policy announced by the Government will provide much needed stimulus to SSP industry. Due to additional subsidy on sulphur the total subsidy on SSP fertilisers has been raised from Rs 2000/- PMT to Rs 4400/- and to your company will be benefited under NBS policy. The successful completion of upgradation and modernisation of the newly acquired SSP fertiliser unit at Neemuch (MP) will contribute considerably to the bottomline of the Company during the current financial year. The production of NPK fertiliser division was as per production plans of the Company and had jumped by 46.25% over previous year. The MET Department has predicted satisfactory monsoon in the current year and it will help the agro based industries to progress.

Seeds Division:

The seeds division has reported excellent performance during the year under review. The sales of the division has jumped by 105.76% and touched a new high of Rs 4000.06 lacs. Whereas the profit before tax of the seeds division has gone up by 44.80% as compared t;. the previous year. Introduction of the new hybrid varieties of the seeds in the market coupled with the expandirv he area under the contract farming has resulted in such remarkable performance. The newly developed BT cotton seeds under the collaboration of Mahyco Monsanto Biotech (I) Ltd has been successfully launched in the market.

4. DIRECTORS :

Shri A.N.Bhartia, Director retires by rotation at this Annual General Meeting and he being eligible, has offered himself for reappointment.

Dr. B.G.Bathkal, Director retires by rotation at this Annual General Meeting and he being eligible, has offered himself for reappointment.

Dr. Ramesh Tainwala, Director retires by rotation at this Annual General Meeting and he being eligible, has offered himself for reappointment.

5. ISSUE OF SHARES ON PREFERENTIAL BASIS/ FPO:

In order to finance the proposed growth plans of the Company it was proposed to get the approval of the shareholders to make the preferential allotment of warrant to be converted into equity shares to the promoters . It was also proposed to pass special resolution under section 81 (1A) of the Companies Act,1956 to issue securities to persons other than shareholders by way of QIP Securities.

6. AUDITORS:

M/s. P.C.Baradiya & Co., Chartered Accountants,Mumbai and M/s P.C. Bhandari & Co.,Chartered Accountants Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 224(1) of the Companies Act,1956.

7. AUDITORSREPORT:

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory and therefore do not call for any further clarification.

8. PUBLIC DEPOSIT:

As on 31st March,2010 the company has neither accepted nor invited any public fixed deposits.No amount of principal or Interest was outstanding as on 31st March, 2010.

9. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review,

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

10. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd a separate section titled " Report on Corporate Governance" is being published as a part of this Annual Report.

11. INDUSTRIAL RELATIONS:

Relations between the Employees and the Management continued to be cordial.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956:

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

13. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the annexure forming part of this Report.

14. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received during the year under review from the Shareholders, Financial Institutions and Bankers. Your directors wish to place on record their sincere thanks for the devoted services of the staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai SHASHIKANT C. BHARTIA

Date : 29th July, 2010 CHAIRMAN & JT.MANAGING DIRECTOR

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article