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Asian Fertilizers Ltd.

58888:asfer  |  IND:Others - Not Mentioned  |  ISIN code:  |  SECT:General

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You can view full text of the Director's Report for Asian Fertilizers Ltd.
Director Report
Mar2014   Mar 2015
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report
together with Audited Accounts of the company for the financial year
ended 31st March, 2015.

1.  THE FINANCIAL RESULTS:

The summarized financial performance of the Company for the financial
year ended March 31, 2015 as compared to previous year was as under.

                                                           (Rs in Lacs)

             PARTICULARS                 Year ended March    Year ended
                                           31,2015         March 31,2014

Remove from Operation                       6,137.06        4,914.21

Other Income                                   38.42           38.55

Total Expenditure                           5,786.36       4,716.76

Profit before Interest, Depreciation
Prior Period Items and Tax (PBIDTA)

Less: Finance Costs                          197.24          125.07

Less: Depreciation and Amortization           29.28           32.89

Profit Before Exceptional/Prior Period
Items and Tax

Items and Tax                                 165.59          77.81

Less: Exceptional/Prior Period Items
(Net)                                              0              0

Profit Before Taxes (PHT)                     162.59          77.81

Less: Tax Expense (Net)                        57.55          29.49

Profit for the year (PAT)                     105.04           48.32

Add: Balance of Profit brought forward

FINANCIAL HIGHLIGHTS :

During the year 2014-15, Company recorded revenue from operations of
Rs. 6137.06 lakhs, PBIDT of Rs. 197.24 Lakhs and Net Profit of Rs.
105.04 Lakhs as against revenue from operation of Rs. 4914.21 lakhs.
PBIDT of Rs. 125.07 lakhs and Net Profit of Rs. 48.32 lakhs in year
2013-14.

PLANT OPERATIONS:

The turnover of the company has increased as compared to the previous
year due to better market conditions. In quantum vise production of SSP
has decreased 7.36% whereas production of Sulphuric Acid has increased
5.84% Net Profit has also been increased during the year 2014-15.

Pursuant to the purchase agreement entered into with Shriram
Fertilizers & Chemicals (A division of DCM Shriram consolidated Ltd.)
on 22.10.02. Your company is able to achieve production of 37323 MT of
SSP during the year 2014-15 against the targeted production of 55000 MT
which is 67.86% of the production target and 56.55% of the installed
capacity and dispatched 36818 MT which is 94.51% of the installed
capacity of the plant. The sale of Sulphuric Acid was 14940MT and 17051
MT of Sulphuric Acid has been consumed for production of SSP and
Micronutrient. We wish to inform you that your company has entered a
fresh purchase agreement with Shriram Fertilizers & Chamical (A
division of Shriram Consolidated Ltd.) from 1.4.11. in which the total
production target is fixed 65000 MT & Shriram Fertilizers & Chemicals
has agreed to purchase total production of SSP, Your company has agreed
to pay only commission on sales and interest on deployed advances or
1%-SBI PLR to Shriram Fertilizers & Chemicals to maintain the
production schedule. Your company has started a new plant in Micro
nutrient segment and it''s also a reason of increment in profit in this
year in the comparison of last year.

FINANCE:

We are glad to inform that as on date your company has no debts owing
to Financial Institutions.

INDUSTRIAL RELATIONS

The company has generally maintained cordial relations with the
employees.

INDUSTRY STRUCTURE:

Nitrogen, phosphors, potassium are three major constituents of
fertilizers. India has good reserves of phosphate rocks, which can be
processed to give water soluble phosphatic fertilizers. Single Super
Phosphate is a cheap fertilizer and also known as Common farmer''s
fertilizer.

DEVELOPMENT IN GOVERNMENT POLICY:

Investment required for setting up a SSP unit is modest compared to
Nitrogenous fertilizers. The setup with indigenous technology does not
depend in any imported material because of availability of good quality
of rock phosphate with Rajasthan State Mines & Minerals Limited a State
Govt. Undertaking. The demand of fertilizers is likely to increase with
the emphasis by the Govt, on augmenting agriculture produce. The Govt,
of India has also notified that Imported Rock Phosphate from some
countries to use in production of SSP for competitive Production cost.

OPPORTUNITIES:

Since agriculture sector has its own importance in Indian economy, it
is bound to grow and our product SSP has also its own importance in
Agriculture sector.

Govt, of India has emphasized to promote SSP to fulfill the demand of
phosphatic fertilizers.

RISK AND CONCERN :

(a) Government Policy :

The Govt, has opened the MRP of SSP from 01/04/11 and manufacturers are
free to decide their rates.

(b) Availability of Raw Material:

Rajasthan State Mines & Mineral Ltd., a Govt, undertaking is the sole
supplier of our basic raw material i.e. Rock Phosphate. After notifying
imported Rock Phosphate from some countries by Govt, of India there is
no problem in availability of Raw Material.

(c) Subsidy on SSP

The Govt, of India has introduced nutrient base subsidy policy for all
type of fertilizers including SSP. The Govt, of India fixed subsidy for
whole year.

(d) The Total product of the company (except Sulphuric Acid) has
dependent on rain falls and weather conditions.

TRANSFER TO RESERVES

During the year under review the board propose not to transfer any
amount to any reserves..

COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNEARTION :

The company has made its own selection process viz a viz for executive
and non executive diretors. Nomination and Remuneration Committe has
checked out all the norms as provide in section 149 (6) of Companies
Act. 2013 for selection and appointment of Independent Directors in
company to asure that the thoughts of such director are not baised at
all. All the directors who have been appointed as independent director
in company are well completed since they are working in the company for
a very long period further the company his followed paper mechanism for
appointment of the KMPs. The company follows proper mecheanism for the
remmuneration paid to the directors and KMPs as per the recommendation
made by the Nomination and Remuneration committer after observing their
comments.

DIVIDEND :

In order to conserve the resources of the company the Board of
directors has decided not in declare any dividend for the year.

FIXED DEPOSITS :

The Company has not accepted any deposit from public/shareholder in
accordance with section 73 of the Companies Act, 2013 and as such, no
ammount on account of principal, an interest on public deposit was
outstanding on the date of the Balance Sheet

DETAILS OF DIRECTORS AND KMP''S APPOINTED AND RESIGNED DURING THE YEAR:

Appointment /Resignation of Directors :

The Shareholders in 29th Annual General Meeting held on 26th September,
2014 his appointed Mr. G.N. Gupta, Mr. K.C. Madam & Mr. Anurag Tulsyan,
as the independent directors of the Company..

All Independent Directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.

Further, No director has designed from the Company during the year
2014-15.

Further, Mr. Shobhit Matanhelia has been appointed as additional
Director of the Company w.e.f. 14/02/15 for which a notice has been
received from a member proposing his candidature along with deposite
rupees 1,00,000u/s 160.

Key Managerial Personnel :

Mr. Ashok Matanhelia as Managing Direcotors Mr. Somil Matanhelia as
whole-Time director & Mr. S.S. Pandey. Chief Financial Officer w.e.f.
14/02/2015 of the Company are the his Managerial Personnel as per the
provisions of Companies Act, 2013 and were already in office before the
commencement of Companies Act, 2013.

Mr. Lalit Sharma has been registration from the position of Chief
Financial Office from the date of 28th July, 2014.

No other director/s of KMP/s have been appointed or retired or resigned
during the financial year 20142015.

Retirement by Rotation:

Mrs. Usha Matanhelia is director liable to retire by rotation and being
eligible ofter herself for reappointment.

The brief resume of director retiring by rotation but seeking
reappointment at the ensuing Annual General Meeting, her experience in
specific functional areas and the companies on which she hold
directorship and / or membership / chairmanship of the committees of
the Board her shareholding etc. as slipulated under clause 49 of the
listing agreement with the Stock Exchanges are given in section report
on Corporate Governance of the Annual Report.

ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE OF ITS COMMITTEES AND
INDIVIDUAL DIRECTORS: -

The Companies Act, 2013 and revised Clause 49 of the Listing Agreement
entered with the Stock Exchanges stipulaies the performance evaluation
of the Directors including Chairman.

Board and its Commons Considering the said provisions, the Company has
revised the process and the criterinanl the performance evaluatin.

The independent Directors reviwed the performanc of non-independent
Directors, the Chairman and Board effectiveness as the whole. The
Nomination & Remuneration Committee evaluation be performance of the
Independent Directors. Non- Independent Directors and the Chairman of
the Company. Structured questionnaires to evaluate and assess the
quality, quantity and timeliness of the flow of information between the
Company management and the Board to see the (i) Board Effectiveness,
(ii) Evaluation of Non independent Directors, (iii) Evaluation of
Independent Directors, (iv) Evaluation of Committees (Audit, NRC,
Stakeholder Relationship Committee & Corporate Social Responsibility
and (v) Evaluation of Chairperson

The Board would use the results of evaluation process constructively to
improve its effectiveness, maximize strenghths of individual directors
and deliver performance & overall growth for the company.

COMMITTEES TO THE BOARD:

The Company has several Committees which been established in Compliance
with the requirements of the relevant provision of applicable laws and
statutes.

The Company has following Committees of the Board:

* Audit Committee

* Nomination & Remuneration Committee

* Stakeholders Relationship Committee

* Committee of Independent Directors

The details with respect to the composition powers, roles, terms of
reference, policies etc. of relevant Committee are given in derails in
the ''Report on Corporate Governance'' of the Company which forms part of
the Annual Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION :

The Company would like to inform that no material changes and
commitments affecting the financial position of the company have
occured during the period from the end of financial Year till date of
this report.

RELATED PARTY CONTRACT AND ARRANGEMENT OF THE COMPANY:

All related party transactions that were entered during the financial
year were in the ordinary course of business of the Company and were on
arm''s lingth basis. There were no materially significant related party
transactions entered by the Company with Promoters, Directors, Key
Managerial Personnel or other persons which may have a potential
conflict with the interest of the Company.

All such Related Party Transaction are placed before the Audit
Committee for approval, wherever applicable. Prior omnibus approval is
obtained for the transaction which are foreseen and repetitive in
nature. A statement of all related party transactions is presented
before the Audit Committee on a quarterly basis, specifiying the
nature, value and terms and conditions of the transactions.

The policy on dealing with Related Party Transictions has approved by
the Audit Committee.

Since all related party transactions entered by the Company were in the
oridnary course of business and were on an arm''s length basis, form
AOC-2 is ANNEXURE-I to the Director''s Report.

The details of the transaction with Related Party are provided in the
accompanying financial statements.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the process or operation
was observed.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

During the year the company has not made any loan, investment and / or
gurantee covered under section 186 of Companies Act, 2013

LEGAL FRAMEWORK AND REPORTING STRUCTURE :

The Company would like to inform that legal compliance tool has been
installed vertically within the organization for monitoring and
complying all lows applicable to the Company. This tool is being
overseen and supervised by the office of the Company Secretary. Further
the Company secretary has also been cast the reponsibility of providing
a compliance certificate at every Board meeting including the key
noncompliances during the quarter.

RISK MANAGEMENT POLICY AND INDENTIFICATION OF KEY RISKS:

The Company would like to inform that the risks which threaten the
existence of the Company has been identified and accordingly a risk
management fram work has been created and adopted by the company.
Further the internal auditors of the Company have been cast with the
responsibility of monitoring this framework and report to management
the key risks affecting the business.

CSR ACTIVITIES :

CSR Activities are not applicable to the company, Since the Company
does not meet the criteria as defined under section 135 of Companies
Act, 2013.

DISCLOSURES:

(i) MEETINGS OF THE BOARD:

Four meeting of the Board of Directors were held during the year. For
further details, please see report on corporate governance.

(ii) AUDIT COMMITTEES:

The Audit Committee comprises Independent directors namely Mr. K.C.
Madan as Chairman. Mr. Anurag Tulsyan as member and Mr. P.K. Matenhelia
as member (Non-Executive Director). All the recommedation made by the
Audit Committee were accepted by the Board.

(iii) ESTABLISHMENT OF VIGIL/WHISTLE BLOWER MECHANISM

The Company promotes ethical behavior in all its business activities
and in line with the best practices for corporate govenance. It has
established a system through which directors & employees may report
beach of code of conduct, unerthical business practices, illegality,
fraudm and corruption etc. at work place without fear of reprisal. The
functioning of the Vigil mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle Blowers have been denied access
to the Audit Committee of the Board. The details of the Whistle Blower
Policy are explained in the Report on Corporate Governance and also
available on the website of the company.

The company has established a whistle blower mechanism for the
directors and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of the company''s code of conduct
or ethics poloicy.

During the Financial Year 2014-2015 there was no complaint reported by
any Director or employee of the company under this mechanism.

(iv) EXTRACT OF ANNUAL RETURN : -

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the extract of
the Annual Return as at March 31, 2015 to be set out in ANNEXURE-II to
the Directors'' Report.

AUDITORS & AUDITORS'' REPORT :

(a) Statutory Auditors & Audit Report:

Kapoor Tandon & Company, Statutory Auditors of the company Kanpur, hold
office till the conclusion of the ensuting Annual General Meeting and
are eligible for re-appointment. The have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and Rules framed
thereunder for reappointment as Auditors of the Company.

The observations of the auditors are explained wherever neccessary in
appropriate notes to the accounts, Also, there is no adverse comment in
the Auditor''s Report.

(b) Secretarial Audit & Secretarial Audit Report;

Pursuant to Section 204 of the Companies Act, and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Adesh Tondon & Associates, Practicing Company
Secretary as secretarial auditor for conducting Secretarial Audit for
all applicable laws for the Financial Year 2015. The Report of the
Secretarial Audit Report to be set out in ANNEXURE-III to the
Director''s Report.

The replies of qualification of secretarial Auditor by Board of
Directors are given below:

1.  Company will take care in future for the compliance of clause 31
(d) and clause 41 of Listing Agreement.

2.  Company has send Annual report to the shareholder and other as
required in companies Act, 2013 and Listing agreement but dispatch
proof are not in our possession.

3.  Company has sent emailfor inquiring the process of revocation of
suspension of trading from BSE and payment of listing fees but reply
thereof is awaited from BSE. However company is decided to depute our
executive to sort-out the matter to insure revocation of suspension of
securities.

4.  Company is in process of maintaining the website under clause 54 of
the Listing Agreement.

5.  The disclosure under SEBI (SAST) Regulation, 2011 to stock
exchange has given by the company but dispatch proof is not traceable
due to lack of proper maintenance of dispatch proof.

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 (5) of the Companies
Act, 2013 it is hereby confirmed that

a) In the preparation of the annual accounts, 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 judjments and estimates that are resonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;

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

d) The director 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 provision of all applicable laws and that such systems were
adequate and operating effectively.

CORPORATE GOVERNANCE :

A Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement entered with the Stock Exchanges, forms part of the
Annual Report. The Company has been in compliance with all the norms of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report on financial condition and
results of operations of the Company for the year under reviews
required under Clause 49 of the Listing Agreement entered with the
Stock Exchanges is given as separate Statement forming part of the
Annual Report.

A. EMPLOYEES REMUNERATION

(i) In terms of the provisions of Section 197 (12) of the Companies
Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration Rules, 2013 as amended, the names and other particulars of
the employees are not required to be set out in the Directors''s Report
as none of the employee is drawing the remuneration as prescribed under
Rule 5(2).

In terms of Section 136 of the Companies Act, 2013 the Annual Report
excluding the aforesaid information is being sent to all the Members of
the Company and others entitled thereto. Members who are interested in
obtained such particulars may write to the Company Secretary of the
Company at its Registered Office.

(ii) The ratio of the remuneration of each director to the mediam
employee''s remuneration and other details in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, to be set out in ANNEXURE-IV to Director''s Report.

B.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FORGEIGN EXCHANGE
EARNINGS AND OUTGO

a) Conservation of Energy

Since the operation of the company are not energy intensive, therefore
does not call for any steps to be taken

Therefore clause (i) & (ii) are not applicable

b) Technology Absorption

The Company has not imported any specific techology for its operations
which are not update in India.

c) Foreign Exchange Earning and Outgo

During the period under review there was no Foreign Exchange Earnings
or out flow in the company.

ACKNOWLEDGMENTS :

The Directors would like to express their sincere appreciation of the
cooperation and assistance received from the Authorities, Readers,
Bankers, Credit Rating Agencies, Depositories, Stock Exchanges,
Registrar and Share Transfer Agents, Associated as well as our
Shareholders at large during the year under review.

The Directors also wish to place on Recod their deep sense of
appreciation for the commitment, abilities and hard work of all
executives, officers and staff who enabled Company to consistently
deliver satisfactory and rewarding performance even in the challenging
economic conditions.

                          For and on behalf of the Board of Directors
                                            Asian Fertilizers Limited

DATE: 29/05/2015
Place: Gorakhpur                              Ashok Kumar Matanhelia
                                                   Managing Director
                                                       Din: 01763776
                                            Address: 789, Ajay Khand,
                                           Patrkar Puram, Rapti Nagar
                                                   Gorakhpur - 273009





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