58888:asfer | IND:Others - Not Mentioned | ISIN code: | SECT:General
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.
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.
We are glad to inform that as on date your company has no debts owing to Financial Institutions.
The company has generally maintained cordial relations with the employees.
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.
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.
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.
(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.
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
Date Sources:Live BSE and NSE Quotes Service: TickerPlant | Corporate Data, F&O Data & Historical price volume data: Dion Global Solutions Ltd.
BSE Quotes and Sensex are real-time and licensed from the Bombay Stock Exchange. NSE Quotes and Nifty are also real time and licenced from National Stock Exchange. All times stamps are reflecting IST (Indian Standard Time).
Copyright © 2020 Bennett, Coleman & Co. Ltd. All rights reserved. For reprint rights: Times Syndication Service