Directors Report of Rama Phosphates Ltd.

Mar 31, 2025

The Directors hereby present their Fortieth (40th) Annual Report on the performance of
Rama Phosphates Ltd. (the Company) together with the Audited Financial Statements for
the Financial Year (''FY) ended March 31, 2025.

In retrospect, FY 25 was a year of continuing challenges, due to geopolitical conflict in
Europe and heightened tensions in Middle East, coupled with high commodity prices which
did moderate from their peak. Despite above challenges, we did overcome the adversities
and achieved commendable performance during the year.

DIVIDEND

Keeping in view of the long term growth strategy and to ensure that shareholders get
sustained return on their investments and considering growing working capital
requirements, your Directors at their Board meeting held on 14th May, 2025, has
recommended payment of ? 0.25 paisa (Rupee twenty five paisa only) per equity share i.e.
5% of the face value of ? 5 (Rupees five only) each as dividend for the financial year
2024-25. The payment of dividend is subject to the approval of the shareholders at the

ensuing Annual General Meeting (''AGM'') of the
Company and deduction of tax at source, as
required under the law. The final dividend, i1
approved, would be paid to members whose names
appear in the Register of Members as on the record
date fixed for this purpose.

STOCK-SPLIT/ SUB-DIVISION

To broaden our shareholder base and increase the
accessibility of our shares to a diverse range o1
investors, during the year under review, as a result ol
sub-division/split of existing 1 (one) equity share ol
the Company, having face value of ? 10/- (Rupees
Ten only) each, into 2 (two) equity share having face
value of ? 5/- (Rupees Five only) each. However,
there was no percentage change in share capital ol
the company as on March 31, 2025. Post the stock
split/sub-division, your Company''s shares have
become affordable thereby leading to doubling ol
the number of shareholders and contributing to the
development of strong retail shareholder base.

FINANCIAL HIGHLIGHTS

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

FINANCIAL	YEAR ENDED YEAR ENDED
RESULTS	31/03/2025	31/03/2024
Sales & Other Income	74723.21	60550.34
Profit Before Financial Charges & Depreciation	4696.61	(1942.41)
Less : Financial Charges	1320.58	1281.81
Profit Before Depreciation & Amortisation	3376.03	(3224.22)
Less : Depreciation & Amortisation	820.23	896.84
Net Profit Before Tax	2555.80	(4121.06)
Tax Expenses
Current Tax	-	-
Deferred Tax	646.41	(1014.35)
Earlier year Taxes	541.89	-
Net Profit After Tax	1367.50	(3106.71)

OVERALL FINANCIAL PERFORMANCE

The yearly performance was driven by strong sales
volume in fertilizer segment, operational excellence
and favourable agricultural conditions.

Throughout the year, we have focussed on
enhancing efficiencies across the three key areas -
planning, procurement and production (3Ps) with
the objective of improving our EBITDA margin.

Turnover and Profitability

During the year, the Company''s revenue spurted by
23% from ? 60,550.34 lakhs in FY 2024 to
? 74,723.21 lakhs in FY 2025 due to improved
sales in Single Super Phosphate (''SSP''), Sulphuric
Acid and contribution from new products launches
like UroSuper (Granular).

At the same time, EBITDA for FY 2025 stood at
? 4696.61 lakhs as compared to negative
(? 1,942.41 lakhs) in FY 2024 reflecting a
significant turnaround in operational performance
across all segments.

The PBT for FY 2025 stood at ? 2555.80 lakhs
making a substantial improvement from negative
PBT of (? 4121.06 lakh) in FY 2024.

Fertilizer Division

During the year, Company grabbed the opportunity
and enhanced its sales performance by 11%
on fertilizer front. This has resulted in increased
revenue by 24.60% from ? 44,859 lakhs to
? 55,896 lakhs.

Chemical Division

The revenue from sales realization increased to
? 10,344 lakhs in the current year as against ?
7,053 lakh achieved in previous year FY 2024 due
to higher realization and buoyancy in chemicals
market.

The finance cost during the year increased
marginally from ? 1,281.81 lakhs to ? 1,320.58
lakhs due to optimum utilization of working capital
funds to meet plant operational activities.

There was a marginal increase by 7.65% in
employees cost also to ? 3500.98 lakhs from
? 3,208.39 lakhs due to annual increment.

Your Company''s operating segment consisting of:

• Fertilizers

• Chemicals (Acid)

• Micronutrients

• Edible oil

• Import of P & K Fertilizers

All efforts were made by your Company with holistic
approach for overall operational efficiencies by
implementing various exercises viz., strict
monitoring on raw material procurements at
competitive prices, optimization of production, tight
control on inventory etc.

Review of Operations during FY 2025

Your Company continues to operate its manu¬
facturing units in Indore (Madhya Pradesh), Pune
(Maharashtra) and Udaipur & Nimbahera (Rajasthan)
at optimum capacity. The Company maintains a
strong balance sheet supporting financial stability
and future growth initiatives.

This FY 2025 was a year of innovation, execution
and expansion marked by our achievement as the
FIRST COMPANY IN INDIA to introduce SAMPURN
with Mg. Your company have also launched new
premium innovative product “UROSUPER” a
pioneering combination of Urea and SSP to the
farming community.

The Company achieved EBITDA of ? 4696.61 lakhs
against negative (? 1942.41 lakhs) in FY 2024, a
significant turnaround owing to better operating
margin and cost optimisation.

Considering our delivery efficiencies, the existing
marketing tie-up with one of the PSUs, Hindustan
Urvarak & Rasayan Limited (HURL) a leading Urea
manufacturing Company for supply of approximately
1 lac MT of SSP is extended for this year also. Your
company is fully committed to honour the same and
explore markets in hinterland also.

For a short period of time during the year, GOI re¬
introduced freight subsidy also which augured well
for increase in sales.

Over the year, the average price of one of our key raw
material, Rock Phosphate declined from $ 144.65
PMT in FY 2024 to $ 131.75 PMT in FY 2025.
However, the price of other raw material Sulphur
increased sharply by 30% but has been
compensated by commensurate increase in acid
prices.

Recently, sulphuric acid prices went up subsequent
to international demand surge from China,
Indonesia and Morocco. The demand of Oleum 23%
which is consumed in manufacturing of explosives,
has shoot up due to increased focus on defence
spending.

Across the fertilizer industry, FY 2025 witnessed a
significant shortage of DAP due to various
macroeconomic conditions and also lower supplies

from China coupled with MRP restrictions affecting
the viability of imports for domestic consumption.
This has beneficial effect on our SSP fertilizer.

DAP production and imports declined by 12.12%
and 17.95% respectively, while SSP production
increased by 18.28% as compared to FY 2024.
Simultaneously, sale of SSP increased by 8.59%
whilst sales of DAP declined by 14.15% compared
to FY 2024.

During the year, India experienced the positive
agricultural environment aided by “Above-Normal”
monsoon with higher reservoir levels leading to
increased crop sowings. For the current year, the
weather forecasting agencies like Skymet and IMD
have estimated “Normal to Above-Normal”
monsoon.

As far as Forex is concerned, due to volatility, your
company strictly adhered to conservative approach
and gained ? 179.92 lakhs.

STRATEGIC INITIATIVES TAKEN TO IMPROVE
PERFORMANCE IN FINANCIAL YEAR 2025

I) Expansion

• Commissioned Complex Urea SSP project
consisting of 74,000 MTPA at Udaipur
plant effective from September 2024

• Also at Indore, commissioning Urea SSP
project is in process.

• Favourable monsoon in the ensuing Kharif
season with the expectation of “Above¬
Normal” rains bodes well for the Company.

• New Greenfield Project at Dhule would
improve our products visibility in the
market.

ii) Automation in Production Process and SAP

Process automation is given priority by your
Company to achieve optimization and un¬
interrupted production activities at economical
costs. This is done through internal accruals on
selective basis.

iii) Software

With regard to Software front, the upgraded
HANA system is generating desired reports.

In order to safeguard and secure our data, your
Company has shifted to Cloud facility with
regular back-ups as a safety measure.

The Company continues to take progressive
steps for sustainable journey to reap benefits
and make operations and performance on
sustainable basis by converting opportunities
into growth trajectory.

CREDIT RATING

ICRA has assigned its rating for the long term bank
facilities (fund-based limits) as ICRA A - (Negative)
(ICRA A Minus; Outlook: Negative); short term bank
facilities (non-fund based limits) as ICRA A2 (ICRA
A Two Plus) and long term bank facilities (fund-
based limits) term loan as ICRA A - (Negative) (ICRA
A Minus; Outlook: Negative), demonstrating strong
financial position of the Company.

AWARDS & ACCOLADES

In recognition of our “Safety First” motto, our
Udaipur and Nimbahera units were recipients of
National Safety Award-2024 instituted by National
Safety Council and Rajasthan State Government.

SEGMENT WISE ACTIVITIES

a) SSP Fertilizer Division

Our manufacturing facilities located at strategic
places in Madhya Pradesh, Rajasthan and
Maharashtra caters to the major consumption
area of Western region in the country in which
about 59% of consumption takes place.

Your Company''s fertilizer products line include
the following:

- Primary : SSP Fertilizer - Powder and

Granule

- Complex : UroSuper (Urea SSP)

- Micronutrients : CalciN, Boron, Zinc Sulp¬

hate and Magnesium
Sulphate

- Trading : Neem, Water soluble,

Calcium Nitrate, Boron
20%

- Fortified : Boronated and Zincated

SSP

Zincated Boronated -
(Sampurn) SSP
Zincated Boronated with
Magnesium SSP

- Imported P&K : MOP

Your Company introduced UroSuper in FY 2025
which is scouted as a Mini-DAP which is largely
imported. Similarly fortified fertilizers with Zinc,
Boron, Zincated Boronated SSP with Magnesium
also plays major role in providing requisite nutrients
to offset nutrient deficiency.

Your Company''s fertilizer brands “Girnar” &
“Suryaphool” are well entrenched in our eleven
operating States and are most sought after by
farmers.

Your Company''s tag line is “Building Trust
Together” and this mantra is practiced by earning
trust of farming community in our operating states.
Moreover, the Apex body of the industry, Fertilizer
Association of India, New Delhi have acknowledged
our efforts by awarding our units for six times during
last 15 years. Your Company do not settle with this
laurels and continuous efforts are going on for
bettering the performance in the years to come.

b) Chemicals Division

- Sulphuric Acid and Derivatives viz., Oleum,
CSA

Your Company operates three acid plants (two
at Indore and one at Pune) and emerged as a
significant player in regional markets. Sulphuric
Acid''s largest use is in the fertilizer industry to

manufacture Single Super Phosphate and also
for other chemical derivatives. It is also used in
Chemical manufacturing, metal processing,
batteries, detergents, fertilizers, micro
nutrients, specialty chemicals, explosive
(defence) and also domestic / industrial
cleaning products. It is also found as a
ubiquitous ingredient across laboratories and
industrial facilities.

- Linear Alkyl Benzene Sulfonic Acid (LABSA)

On need base, LABSA production activities take
place at our Udaipur plant. This product is
majorly used by detergent manufacturing
industries.

- Specialty Chemical : Sodium Silico Fluoride

This is a specialty chemical and a premium
product produced at Indore, Udaipur and Pune
locations. This product is mainly used in
ceramic and glass industries.

c) Power Division - Self Generation Through
TG

Exo-thermic heat generated during the
manufacture of Sulphuric Acid at Indore and
Pune units are converted into Turbo power. The
combined capacity of power generation
amounts to 4.035 MW. The overall power
generation through this caters to utilities and
production activities to some extent. This power
also takes care of Soya oil division power
requirement.

Green Energy through Solar Power

Solar power plant is fully operational at Udaipur
unit and generated 768640 kW units during
the year under review.

d) Soya Division

Your Soya division has seed crushing capacity
of 1.20 lac MT with refining of 30,000 MT on
annual basis. Both the operations are
undertaken as per the market viability.

The steam requirement of this division is met
through in-house Sulphuric acid plant as per
the need.

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

e) Micro Nutrients

In order to achieve sustainable crop
production, fertility of soil plays a major role.
The micro nutrients plays a crucial role in plant

growth and development. Your Company is
proud to produce these water-soluble micro
nutrients to offset the deficiency in soil
for Magnesium, Sulphur, Zinc nutrients to
rejuvenate the fertility of soil. These fertilizers
are falling under non-subsidised category which
increases the number of products availability in
our basket.

Your Company produces wide range of products
under this category viz., Magnesium Sulphate
(MgSO4), Mixed Micronutrients, Sulphur Dust,
Zinc Sulphate, Mono-Hydrate 33% and Zinc
Sulphate Hepta-Hydrate 21%. The promotional
activities for consumption of these products are
bringing in desired fruits. Thus, your Company
would enhance more focus on non-subsidized
fertilizers also.

ON-GOING PROJECT

? Greenfield Fertilizer and Acid Project at
Dhule

The momentum of progress in the Greenfield
project at Dhule is increased and that trial dry
run of the plant is expected to be done by end of
FY 2025-26 in phased manner.

For this project, we have made total investment
of approximately ? 27.13 crore from internal
accruals.

RECOGNITION

? NABL Accredited Quality Control Laboratory

NABL accreditation is obtained for all our units

i.e. Pune, Indore, Udaipur and Nimbahera.

? BSE-2000 Index Rankings

As on 31st December 2024, your Company
achieved exponential growth in market cap by
achieving 1914 ranking in BSE-2000 index
with ? 351.12 crore.

? NSE-2000 Index Rankings

Your Company''s shares have been listed on the
National Stock Exchange (''NSE'') and are
actively traded on the bourse and as on 31st
March, 2025, achieved ranking at 1764 with
market cap of ? 352.03 crore.

? ISO ACCREDITATION

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

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

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

3. Occupational Health & Safety Management
System (OHSMS) - ISO 45001 : 2018 for
“Personal Health & Safety of Management.”

The respective certificates have been received
and periodic Gap analysis audit is undertaken.

NEW PRODUCTS LAUNCHED DURING THE YEAR

Customized nutrient formulations tailored to specific
soil and crop needs are becoming more common.
In line with this trend, we have launched following
new products devised by our in-house R&D team.

PRODUCT NAME	URO SUPER	BHARAT MOP	NEEM -O
SEGMENT	Complex	Potash	Organic
TECHNICAL	Urea-SSP- Compl ex (5-15-0-10)	Muriate of Potash 60%	Moisture - 12.0% (max) Organic Carbon - 30% (min)
PACKING	50 Kg	50 Kg	40 Kg

VISION FOR FUTURE

The Company is positioning itself for robust growth in
the coming years focusing on capacity expansion,
products diversification and technology innovation.

With strategic initiatives coupled with favourable
agro-climatic position, the Company envisages
sustained growth and enhance shareholders value
in the foreseeable future.

0 Operational Improvements with Auto¬
mation

Plans to modernize facilities further to boost
SSP production efficiency and reduce cost of
operations.

0 ? 1000 Crore League

To achieve a place in big-league of ? 1000

crore plus entities with consistent growth
momentum in the diversified portfolio.

0 Market Expansion

Strengthening distribution network in rural
India for fertilizer marketing in Northern and
Easter India and after commissioning of Dhule
project, Company will also focus on
Marathwada and neighbouring Chhattisgarh
region.

0 Government Policies

Continuous support through NBS and SSP
subsidies including freight subsidy. The
upward revision in subsidy by GOI by ? 2142/-
PMT effective from April 2025 would
immensely help the Company to improve its
performances in FY 2025-26.

0 Product Portfolio Expansion

Multi-Product Portfolio: Fortified and
customised fertilizers are being introduced in
the market periodically. These products fall
under non-subsidised category on which our
marketing team make earnest efforts to
increase sales volume with the help of existing
set of dealers.

Import & Trading of Product: Your Company
is holding valid import license for DAP / MOP /
Complex fertilizers, which would increase our
product portfolio.

Integrated Plants: Co-generation of power is
achieved in Sulphuric Acid plants activity at
Pune and Indore which meet basic operational
needs. At the same time, green energy solar
power generation is achieved at Udaipur.

All above activities give a cutting-edge to our
operations and become competitive.

0 Governance Compliant

The best ethical practices are being followed
in all spheres of operations to provide quality
products as per the need of the farming
community and committed to comply with
laws and regulations.

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

Pursuant to the applicable provisions of the
Companies Act, 2013 (“the Act”) read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (“the IEPF Rules”), during the year, unpaid or

unclaimed dividend amounting to ? 3,79,263 was
transferred by the Company to the Investor
Education and Protection Fund (“IEPF”), established
by the Government of India.

Further, 11722 shares were transferred to the
demat account of the IEPF Authority during the year,
in accordance with IEPF Rules, as the dividend has
not been paid or claimed by the shareholders for 7
(seven) consecutive years or more.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any
amount to the general reserve for the Financial Year
ended March 31, 2025.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,
2025 stood at ? 1,767.43 lakhs. During the year
under review, there is no change in the Share Capital
of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

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

CHANGE IN NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

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

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form
MGT-9 as per the provisions of the Companies Act,
2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014 and the same is
enclosed as ''Annexure A'' to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board presently consists of Mr. Haresh D.
Ramsinghani (DIN - 00035416) - Chairman and
Managing Director, Mrs. Nilanjana H. Ramsinghani
(DIN - 01327609) - Non-Executive Non¬
Independent Women Director, Mr. Brij Lal Khanna
(DIN - 00841927) - Non-Executive Independent
Director, Mr. Ratneshwar Prasad (DIN -10625105)
- Non-Executive Independent Director, Mr.
Pushpangadan Mangari (DIN - 01667572) - Non¬
Executive Independent Director and Mr. Kishore
Sukthanker (DIN - 10611925) - Non-Executive
Non-Independent Director.

Mr. Ashish Kumar Thakur (DIN 00031778) and Mr.
Kailasam Raghuraman (DIN 00320507), Non -
Executive Independent Directors of the Company
have completed their tenure viz. second term of 5
(five) consecutive years on August 11, 2024 and on
September 24, 2024, respectively. Consequently,
Mr. Ashish Kumar Thakur and Mr. Kailasam
Raghuraman ceased to be the Directors and
Committee of the Company. The Board places on
record profound appreciation for their valuable
contribution in channelising the growth and
development of the Company.

Mr. Kishore Sukthanker (DIN - 10611925), Director
of the Company retires by rotation and being eligible,
offers himself for re-appointment.

The Board of Directors at their meeting held on
February 13, 2025 based on the recommendations
of the Nomination and Remuneration Committee
and as approved by the Shareholders through Postal
Ballot on April 15, 2025, being the last date of
remote e-voting, inter alia, approved the following -

o Re-appointment of Mr. Haresh D.
Ramsinghani (DIN: 00035416) as Chairman
and Managing Director of the Company for the
term of 3 (three) years with effect from June
01, 2025 till May 31, 2028 (both days

inclusive).

o Re-appointment of Mr. Pushpangadan
Mangari (DIN: 01667572) as a Non¬
Executive Independent Director of the
Company for the second term of 5 (five) years
commencing from May 30, 2025 up to May
29, 2030 (both days inclusive).

o Re-appointment of Mr. Brij Lal Khanna (DIN:
00841927) as a Non-Executive Independent
Director of the Company for the second term
of 5 (five) years commencing from August 08,
2025 up to August 07, 2030 (both days
inclusive).

The Board of Directors at their meeting held on
February 13, 2025 based on the recommendations
of the Nomination and Remuneration Committee,
re-designated the designation of Mr. Jambu Kumar
Parakh - Chief Financial Officer of the Company as
the President and Chief Financial Officer of the
Company with effect from February 14, 2025.

The Board of Directors at their meeting held on May
14, 2025 based on the recommendations of the
Nomination and Remuneration Committee, inter
alia, approved the appointment of Mr. Naresh Verma
(DIN - 03286678) as an Additional Non-Executive
Independent Director of the Company, subject to the
approval of the Shareholders at the ensuing Annual
General Meeting of the Company.

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

DECLARATION FROM DIRECTORS

The Independent Directors have submitted the
declaration of independence as required pursuant to
section 149(7) of the Act stating that they meet the
criteria of independence as provided under section
149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations. In terms of Regulation
25(8) of the SEBI Listing Regulations, the
Independent Directors have confirmed that they are
not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and
without any external influence. The Independent
Directors of the Company have undertaken requisite

steps towards the inclusion of their names in the
data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs, in terms of
Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014. In the opinion of the Board, the Independent
Directors possess the requisite expertise and
experience and are persons of high integrity and
repute. They fulfill the conditions specified in the Act
read alongwith the Rules made thereunder and are
independent of the Management.

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

BOARD EVALUATION

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

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

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

NUMBER OF MEETINGS OF BOARD

During the year under review, 4 (Four) meetings of
the Board of Directors were held on May 30, 2024;
August 14, 2024; November 13, 2024 and
February 13, 2025.

The details of the meetings of the Board of Directors
of the Company held and attended by the Directors
during the financial year 2024-25 are given in the
Corporate Governance Report which forms part of
this Annual Report.

The maximum interval between any two meetings
did not exceed 120 days, as prescribed by the Act.

The necessary quorum was present for all the Board
Meetings.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of
the Act, the rules made there under and Regulation
18 of the SEBI Listing Regulations the Audit
Committee comprises of the following directors viz.,
Mr. Brij Lal Khanna (Chairman of the Committee)#,
Mr. Haresh D. Ramsinghani (Member of the Audit
Committee) and Mr. Ratneshwar Prasad (Member of
Audit Committee)$. The Audit Committee acts in
accordance with the terms of reference specified
from time to time by the Board. There were no
instances when the recommendations of the Audit
Committee were not accepted by the Board during
the year under review.

Note -

# On reconstitution of the Audit Committee effective
from August 19, 2024, Mr. Brij Lal Khanna -
Member of the Audit Committee was designated as
Chairman of the Audit Committee.

$ Mr. Ratneshwar Prasad was appointed as the
Member of the Audit Committee w.e.f. August 19,
2024.

~~ Mr. Kailasam. Raghuraman (DIN - 00320507)
ceased to be the Independent Director of the
Company upon completion of his second term of five
consecutive years on September 24, 2024 and thus
ceased to be the Chairman and Member of the Audit
Committee.

** Mr. Ashish Kumar Thakur (DIN - 00031778)
ceased to be the Independent Director of the
Company upon completion of his second term of five
consecutive years on August 11, 2024 and thus
ceased to be the Member of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Act, the rules made
there under and Regulation 19 of the SEBI Listing
Regulations the Nomination & Remuneration
Committee comprises of the following directors viz.,
Mr. Brij Lal Khanna (Chairman of the Committee)#,
Mr. Haresh D Ramsinghani and Mr. Ratneshwar
Prasad$. The Nomination & Remuneration
Committee framed a policy for selection and
appointment, re-appointment, removal, appraisals
of Directors and Senior Management.

Note -

~~ Mr. Kailasam. Raghuraman ceased to be the
Independent Director of the Company upon

completion of his second term of five consecutive
years on September 24, 2024 and thus ceased to
be the Chairman and Member of the Nomination
and Remuneration Committee.

# On reconstitution of the Nomination and
Remuneration Committee (NRC) effective from
August 19, 2024, Mr. Brij Lal Khanna - Member of
the NRC was designated as Chairman of the NRC.

^$ Mr. Ratneshwar Prasad was appointed as the
Member of the Nomination and Remuneration
Committee w.e.f. August 19, 2024

RISK MANAGEMENT COMMITTEE

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Note -

$ Mr. Pushpangadan Mangari was appointed as the
Member of the Stakeholder Relationship Committee
w.e.f. August 19, 2024.

CORPORATE SOCIAL RESPONSIBILITY COM¬
MITTEE

During the financial year 2023-24, the Company
had incurred loss and thus Corporate Social
Responsibility (''CSR'') provisions are not applicable
to the Company. Thus, the Company is not required
to spend any amount on CSR activities during the
financial year 2024-25.

The CSR Policy is available on the website of the
Companywww.ramaphosphates.com

The Corporate Social Responsibility Committee
presently consists of the following Directors namely
Mr Haresh D. Ramsinghani - (Chairman of the

Committee)#, Mr. Brij Lal Khanna**, Mr. K. P
Sukthanker$ and Mr. Pushpangadan Mangari$.

Note -

** On reconstitution of the Corporate Social
Responsibility Committee (CSR) effective from
August 19, 2024, Mr. Brij Lal Khanna ceased to be
Chairman of the CSR Committee and was
designated as only Member of the CSR Committee.

# On reconstitution of the Corporate Social
Responsibility Committee (CSR) effective from
August 19, 2024, Mr. Haresh D Ramsinghani -
Member of the CSR Committee was designated as
Chairman of the CSR Committee.

~~ Mr. Kailasam. Raghuraman ceased to be the
Independent Director of the Company upon
completion of his second term of five consecutive
years on September 24, 2024 and thus ceased to
be the Member of the Corporate Social
Responsibility Committee.

$ Mr. Kishore Sukthanker and Mr. Pushpangadan
Mangari were appointed as the Members of the
Corporate Social Responsibility Committee w.e.f.
August 19, 2024.

PARTICULARS OF LOAN, GUARANTEES AND
INVESTMENTS BY COMPANY

There were no loans or guarantees or investments
given/made by the Company under Section 186 of
the Companies Act, 2013 during the year ended
March 31, 2025.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

The Whistle Blower Policy has been uploaded on the

website of the Companywww.ramaphosphates.com
STATUTORY AUDITOR

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

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

There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in
their Report for the financial year ended 31st March,
2025. Further, the report of the Statutory Auditors
along with notes to schedules is a part of this Annual
Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the Board of
Directors on recommendation of Audit Committee,
have appointed M/s. Arun Agrawal & Co., Cost
Accountants (Firm Registration No. 001229) as the
Cost Auditors of the Company to conduct the audit of
cost records of certain products for the financial year
2025-26. M/s. Arun Agrawal & Co., being eligible,
have given his consent to act as the Cost Auditors of
the Company for the financial year 2025-26.

The remuneration payable to the Cost Auditors is
required to be placed before the Members in a
General Meeting for their ratification. Accordingly, a
resolution for seeking Members'' ratification for the
remuneration payable to M/s. Arun Agrawal & Co. is
included at Item No. 4 of the Notice convening the
40th Annual General Meeting.

INTERNAL AUDITORS

The Board of Directors of the Company have
appointed M/s. MKRK & Co, Chartered Accountants,
M/s. Pahadiya & Associates, Chartered Accountants,
M/s. K.L. Vyas & Co., Chartered Accountants and
M/s. Nyati Mundra & Co., Chartered Accountants to
conduct Internal Audit for the Plant locations at

Pune, Indore, Udaipur and Nimbahera units of the
Company, respectively. The scope of work of Internal
Auditors includes review of processes, operational
efficiency and effectiveness of systems and
processes and assessment of adequacy of internal
controls and safeguards apart from specific
operational areas as per the directions of the Audit
Committee. The findings of the Internal Auditor are
reviewed by the Audit Committee at each meeting
and corrective measures are taken from time to time
as per the directions of the Audit Committee.

SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Act and
Rules made thereunder M/s. Jignesh M. Pandya &
Co., Practicing Company Secretary (Membership
No. ACS 7346/CP No: 7318) had been appointed
as Secretarial Auditor of the Company to carry out
the Secretarial Audit for financial year 2024-25. The
report of the Secretarial Auditor for the financial year
2024-25 is enclosed as ''Annexure C'' to this Report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the
recommendation of Audit Committee approved
appointment of M/s. Ashok Patel & Associates,
Practicing Company Secretary (Certificate of
Practice No. 15326 and Peer Review Firm No. -
2092/2022), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of the
Company for a period of five (5) consecutive
financial years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Shareholders of
the Company at the ensuing AGM. Appointment of
Secretarial Auditor is included at Item No. 6 of the
Notice convening the 40th Annual General Meeting.

The Board places on record profound appreciation
for the valuable contribution by M/s. Jignesh M.
Pandya & Co., Practicing Company Secretary as the
Secretarial Auditor of the Company.

RELATED PARTY TRANSACTIONS

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

during the year under review with the Promoters,
Directors or Key Managerial Personnel. Accordingly,
the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable to the Company for financial
year 2024-25.

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

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

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

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

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

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in
the business operations of the Company for the
financial year ended March 31, 2025 to the date of
signing of the Directors Report.

PARTICULARS OF EMPLOYEES AND REMUN¬
ERATION

Disclosure pertaining to remuneration and other
details as required under Section 197of the Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as ''Annexure D''.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

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

SECRETARIAL STANDARDS

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

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

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material
departures;

b) They have selected such accounting policies
and have applied them consistently and made
judgments and estimates that are reasonable
and prudent, so as to give a true and fair view
of the state of affairs of the Company at the
end of the financial year and of the profit of the
Company for that period;

c) The directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;

d) They have laid down internal financial controls
to be followed by the Company and such
internal financial controls are adequate and
operating effectively; and

e) They have prepared the annual accounts on a
going concern basis;

f) They have devised proper systems to ensure
compliance with the provisions of all
applicable laws and such systems are
adequate and operating effectively.

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, the work performed by
the internal, statutory and secretarial auditors and
external consultants, including the audit of internal
financial controls over financial reporting by the
statutory auditors and the reviews performed by
management and the relevant board committees,
including the Audit Committee, the Board is of the
opinion that the Company''s internal financial
controls were adequate and effective during FY
2025.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all
the employees of the Company for their contribution
towards the Company''s performance. The Directors
would also like to thank the members, employee
unions, customers, dealers, vendors, suppliers,
bankers, various concerned government depar¬
tments & agencies and all other business associates
for their continuous support to the Company and
their confidence in its management.

For and on behalf of the Board of Directors

HARESH D. RAMSINGHANI
CHAIRMAN & MANAGING DIRECTOR

DIN: 00035416

Place: Mumbai
Date : May 14, 2025

---

Mar 31, 2024

The Directors hereby present their Thirty Ninth (39th) Annual Report on the performance of Rama Phosphates Ltd. (the Company) together with the Audited Financial Statements for the Financial Year (''FY) ended March 31, 2024.

As a leading player in Indian fertilizer industry, we are navigating through our own transformation, reforming, sharpening, and strengthening our portfolio of solutions and focusing on bringing about positive change at scale. While there is no silver bullet for all adversities, a collaborative ecosystem of all stakeholders can help solve and accelerate the changes that are required.

During the year under review your Company made all the efforts to face the heat and overcome all external adversities shoved on it. Throughout the year the Management remained steadfast in their commitments to excellence, adaptability and sustainable growth. Despite facing numerous challenges, your Company made efforts to best of its abilities to overcome external issues by demonstrating resilience with the determination of entire team.

This year was a challenging year for the Company due to external headwinds resulting in dampening of top-line and bottom-line subsequent to drastic downward revision in subsidy rates. It is pertinent to note that there was marginal softening of raw materials prices which could not be absorbed due to steep reduction in subsidy thus squeezing fertilizer EBITDA margins drastically.

DIVIDEND

The Board of Directors of your Company expressed their inability to recommend any dividend for the year under review in view of losses and also to conserve reserves for working capital as well as ongoing capex requirements.

FINANCIAL HIGHLIGHTS

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

f In Lakhs

FINANCIAL	YEAR ENDED	YEAR ENDED
RESULTS	31/03/2024	31/03/2023
Sales & Other Income	60417.73	87548.39
Profit /(Loss) Before Financial Charges & Depreciation	(1942.41)	7281.28
Less : Financial Charges	1281.81	806.87
Profit /(Loss) Before Depreciation & Amortisation	(3224.22)	6474.41
Less : Depreciation & Amortisation	896.84	988.42
Net Profit / (Loss) Before Tax	(4121.06)	5485.99
Tax Expenses
Current Tax	-	1365.78
Deferred Tax	(1014.35)	26.77
Earlier year Taxes	-	-
Net Profit / (Loss) After Tax	(3106.71)	4093.44
Profit After Comprehensive income / (expense) Adjustments	4558.29	4077.67

OVERALL FINANCIAL PERFORMANCE

Turnover and Profitability

This year is seasonally a bit lackluster for the industry. India, as a whole, received a below normal monsoon, 94% of the long period average for the first time in 4 years resulting in lower reservoir levels. This led to lower crop sowing affecting the plantings. This has resulted in overall reduction in production of SSP fertilizers in the country by 27% to f 44.44 lac MT in April - March 2024 from f 56.44 lac MT in April - March 2023.

Your Company has achieved Turnover of f 604.18 crore during the financial year 2024 against f 875.48 crore achieved in the financial year 2023. Loss before interest, depreciation, amortization and taxation reported at f 19.42 crore against profit of f 72.81 crore in the previous year. The net loss reported is f 31.07 crore in spite of reduced losses in Oil division operation.

Trade receivable level has been increased to 100 days from 62 days due to prevailing market structure whilst inventory turnover has marginally changed from 74 days to 119 days during the year. At the same time, subsidy outstanding stands at f 69.32 crore as against f 123.34 crore in previous year.

Increase in finance cost is reported at f 12.82 crore as against f 8.07 crore in previous year due to higher utilization of funds for operational activities.

Your Company''s operating segment consisting of:

• Fertilizers

• Chemicals (Acid)

• Micronutrients

• Edible oil

The overall reduction in financial results is mainly due to drastic reduction in subsidy in Rabi 2023 by 48.49% resulting in reduction of f 3332/- PMT against f 6872/- PMT. This have impacted high channel inventories in market valuation causing huge impact on overall business performance. Subsequent softening of international prices of raw material was not commensurate to subsidy reduction which impacted our operational viability. However, GOI gave respite by reintroducing freight subsidy for a shorter period during Nov 2023 to Dec 2023. In that challenging environment, Company took pragmatic views and kept manufacturing and selling activities on need base. In view of this, your Company achieved production of 3.65 lac MT against 4.08 lac MT in FY 2023. This also had great impact on non-absorption of our fixed costs.

Moreover, price volatility in raw material coupled with drastic reduction in subsidy could not be entirely passed on to the consumer due to market dynamics and thus could not off-set the higher expenses. There was also below average monsoon which caused lesser realization coupled with lowering of SSP volumes. However, w.e.f. 1st April, 2024, there is upward revision in subsidy amount by Rs.1264/-PMT.

At the same time, Sulphuric Acid production and sales has been increased as compared to previous year. In spite of quantitative improvement, due to lesser realization because of market situation, your Company could not able to generate commensurate revenue. There was slow down in downstream industries coupled with abundant quantity of Acid availability in the market, which made a great impact on financials of our chemicals (Sulphuric Acid) division also.

Micronutrients business brought in above par revenue and shown marginal increase in profits.

At Soya oil front, your Company could reduce losses to f 0.64 crore as against f 3.80 crore in previous year by improved performance.

Your Company made conscious efforts by taking austerity measures viz., cost cutting exercise, hard negotiation in raw material and engineering stores item procurement, check and control on stores inventory, improving operational efficiency etc.

During the year your Company demonstrated meticulous planning of production, import and logistics up to the last mile delivery so as to make SSP Fertilizers available to the farming community in our area of operations.

STRATEGIC INITIATIVES TO MITIGATE AND IMPROVE PERFORMANCE IN FY 2025

Our raw material procurement efficiency is one of the best that also helped us to maintain the momentum and overcome the challenging environment. Throughout the fiscal, your Company actively pursued strategic initiatives aimed at mitigating the impact of adverse market conditions and positioning itself for total growth. These initiatives include setting up of a new fertilizer plant at strategic location, automation of operations and focussing on value-added products. By taking proactive measures, your Company has been able to adapt to challenging market dynamics and lay the groundwork for sustainable long term success.

Your Company has entered into a Marketing tie-up

with the leading PSU, Hindustan Urvarak & Rasayan Ltd. (HURL) a leading Urea manufacturing Company for sale of our SSP fertilizers which boosted our marketing presence in eastern states where we had negligible presence till date.

Your Company has already obtained import and trading licence of DAP fertilizer which would be pursued in the ensuing FY 2025.

GoI has revised subsidy upward by f 1264/- PMT effective from April-24 and that Company is hopeful of improved performances in FY 2025.

The raw material costs that were shot up in between during the year has now mellowed down that will make us sail through comfortably and bring additional margins in FY 2025. The Company continues to take progressive steps by its sustainability journey.

With all above pragmatic steps, it is optimistic that your Company would reap benefits in the ensuing FY 2025.

AWARDS & ACCOLADES

Our Pune unit has been awarded with Best Manufacturing of SSP Plant - Runner Up for the year 2023 by the Apex body of the Industry, Fertilizer Association of India, New Delhi. This is the sixth award bestowed on our Company

a) SSP Fertilizer Division

We have manufacturing facilities at strategic locations in Madhya Pradesh, Rajasthan and Maharashtra. These units are catering to the major consumption area of Western region in the country in which about 60% of consumption takes place.

Your Company''s fertilizer products line include the following:

- Primary : SSP Fertilizer - Powder and

Granule

- Micronutrients : CalciN, Boron, Zinc

Sulphate and Magnesium Sulphate

- Organic : RamaPDM (Potash

derived from Molasses)

- Fortified : Boronated and Zincated

Zincated Boronated -(Sampurn)

Zincated Boronated with Magnesium

Our fertilizer brands “Girnar” and “Suryaphool”

are well-entrenched in the market and command good recall amongst farmers. Our plants at Indore, Pune, Udaipur and Nimbahera are achieving optimum production.

Your Company introduced SSP fortified with Zinc, fortified with Boron and also Zincated Boronated SSP and Zincated Boronated SSP with Magnesium were introduced in the market whilst mix micronutrients MH grade is also approved in the FCO.

Your Company is currently operating in eleven States and our brands, “Girnar” & “Suryaphool” are well-entrenched in the market and most sought after by farmers. The fortified fertilizer from our stable under “Sampurn” is prize-catch for your Company and its popularity is growing.

Your Company''s prime motto is to serve the farming community and our Company''s tag line is “Building Trust Together” and this mantra is practiced by your Company in letter and spirit. Our best of efforts are acknowledged by the apex body, FAI, New Delhi and that your Company is the recipient of Best Performance Award for six times till now in a decade. Your Company do not settle with this laurels and continuous efforts are going on for bettering the performance in the years to come.

b) Chemicals Division

- Sulphuric Acid and Derivatives viz., Oleum, CSA

Sulphuric acid is a basic chemical and widely used in fertilizers, detergents, pharma, defence, textiles, engineering, power, paper, dyes and intermediates etc. Moreover, it is also consumed in SSP fertilizer manufacturing as one of its raw material.

- Linear Alkylbenzene Sulfonic Acid (LABSA)

Your Company is establishing product marketability and the plant would be operated on need base.

c) Power Division - Self Generation Through TG

Your Company''s manufacturing units at Pune and Indore are termed as wholesome energy self-sufficient complex with overall capacity of 3.709 mW power generation. The waste heat generated (exo-thermic heat) during the process of Sulphuric Acid manufacturing

through DCDA technology s energized through Turbo Generator and that major power requirement of production activities including utilities are taken care of. This has also reduced our dependence on coal for Soya division.

Green Energy through Solar Power

Solar power plant is fully operational at Udaipur unit and generated 555401 kW units during the year. This has resulted in uninterrupted power supply to the unit and also achieved savings in energy bills.

d) Soya Division

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

Soya is given agro industry status by the Government and promotional activities are undertaken to increase acreage of cultivation under “Atmanirbhar Bharat” scheme.

Soya division has seed crushing capacity of 1.20 lac MT per annum along with refining of 30,000 MT per annum. For past few years your Company has been restricting to solvent extraction only.

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

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

e) Micro Nutrients

These products are specialized in nature to rejuvenate the depleting microorganisms in soil and thus enhance the yield and output of grains from the field and improve farmer''s income. The increased awareness among farmers for its use is giving impetus to growth of these products; hence your Company is giving due importance by doubling its production and sale during the year. Your Company produces wide range of products under this category viz., Magnesium

Sulphate (MgSO4), Mixed Micronutrients, Sulphur Dust, Zinc Sulphate, Mono - Hydrate 33% and Zinc Sulphate Hepta-Hydrate 21%. The promotional activities for consumption of these products are bringing in desired fruits. Such products are marketed through existing fertilizer dealer set up of 1800 nos. which gives an edge to your Company. Thus, your Company would enhance more focus on non-subsidized fertilizers also.

ON-GOING PROJECT

? Greenfield Fertilizer and Acid Project at Dhule

Your Company''s greenfield project at Dhule is expected to be onstream by FY 2025 in phased manner and fertilizers would be produced in the initial phase to meet demand of farming community.

AWARDS AND RECOGNITION

? FAI Best Manufacturing Award

Your Pune unit bagged Best Manufacturing award - Runner Up for 2023, which is the sixth one for the Company.

? NABL Accredited Quality Control Laboratory

NABL accreditation is obtained for all our three units at Indore, Udaipur and Nimbahera whilst Pune unit has already completed the requisite formalities for the same.

? BSE-2000 Index Rankings

As on 31st March, 2024, your Company achieved exponential growth in market cap by achieving 1794 ranking in BSE-2000 index with f 282.95 crore.

? NSE-2000 Index Rankings

Your Company''s shares have been listed on the National Stock Exchange (NSE) and are actively traded on the bourse and as on 31st March, 2024, achieved ranking at 1600 with market cap of f 284.15 crore.

? ISO ACCREDITATION

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

1. Quality Management System (QMS) - ISO

9001 : 2015 for “Total Customer Satisfaction”

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

3. Occupational Health & Safety Management System (OHSMS) - ISO 45001 : 2018 for “Personal Health & Safety of Management.”

The respective certificates have been received and periodic Gap analysis audit is undertaken.

AUTOMATION IN PRODUCTION PROCESS AND SAP

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

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

NEW PRODUCTS LAUNCHED DURING THE YEAR

Customized nutrient formulations tailored to specific soil and crop needs are becoming more common. In line with this trend, we have launched following new products devised by our in-house R&D team.

PRODUCT NAME	RAMAPDM	CALCI N	RAMABORON	SAMPURN with Mg
SEGMENT	Organic	Micronutrient	Micronutrient	Zincated Boronated SSP
TECHNICAL	Potash Derived from Molasses	Calcium Nitrate	Boron 20%	ZBGSSP with Magnesium
PACKING	50 Kg	25 Kg	1Kg, 500 gms	50 Kg

UPCOMING PRODUCTS - SOON TO BE LAUNCHED

We are looking at more of Fortification to our generic grades to be product and soil specific.

PRODUCT NAME	MICROGOLD - MH	UREAPHOS
SEGMENT	Mixed Micronutrients	Urea SSP
TEC HNICAL	Zn-Cu-Fe-Mn- B	Urea coated SSP
PACKING	10 Kg	50 Kg

PRODUCTS IN THE PIPELINE TAKING FINAL SHAPE TO PLUNGE IN THE MARKET

PRODUCT NAME	SEGMENT	TECHNICAL
RAMA BENTO - S	Micronutrient	Bentonite Sulphur
RAMA FERRO - S	Micronutrient	Ferrous Sulphate
RAMA COP PER - S	Micronutrient	Copper Sulphate
YET TO FINALISE	Biofertilizers	Under Shortlisting
YET TO FINALISE	Organic Fertilizer	City Compost

VISION FOR FUTURE

0 Consistency in Performance

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

of efficiency which is possible due to wide product mix portfolio and in-house power generation.

0 ? 1000 Crore League

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

0 Economies of Scale

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

0 Safety & Environment

Safety & Environment is given utmost importance in our daily operational activities by conducting periodic training, mock-drill etc. We also undertake sprinkling and spraying of water to control dusty atmosphere in the plant premises. Green Belt development is being given importance and is a continuing activity at all our plants.

0 De-Risking Measures

Multi-Product Portfolio: Fortified and customised fertilizers are being introduced in the market periodically. These products fall under non-subsidised category on which our marketing team make earnest efforts to increase sales volume.

Import & Trading of Product: Your Company is holding valid import license for DAP fertilizer, which would increase our product portfolio.

Integrated Plants: Co-generation of power is achieved in Sulphuric Acid plants activity at Pune and Indore which meet basic operational needs. At the same time, green energy solar power generation is achieved at Udaipur.

All above activities give a cutting-edge to our operations and become competitive.

0 Best Ethical Practices

The best ethical practices are being followed in all spheres of operations to provide quality products as per the need of the farming community.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT

TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), during the year, unpaid or unclaimed dividend amounting to ? 301,475.20 was transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Government of India.

Further, 40187 shares were transferred to the demat account of the IEPF Authority during the year in accordance with IEPF Rules, as the dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2024.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 stood at '' 1,767.43 lakhs. During the year under review, there is no change in the Share Capital of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

adequate and commensurate with the size of the Company and nature of its business.

CHANGE IN NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

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

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as ‘Annexure A’ to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board presently consists of Mr. Haresh D. Ramsinghani (DIN - 00035416) - Chairman and Managing Director, Mr. Kailasam Raghuraman (DIN

- 00320507) - Independent Director, Mr. Ashish Kumar Thakur (DIN - 00031778) - Independent Director, Mrs. Nilanjana H. Ramsinghani (DIN -01327609) - Non-Executive Women Director , Mr. Brij Lal Khanna (DIN - 00841927) - Independent Director, Mr. Ratneshwar Prasad (DIN -10625105)

- Independent Director, Mr. Pushpangadan Mangari (DIN - 01667572) - Independent Director and Mr. Kishore Sukthanker (DIN - 10611925) - NonExecutive Director.

Mr. Deonath Singh (DIN 00021741), erstwhile NonExecutive Independent Director of the Company, left for heavenly abode on March 08, 2024. Late Mr. Deonath Singh was associated with the Company since long and played a key role in all the board deliberations and sad demise of Late Mr. Deonath Singh is an irreparable loss to the Company. The Board of Directors express their deep condolences and pay tribute to the late Mr. Deonath Singh. The Board places on record profound appreciation for his valuable contribution in channelising the growth and development of the Company.

Mrs. Nilanjana H. Ramsinghani (DIN 01327609), Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

The Board of Directors at their meeting held on May 30, 2024 based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following appointments,

respectively, to the Board of Directors of the Company, subject to the approval of the Shareholders (through postal ballot process) of the Company -

(i) Appointment of Mr. Ratneshwar Prasad (DIN -10625105) as an Additional Independent Director of the Company for a period of two years with effect from May 30, 2024 to May 29, 2026.

(ii) Appointment of Mr. Pushpangadan Mangari (DIN - 01667572) as an Additional Independent Director of the Company for a period of one year with effect from May 30, 2024 to May 29, 2025.

(iii) Appointment of Mr. Kishore Sukthanker (DIN - 10611925) as an Additional Non-Executive Director of the Company.

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

DECLARATION FROM DIRECTORS

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

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

BOARD EVALUATION

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

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

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

NUMBER OF MEETINGS OF BOARD

During the year under review, 4 (Four) meetings of the Board of Directors were held on May 18, 2023; August 14, 2023; November 9, 2023 and February 12, 2024.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

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

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination & Remuneration Committee comprises of the following Directors viz., Mr. Kailasam Raghuraman (Chairman of the Committee), Mr. Brij Lal Khanna and Mr. Haresh D Ramsinghani. The Nomination &

Remuneration Committee framed a policy for selection and appointment, re-appointment, removal, appraisals of Directors and Senior Management.

RISK MANAGEMENT COMMITTEE

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended March 31, 2024, the Company incurred CSR Expenditure of ? 147.03 lakhs. The CSR initiatives of the Company were initiated under the areas of health & hygiene, community development, education, safe drinking water, sports and vocational training and detailed requirement as per Section 135 of the Companies Act, 2013 have been set out in ‘Annexure D’ to this report.

The CSR Policy is available on the website of the Company www.ramaphosphates.com

The Corporate Social Responsibility Committee presently consists of the following Directors namely Mr. Brij Lal Khanna - (Chairman of the Committee), Mr. Haresh D. Ramsinghani and Mr. K. Raghuraman.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

There were no loans or guarantees or investments given/made by the Company under Section 186 of the Companies Act, 2013 during the year ended March 31, 2024.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

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

STATUTORY AUDITOR

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

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

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the financial year ended 31st March, 2024. Further, the report of the Statutory Auditors along with notes to schedules is a part of this Annual Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on recommendation of Audit Committee, have appointed M/s. Arun Agrawal & Co., Cost Accountants (Firm Registration No. 001229) as the Cost Auditors of the Company to conduct the audit

of cost records of certain products for the financial year 2024-25. M/s. Arun Agrawal & Co., being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2024-25.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members'' ratification for the remuneration payable to M/s. Arun Agrawal & Co. is included at Item No. 3 of the Notice convening the 39th Annual General Meeting.

INTERNAL AUDITORS

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

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made thereunder M/s. Jignesh M. Pandya & Co., Practicing Company Secretary (Membership No. ACS 7346/CP No: 7318) have been appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for financial year 2024-25. The report of the Secretarial Auditor for the financial year 2023-24 is enclosed as ‘Annexure C’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered with Related Parties for the year under review were on an arm''s length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Accordingly, the disclosure of related party transactions as

required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023-24.

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

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

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

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

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

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company for the financial year ended March 31, 2024 to the date of signing of the Directors Report.

PARTICULARS OF EMPLOYEES

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

SECRETARIAL STANDARDS

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

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

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profits of the Company for the financial year ended March 31, 2024;

c) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

HARESH D. RAMSINGHANI CHAIRMAN & MANAGING DIRECTOR

DIN: 00035416

Place: Mumbai Date : May 30, 2024

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Mar 31, 2018

DIRECTOR''S REPORT

Dear Members,

Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company is as under: (Rs in Lacs)

FINANCIAL RESULTS	YEAR ENDED 31/03/2018	YEAR ENDED 31/03/2017
Sales & Other Income	37700.89	38570.91
Profit Before Financial Charges & Depreciation	1911.87	2429.41
Less: Financial Charges	774.45	831.89
Profit Before Depreciation	1137.42	1597.52
Less : Depreciation	323.09	338.28
Net Profit Before Tax	814.33	1259.24
Tax Expenses
Current Tax	317.07	341.86
Deferred Tax	(28.78)	63.40
Tax For Earlier Years	(13.12)	3.85
Net Profit Before Adjustments	539.16	850.13
Profit After Comprehensive income / (expense) Adjustments	547.67	806.12

Note: The above figures are extracted from Standalone Financial Statements as per Ind- AS. For the purpose of transitioning to Ind- AS, the Company has followed guidance prescribed in Ind- AS 101, "First Time Adoption of Indian Accounting Standards", with effect from April 1, 2016, as the transition date.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 stood at Rs 1,767.43 Lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

DIVIDEND

Your Directors have recommended a dividend of Rs1/- (Rupee one) per equity share ofRs10/- each fully paid up for the financial year 2017-18. The dividend if declared by the members at the 33rd Annual General Meeting to be held on 27th September, 2018, will be paid on or before 10th October, 2018.

REVIEW OF OPERATIONS :

FERTILIZERS AND CHEMICALS DIVISION

Your company is diversified, multi-location and multi-product and manufactures Phosphatic and Fortified fertilizers, Micronutrients, Sulphuric Acid, Soyaoil etc., thus, your company offers all products in single basket for the convenience of farmers. Your company is in existence since three decades and serving farming community. The unit wise manufacturing activities are given below:

SI. No.	Name of Unit	Products Manufactured	Remarks and usages
1.	Indore	Single Super Phosphate - Powder & Granulated	Base phosphatic fertilizer for common use. Also contains Sulphur and Calcium
		Fortified - Boronated Single Super Phosphate - Powder & Granulated	Value added nutrient Boron helps in complete development of crops and its roots.
		Fortified - Zincated Single Super Phosphate - Powder & Granulated	Value added nutrient Zinc increases yield through proper use of Nitrogen and Sulphur
		Soil Conditioner	It contains Calcium, Sulphur and Magnesium to increase chlorophyll in crop. Keeps soil loose and fertile
		Sulphuric Acid 98% (backward integration)	For industrial and Pharma use
		Magnesium Sulphate	Used for increasing yield of fruits, flowers etc.

SI. No.	Name of Unit	Products Manufactured	Remarks and usages
2.	Pune	Single Super Phosphate - Powder & Granulated	Base phosphatic fertilizer for common use. Also contains Sulphur and Calcium
		Fortified - Boronated Single Super Phosphate - Powder & Granulated	Value added nutrient Boron helps in complete development of crops and its roots.
		Fortified - Zincated Single Super Phosphate - Powder & Granulated	Value added nutrient Zinc increases yield through proper use of Nitrogen and Sulphur
		NPK - Mixed fertilizers of various grades	Used for different type of soils to replenish nutrients in soil
		Sulphuric Acid 98% (backward integration)	For Industrial and Pharma use
		Oleum 23%	For manufacturing Explosives
3.	Udaipur	Single Super Phosphate - Powder & Granulated	Base phosphatic fertilizer for common use. Also contains Sulphur and Calcium
		Fortified - Boronated Single Super Phosphate - Powder & Granulated	Value added nutrient Boron helps in complete development of crops and its roots.
		Fortified - Zincated Single Super Phosphate - Powder & Granulated	Value added nutrient Zinc increases yield through proper use of Nitrogen and Sulphur
		PROM (Third-party manufacturing)	To improve soil fertility. Base of Vermi and City compost with phosphate rich organic manure

Your Company have established fertilizer brands, "Girnar" and "Suryaphool" in the 12 states of operation in central, western and northern India through extensive dealers network with brand recall amongst the farming community at its best over the period of operations. This could be achieved by serving the farming community with quality and timely delivery of material. In order to capitalize on strong brand image of "Gimar" and "Suryaphool" we extended our product line to micronutrients with the existing dealers network. We shall endeavor to achieve exponential growth in the years to come.

As per the nutrient based policy (NBS), Government of India(GOI) effected upward revision in subsidy payable to the industry effective 1st April, 2018. Based on the international price trends, the upward revision is effected by the GOI authorities. The current revision is the first major hike in the last 7 years since the introduction of nutrient subsidy policy in 2010.

Date of Notification	Subsidy amount pmt (in Rs)	Difference (in Rs)
1st May 2010	4400
1st December 2010	4296	104
5th May 2011	5359	1063
29th March 2012	3673	1686
3rd May 2013	3173	500
3 1st March 20 14	3173	0
25th June 20 15	3173	0
30th March 2016	2343	830
17th April 2017	2166	177
18th April 2018	2734	568

Fertilizer Division

Your Company envisages regular growth in terms of volume and value as a prime motto. This is vouched by our feat of consecutive FAI awards for 3 years for best performance on all-India basis in the recent past amongst 100 plus units. In the year under review, your company has achieved 75% of capacity utilization against 36.6% industry average. This performance was achieved in challenging business environment marked by increase in raw material prices and competitive pressures emanating from domestic players. It may further be noted that this performance was made possible largely through operational excellence with relentless focus on optimizing the costs, efficiencies and norms and serving of customers efficiently.

Moreover, your Company focused on manufacture and sale of nutrient value-added fortified fertilizers namely Boronated and Zincated to provide solutions to farming community and overcome nutrients imbalances due to overuse of one particular fertilizer. We are glad to inform that within a span of three years of introduction of Boronated SSP in the market, your Company have achieved the highest market share of 45% in the country.

Your Company achieved total sale of 3.16 lac MT fertilizer during the year 2017-18 which translates into 8.15% on All-India basis whilst it is 10.62% in our actual area of operating states against production of 3.56 lac MT during this year under review.

To improve topline and bottom line and also to increase the products list in our basket, we commissioned Magnesium Sulphate and Zinc Sulphate plants at Indore unit.

Our expansion spree is on-going and new products are on anvil.

Soya division:

SOYA DIVISION

SI. No.	Name of Unit	Products Manufactured	Remarks and usages
1.	Indore	Soya Bean Oil	Used as a cooking oil and it has very good emulsifying ability with PUFA
		Soya Meal (Soya De-Oiled Cake)	Rich in protein and nutritious. Mainly used as cattle feed & poultry feed
		Soya Liquid Lecithin	Mainly used as a emulsifier or binding agent having antioxidant and flavor protector

With the favourable industry-friendly policies introduced by both the State and Central Goverment like "Bhavantar scheme" and increase in import duty on oil to safeguard the domestic industries with simultaneous increase in incentive on export of soya meals (DOC), your company operated the oil division at optimum capacity and crushed 25,183 MT of Soya seed against 15,055 MT in the previous year and achieved 67% quantum jump in soya crushing. In view of prevailing favourable conditions, more thrust will be given to oil division this year so as to maintain the tempo and increase our crushing. Your Company increased its thrust and focus on achieving optimum utilization of Solvent extraction unit at Indore and thus improve its operational viability.

Overall Financial Performance:

The overall income achieved is Rs 37700.89 lacs during 2017-18, against Rs 38570.91 lacs in 2016-17. This is mainly due to decrease in turnover of fertilizer division. The consolidated PBIDT reported at Rs 1911.87 lacs as against Rs 2429.41 lacs in the previous year. Despite various challenges viz. Subsidy shift to DBT process, monsoon was below average in most of the company''s operational areas of Madhya Pradesh and Maharashtra, sales acknowledgment through POS machines, continuous increase in fuel prices, delay in subsidy disbursement & blockage of working capital in subsidy, implementation of GST, the company could able to maintain consistently positive results since last 3 years. The net profit of the company for 2017-18 is Rs 539.16 lacs against Rs 850.13 lacs in 2016-17 mainly due to decrease in sales volume of fertilizer and also increase in sulphur prices coupled with an increase in selling & distribution cost.

Financial cost has been reduced from Rs 831.89 lacs to Rs 774.45 lac which is mainly due to reduction in bank interest rate based on continuously good performance of company. We have been assigned with BBB- (Triple B, Minus) with Stable outlook for long-term bank facilities by CARE ratings.

Depreciation has been marginally reduced from Rs 338.28 lacs to Rs 323.09 lacs.

The trade receivable has been reduced from Rs 7423.34 lacs to Rs 5642.67 lacs. Similarly subsidy has also been reduced from Rs 10392.71 lacs to Rs 6992.38 lacs. At the same time, trade payable is also substantially reduced from Rs 9196.40 lacs to Rs 7481.32 lacs. Thus, current ratio has been improved from 1.57 to 1.72.

Turnover of fertilizer division has been decreased to Rs 29564.66 lacs from Rs 33800.49 lacs mainly due to sales volume decreased by 12.53% as compared to previous year. It is because of overall demand of fertilizer reduced in MP & Maharashtra States due to partial drought condition during the year.

The main highlight of oil division is turnaround achieved during the F. Y 2017-18 with increase in turnover from Rs 4407.3 8 lacs to 7940.47 lacs and your company earned net profit before tax of Rs 118.67 lacs from the operation as against loss of Rs 307.15 lacs in previous year.

ISO Accreditation:

Fertilizer Division has conformed with the requirements of ISO 9001 : 2015 and the same is periodically renewed. EXPANSION ACTIVITY:

Indore Unit : During the year, company has started production of Micronutrient (Magnesium Sulphate) and same has been well accepted in market. At the same time, company has already started working to utilize huge idle land bank of Indore unit by planning to set-up new sulphuric acid plant.

Udaipur : Planned to start in house manufacturing of Phosphate Rich Organic Manure (PROM - organic manure). Also, planned to manufacture Linear Alkyl Benzene (LABSA).

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2018.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

CHANGE IN NATURE OF BUSINESS

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

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

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this Report.

BOARD EVALUATION

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

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

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

DIRECTORS

The Board consists of Mr. H. D. Ramsinghani (DIN: 00035416), Mr. D. J. Ramsinghani (DIN: 00013633) Mr. D. N. Singh (DIN: 00021741), Mr. K. Raghuraman (DIN: 00320507), Mr. A. K. Thakur (DIN: 00031778), Mrs. N. H. Ramsinghani (DIN:01327609), Mr. N. R. Joshi (DIN:03574604) and Mr. Sunil Kumar Vohra (DIN: 07926507).

Mrs. N.H. Ramsinghani (DIN: 01327609), Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

Mr. D. J. Ramsinghani was Chairman & Managing Director of the Company upto 31.03.2018 and ceased to be the Chairman & Managing Director due to expiry of his tenure and has continued to hold the office as Non-executive Director of the Company and due to such cessation, Mr. H. D. Ramsinghani''s designation is changed from Vice Chairman and Joint Managing Director to Chairman and Managing Director.

Mr. D. J. Ramsinghani, Non executive Director of the Company being more than 75 years of age requires approval of the shareholders for continuation to hold the position of the non-executive Director with effect from 01.04.2019 as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The resolution giving effect to the same is placed for members approval in Annual General Meeting.

Mr. A. K. Thakur, Non executive Independent Director of the Company being more than 75 years of age requires approval of the shareholders for continuation to hold the position of the non-executive Director with effect from 01.04.2019 as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The resolution giving effect to the same is placed for members approval in Annual General Meeting.

Mr. D. N. Singh, Non executive Independent Director of the Company being more than 75 years of age requires approval of the shareholders for continuation to hold the position of the non-executive Director with effect from 01.04.2019 as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The resolution giving effect to the same is placed for members approval in Annual General Meeting.

NUMBER OF MEETINGS

During the year ended March 31, 2018, four Board Meetings & the Annual General Meeting (AGM) were convened & held. The details of these Meetings are as under:

Dates on which the Meetings were held	Total Strength of the Board	No. of Directors Present
18/05/2017	8	7
13/09/2017	8	6
30/11/2017	8	7
02/02/2018	8	6
28/09/2017(AGM)	8	3

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

There were no loans or guarantees or investments given/made by the Company under Section 186 of the Companies Act, 2013 during the year ended March 31,2018.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The whistle Blower Policy has been uploaded on the website of the company (www.ramaphosphates.com). NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee presently consists of the following Directors namely Mr. K. Raghuraman - Chairman, Mr. D.N. Singh and Mrs. N. H. Ramsinghani.

The Nomination and Remuneration Committee meeting was held on May 18, 2017.

RISK MANAGEMENT COMMITTEE

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

As per Regulation 21 (5) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Risk Management Committee is applicable to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Hence not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society at large.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mr. D.N. Singh - Chairman, Mr. H.D. Ramsinghani and Mr. K. Raghuraman. This Committee had framed Corporate Social Responsibility Policy and the same was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

The calculation of CSR expenditure is tabulated below: (? in Lacs)

Particulars	F.Y. 2014-15	F.Y. 2015-16	F.Y. 2016-17	Total
Total Profit / (Loss) for the year as per Section 198	(953.61)	813.00	1,159.74	1,019.13
Average Profit				339.71
2 % of average profit (CSR Expenditure)				6.79

During the financial year under review, the Management could not spend the stipulated amount towards CSR due to:-

Our proposal for enhanced working capital is still under process and also huge funds of realization of subsidy amount got stuck under government formalities. These factors posed a great challenge to the company in executing various CSR activities.

Moreover, due to severe drought like conditions, there was huge pile up of stock and the sale of entire produce could not be materialized. This has resulted in delay in realization of funds from the market.

In spite of our willingness, we could not spend adequately under CSR due to aforesaid reasons and reduced cash flow in the system during the year. However, we shall ensure that due care will be taken in the subsequent years.

INTERNALAUDITORS

The Board of Directors of the Company have appointed M/s. Mhalgi Kulkami & Associates, Chartered Accountants, M/s. Khandelwal Pahadia Agrawal & Co., Chartered Accountants, M/s. K.L. Vyas & Co., Chartered Accountants to conduct Internal Audit of the Company.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirement), the Company has constituted an Audit Committee comprising of the following Directors viz. Mr. K. Raghuraman (Chairman), Mr. D.N. Singh, Mr. A.K Thakur and Mr. H. D. Ramsinghani. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm''s length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2103 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

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

STATUTORY AUDITORS

At the Annual General Meeting held on September 28, 2016, M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm Registration no: W100084), were appointed as statutory auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting.

AUDITORS REPORT

M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm Registration no: W100084) have issued Auditors Report for the Financial Year ended March 31,2018 and there are no qualifications in Auditors Report.

COST AUDIT

The Board of Directors on recommendation of Audit Committee, has appointed Mr. R.S. Raghavan as the Cost Auditor for carrying out the Audit of Cost Accounting Records in respect of i) manufacturing of Chemicals (Sulphuric Acid), ii) Fertilizer and iii) Edible Oil for Plant locations at Indore, Pune and Udaipur for the financial year 2018-19 on remuneration of Rs 2,00,000/- (Rupees Two Lacs) per annum plus reimbursement of out of pocket expenses.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in AGM for their ratification. Accordingly, a resolution for seeking Members ratification is included at item no. 4 of the Notice convening the AGM.

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

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

SECRETARIAL AUDITOR REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. Jignesh M Pandya, Practicing Company Secretary (C.P.No: 7318) as Secretarial Auditor to conduct Secretarial audit of the company for the Financial year ended on March 31, 2018. Secretarial Audit Report issued by Mr. Jignesh M Pandya Practicing Company Secretary in form MR-3 is enclosed as Annexure - C to this report.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2018 to the date of signing of the Directors Report.

PARTICULARS OF EMPLOYEES

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

DISCLOSURES UNDER SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

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

	For and on behalf of the Board
	HD. RAMSINGHANI
Place: Mumbai	CHAIRMAN & MANAGING DIRECTOR
Date: July 30,2018	DIN: 00035416

ANNEXURE ''A'' TO DIRECTORS'' REPORT

Form No. MGT-9 EXTRACT OF ANNUAL RE TURN

As on the financial year ended on 31/03/2018 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:
i)	CIN	L24110MH1984PLC033917
11)	Registration Date	03/09/1984
in)	Name of the Company	Rama Phosphates Limited
IV)	Category/ Sub Category of the Company	Public Company /Limited by Shares
v)	Address of Registered office and contact details	51-52, Free Press House, Nariman Point, Mumbai-400021, Maharashtra Tel: 022 - 22833355, Fax: 022 - 22049946
VI)	Whether shares listed on recognized Stock Exchange(s)	Yes
vii)	Name, Address and contact details of Registrar & Transfer Agent, if any	Link Intime India Private Limited C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083, Maharashtra Tel: 022 - 49186270, Fax: 022 - 49186000

IL PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

SN	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Single Super Phosphate	20129	60.28%
2	Sulphuric Acid & Oleum	20112	14.08%
3	De Oiled Cake	10406	12.25%

IH. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being fllledl

SN	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY / ASSOCIATE
1	NIL	N.A.	N.A.

TV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	62	-	62	0.00	62	-	62	0.00	-
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt (s)	-	-	-	-	-	-	-	-	-
d) Bodies Corporate	3219939	-	3219939	18.20	3219939	-	3219939	18.20	-
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Sub-total (A)(l)	3220001	-	3220001	18.20	3220001	-	3220001	18.20	-
(2) Foreign
a) NRI Individuals	-	-	-	-	-	-	-	-	-
b) Other-Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corporate	10049755	-	10049755	56.80	10049755	-	10049755	56.80	-
d) Banks/FI	-	-	-	-	-	-	-	-	-

e) Any Other	-	-	-	-	-	-	-	-	-
Sub-total (A) (2)	10049755	-	10049755	56.80	10049755	-	10049755	56.80	-
Total shareholding of Promoter (A) = (A) (1) (A)(2)	13269756		13269756	75.00	13269756		13269756	75.00
B. Public Shareholding
1. Institutions
a) Mutual Funds	-	5320	5320	0.03	-	5320	5320	0.03	-
b) Banks / FI	-	6320	6320	0.04	-	6320	6320	0.04	-
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g)FIIs	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(l)	-	11640	11640	0.07	-	11640	11640	0.07	-
2. Non-Institutions
a) Bodies Corporate
i) Indian	1525847	31819	1557666	8.80	1361915	7899	1369814	7.74	(1.06)
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital upto ? 1 lakh	1320746	357247	1677993	9.48	1204892	350287	1555179	8.79	(0.69)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	910434		910434	5.15	1270096		1270096	7.17	2.02
c) Others (specify)	-	-	-	-	-	-	-	-	-
Non Resident Indians (Non-Repatriable)	6925	-	6925	0.03	6997	-	6997	0.03	-
Non Resident Indians (Repatriable)	23470	51920	75390	0.43	21249	51280	72529	0.41	(0.02)
Overseas Corporate Bodies	-	-	-	-	-	-	-	-	-
Foreign Nationals	-	-	-	-	-	-	-	-	-
Clearing Members	43326	-	43326	0.24	13814	-	13814	0.08	(0.16)
HUF	140083	-	140083	0.79	123388	-	123388	0.70	(0.09)
Foreign Bodies - D R	-	-	-	-	-	-	-	-	-
Sub-total (B)(2)	3970831	443746	4411817	24.93	4002351	409466	4411817	24.93	-
Total Public Shareholding (B)=(B) (1) (B)(2)	3970831	455386	4423457	25.00	4002351	421106	4423457	25.00
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)	17240587	452626	17693213	100.00	17272107	421106	17693213	100.00	-

ii) Shareholding of Promoter -

SN	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares
1	Daulat J. Ramsinghani	60	0.00	Nil	60	0.00	Nil	Nil
2	Haresh D. Ramsinghani	2	0.00	Nil	2	0.00	Nil	Nil
3	Blue Lagoon Investments Private Limited	552	0.00	Nil	552	0.00	Nil	Nil
4	Jupiter Corporate Services Private Limited	3219387	18.20	Nil	3219387	18.20	Nil	Nil
5	Indo - US Investments Inc.	-	-	-	-	-	-	-
6	NRI Investors Inc.	-	-	-	-	-	-	-
7	Indus Investments Inc.	-	-	-	-	-	-	-
8	Silver Eagle Inc	10049755	56.80	51.00	10049755	56.50	51.00	Nil
	Total	13269756	75.00	51.00	13269756	75.00	51.00	Nil

iii) Change in Promoters'' Shareholding (please specify, if there is no change)

Sr No.		Shareholding at the beginning of the year		Cumulative Shareholding at the end of the year
		No. of Shares held	% of Total Shares of the Company	No. of Shares held	% of Total Shares of the Company
	At the beginning of the year	13269756	75	13269756	75
	Date wise increase / Decrease in Promoters shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bouns / sweat equity etc)	No Change in Promoters Shareholding during the year
	At the end of the year	13269756	75	13269756	75

iv) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs) :

Sr No.	Name & Type of Transaction	Shareholding at the beginning of the year - 2017		Transactions during the year		Cumulative Shareholding at the end of the year - 2018
		No. of Shares held	% of Total Shares of the Company	Date of Transaction	No. of Shares	No. of Shares held	% of Total Shares of the Company
1	DISHA INFIN CONSULTANTS PRIVATE LIMITED	230000	1.2999			230000	1.2999
	Transfer			22 Dec 20 17	230000	460000	2.5999
	Transfer			16Feb2018	223495	683495	3.8630
	AT THE END OF THE YEAR					683495	3.8630
2	S. SHYAM	280370	1.5846			280370	1.5846
	Transfer			23 Jun2017	155541	435911	2.4637
	AT THE END OF THE YEAR					435911	2.4637
3	SUBRAMANIANP.	204490	1.1558			204490	1.1558
	Transfer			07 Apr 20 17	4800	209290	1.1829
	Transfer			14 Apr 2017	6803	216093	1.2213
	Transfer			21 Apr 2017	10997	227090	1.2835
	Transfer			30Jun2017	1400	228490	1.2914
	Transfer			07Jul2017	2758	231248	1.3070
	Transfer			14M2017	1613	232861	1.3161
	Transfer			21 Jul2017	6159	239020	1.3509
	Transfer			28Jul2017	4832	243852	1.3782
	Transfer			04Aug2017	2362	246214	1.3916
	Transfer			04 Aug2017	456	246670	1.3942

	Transfer			18Aug2017	1800	248470	1.4043
	Transfer			25Aug2017	1980	250450	1.4155
	Transfer			01 Sep2017	1673	252123	1.4250
	Transfer			08Sep2017	1581	253704	1.4339
	Transfer			15Sep2017	3570	257274	1.4541
	Transfer			22Sep2017	5776	263050	1.4867
	Transfer			29Sep2017	5120	268170	1.5157
	Transfer			06Oct2017	1800	269970	1.5258
	Transfer			130ct2017	3520	273490	1.5457
	Transfer			20Oct2017	5400	278890	1.5763
	Transfer			27Oct2017	1650	280540	1.5856
	Transfer			10Nov2017	10950	291490	1.6475
	Transfer			17Nov2017	1800	293290	1.6576
	Transfer			24 No v 20 17	1025	294315	1.6634
	Transfer			08 Dec 2017	685	295000	1.6673
	Transfer			15 Dec 2017	1153	296153	1.6738
	Transfer			22 Dec 20 17	5237	301390	1.7034
	Transfer			29 Dec 2017	1950	303340	1.7144
	Transfer			05 Jan 20 18	2460	305800	1.7283
	Transfer			12 Jan 2018	2700	308500	1.7436
	Transfer			19 Jan 2018	2711	311211	1.7589
	Transfer			26 Jan 20 18	349	311560	1.7609
	Transfer			02Feb2018	6930	318490	1.8001
	Transfer			16Feb2018	900	319390	1.8052
	Transfer			23Feb2018	2160	321550	1.8174
	Transfer			23 Mar 20 18	1801	323351	1.8275
	AT THE END OF THE YEAR					323351	1.8275
4	NITREX LOGISTICS PVT LTD.	0	0.0000			0	0.0000
	Transfer			16Feb2018	230000	230000	1.2999
	AT THE END OF THE YEAR					230000	1.2999
5	ELATE INVESTMENTS & HOLDINGS PVT. LTD.	230000	1.2999			230000	1.2999
	AT THE END OF THE YEAR					230000	1.2999
6	PRAKASH JAIN	109665	0.6198			109665	0.6198
	AT THE END OF THE YEAR					109665	0.6198
7	HITECH STRUCTURE PVT. LTD.	50000	0.2826			50000	0.2826
	Transfer			17Nov2017	(50)	49950	0.2823
	Transfer			22 Dec 2017	(9431)	40608	0.2295
	AT THE END OF THE YEAR					40608	0.2295
8	TRIVEDI NILAM MAYANK	36862	0.2083			36862	0.2083
	Transfer			03Nov2017	(862)	36000	0.2035
	AT THE END OF THE YEAR					36000	0.2335
9	PRAKASH SURAJMAL JAIN	35359	0.1998			35359	0.1998
	AT THE END OF THE YEAR					35359	0.1998
10	LRSD SECURITIES PVT. LTD.	0	0.0000			0	0.0000
	Transfer			16 Mar	29860	29860	0.1688
	AT THE END OF THE YEAR					29860	0.1688
11	KAMAL TEA PROCESS AND PACKAGING PVT. LTD.	230000	1.2999			230000	1.2999
	Transfer			16Feb2018	(230000)	0	0.0000
	AT THE END OF THE YEAR					0	0.0000
12	OPTICAL DISC MARKETING INDIA PVT. LTD.	230000	1.2999			230000	1.2999
	Transfer			22 Dec 20 17	(230000)	0	0.0000
	AT THE END OF THE YEAR					0	0.0000

13	DHAWALGIRI PROPERTIES PVT. LTD.	223495	1.2632			223495	1.2632
	Transfer			16Feb2018	(223495)	0	0.0000
	AT THE END OF THE YEAR					0	0.0000
14	SMART VALUE EQUISEARCH PVT. LTD.	82033	0.4636			82033	0.4636
	Transfer			12 May 2017	(82033)	0	0.0000
	AT THE END OF THE YEAR					0	0.0000
15	OJAS CONSULTING PVT. LTD	73508	0.4155			73508	0.4155
	Transfer			19 May 2017	82033	155541	0.8791
	Transfer			02 Jim 2017	(155541)	0	0.0000
	AT THE END OF THE YEAR					0	0.0000

v) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding		Transactions during the year			Cumulative Shareholding during the year
		No. of shares at the beginning (01-04-2017)/ end of the year (31-03-2018)	% of total shares of the company	Date	Increase/ Decrease in share--holding	Reason	No. of shares	% of total shares of the company
1.	Daulat J. Ramsinghani	60	-	01.04.2017	No Change	N.A.	60	0.00
		60	-	31.03.2018
2.	Haresh Daulat Ramsinghani	2	-	01.04.2017	No Change	N.A.	2	0.00
		2	-	31.03.2018
3.	Jambu Kumar Parakh	16	-	01.04.2017	No Change	N.A.	16	0.00
		16	-	31.03.2018

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount in Lacs)

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year (01.04.2017)
i) Principal Amount	5042.01	107.00	-	5149.01
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	0.36	2.43	-	2.79
Total (i ii iii)	5,042.37	109.43	-	5151.80
Change in Indebtedness during the financial year
* Addition	-	140.57	-	140.57
* Reduction	601.48	-	-	601.48
Net Change	601.48	140.57	-	460.91
Indebtedness at the end of the financial year (31.03.2018)
i) Principal Amount	4435.34	250.00	-	4685.34
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	5.59	-	-	5.59
Total (i ii iii)	4440.93	250.00	-	4690.93

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

SN.	Particulars of Remuneration	Name of MD/ WTD/ Manager		Total Amount (In Rupees)
		Chairman and Managing Director Upto (31.03.2018)	Vice Chairman and Joint Managing Director (w.e.f. 01.06.2017)
		Mr. D. J. Ramsinghani	Mr. H, D. Ramsinghani
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961	56,80,593	79,85,000	1,36,65,593
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	3,61,327	-	3,61,327
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-		-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	9,68,304	-	9,68,304
	- as % of profit
	- others, specify . . .
5	Others, please specify	4,60,800	15,000	4,60,800
	Company Cont. to P.P.			30,000
	Medical Benefit	15,000
	Total (A)	74,86,024	80,00,000	1,54,86,024
	Ceiling as per the Act

B. Remuneration to other directors

SN.	Particulars of Remuneration	Name of Directors				Total Amount (in Rupees)
1	Independent Directors	Mr. D. N. Singh	Mr. K Raghuraman	Mr. A. K Thakur	Mr. N. R. Joshi
	Fee for attending board / committee meetings	60,000	55,000	45,000	5.000	1,65,000
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (1)	60,000	55,000	45,000	5,000	1,65,000
2	Other Non-Executive Directors	Mr. R.K. Shrivastava (upto 08.09.2017)	Mr. H.D. Ramsinghani (Upto 30.05.2017)	Mrs. N.H Ramsinghani	Mr Sunil Kumar Vohra (w.e.f. 08.09.2017)
	Fee for attending board /committee meetings	-	50,000	20,000	-	70,000
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (2)	-	50,000	20,000	-	70,000
	Total Managerial Remuneration Total (B)=(l 2)	60,000	1,05,000	65,000	5,000	2,35,000

C. Remuneration To Key Managerial Personnel Other than MD / Manager / WTD

SN	Particulars of Remuneration	Key Managerial Personnel
		CS	CFO	Total Amount (in Rupees)
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	6,31,291	29,88,011	36,19,302
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	2,03,275	2,03,275
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	-	-	-
	- as % of profit	-	-	-
	others, specify . . .	-	-	-
5	Others, please specify	-	-	-
	HRA	1,72,800	4,92,000	6,64,800
	Conveyance	18,000	18,000	36,000
	LTA	1,04,200	-	1,04,200
	Medical	32,400	-	32,400
	Company Contribution to P.P.	51,840	1,47,600	1,99,440
	Total	10,10,531	38,48,886	48,59,417

VH. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY					------- ------- --------
Penalty			NTT -------- ------- "	___— ------- --------
Punishment	-------- •
Compounding	_____ --------
B. DIRECTORS					_______ -------
Penalty			>TTT -------------------	_ ------- ------- -------- ''
Punishment		______
Compounding
C. OTHER OFFICERS I	N DEFAULT				------- -----
Penalty				. ------- ------- --------	. ----- --------
Punishment		------- ------- --------	_____ ------ - NIL "
Compounding	___

ANNEXURE ''B'' TO DIRECTORS'' REPORT

The Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014:

I. CONSERVATION OF ENERGY :

A. Energy conservation measures taken:

Following Energy conservation measures were taken during the financial year 2017-18.

a. Single Super Phosphate Plant:

1. Procurement of Dry Rock Phosphate to avoid fuel consumption for Rock drying in SSP manufacturing.

2. At Udaipur the Dyno Drive (EDDY CURRENT Drive) is replaced for table feeder thus reducing the power consumption. Also in Scrubber section 75 HP pump for circulation is replaced with 20 HP pump.

3. Installation of modified elevated truss and purlin over the top of screens and Chain Mill area & fitting of transparent sheets in SSP/ GSSP shed to reduce electrical lighting during daytime hours.

4. Replacement of all control and power cables for EOT in one of the cranes to reduce the power consumption.

b. Sulphuric Acid Plant (SAP) :

1. Optimum of TG power generation done at both the sulphuric acid Plants at Pune & Indore with close process parameters monitoring.

2. Manual sulphur feeding system has been converted into mechanized feeding system in SAP at both the Sulphuric acid Plants at Pune & Indore along with VFD for controlling of required quantity of sulphur feed so as to maintain the constant molten sulphur temperature and ultimately reduction in steam loss.

3. Refurbishment of insulation of some critical equipment in SAP along with construction of temporary monsoon shed to minimize stoppages of acid plant during rainy season due to the gas leakages resulting at least 500 MT worth loss of acid production and huge caustic soda consumption for operation of pollution control equipments during monsoon season.

4. Replaced 9,600 Litre quantity of low activity catalyst with high activity catalyst for improving conversion & reduction of pressure drop to increase daily production with PMT Power saving.

5. At Pune Unit replacement of 4 Nos. of Mist Eliminators, 2 Nos. for Drying Tower and 2 Nos. for Final Absorption Towers along with modified design of acid distributors in FAT for pressure drop reduction with PMT power saving.

5. Outdated PLC and HMI panel replaced by advance and modified version panel to reduce the frequent stoppage of turbine and ultimately energy conservation for operation of plant.

6. In Indore, twin blower system installed to regulate SAP production profile now ranging from 150 TPD to 275 TPD in near future with 1 blower connected to VFD unit for RPM /Air feed control with power saving.

7. 70 meter running length of 1000 mm diameter MS ducting replaced with new ducting for avoiding breakdowns of SAP due to leakages from old ducts.

8. All environmental arrangements strengthened including efficient operation of Tail end Alkali scrubber to safeguard nearby crops & habitat.

c. GSSP and NPK Plants:

1. Recycle in the process of Granulation has been reduced by increasing the rate of production having some modification in vibrating screens. This has helped in minimizing the fuel consumption as well as power consumption.

2. Regular monitoring of consumption of coal through Operators / Managers by installing tripping device and hooter to maintain the minimum and maximum temperature required at Coal Furnace Outlet for proper operation of plant.

3. Installation of one Bucket Elevator as standby equipment for raw material feeding. This is helping us to reduce the breakdown hours in NPK plant ultimately energy saving / conservation against frequent stoppage of plant.

d. Miscellaneous:

1. In Pune & Udaipur replacement of LED light in place of conventional tube lights CFL lights in Office Building / Admin Building completed.

2. Installation of on-line liquid effluent measuring flow meters in SSP as well in ETP plant to monitor the quantified liquid / effluent usage and to maintain the Zero Liquid Discharge.

3. Installation of PTZ cameras at factory outlet and facing all the stacks for better operation of plant and to maintain parameters as per CPCB in all the three units.

B. Additional investment proposals, if any, being implemented for reduction in consumption of energy :

1. To install higher efficiency motors in Sulphuric Acid plant, SSP & GSSP plant for minimizing power consumption including replacement of old motors for Blower, APT, PHE, Cooling Tower, etc. in Pune & Indore Unit.

2. To install higher efficiency motors in GSSP plants ranging from 5 HP to 20 HP for various equipments to reduce the power consumption per MT.

3. To replace with LED lights in place of conventional tube lights / CFL lights in all the three plants including street light and crane shed.

4. We are also planning to replace conventional serpentine cooler (double pipe head exchanger) for oleum with PHE / Shell and tube type Heat Exchanger, this may help us to maintain the Zero Liquid Discharge and smooth operation of Oleum Plant and ultimately energy conservation in Pune plant.

5. At Pune, we are proposing to install 125 m3/day capacity R.O. Plant and up-gradation of water treatment plant, which will help us to increase the output of DM and Softening plant.

6. Installation compact sonale unit by replacing existing CT-PT and 4 pole structure for HT line, which will help us to reduce the electrical breakdowns in HT line at Pune.

7. At Indore, we plan to install 1000 KVA Solar Energy system with Opex model to reduce MPSEB monthly bill.

8. Introduction of Oleum 23-27 % with 50 TPD plant to be installed in Indore.

9. To control SO2 emission losses causing costly raw material Sulphur consumption norms, new re-tubing of one of CHE tubes in existing SAP at Indore unit.

10. The construction of new shed to store packed or loose material in plant enhanced the working of packing and material availability during season to reduce shifting cost and fuel consumption.

11. At Udaipur, we have planned out change of the 250 Watt HPMV lamps replacement with the 60 Watt LED lights in factory area.

C. Impact of measures at (A) and (B) above for reduction of Energy Consumption and consequent impact on the cost of production of goods:

All above actions have resulted in good control on cost of production in SSP plant.

D. Particulars with respect to energy consumption per unit of production a) POWER AND FUEL CONSUMPTION (CONSOLIDATED)

	Year ended 31.03.2018	Year ended 31.03.2017
i) Electricity
a) Purchased: Units (in thousands)	9992	11627
Total amount (Rs in lacs) Rate/ Unit (Rs)	841.11 8.42	922.01 7.93
b) Own Generation: i) Through diesel generator: Units (in thousand)	14.52	5.98
Units per litre of diesel oil	2.39	2.08
Cost/ Unit (Rs)	25.67	29.09
ii) Through steam turbine/generator : Units (in thousand)	10534.09	9032.06
ii) Coal (Rs in lacs)	555.33	485.18
iii) Furnace Oil (Rs in lacs)	27.35	41.53

b) CONSUMPTION PER UNIT OF PRODUCTION:

SSP: Single Super Phosphate	GSSP: Granulated SSP
SA: Sulphuric Acid	SEP: Solvent Extraction Plant
MGSO4: Magnesium Sulphate	NPK: Nitrogen Phosphorus Potash

31.03.2018

31.03.2017

SSP

GSSP

NPK

SA

SEP

MGSO4

Refinery

SSP

GSSP

NPK

SA

SEP

MGSO4

Refinery

Electricity Units / PMT

22.33

12.64

12.66

64.74

35.76

28.60

NIL

23.15

12.67

14.11

65.99

38.29

NIL

NIL

Furnace Oil Litre / PMT

0.29

NIL

NIL

NIL

NIL

NIL

NIL

0.50

NIL

NIL

0.07

NIL

NIL

NIL

Coal Kg / PMT

NIL

34.02

36.51

NIL

63.46

NIL

NIL

NIL

32.08

31.49

NIL

65.96

NIL

NIL

II TECHNOLOGY ABSORPTION:

A) RESEARCH & DEVELOPMENT (R & D)

a) Specific areas in which R & D is carried out by the Company :

The specific areas in which the R & D activities are carried out by the Company are relating to improvement in quality of the existing products and development of new products to meet market demands and change in the product mix.

1. Installation of SS Storage tank for Battery Grade Sulphuric acid at Indore Unit.

2. Efficient operation of Filter Press in SSP Plant at all the three Units.

3. Installation of various change-over switches in GSSP Plant, Acid Plant and SSP Plant to utilize the maximum power generation from our turbine. This helps us to take even 50 amp. MSEDCL load to Turbine Load for saving the purchase cost of electricity.

4. New 1600 Amp ACB replaced as per of MSEDCL Electrical Safety Dept.

5. Replacement of aged and old design capacitors with new advanced capacitor to control the power factor as well as to reduce the power cost.

b) Benefits derived as a result of R &D :

Research and Development has always been a continuous process at various units of the company and more thrust is given on minimization of effluents. In addition to this, following benefits have been achieved:

Colourless - water white colour of Sulphruic acid quality achieved Battery grade quality acid production targeted with less than 5 ppm "Fe"

Improvement in Fluorine scrubbing system in SSP plant by continuous operation of Filter Press and thus maintain good environment in SSP plant.

c) Future Plan of Action :

In-house modification of SSP plant & new stream of SSP plant along with its crane shed extension.

At Indore, we plan to install 1000 KVA Solar Energy system with Opex model to reduce MPSEB monthly bill

Introduction of Oleum 23-27 % with 50 TPD plant to be installed in Indore .

To increase SAP daily production capacity from 250 TPD profile to 275 TPD profile

At Udaipur LABSA plant is under construction that will add to a diversified product line.

At Udaipur unit we propose to obtain clearance for production of PROM that will add one more product.

B) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION: The Company has not imported any foreign technology.

IH. FOREIGN EXCHANGE EARNINGS AND OUTGO:

I. Activities relating to exports, initiatives taken to increase exports, development of new export plans. During the year, there is NIL export.

II. Total foreign exchange used & earned:

(? in lacs)

Used	: 8 189. 89 (P. Y. 7827.89)
Earnings	: NIL (PY. NIL)

ANNEXURE ''C'' TO DIRECTOR''S REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2018 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014] To,

The Members,

RAMA PHOSPHATES LIMITED Mumbai.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RAMA PHOSPHATES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

A. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; The same is not applicable as there were no transactions during the year under review.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('' SEBI Act'');

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; There were no issue of securities during the year under review

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Not Applicable to the Company during the Audit Period); There were no ESOPS issued during the year under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; There were no debts were raised during the year under review

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; There were no proposals for delisting of its Equity shares during the year under review, and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; There were no Buy Back of its Equity shares during the year under review.

(vi) I have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major head/groups of Acts, Laws and Regulations as applicable to the Company is given in Annexure I.

B. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s), where the securities of the Company is Listed and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines mentioned above. I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with my letter of even date which is annexed as Annexure II and forms an integral part of this Report.

	For JIGNESH M.PANDYA & CO.
	(JIGNESH M. PANDYA)
	Practising Company Secretary
Place: Mumbai	Proprietor
Date: July 30, 20 18	Membership No. A7346 /CPNo. 7318

Annexure I

List of applicable laws to the Company Under the Major Groups and Heads are as follows:-

1. Factories Act, 1948;

2. Industries (Development & Regulation) Act, 1951;

3. Labour Laws and other incidental laws related to labour and employees appointed by the company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc.;

4. Acts prescribed under prevention and control of pollution;

5. Acts prescribed under Environmental protection;

6. Acts as prescribed under Direct Tax and Indirect Tax;

7. Land Revenue laws of respective States;

8. Labour Welfare Act to respective States;

9. Trade Marks Act 1999 & Copy Right Act 1957;

10. The Legal Metrology Act, 2009;

11. Fertilizer Subsidy Policy for Phosphatic & Potassic (P&K) Fertilizers;

12. Acts as prescribed under Shop and Establishment Act of various local authorities.

13. Local Laws as applicable to various offices and plants;

14. The Competition Act, 2002;

15. Fertilizers (Control) Order, 1985;

16. BoilerAct, 1923.

17. The Companies Act, 2013

18. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

	For JIGNESHM.PANDYA& CO.
	(JIGNESH M. PANDYA)
	Practising Company Secretary
Place: Mumbai	Proprietor
Date: July 30, 20 18	Membership No. A7346 /CPNo. 7318

Annexure II

To,

The Members,

RAMA PHOSPHATES LIMITED

Mumbai.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For JIGNESH M.PANDYA& CO.
	(JIGNESH M. PANDYA)
	Practising Company Secretary
Place: Mumbai	Proprietor
Date: July 30,2018	Membership No. A7346 /CPNo. 7318

ANNEXURE ''D'' TO DIRECTORS'' REPORT

DETAILS PERTAIING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12)

OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES f APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year.	1. Mr. D.J. Ramsinghani : 32.24 2. Mr. H. D. Ramsinghani : 34.45
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	1. Mr. D.J. Ramsinghani : 17.49 % 2. Mr. H. D. Ramsinghani : NA 3. Mr. J.K. Parakh : 24.56 % 4. Mr. Kiran P. Jain : 49. 94 %
(iii) The percentage increase in the median remuneration of employees in the financial year.	The percentage increase in the median remuneration of other employees in the financial year was (4.07%)
(iv) The number of permanent employees on the rolls of company;	436
(v) The explanation on the relationship between average increase in remuneration and company performance;	Average increase in remuneration is as per industry norms.
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;	Average increase in the remuneration is as per the Industries norms and strictly not comparable with the performance of the Company during the year since, the performance is dependent on various factors affecting the Business of the Company.
(Vll) a) Variations in the market capitalization of the company, b) price earnings ratio as at the closing date of the current financial year and previous financial year and c) percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;	The market cap on March 31, 2018 was Rs 13871.49 Lacs as compared to a market capitalization of Rs 15428.48 Lacs as on March 31, 2017. Price earnings ratio as at the closing date of the current financial year is Rs 25.70 and for previous year is Rs 18.17. Percentage Increase in the market quotation as compared to the rate at which the Company came out with the last right offer in 1992 as on March 31,2018 was 2175.9 % as compared to an decrease of 10.09 % as on March 31,2017
(viii)Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year was in line with the increase in the median remuneration.
(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company	The remuneration paid to the KMP was as per industry norms and not comparable.
(x) The key parameters for any variable Component of remuneration availed by the directors.	Not Applicable
(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year ;	Not Applicable
(xii) Affirmation that the remuneration is as per the remuneration policy of the company.	Yes

Details of the employees of the Company - Pursuant to Section 197 (Rule 5) of the Companies Act, 2013.

PARTICULARS OF REMUNERATION AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Employed for the entire year under review and were in receipt of Remuneration of not less than Rupees 1,02,00,000/-

-NIL-

B. Employed for a part of the year under review and were in receipt of Remuneration of not less than Rupees 8,50,000/- p m.

-NIL-

C. Details of Top Ten employees in terms of remuneration drawn as on 31.03.2018 will be made available for inspection at the registered office of the Company. Any member interested in obtaining such particulars may write to Company Secretary of the Company.

D. None of the employees is drawing remuneration in excess of that drawn by the Managing Director and does not hold by himself or along with his spouse and dependent children more than two percent of the equity shares of the Company.

---

Mar 31, 2016

Dear Members,

Your Directors have pleasure in presenting the 31^st Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

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

Rs in Lacs

FINANCIAL RESULTS	YEAR ENDED	YEAR ENDED
	31/03/2016	31/03/2015
Sales & Other Income	39024.09	40030.94
Profit Before Financial Charges & Depreciation	2608.98	35.05
Less: Financial Charges	1064.33	1024.65
Profit/(Loss) Before Depreciation	1544.65	(989.60)
Less : Depreciation	360.23	372.85
Net Profit/(Loss) Before Tax	1184.42	(1362.45)
Tax Expenses Current Tax
Deferred Tax	377.70	(409.28)
Tax For Earlier Years	--	23.70
Net Profit/(Loss) Before Adjustments	806.72	(976.87)
Profit/(Loss) After Adjustments	806.72	(976.87)
Profit /(Loss) For The Year	806.72	(976.87)
- Dividend On Equity Shares	141.55	NIL
- Tax On Proposed Dividend	28.82	NA
Profit &(Loss) Balance Brought Forward from the Previous Year	2436.28	3579.02
Balance Carried To Balance Sheet	3072.63	2436.28

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2016 stood at Rs, 1767.43 Lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

DIVIDEND

Your Directors are pleased to recommend a final dividend of '' 0.80 ps. per equity share of '' 10/- each fully paid up for the financial year 2015-16. The dividend if declared by the members at the 31^st Annual General Meeting to be held on 28^th September, 2016, will be paid on or before 15^th October, 2016.

REVIEW OF OPERATIONS

Your Company is in the business of Single Super Phosphate (SSP) manufacturing and also industrial chemicals. Generally SSP manufactured is in the form of Powder and used for direct consumption whilst some quantity is converted into Granular form as per the need of consumption. These two products as also our value-added Boronated SSP are falling under Nutrient Based Subsidy scheme (NBS). At the same time, Company is manufacturing NPK mixed fertilizer of different grades, which is out of ambit of NBS and the same is manufactured and sold as per the market demands.

Our fertilizer products are sold under Girnar and Suryaphool brands. We have prominent presence in the market and very good brand recall. The Company recently launched value-added fertilizer, Boronated Single Super Phosphate at Indore subsequent to great acceptance in the market of our product from Udaipur unit.

The Chemicals division of the Company involved in manufacture of Sulphuric Acid and Oleum is based at Indore and Pune. The Sulphuric Acid is primarily sold in the market at remunerative prices though it is one of the basic raw materials for manufacture of SSP fertilizer since the Company sources spent acid from the market at cheaper rates and thus keep a check on product cost.

The Company’s another division Soya seed crushing and refining unit is operated from Indore.

Fertilizer Division

The overall production of SSP increased in the country significantly after changes in SSP policy during 2008-09 and implementation of NBS policy from 2010-11. During 2009-10, 2010-11 and 2011-12 production of SSP recorded high growth rate of 22%, 20% and 17% respectively over the previous years. Subsequent thereto, the momentum of growth of production slowed down in 2012-13 at 2.60% and turned negative in 2013-14 and 2014-15.

With regard to the current year under review, as per the data available with FAI up to Feb-16, there is overall decline in SSP production by 8.1% during Apr-Feb.16 at 35.52 lac MT over Apr-Feb.15. Thus all India capacity utilization of SSP declined from 45.6% in Apr-Feb.15 to 44.6% in Apr-Feb.16. Under this lackluster scenario, your Company has performed quite well by achieving 71% capacity utilization during current year which is marginally higher by 1% than the previous year 2014-15 despite severe drought situation in the states of Maharashtra & Karnataka. Your Company continued to maintain market share of 8.34% against all-India sale of 46.33 lacs MT during the current year against 8.43% on 42.27 lac MT in the previous year. This could be made possible by introduction of value-added product, viz. Boronated SSP from our Udaipur unit and by adopting suitable marketing strategies based on market requirements. Though efforts are being made by the industry as a whole to promote the consumption of SSP fertilizer in the country considering exclusivity of “S” (Sulphur) factor in SSP, on price front in comparison with Urea, the penetration is still limited and a lot more efforts are required to improve demand of the product.

During the year under review, Company has commissioned expanded quantity of SSP at Indore from 1.65 lac MT to 2.50 lac MT and thus the overall annual installed capacity of SSP has been increased from 4.78 lac MT to 5.63 lac MT. The mixed fertilizer NPK of various grades is produced and marketed from Pune unit, based on the market demand.

At Indore, Acid plant was re-started in the month of July-15 considering the marketing opportunity of acid. Both the plants at Indore and Pune are operated at optimum capacity.

The Fertilizer division reported improved turnover of '' 37691.64 lacs in 2015-16 as against Rs, 35013.10 lacs achieved in 2014-15. This could be made possible due to increase in sales volume by introduction of value-added product Boronated SSP and restarting of Acid plant production at Indore unit which was hitherto kept shut on commercial reasons.

Soya division: There was steep reduction in crushing activity at our Indore unit and that we could achieve Rs, 1213.32 lacs during this year as against Rs, 4885.29 lacs in the previous year. This was due to huge disparity in soya operations and also low international demand of De-Oiled Cake. Thus, Management took conscientious decision to restrict seed crush and reduce subsequent losses.

The aggregate turnover of the Company stands reduced at Rs, 38904.96 lacs as against Rs, 39898.39 lacs, mainly due to huge reduction in turnover of Soya division inspite of increase in turnover of core fertilizer business.

Overall Financial Performance:

EBITDA of the Company has been remarkably turned around to Rs, 2608.98 lacs during the year as against Rs, 35.05 lacs achieved in the previous year. The positive contribution from core fertilizer business has resulted in this remarkable feat. This is mainly due to overall control in procurement prices of raw material and packing material coupled with massive introduction of cost reduction exercises by the Management. Fixed cost of the Company has remained under strict control. Moreover, hitherto defunct Acid division at Indore has been restarted subsequent to buoyant acid market which also contributed a major chunk. The Company took efforts to control on outward freight and overall improvement in production efficiency and norms. Simultaneously, losses of Soya division have been narrowed down significantly by holding of stocks and selling at opportune time. There has been negligible increase in the financial cost due to delay in release of subsidy. By better working capital management, inventory has been reduced from Rs, 9438.54 lacs to Rs, 5411.89 lacs. The term loan liability of bank has been reduced from Rs, 173.15 lacs to Rs, 110.19 lacs which in other ways can be termed as ZERO DEBT Company. However, trade receivable has been increased from Rs, 5539.04 lacs to Rs, 7791.37 lacs. Subsidy receivable from GOI has been increased from Rs, 7537.81 lacs to Rs, 10271.16 lacs.

Since the overall fertilizer business environment is quite competitive and with optimistic prediction of monsoon of 109 per cent by IMD in the ensuing season, your Directors are quite hopeful to improve performance and take suitable measures to achieve the desired goals in the long run by better capacity utilization of fertilizer division, introduction of Boronated SSP at Indore and other new value-added products at Udaipur and simultaneously keeping a close watch on fixed expenses with clear focus on sale in economic zone to improve realization. The Company intends to run Soya division at optimum capacity keeping in view of increased acreage of soya cultivation in M.P.

ISO Accreditation:

The Oil Division of your Company has conformed with the requirements under ISO 14001 : 2004 accreditation for the Environmental Management System and the certificate issued in the year June - 2007 is periodically renewed.

In pursuit of achieving Quality Standards, our Oil Division has fulfilled requisite conditions and received accreditation with ISO 9001: 2008. Similarly, our Fertilizer Division has also obtained accreditation for ISO 9001: 2008.

EXPANSION ACTIVITY

Indore unit : At Indore, the capacity expansion activity is completed and that the Company has received pollution consent to increase the annual capacity to 2.50 lac MT from the existing capacity of 1.65 lac MT.

Udaipur unit: The Environmental Clearance for the proposed expansion of Single Super Phosphate (1,81,000 TPA to 3,15,000 TPA) and NPK (60,000 TPA), and Boronated SSP (25,000 TPA), and LABSA (20,000 TPA) has been received and that Company would initiate necessary formalities to obtain CTO from the respective authorities.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2016.

CHANGE IN NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

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

Your Directors refer to the observations made by the Auditors in their report on compliance with conditions of Corporate Governance and wish to state that the Company has complied with the various applicable provisions of Listing Agreement / Listing Regulations except that the composition of the Board is not in accordance with clause 49(II)(A)(2) of the Listing Agreement and Regulation 17(1)(b) of SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1st April, 2015 to 8th July, 2015 and from 6th January, 2016 to 31st March, 2016. However, as on date of signing the Directors Report the Company had complied with the requirements of minimum number of Independent Directors.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this Report.

DIRECTORS

Mrs. N.H. Ramsinghani, Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

Bank of India had withdrawn the appointment of Mr. M. Shanmugam as Nominee Director w.e.f. July 9, 2015.

Bank of India had appointed Mr. R K Shrivastava as the Nominee Director on Board of the Company w.e.f. January 6, 2016.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year ended March 31, 2016, four Board Meetings were held. The dates on which the Board meetings were held are May 28, 2015, July 24, 2015, October 31, 2015 and January 23, 2016.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

The whistle Blower Policy has been uploaded on the website of the Company (www.ramaphosphates.com).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee presently consists of the following Directors namely Mr. K. Raghuraman - Chairman, Mr. D.N. Singh and Mr. H. D. Ramsinghani.

RISK MANAGEMENT COMMITTEE

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

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

However, regulation 21 of SEBI regulations relating to Risk Management Committee is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society at large.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mr. D.N. Singh - Chairman, Mr. H.D. Ramsinghani and Mr. K. Raghuraman. This Committee had framed Corporate Social Responsibility Policy and the same was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

The details on CSR Policy developed and implemented by the Company are enclosed at Annexure - B to this report.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm’s length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2103 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Regulations. STATUTORY AUDITORS

M/s. Dayal & Lohia, Chartered Accountants, (Firm Registration no: 102200W) who are Statutory Auditors of the Company hold office up to the conclusion of forthcoming Annual General Meeting. Since M/s. Dayal & Lohia, Chartered Accountants, is crossing the permissible limit for appointment as Statutory Auditor under Companies Act, 2013, Board of Directors on basis of recommendation of Audit Committee proposed an appointment of M/s Khandelwal & Mehta LLP, Chartered Accountants, (Firm Registration no: W100084) in place of M/s. Dayal & Lohia, Chartered Accountants, (Firm Registration no: 102200W) to hold office from the conclusion of this Annual General Meeting (“AGM”) up to the conclusion of the 36^th AGM of the Company, on a remuneration to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out of pocket expenses incurred by them in connection with the audit of the accounts of the Company. As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Khandelwal & Mehta LLP that their appointment, if made, would be in conformity with the limits specified in the said section.

AUDITORS REPORT

M/s. Dayal & Lohia, Chartered Accountants, (Firm Registration no: 102200W) have issued Auditors Report for the Financial Year ended March 31, 2016 and there are no qualifications in Auditors Report.

COST AUDIT

The Board of Directors on recommendation of Audit Committee, has appointed Mr. R.S. Raghavan as the Cost Auditor for carrying out the Audit of Cost Accounting Records in respect of manufacturing of i) Chemicals (Sulphuric Acid), ii) Fertilizer and iii) Edible Oil for Plant locations at Indore, Pune and Udaipur for the financial year 2016-17 on remuneration of '' 2,00,000/- (Rupees Two Lacs) per annum plus reimbursement of out of pocket expenses.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in AGM for their ratification. Accordingly, a resolution for seeking Members ratification is included at item no. 6 of the Notice convening the AGM.

The Cost Audit Report for the financial year 2014-15 was filed with the Ministry of Corporate Affairs on September 18, 2015.

The Cost Audit Report for the financial year ended 31^st March, 2016 will be filed within stipulated time.

SECRETARIAL AUDITOR REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Mr. Sanjay Dholakia, Practicing Company Secretary (C.P.No: 1798) as Secretarial Auditor to conduct Secretarial audit of the Company for the Financial year ended on March 31, 2016. Secretarial Audit Report issued by Mr. Sanjay Dholakia, Practicing Company Secretary in form MR-3 is enclosed as Annexure - C to this report.

Your Directors refer to the observations made by the Secretarial Auditor in the Secretarial Audit Report and wish to state that the Company has complied with the various applicable provisions of Listing Agreement / Listing Regulations except that the composition of the Board is not in accordance with clause 49(II)(A)(2) of the Listing Agreement and Regulation 17(1)(b) of SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1st April, 2015 to 8th July, 2015 and from 6th January, 2016 to 31st March, 2016. However, as on date of signing the Directors Report the Company had complied with the requirement of minimum number of Independent Directors.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Mhalgi Kulkarni & Associates, Chartered Accountants, M/s. Khandelwal Pahadia Agrawal & Co., Chartered Accountants, M/s. K.L. Vyas & Co., Chartered Accountants to conduct Internal Audit of the Company.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirement), the Company has constituted an Audit Committee comprising of the following Directors viz. Mr. K. Raghuraman (Chairman), Mr. D.N. Singh, Mr. A.K Thakur and Mr. H. D. Ramsinghani. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the Financial year ended March 31, 2016 to the date of signing of the Directors Report.

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

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

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has appointed Internal Auditors to observe the internal controls, whether the work flows of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations;

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Risk Management Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES

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

In terms of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any Member is interested in inspecting the same, such member may write to the Company Secretary in advance.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

D.J.RAMSINGHANI

CHAIRMAN & MANAGING DIRECTOR

DIN: 00013633

Place: Mumbai

Date: May 19, 2016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

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

Rs. in Lacs

FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2015 31/03/2014

Sales & Other Income 40030.94 54105.69

Profit Before Financial Charges & Depreciation 35.05 1046.67

Less: Financial Charges 1024.65 962.85

Profit Before Depreciation (986.60) 83.82

Less : Depreciation 372.85 410.54

Net Profit Before Tax (1362.45) (326.72)

Tax Expenses

Current Tax - -

Deferred Tax (409.28) (132.84)

Tax For Earlier Years 23.70 17.07

Net Profit Before Adjustments (976.87) (210.95)

Profit/(Loss) After Adjustments (976.87) (210.95)

Profit/(Loss) For The Year (976.87) (210.95)

Dividend On Equity Shares NIL 88.47

Tax On Proposed Dividend NA 15.03

Profit &(Loss) Balance Brought Forward from the Previous Year 3579.02 3893.47

Balance Carried To Balance Sheet 2436.28 3579.02

DIVIDEND

In view of current year's losses, your Directors regret their inability to recommend any dividend for the year under review.

REVIEW OF OPERATIONS

Your Company produces Single Super Phosphate (SSP) fertilizer along with Mixed NPK fertilizer under the brands of "Girnar" and Suryaphool" from Indore, Udaipur and Pune units. The company recently launched value-added fertilizer, Boronated Single Super Phosphate from Udaipur unit in the month of January, 2015 and produced about 4000 MT within three months period. The company's another division Soya seed crushing and refining unit is operated from Indore. The Chemicals division of the company involved in manufacture of Sulphuric Acid and Oleum is based at Indore and Pune.

Fertilizer Division

The overall production of SSP increased in the country significantly after changes in SSP policy during 2008-09 and implementation of NBS policy from 2010-11. During 2009-10, 2010-11 and 2011-12 the production of SSP recorded high growth rate of 22%, 20%, 17%, respectively over the previous years. Subsequently, the momentum of growth in production slowed down in 2012-13 at 2.60% and turned negative in 2013-14 and 2014-15. The industry average capacity utilization during the current year stands @ 45.20% and produced 42.00 lac MT as against 48.5% with production of 41.74 lac MT achieved during the last year. Whilst there is no change in subsidy amount payable to SSP industry during the year, at the same time the industry witnessed capacity expansion by 7.29 Lac MT to reach 102.52 Lac MT of installed capacity. Hence, all out efforts should be made by the Govt., for promoting SSP consumption in the country in line with "Make in India" campaign and also reduce outflow of foreign currency. As per the ICRA report, aggregate revenue growth of 11 listed fertilizer companies slowed from an average of 22% in six years 2011-12 to 2-4% in the last three fiscal years. Unless the weather situation worsens, sales will likely to grow in low single digits in the current fiscal year too.

In spite of such grim situation, your company achieved an overall 70% capacity utilization and produced 3,35,081 MT during the current year under review as against 80% (3,80,328 MT production) achieved during the previous year. As per the FAI Annual Report, only 2 plants in the country including your Pune unit have achieved more than 90% capacity utilization out of 85 operating industries during this year. The excess availability of material in the channel subsequent to drought-like situation in Western Maharashtra and other major parts of Madhya Pradesh due to paucity of rain restricted the Management to optimize its production capacities.

Company could marginally improve its Mixed fertilizer NPK capacity utilization to 22% during the current year against 17% in the previous year. During the year, the Chemicals division of Sulphuric Acid & Oleum at Pune was operated at full capacity due to better market demand.

Your company achieved market share of 8.43% against all-India sale of 42.27 lacs MT during the current year against 11.46% on 39.70 lac MT in the previous year. The Fertilizer division reported improved turnover by Rs. 236.73 lacs at Rs. 35,013.10 lacs in 2014-15 as against Rs. 34,776.37 lacs achieved in 2013-14. This could be made possible due to increase in sales quantity by keeping a strict monitoring on selling and distribution expenses and also selling in economic zone coupled with reduction in outward freight.

Oil division : There was steep drastic reduction in crushing activity at our Indore unit and that we could crush 12686 MT of Soya seed during this year against 47219 MT crushed in the previous year. There was huge disparity in seed prices and thus Management took conscientious decision to restrict seed crush and reduce subsequent losses.

Overall Financial Performance :

EBITDA of the company has been reduced to Rs. 35.05 lacs during the year as against Rs. 1,046.67 achieved in the previous year. Due to this, net loss has also been increased to Rs. 976.87 lacs during this year. This is due to lesser capacity utilization in fertilizer division at 70% coupled with reduction in sales realization due to availability of huge quantity of unsold stock in the channel. Besides, there was huge disparity in oil division and thus, company operated the plant without disturbing the economics further. Moreover, Working capital limit has not been disbursed in spite of in-principle approval by Working Capital lenders. The financial cost has been increased from Rs. 962.85 to Rs. 1,024.65 lacs marginally subsequent to availing more of non-fund based limit in oil division. Employee cost has been increased marginally from Rs. 1,579.21 lacs to Rs. 1,636.48 lacs - overall by 3.62% which is due to normal annual increment. Selling and distribution expenses have been reduced to Rs. 4,018.52 lacs in the current year as against Rs. 4,198.22 lacs incurred in the previous year. The term loan liability has been reduced from Rs. 430.07 lacs to Rs. 167.84 lacs due to repayment of Term Loan of Bank of India and others. However, trade payable has been increased from Rs. 7,852.01 lacs to Rs. 8,531.44 lacs due to increase in market credit. Subsidy receivable has been increased from Rs. 5,033.40 lacs to Rs. 7,537.81 lacs due to delay in release of subsidy.

The Company has considered deferred tax income of Rs. 409.28 lacs in accounts due to set-off of losses of current year in line with reasonability of expectant achievement of Profit in further period.

Since the overall fertilizer business environment is quite competitive, your Directors are quite hopeful to improve performance and take suitable measures to achieve the desired goals in the long run by capacity utilization of fertilizer division and foraying into addition of value-added products viz., Sulphur Dust, Magnesium Sulphate to de-risk the company and also keep a close watch on fixed expenses and other possible ways and means. It is also reported that monsoon is well-set allying fears of drought like situation in continuity and that company forecasts (good Kharif season) to liquidate its entire production. In view of increased acreage of oil seeds cultivation in the country especially in Madhya Pradesh, company intends to run Soya Oil division at optimum capacity and also produce value-added product Lecithin.

ISO Accreditation:

The Oil Division of your company has conformed with the requirements under ISO 14001 : 2004 accreditation for the Environmental Management System and the certificate issued in the year June-2007 is periodically renewed.

In pursuit of achieving Quality Standards, our Oil Division has fulflled requisite conditions and received accreditation with ISO 9001: 2008 during this year.

Similarly, our Fertilizer Division has also obtained accreditation for ISO 9001: 2008 in 2014.

This is an additional feather in our cap which will ensure Quality Management System.

EXPANSION ACTIVITY

Udaipur unit: The Environmental Clearance for the proposed expansion of Single Super Phosphate (1,81,000 to 3,15,000 TPA) and NPK (60,000 TPA), and Boronated SSP (25,000TPA), and LABSA (20,000 TPA) has been received and that company would initiate necessary formalities to obtain CTO from the respective authorities.

Indore unit: Similarly, Environment Clearance for expansion of SSP capacity from 1.65 lac MT to 2.50 lac MT has been received.

TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended March 31, 2015.

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 1767.43 Lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certifcate on its compliance.

Your Directors refer to the observations made by the Auditors in their Report on compliance with conditions of Corporate Governance and wish to state that due to appointment of non-independent woman director, the requirement of minimum number of Independent Directors was not complied. However, Company is taking steps to comply with the requirement of minimum number of Independent Directors.

EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this Report.

DIRECTORS

Mr. H.D. Ramsinghani, Director of the Company retires by rotation and being eligible, offer himself for re-appointment. The Board of Directors has appointed Mrs. N.H. Ramsinghani as an Additional Director on the Board w.e.f March 31, 2015.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed Mr. Kiran P. Jain as Company Secretary w.e.f. February 13, 2015 and Mr. J. K Parakh as Chief Financial Officer w.e.f. February 13, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year ended March 31, 2015, four Board Meetings were held. The dates on which the Board meetings were held are May 27, 2014, August 12, 2014, November 14, 2014 and February 13, 2015.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

The whistle Blower Policy has been uploaded on the website of the company (www.ramaphosphates.com).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following Directors namely Mr. K. Raghuraman - Chairman, Mr. D.N. Singh and Mr. M. Shanmugam

RISK MANAGEMENT COMMITTEE

Risk Management Committee consists of the following persons namely Mr. D.N. Singh - Chairman, Mr. H.D. Ramsinghani and Mr. K. Raghuraman.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mr. D.N. Singh - Chairman, Mr. H.D. Ramsinghani and Mr. K. Raghuraman and adopted policy for Corporate Social Responsibility. Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee. Report on Corporate Social Responsibility as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is uploaded on website of the Company (www.ramaphosphates.com).

The calculation of CSR expenditure is tabulated below:

(Rs. in Lacs)

Particulars F.Y. 2011-12 F.Y. 2012-13 F.Y. 2013-14 Total

Total Profit/Loss for the year as per Section 198 4,930.95 3,057.57 (978.01) 7,010.51

Average Profit 2,336.84

2 % of average Profit (CSR Expenditure) 46.74

During the financial year under review, the Management could not spend the stipulated amount towards CSR as company is facing losses.

Our proposal for enhanced working capital is still under process and also huge funds of realization of subsidy amount got stuck under government formalities. These factors posed a great challenge to the company in executing various CSR activities.

Moreover, due to severe drought like condition, there was huge pile up of stock and the sale of entire produce could not be materialized. This has resulted in delay in realization of funds from the market.

In spite of our willingness, we could not spend adequately under CSR due to aforesaid reasons and reduced cash flow in the system during the year. However, we shall ensure that due care will be taken in the subsequent years.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no Significant and Material Orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

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

Pursuant to the requirement under section 134 (3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

STATUTORY AUDITORS

M/s. Dayal & Lohia, Chartered Accountants, (Firm Registration no:102200W) who are statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts for the financial year 2015-16. As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Dayal & Lohia that their appointment, if made, would be in conformity with the limits specified in the said section.

AUDITORS REPORT

M/s. Dayal & Lohia, Chartered Accountants, (Firm Registration no:102200W) have issued Auditors Report for the Financial Year ended March 31,2015 and there are no qualifications in Auditors Report.

COST AUDIT

The Board of Directors on recommendation of Audit Committee, has appointed Mr. R.S. Raghavan as the Cost Auditor for carrying out the Audit of Cost Accounting Records relating to the product "Sulphuric Acid" at the Indore and Pune Unit, the product "Oil" at the Indore Unit and the product "Fertilizers" at Pune, Indore and Udaipur Unit of the Company for the Financial Year 2015-16 on remuneration of Rs. 2,00,000/- (Rupees Two Lacs) per annum plus reimbursement of out of pocket expenses.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in AGM for their Ratification. Accordingly, a resolution for seeking Members Ratification in included at item no. 4 of the notice convening the AGM.

The Cost Audit Report for the financial year 2013-14 was fled with the Ministry of Corporate Affairs on September 17, 2014. The Cost Audit Report for the financial year ended 31st March, 2015 will be filed within stipulated time.

SECRETARIAL AUDITOR REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. Sanjay Dholakia, Practicing Company Secretary (C.P.No: 1798) as Secretarial Auditor to conduct Secretarial audit of the company for the Financial year ended on March 31, 2015. Secretarial Audit Report issued by Mr. Sanjay Dholakia, Practicing Company Secretary in form MR-3 is enclosed as Annexure - B to this Annual Report.

Your Directors refer to the observations made by the Secretarial Auditor in the Secretarial Audit Report and wish to state that due to appointment of non-independent woman director, the requirement of minimum number of Independent Directors was not complied . However, Company is taking steps to comply with the requirement of minimum number of Independent Directors.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Mhalgi Kulkarni & Associates, Chartered Accountants, M/s. Khandelwal Pahadia Agrawal & Co., Chartered Accountants, M/s. K.L. Vyas & Co., Chartered Accountants to conduct Internal Audit of the Company.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of the following Directors viz. Mr. K. Raghuraman (Chairman), Mr. D. N. Singh, Mr. A.K Thakur and Mr. H. D. Ramsinghani. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the Financial year ended March 31, 2015 to the date of signing of the Directors Report.

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

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

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations;

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Risk Management Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

PARTICULARS OF EMPLOYEES

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

In terms of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any Member is interested in inspecting the same, such member may write to the Company Secretary in advance.

ACKNOWLEDGEMENT

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

D. J. RAMSINGHANI

Place: Mumbai (CHAIRMAN & MANAGING DIRECTOR)

Date: July 24, 2015 DIN: 00013633

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with Audited Statement of Accounts for the year ended March 31, 2014.

(Rs. in lacs)

FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2014 31/03/2013

Sales & Other Income 54105.69 62035.43

Profit Before Financial Charges & 1046.67 5050.85 Depreciation

Less: Financial Charges 962.85 1112.42

Profit Before Depreciation 83.82 3938.43

Less : Depreciation 410.54 429.93

Net Profit Before Tax (326.72) 3508.50

Tax Expenses

Current Tax - 480.57

Deferred Tax (132.84) 464.92 Tax for earlier years 17.07

Net Profit Before Adjustment (210.95) 2563.01

Profit/(Loss) After Adjustments (210.95) 2563.01

Profit /(Loss) for the year (210.95) 2563.01

- Dividend on Equity Shares 88.47 141.55

- Tax on Proposed Dividend 15.03 22.96

Profit &(Loss) balance brought forward 3893.47 1494.97 from the previous year

Balance carried to Balance Sheet 3579.02 3893.47

1. DIVIDEND

Your Directors are pleased to maintain dividend track record initiated by the company and that in spite of net loss incurred during the year, glad to recommend a dividend of Rs. 0.50 per Equity Share on 17693213 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2014. This nominal dividend is paid as against Rs. 0.80 paid in the previous year. The total outgo on account of Dividend shall be Rs. 103.50 Lacs including Corporate Dividend Tax.

2. REVIEW OF OPERATIONS

Your company operates in two divisions, i.e. Fertilizer division and Oil division. Our Phosphatic fertilizer, Single Super Phosphate (Powder & Granulated) brands of "Girnar" and "Suryaphool" are well-entrenched and well-accepted in the market. Apart from SSP, company manufactures mixed fertilizer NPK along with industrial chemicals like Sulphuric Acid and Oleum whilst soya seed crushing activity is undertaken at our Indore unit.

The nutrient based subsidy (NBS) policy implemented for phosphatic and potassic fertilizers w.e.f. 1st May, 2010 was well-intended one which resulted in proposals from major players for addition of capacity. But the price differentiation between Urea and other phosphatic fertilizers resulted in huge imbalance in nutrient consumption.

The average capacity utilization of SSP industry for financial year 2013-14 was reduced to 49.20% from 58.30% during 2012-13 whilst during the year your company has achieved 80% of average capacity utilization of SSP as against 91% reported during the previous financial year, which is considered to be highest in the industry of our size and operations. It is pertinent to note that your company could achieve this feat with active support from consortium member banks and better management of working capital at its disposal and timely availability of raw material.

Company continued to focus on its core business of SSP though thrust was given for NPK also. There was tremendous growth in NPK production since past three years, i.e. with meager quantity of 2915 MT in 2011-12 to 20700 MT in the year 2013-14. Company''s fertilizer division has achieved 80% capacity utilization and produced 380328 MT as against 91% achieved in corresponding year 2012-13 with production of 435846 MT. Though industry average as per FAI data stands at 49.20% in the F.Y. 2013-14 against 58.40% in the F.Y.2012-13 only 20 units were operated at above 60% capacity. The company at present maintains overall market share of 9.05% against 40.70 lac MT despatches reported in the country during the year 2013-14. Moreover, for want of higher working capital, this year also your company could not concentrate more on soya oil. Company introduced value-added product "Soil Conditioner" at Udaipur plant. However, during the current year the Company intends to increase production of NPK, Sulphuric acid, Oleum and Soya oil with the sanction and release of additional working capital.

Your company achieved sales turnover of Rs. 53,176.82 Lacs. Whilst share of fertilizer and chemicals division is Rs. 34,778.37 Lacs and soya division is Rs. 18,398.45 lacs, Company incurred net loss of Rs. 210.95 lacs. The reasons beyond the control of Management viz., reduction in subsidy and MRP by Govt. of India, excess availability of phosphatic fertilizer in the channel inspite of stagnant in demand and slide in sales and also over capacity due to entry of new players posing intense competition coupled with foreign exchange loss have affected the overall performance of the company.

It would not be out of place to mention here that business environment has become intensely competitive and in order to sustain and survive through this difficult phase, the Company has taken all possible extraordinary measures. Thus ensuring in efficient management of all resources, innovative approach to cost reduction and achieving operation efficiency at optimum levels.

However, had there been timely support by Working Capital lenders, seed crushing at our Indore oil division would have operated at optimum capacity and brought in additional revenue though during the year under review, the company has crushed a little higher quantity of 47219 MT of soya seed as against 46656 MT crushed during 2012-13. Thus the soya facilities were under-utilised.

Your Directors are hopeful that with the continuance of NBS Policy with additional contribution envisaged from the proposed capacity expansion of SSP plants and also optimum capacity utilization of soya division coupled with introduction value-added product of "Soil Conditioner"and with the unstinted support from working capital bankers, the performance of the company would further improve in the current year.

Industry Award for Best Performance:

This award is instituted by the Apex industry body, The Fertilizer Association of India (FAI) New Delhi. Your directors are glad to inform that for the third year in a row, your company was bestowed with "Best Performance Award" in the entire SSP industry for overall performance in the year 2013. The details of award are given here below :

For the year 2011 : Indore Unit For the year 2012 : Pune Unit For the year 2013 : Indore Unit Thus we have achieved hat trick.

ISO Accreditation :

The Oil Division of your company has conformed with the requirements under ISO 14001 : 2004 accreditation for the Environmental Management System and the certificate issued in the year June-2007 is periodically renewed.

In pursuit of achieving Quality Standards, our Oil Division has fulfilled requisite conditions and received accreditation with ISO 9001 : 2008 during this year.

Similarly, our Fertilizer Division has also obtained accreditation for ISO 9001 : 2008 during this year.

This is an additional feather in our cap which will ensure Quality Management System.

3. EXPANSION ACTIVITY

Udaipur unit : Company has Proposed Expansion Project of Single Super Phosphate (1,81,000 to 3,15,000 TPA) and NPK (60,000 TPA), and Boronated SSP (25,000 TPA), and LABSA (20,000 TPA). The said proposal was considered by the 19th Reconstituted Appraisal Committee of MOEF during the meeting held on 28th and 30th May 2014. The formal Environmental Clearance is awaited by the company.

Indore unit : Our proposal for expansion of SSP capacity from 1.65 lac to 2.50 lac MT is approved by 10th Reconstituted Appraisal Committee of MOEF during the meeting held on 29th and 31st July 2013. However, company awaits the Environmental Clearance shortly.

4. DIRECTORS

During the year under review, Bank of India has withdrawn the nomination of Mr. Mohan Lal Goyal and nominated Mr. M. Shanmugam as its Nominee Director in his place. The Board places on record its sincere appreciation of the valuable contribution made by Mr. Mohan Lal Goyal during his association with the Company.

Mr. H. D. Ramsinghani who retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

In accordance with the Provisions of the Sections 149 and 152 of the Companies Act, 2013 and the rules made there under, it is proposed to appoint Mr. Deonath Singh, Mr. K. Raghuraman and Mr. A. K. Thakur as non-executive Independent Directors for a period of five years from the date of the forthcoming Annual General Meeting.

5. CORPORATE GOVERNANCE

A Report on Corporate Governance along with the Auditor''s Certificate regarding Compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to clause 49 of the Listing Agreement are annexed hereto.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and Statement of Profit & Loss of the Company for that period;

3. Proper and sufficient care has been taken 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; and

4. The financial accounts have been prepared on a going concern basis.

7. AUDIT COMMITTEE

In accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of the following Directors viz. Mr. K. Raghuraman (Chairman), Mr. Deonath Singh and Mr. H. D. Ramsinghani. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

OTHER COMMITTEES

The Company has constituted the Stakeholders Relationship Committee comprising of following Directors viz. of Mr. Deonath Singh (Chairman), Mr. H. D. Ramsinghani and Mr. D. J. Ramsinghani.

The Company has constituted Corporate Social Responsibility Committee (CSR) comprising of following Directors viz. Mr. Deonath Singh (Chairman), Mr. H. D. Ramsinghani and Mr. K. Raghuraman.

The Company has also constituted the Risk Management Committee comprising of following Directors viz. Mr. Deonath Singh (Chairman), Mr. H. D. Ramsinghani and Mr. K. Raghuraman.

8. CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION

Information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and also read with applicable provisions of the Companies Act, 2013 is annexed in Form-A and forms part of the report.

9. DISCLOSURE OF PARTICULARS

Information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy, technology absorption, foreign exchange earning and outgo is annexed hereto and forms a part of this Report.

10. PERSONNEL

There were no employees who were employed during the period under review or part thereof and who were in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

11. AUDITORS REPORT

Your Directors refer to the observations made by the Auditors in their Report and wish to state as follows :

The Company has given interest free loans to sick company and its subsidiary in the earlier years and has made provision for entire amount in the books of accounts and at the same time Company is making full efforts for recovery of these dues.

12. AUDITORS

M/s. Dayal & Lohia, Chartered Accountants (Firm Registration No. 102200W) the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for reappointment. The Company has received a certificate from them certifying that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013.

13. COST AUDIT

The Cost Account Records maintained by the Company for "Fertilizers", "Sulphuric Acid" and "Soya" are subject to yearly audit by qualified Cost Auditors. The Company has reappointed Mr. R. S. Raghavan, a qualified Cost Auditor for conducting the Cost Audit of such records for the financial year 2014-15. The Company has received a Certificate from Cost Auditor certifying his independence and arm''s length relationship with the Company.

The Cost Audit Report for the financial year ended 31st March, 2013 was filed on 30th September, 2013 with Ministry of Corporate Affairs, New Delhi. The Cost Audit Report for the financial year ended 31st March, 2014 will be filed within the stipulated time.

14. FIXED DEPOSITS

The Company has not accepted any Public Deposits and as such no amount principle or interest on public deposits was outstanding as on the date of the Balance Sheet.

15. INDUSTRIAL RELATIONS

The Industrial Relations remained cordial at all the units of the Company during the year under review.

16. ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place : Mumbai D. J. RAMSINGHANI Dated : August 12, 2014 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The Directors present the Twenty Seventh Annual Report together with Audited Accounts for the year ended March 31, 2012.

(Rs. in lacs)

FINANCIAL RESULTS YEAR YEAR ENDED ENDED 31/03/2012 31/03/2011

Sales & Other Income 55476.52 35638.61

Profit before financial charges & Depreciation 6227.60 4521.16

Less: Financial Charges 825.95 594.44

Profit before Depreciation 5401.65 3926.72

Less : Depreciation 391.15 441.65

Net Profit before tax 5010.50 3485.07

Tax Expenses

Current tax 1570.00 -

Deferred Tax 80.70 490.37

Net Profit Before Adjustment 3359.80 2994.70

Capital Surplus on waiver of principal liabilities by Term Lender - 351.00

Profit/(Loss) after adjustments 3359.80 3345.70

Transfer to capital reserve - (351.00)

Profit /(Loss) for the year 3359.80 2994.70

Profit & (Loss) balance brought forward from the previous year (1864.83) (4859.53)

Balance carried to Balance Sheet 1494.97 (1864.83)

1. RESERVE AND DIVIDEND

In order to conserve funds for working capital and Capex and also being the first year after wiping out of accumulated losses, your Directors regret their inability to recommend any dividend for the year under review.

2. REVIEW OF OPERATIONS

The company manufactures phosphatic fertilizer (SSP) viz. Single Super Phosphates (Powder & Granulated) along with various grades of mixed fertilizer NPK and industrial chemicals Sulphuric Acid and Oleum and also Soya oil.

The announcement of nutrient based subsidy (NBS) policy was one of the major positive decisions implemented by the Government. On one hand it helped in conserving outgo on subsidy amount payable by the Government and on the other side, it removed price capping on fertilizer prices. Moreover, the main objective of shifting from product-based subsidy (PBS) to nutrient-based subsidy (NBS) regime was to restore soil health by addressing the nutrient imbalances since sulphur has also been considered as one of the nutrients, which was neglected till now. It is further expected that the urea subsidy regime could be moved to nutrient-based subsidy (NBS). This will bring in a uniform subsidy regime for all fertilizers to ensure that there is a balanced use of all major nutrients. Current policy of differential subsidy for "N" fertilizers may lead to imbalanced use of fertilizers.

The average capacity utilization of SSP industry for financial year ended March 2012 has increased to 60.20%. During the year your company has achieved 88% of average capacity utilization of SSP as against 79.61% reported during the previous financial year, which is considered to be highest in the industry of our size and operations. It is pertinent to note that that your company could achieve this feat with active support from consortium member banks and better management of working capital at its disposal and timely availability of raw material.

Your company was awarded "Best Performance Award" in the SSP industry for overall performance in the year 2011 by Fertilizer Association of India, (FAI) New Delhi, apex body of the industry.

Subsequent to the announcement of free-pricing in the NBS policy, your company focused its attention mainly on SSP segment which is its core competence. Hence the company made little focus on other products like mixed fertilizers - NPK, which require higher working capital and soya oil. However, during the current year the Company intends to concentrate on - NPK, Sulphuric acid, Oleum and Soya oil with the sanction of additional working capital.

Due to this, during the year ended March 31, 2012 your company has achieved production of 4,24,164 MT of SSP against the previous best production of 3,67,823 MT in the year 2010-11.Thus, your company achieved highest sales turnover of Rs. 55,397.01 Lacs whilst fertilizer and chemicals division contributed Rs. 45,346.30 Lacs and soya division contributed Rs. 10,050.71 lacs. EBIDTA of the company stood at Rs. 5,401.65 Lacs.Thus, we have surpassed the previous best (EBIDTA of Rs. 3,926.72 lacs in 2010-11) and now the current achievement is unparallel in the entire operation since inception of the company.

During the year under review, the company has decided to utilize soya facilities depending on economic viability. Moreover, throughout the year, there was no parity in soya oil business which compelled the company to go slow in this regard to avoid losses.

The Oil Division of your company has conformed with the requirements under ISO 14001 : 2004 accreditation for the Environmental Management System and the certificate issued in the year June-2007 is periodically renewed and the same is now renewed upto June-2013.

Your Directors are hopeful that with the continuance of NBS Policy with additional contribution from soya division and with the unstinted support from working capital bankers, the performance of the company would improve in the current year.

3. EXPANSION ACTIVITY

At Udaipur, the production of SSP increased from 1.32 lac MT to 1.81 lac MT in the current year. At the same time, company has increased capacity of GSSP from 0.66 lac MT to 1.66 lac MT. The trial run has already started.

At Indore, company has already applied for environmental clearances for expansion of SSP capacity from 1.65 lac to 2.50 lac MT . The public hearing has already taken place and the company is expecting to receive permission very soon.

Moreover, at Pune unit, with the de-bottlenecking, capacity would further increase by 12,000 MT.

At Soya oil division, company has started erection of Lecithin plant which will generate value-added product and thus improve realization.

4. CORPORATE GOVERNANCE

A Report on Corporate Governance along with the Auditor's Certificate regarding Compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to clause 49 of the Listing Agreement are annexed hereto.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the Company for the year ended March 31, 2012;

3. Proper and sufficient care has been taken 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 and

4. The financial accounts have been prepared on a going concern basis.

6. AUDIT COMMITTEE

In accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of the following Directors viz. Mr. C. R. Malaviya (Chairman), Mr. Deonath Singh and Mr. H. D. Ramsinghani. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

7. SAFETY, ENVIRONMENTAL CONTROL & PROTECTION

The Company has taken all the necessary steps for safety and environmental control & protection at its plants at Indore, Udaipur and Pune.

8. DISCLOSURE OF PARTICULARS

Information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy, technology absorption, foreign exchange earning and outgo is annexed hereto and forms a part of this Report.

9. PERSONNEL

There were no employees who were employed during the period under review or part thereof and who were in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

10. DIRECTORS

Mr. C. R. Malaviya retires from the Board of Directors by rotation and is eligible for reappointment.

11. AUDITORS REPORT

Your Directors refer to the observations made by the Auditors in their Report and wish to state as follows:

In order to ascertain dues with micro, small and medium enterprises, the Company is revising procedure for purchase so that relevant information can be easily made available.As regards interest free loan given to sick company and its subsidiary in earlier years, the Company has made provision in the books of accounts and at the same time the Company is making full efforts for recovery of these dues.

12. AUDITORS

M/s. Dayal & Lohia, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for reappointment. The Company has received a certificate from them certifying that their appointment, if made, would be within the limits specified under Section 224(1-B) of the Companies Act, 1956.

13. COST AUDIT

The Cost Account Records maintained by the Company for "Fertilizers","Sulphuric Acid" and "Soya" are subject to yearly audit by qualified Cost Auditors. The Company has appointed Mr R S Raghavan, a qualified Cost Auditor for conducting the Cost Audit of such records for the financial year 2012-13.

The Company has received a Certificate from Cost Auditor certifying his independence and arm's length relationship with the company. In accordance with Cost Audit Rules, the due date for filing the Cost Audit Report for the financial year ended 31st March, 2011 was 30th September, 2011 and the same was filed on 30th September, 2011 with Ministry of Corporate Affairs, New Delhi. The Cost Audit Report for the financial year ended 31st March, 2012 will be filed on or before December 31, 2012.

14. INDUSTRIAL RELATIONS

The Industrial Relations remained cordial at all the units of the Company during the year under review.

15. ACKNOWLEDGEMENT

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

For and on behalf of the Board,

Place : Mumbai D. J. RAMSINGHANI

Dated : August 13, 2012 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

The Directors present the Twenty Fifth Annual Report together with Audited Accounts for the nine months period ended March 31, 2010.

(Rs. in lacs)

FINANCIAL RESULTS PERIOD ENDED PERIOD ENDED 31/03/2010 30/06/2009 (9 MONTHS) (15 months)



Sales & Other Income 13406.96 44,204.29

Profit before financial charges & Depreciation 754.81 1,870.35

Less: Financial Charges 301.65 856.21

Profit before Depreciation 453.16 1,014.14

Less : Depreciation 367.90 586.18

Net Profit for the period 85.26 427.96

Prior period Adjustment (Net) 7.69 20.81

Capital surplus on waiver of principal liabilities

by Banks and Institutions 758.22 1,110.63

Waiver of Interest 276.22 NIL

Capital surplus on waiver of right to redeem Preference capital NIL 940.00

Fringe Benefit Tax NIL (18.28)

Profit/(Loss) after adjustments 1127.39 2,481.12

Transfer to Capital Reserve (758.22) (2,050.63)

Transfer to Capital Redemption Reserve NIL (60.00)

Profit / Loss for the period 369.17 370.49

Profit & Loss balance brought forward from the previous period (5228.70) (5,599.19)

Balance carried to Balance Sheet (4859.53) (5,228.70)



1. CHANGE IN ACCOUNTING YEAR

The previous Accounting year of the Company was for a period of 15 months from 1st April 2008 to 30th June 2009. The Board of Directors have decided to change the Accounting year so as to align the same with the Financial Year under the Income Tax Act,1961 and hence the current Accounting Year is for a period of nine months commencing from 1st July 2009 and ending on 31st March,2010.

2. RESERVE AND DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend for the period under review.

During the period under review, the company has created capital reserve of Rs. 758.22 Lac being capital surplus arising out of waiver of principal liability in respect of term loan from lender .

During the period under review, an amount of Rs. 16.50 Lacs has been transferred from Investment Allowance Reserve to General Reserve.

3. REVIEW OF OPERATIONS

The company manufactures phosphatic fertilizers viz., Single Super Phosphate (SSP) in both Powder and Granular form along with Mixed Fertilizers, Sulphuric Acid and Soya oil. The concession schemest announced by the Govt. w.e.f. 1st May 2008 envisaged uniform MRP @ Rs. 3400/- per MT with differential concession payment based on prevailing rate of Rock Phosphate and Sulphur and this st scheme was revised w.e.f. 1st Oct. 2009 by implementing fixed ad-hoc subsidy of Rs. 2000/- per MT with open selling price of SSP.

It may be pertinent to note that Govt. of India thankfully finalized the revised Nutrient Based Subsidy st (NBS) Policy effective from 1 May, 2010 and this placed SSP industry at par with other complex manufacturers. Moreover, the main objective of shifting from product-based subsidy (PBS) to nutrient- based subsidy (NBS) regime was to restore soil health by addressing the nutrient imbalances since sulphur has also been considered as one of the nutrients, which was neglected till now.

The capacity utilization during the period was 70.22% as against 58.79% reported for 15 months period ended 30th June, 2009 which is considered to be highest in the industry of our size and operations. This increase in increased capacity utilization was mainly due to availability of Rock Phosphate and better management of working capital with support from consortium member banks.

The Company also decided to concentrate on other products like mixed fertilizers - NPK of various grades, Sulphuric acid, Oleum and Sulphur Trading activities etc. The company was granted permission to manufacture value-added product viz. Boronated SSP at our Indore unit. The combined results of the activities undertaken ultimately helped the Company in improving the bottom line.

During the period under review Soya industry underwent huge speculative business resulted into mis- match between seed procurement price and oil & de-oiled cake price. This led to unviable operations during the entire season and thus there was lack lusture performance in the industry. During the period, your company took cautious move and decided to go slow by under-utilising the facility. However, this approach ultimately helped in incurring avoidable losses.

Due to implementation of CDR package and with the infusion of promoters contribution commensurating with reduction of debt burden, your company could able to substantially reduce interest burden of the company which has helped in improving financials.

Due to proposed allotment of 1,21,36,190 equity shares of Rs. 10/- each at a premium of Rs. 20/-, equity base will go up from present level to Rs. 17.69 Crores.

During the period under review, the company has entered into settlement with some of the secured lenders.

Your Directors are hopeful that all round efforts made by the Company in achieving production efficiency, improving brand image and thriving for higher capacity utilization, will help the Company to stay afloat in competitive market. Various reliefs and concessions approved by CDR-EG will further strengthen Companys position.

4. FUTURE PROSPECTS

With the establishment of its brand leadership in M.P. and Maharashtra states, company would be in a position to reap benefits in the days to come. The Management is also planning to plunge in a big way in Uttar Pradesh, Karnataka and Andhra Pradesh markets.

The company also proposes to import and trade in P&K Fertilizers viz. MOP, DAP etc., which would also be consumed for various grades of NPK fertilizers. In view of increasing trend in consumption of Mixed fertilizers, company is increasing its production at Indore and Pune plants which remained under utilised as of now. Company is also introducing Boronated SSP in Indore market to take advantage of better realization and also to improve its capacity utilization.

The management is hopeful to encash the opportunity of increased soya sowing subsequent to good monsoon in the year and thus will revive its soya seed crushing and refining activities at its Indore plant.

Your Directors are glad to inform you that with the implementation of Nutrient Based Subsidy (NBS) policy, which envisages at-par treatment with other complex fertilizers, will help in improving capacity utilization and performance of the company in the years to come.

With better financial management within the existing available limits and also reduction in overall debts and timely support from bankers, the Management is hopeful to improve its operations and achieve better results in coming years.

5. SANCTION OF SCHEME BY BIFR

Your Directors are glad to put on record that the Debt Rehabilitation Scheme (DRS) submitted by the Operating Agency has been approved by Hon. BIFR vide their Order dated 6 August, 2009 confirming the reliefs and concessions granted by CDR – E G. The same is under implementation as per the Scheme.

6. CORPORATE DEBT RESTRUCTURING (CDR)

In line with the CDR package approved by CDR - EG, the promoter has complied with the prime requirement of infusion of promoters contribution. The entire equity contribution has been infused in phased manner by promoter subsequent to direction by CDR and H’ble BIFR. Promoter has brought stipulated contributions equity shown as share application money account and allotment of 1,21,36,190 equity shares of Rs. 10/- each would be made shortly at premium of Rs. 20/- per share in accordance with DRS sanctioned scheme.With the implementation of this package, the company is regularly servicing its obligation with banks and institutions.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance along with the Auditors Certificate regarding Compliance of the conditions of Corporate Governance as also a Management Discussion and Analysis Report pursuant to clause 49 of the Listing Agreement are annexed hereto.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Profit of the Company for the period ended March 31, 2010;

3. Proper and sufficient care has been taken 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; and

4. The financial accounts have been prepared on a going concern basis.

9. AUDIT COMMITTEE

In accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of the following Directors viz. Mr. C R Malaviya (Chairman), Mr. Deonath Singh, Mr. H. D. Ramsinghani and K. Raghuraman. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

10. SAFETY, ENVIRONMENTAL CONTROL & PROTECTION

The Company has taken all the necessary steps for safety and environmental control & protection at its plants at Indore, Udaipur and Pune.

11. DISCLOSURE OF PARTICULARS

Information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy, technology absorption, foreign exchange earning and outgo is annexed hereto and forms a part of this Report.

12. PERSONNEL

There were no employees who were employed during the period under review or part thereof and who were in receipt of remuneration in excess of the limits specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

13. DIRECTORS

IDBI Bank Limited has withdrawn the nomination of Mr. Yashpal Gupta from the Board of Directors and has nominated Mr. K.D. Ailani w.e.f. 05th April, 2010, whose nomination was also withdrawn w.e.f. 13th August, 2010. The Board places on record its sincere appreciation of the valuable contribution made by Mr. Yashpal Gupta and Mr. K. D. Ailani during their association with the company.

Shri H D Ramsinghani retires from the Board of Directors by rotation and is eligible for re-appointment.

14. AUDITORS REPORT

Your Directors refer to the observations made by the Auditors in their Report and wish to state as follows:

In respect of ascertainment of dues with micro small and medium enterprises, the Company is revising procedure for purchase so that relevant information can be easily made available. As regards interest free loan given to sick company and its subsidiary in earlier years, the Company has made provision in the books of accounts and at the same time the Company is making full efforts for recovery of these dues.

15. AUDITORS

M/s. Dayal & Lohia, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for reappointment. The Company has received a certificate from them certifying that their appointment, if made, would be within the limits specified under Section 224(1-B) of the Companies Act, 1956.

16. COST AUDIT

The Cost Account Records maintained by the Company for “Fertilizers” and "Sulphuric Acid" are subject to yearly audit by qualified Cost Auditors. The Company has appointed Mr R S Raghavan, a qualified Cost Auditor for conducting the Cost Audit of such records for the financial year 2010-11.

17. INDUSTRIAL RELATIONS

The Industrial Relations remained cordial at all the units of the Company during the period under review.

18. ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place : Mumbai D J RAMSINGHANI

Dated : August 13, 2010 CHAIRMAN & MANAGING DIRECTOR