Krishana Phoschem Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the
Audited Accounts of the Company for the year ended 31st March, 2025.

FINANCIAL RESULT

The summary of financial results for the year and appropriation of divisible profits is given below:

(Rs. In Lacs)

Particulars	2024-2025	2023-2024
Turnover	135823.89	92389.77
Profit Before Taxation	12326.58	5906.93
Taxation	3672.63	1862.64
Profit /(Loss) after Tax	8653.95	4044.29
Profit Before Tax Margin (%)	9.08	6.39
Profit After Tax Margin (%)	6.37	4.38

PERFORMANCE REVIEW AND STATE OF
COMPANY''S AFFAIR:

During the period under review the company has achieved
turnover of Rs 135823.89 lakhs and the profit of the company
before tax is Rs 12326.58 lakhs and profit after tax is
Rs 8653.95 lakhs.

The production of 62620 M.T. of Beneficiated Rock Phosphate,
114559 M.T. of Single Super Phosphate (including consumption
of micronutrient Zinc Sulphate and Boron), 201785 M.T.
of Sulphuric Acid, 230694 MT of Nitrogen Phosphorus &
Potassium (NPK) & Di Ammonia Phosphate and 56467 MT of
Phosphoric Acid.

CHANGE IN THE NATURE OF BUSINESS OF
COMPANY

During the year under review, there is no change in the nature of
business of Company.

LISTING OF THE COMPANY

The Shares of your Company are Listed on “National Stock
Exchange” Platform with stock code “KRISHANA” The annual
Listing Fees for the Year 2025-26 has been Paid by the company
to the exchange.

SHARE CAPITAL

During the year ended 31st March 2025, there was no change
in the issued and subscribed capital of the Company, the
outstanding capital as on 31st March 2025 continues to be
6182.76 Lakhs comprising of 6,18,27,600 shares of 10/- each.

ANNUAL RETURN (SECTION 92):

The information required pursuant to the provisions of Section
134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration)

Rules, 2014, the Annual Return for the financial year ended on
March 31st, 2025 is available on the website of the Company
viz. http://www.krishnaphoschem.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34 of the Listing Regulations, the
Business Responsibility and Sustainability Report for the
financial year ended 31st March, 2025, is provided in Annexure
I forming part of this report and the same is also available on the
website of the Company.

STATUTORY AUDITORS’ & STATUTORY AUDITORS’
REPORT

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
M/s Ashok Kanther & Associates, Chartered Accountants, was
appointed as the Auditor of the Company for a period of 5
consecutive years till the conclusion of 23rd AGM to be held in
the year 2027.

The Auditor’s Report is self-explanatory and therefore, does
not call for any further comments/ clarifications and Auditor’s
report does not contain any qualification, reservation or
adverse remarks

SECRETARIAL AUDITOR & SECRETARIAL
AUDITORS’ REPORT

Pursuant to the provisions of Section 204(1) of the Companies
Act, 2013 and the Companies (Appointment & Remuneration
of Managerial personnel) Rules, 2014, the company has Re¬
appointed M/s Sourabh Bapna & Associates, a Proprietorship
firm of company Secretaries in practice to undertake the
Secretarial Audit of the Company for a period of 5 consecutive
years for financial year 2025-26 to F.Y.2029-30. The Company
has received their consent for Re-appointment.

The Secretarial Audit report for financial year 2024-25 received
from Sourabh Bapna & Associates is provided in Annexure II
forming part of this report.

The Secretarial Audit report received from M/s Sourabh Bapna
& Associates does not contain any qualification, reservation or
adverse remarks.

COST AUDITOR

The company has made and maintained cost accounts and
records as specified by the central Governmant under section
148(1) of the Companies Act, 2013

For the financial year 2024-25, M/s. K. C. Moondra & Associates,
Cost Accountant have conducted the audit of the cost records
of the Company.

In accordance with the provisions of Section 148 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, and on the recommendation of the Audit Committee, the
Board has Re-appointed M/s K.C. Moondra & Associates, Cost
Accountants (Registration No. 101814), at such remuneration
as fixed by board of directors to conduct the audit of the cost
records of the Company for the financial year ending 31stMarch,
2026. The Re-appointment and the remuneration of the Cost
Auditor is required to be ratified subsequently by the Members
of the Company.

The Company has received their written consent and
confirmation that the Re-appointment will be in accordance with
the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR & AUDITORS’ REPORT

As per section 138 of The Companies Act 2013 read with
Rule 13 of Companies (Accounts) Rules, 2014, the company
has appointed Ms. Anuradha Dargar, Chartered Accountant
as Internal Auditor to conduct Internal Audit for the Financial
Year 2025-26. The Company has received their consent
for appointment.

The Internal Audit Report is received by the Company from M/s
Sourabh Bapna & Associates and the same is reviewed and
approved by the Audit Committee and Board of Directors for
the year 2024-2025. All the observations made by the Internal
Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system,
which is commensurate with the size, scale and complexity of
the company. The internal auditors independently evaluate the
adequacy of internal controls and concurrently audit the majority
of the transactions in value terms. Independence of the audit
compliance is ensured by the direct reporting of Internal Audit
Division and Internal Auditors to the Audit Committee of the Board.

During the period under review the Internal Financial Control
were tested and no reportable material weakness in the design
or operation were observed.

REPORTING OF FRAUDS BY AUDITORS, IF ANY:

No fraud has been reported by auditors under section 143 (12)
of the companies act 2013.

RESERVES

During the year under review, The Board of Directors of the
Company has not recommended for transfer of any amount to
the Reserve from surplus for the Financial Year ended March 31,
2025. An amount of 32197.62 Lakhs (previous year 23876.31
Lakhs) is proposed to be held as Retained Earnings.

DIVIDEND & DIVIDEND POLICY

After considering earnings, requirement for funds and with
the objective of rewarding the Shareholders, the Board has
recommended final dividend of 5% being Rs. 0.50 per equity
share of Rs. 10/- each for the financial year 2024-25, subject to
approval at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in
accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Dividend Distribution Policy of the
Company is made available on the website of the Company. The
same can be accessed on http://www.krishnaphoschem.com

DEPOSITS:

During the year, the Company has not accepted deposits from
the public under section 73 chater V of the Companies Act, 2013.

NO DEFAULT:

The company has not defaulted in payment of interest and/or
repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report the Company’s Board comprised
of 8(Eight) Directors viz., 2(Two) Non-Executive Independent
Directors; 2 (Two) Women Independent Non-Executive Director,
1 (One) Promoter and Managing Director, 1 (One) Whole time
Director and CFO, and a 2(Two) Promoter and Non-Executive
Director. The Chairman of the Board is also Promoter Non -
Executive Director.

Retirement by Rotation

In accordance with provisions of Companies Act, 2013
and company’s Articles of Association, Mr. Pankaj Ostwal
(DIN: 02586806), Director of the Company, retire by
rotation and being eligible, offers himself for re¬
appointment.

Key Managerial Personnel

Mr. Praveen Ostwal, Managing Director of the Company, Mr.
Sunil Kothari, Whole Time Director & Chief Financial Officer
and Mr. Ankit Mundra, Company Secretary & Compliance
Officer of the Company (Resigned w.e.f 17.12.2024) and Mr.
Anil Sharma Company Secretary & Compliance Officer of the
Company (appointed w.e.f 17.12.2024) were designated as Key
Managerial Personnel of the Company pursuant to Section 203
of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other
matters provided in Section 178(3) of the Act has been disclosed
in the Corporate Governance Report, which is a part of this
report and is also available on the Company’s website at http://
www.krishnaphoschem.com.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each
Independent Director under Section 149(7) of the Companies Act,
2013, to the effect that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013. The terms
and conditions for appointment of the Independent Directors are
incorporated on the website of the Company.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and
expertise and that they hold highest standards of integrity

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 12 (Twelve) times on 22nd
April 2024, 11th May 2024, 20th June 2024, 29th July 2024,
17th August 2024, 26th September 2024, 15th October 2024,
17th December 2024, 15th January 2025, 10thFebruary 2025,
25th February 2025 and 25th Marh, 2025 in the Financial
Year 2024-25 in respect of each meetings, proper notices
were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.
The details of Board Meetings and the attendance of the
Directors there at are provided in the Corporate Governance
Report. The intervening time gap between two consecutive
Meetings of the Board was within the limit prescribed under
the Companies Act, 2013.

INSOLVENCY AND BANKRUPTCY CODE & ONE¬
TIME SETTLEMENT

The company does not make any application under the
Insolvency and Bankruptcy Code, 2016 and There is no
proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement
of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees
of the Company is provided in Annexure III forming part
of this report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARN-INGS AND OUTGOING

The details as required under section 134 (3) (m) of the
Companies Act, 2013 read with the Rule 8 of Companies
(Account) Rule, 2014 for conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo are given
in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND
INVESTMENT UNDER SECTION 186:

The information required for loans given, investment made or
guarantee given or security provided under section 186 of the
Companies Act, 2013 read with the rule 11 of Companies (Meetings
of Board and its power) Rule, 2014 is given in Annexure V forming
part of this report and also provided in the financial statement of
the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT POLICY :

Proper Risk Management Practices have been followed for the
purpose of risk identification, analysis, response planning, and
monitoring, controlling, and reporting. Although, all risks cannot
be eliminated, but mitigation and contingency plans have been
developed to lessen their impact if they occur.

The Company has constituted a Risk Management Committee,
as per the details set out in the Corporate Governance Report.
The Company has formulated a Risk Management Policy
to ensure risks associated with the business operations are
identified and risk mitigation plans put in place. Details of the key
risk associated with the business are given in the Management
Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL
STANDARDS:

The Company is in compliance with the Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION
188

All related party transactions that were entered into during the
financial year were on arm’s length basis and were in the ordinary
course of the business. There are no materially significant related

party transactions made by the company during the financial
year which were in the conflict of interest of the company.

Information on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2
and the same forms part of this report.

Related party transactions as required under the Indian
Accounting Standards are disclosed in Notes to the financial
statements of the Company for the financial year ended March
31,2025. The Policy on Related Party Transaction is available
on the Company''s website at http://www.krishnaphoschem.com.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis
Report, as required pursuant to the SEBI ((Listing Obligations &
Disclosure Requirements) Regulations, 2015, is provided in Annexure
VII and Annexure VIII respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013
and the Listing regulations, the Board has carried out an annual
performance evaluation of its own, working of its Committees
and the Directors. The Nomination and Remuneration
Committee has carried out evaluation of every Director. The
Independent Directors evaluated performance of the Non¬
Independent Directors, the Board as whole and the Chairperson
of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted the
following committees in terms of the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosures
Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER
SECTION 177:

The Audit Committee of the Company consists of 2 Independent
Directors and 1 Executive Director.

The Chairman of the Audit Committee is financially literate
and majority of them having accounting or related financial
management experience. Company Secretary acts as Secretary
to the Committee.

The following Directors are the members of Audit Committee.

(1) Mrs. Priyanka Surana Chairman

(2) Mrs. Shruti Babel Member

(3) Mr. Sunil Kothari Member

During the year the Committee had 4 Meetings i.e. on 11th May
2024, 29th July 2024, 15th October 2024 and 15th January 2025.

The committee has been reconstituted w.e.f.26.09.2024 in which
Mrs. Priyanka Surana designated as chairman from member and
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

NOMINATION & REMUNERATION COMMITTEE
DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies
Act, 2013, Nomination and Remuneration Policy recommended
by the Nomination and Remuneration committee is duly approved
by the Board of Directors of the Company. Policy is disclosed on
the website of the Company http://www.krishnaphoschem.com

The following Directors are the members of Nomination and
Remuneration Committee.

(1) Mrs. Priyanka Surana Chairman

(2) Mr. Gopal Inani Member

(3) Mrs. Shruti Babel Member

The Committee meets Four times in the year and also as and
when any remuneration is to be fixed for any Director /Managing
Director and Key Managerial Personnel. During the year the
Committee had 4 Meetings i.e. on 11th May 2024, 29th July
2024 , 17th December 2024 and 15th January 2025.

The committee has been reconstituted w.e.f.26.09.2024 in which
Mrs. Priyanka Surana designated as chairman from member and
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

INDEPENDENT DIRECTORS MEETING:

The following are the members of independent
directors committee:

(1) Mr. Gopal Inani Chairman

(2) Mrs. Priyanka Surana Member

(3) Mr. Bheru Lal Ostwal Member

(4) Mrs. Shruti babel Member

During the year one Independent Directors Meeting were held
on 18th March 2025.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the
Investor Grievances:

(1) Mrs. Shruti babel Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Sunil Kothari Member

During the year the 3 Stakeholder Relationship Committee
Meetings were held on 11th May 2024, 29th July 2024 and 15
th January 2025 the complaints received and their disposal
has been reviewed.

The committee has been reconstituted w.e.f. 26.09.2024 in
which Mrs. Shruti Babel joined as a member and designated
as chairman in place of Mr. Pradeep Agarwal who ceased to be
member of the committee.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII
of the Companies Act, 2013, CSR Committee of the Board of
Directors was formed to recommend (a) the policy on Corporate
Social Responsibility (CSR) and (b) implementation of the CSR
Projects or Programs to be undertaken by the Company as
per CSR Policy for consideration and approval by the Board
of Directors. CSR Policy is disclosed on the website of the
Company viz. http://www.krishnaphoschem.com.

As per provision of new enacted Company Act, 2013, the Board
of Directors have framed Corporate Social Responsibilities
Committee having the following members: -

(1) Mr. Sunil Kothari Chairman

(2) Mr. Gopal Inani Member

(3) Mrs. Shruti Babel Member

The committee has been reconstituted w.e.f.26.09.2024 in which
Mr Sunil Kothari designated as chairman from member and
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

Our Company considers social responsibility as an integral part
of its business activities and endeavors to utilize allocable CSR
budget for the benefit of society.

Krishana Phoschem Limited (KPL) contributed immensely to
help the marginalized sections of the society.

Your company as part of its responsibility towards society has
been taking welfare measures from time to time.

During the year the Committee had 2 Meetings i.e., on 30th
September 2024 and 31st March 2025.

The CSR Report for the financial year ended on March 31st,
2025 is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a
Risk Management Committee to inter-alia, assist the Board
in overseeing the responsibilities with regard to identification,
evaluation and mitigation of operational, strategic and external
environmental risks.

The following Directors are the members of Risk
Management Committee.:

(1) Mrs. Priyanka Surana Chairman

(2) Mr. Sunil Kothari Member

(3) Mrs. Shruti Babel Member

During the year the 3 Risk Management Committee
Meetings were held on 10th April 2024, 29th July-2024 and
15th January 2025.

The committee has been reconstituted w.e.f.26.09.2024 in which
Mrs. Shruti Babel joined as a member in place of Mr. Pradeep
Agarwal who ceased to be member of the committee.

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 behaviour.
A mechanism has been established for employees to report
concerns about unethical behaviour, actual or suspected fraud
or violation of Code of Conduct and Ethics. It also provides for
adequate safeguards against the victimization of employees
who avail of the mechanism and allows direct access to the
Chairperson of the audit committee in exceptional cases.

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

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

No significant and material orders have been passed by the
regulators or Courts or Tribunals which impact the going concern
status of your Company and the Company’s operations in future.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY:

The Company does not have any Subsidiary, Joint Venture and
Associate Company.

CREDIT RATINGS:

During financial Year 2024-25 CRISIL Rating has assigned
overall Credit Ratings in respect of borrowings availed by the
Company as ‘CRISIL A/Stable’,(reaffirmed)

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirement of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainee) are
covered under this policy.

The following is a summary of sexual harassment complaints

received and disposed off during the year 2024-25.

No. of complaints received: Nil

No. of complaints disposed off: Nil

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134

(5) of the Companies Act, 2013 with respect to Directors

Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial
Year ended 31st March, 2025, 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 at
the end of the financial year and of the profit and loss of the
company for the year under review;

(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 directors had prepared the annual accounts for
the financial year ended 31st March, 2025 on a going
concern basis;

(e) That 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.

HEALTH, SAFETY, QUALITY AND ENVIRONMENTAL
PROTECTION

Your Company is ISO 9001:2015 certified and maintains high
quality of product and processes. The quality assurance is
ensured at all stages of manufacturing processes, maintenance
and support services. Quality reviews are regularly conducted
and feedback from end users (farmers) is accorded utmost
importance. Sophisticated instruments are in place for monitoring
of critical quality parameters.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appre¬ciation
for the co-operation and assistance received from Share Holders,
Customers, Banks, Financial Corporations, various Government
Authorities for their whole hearted support. Your Directors
also recognize and appreciate the efforts and hard work of all
employees of the company and their continued contribution to
company’s progress.

For and on Behalf of the Board of Directors

Praveen Ostwal Sunil Kothari

Date: 06.05.2025 (Managing Director) (Whole time Director & CFO)

Place: Bhilwara (DIN: 00412207) (DIN: 02056569)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 20^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULT

The summary of financial results for the year and appropriation of divisible profits is given below:

(Rs in Lakhs)

	Particulars	2023-2024	2022-2023
	Turnover	92389.77	32281.76
	Profit Before Taxation	5906.93	3893.86
	Taxation	1862.64	1220.26
	Profit / (Loss) after Tax	4044.29	2673.60
	Profit Before Tax Margin (%)	6.39	12.06
	Profit After Tax Margin (%)	4.36	8.28

PERFORMANCE REVIEW AND STATE OF COMPANY’S AFFAIR:

During the period under review the company has achieved turnover of Rs 92389.77 lakhs and the profit of the company before tax is Rs 5906.93 lakhs and profit after tax is Rs 4044.29 lakhs.

The production of 61526 M.T. of Beneficiated Rock Phosphate, 113291 M.T. of Single Super Phosphate (including consumption of micronutrient Zinc Sulphate and Boron), 150466 M.T. of Sulphuric Acid, Oleum, Coloro Sulphonic Acid, and other Products, 97671 MT of Nitrogen Phosphate & Potassium (NPK), 48171 MT of Phosphoric Acid, 51291 MT of Di Ammonia Phosphate.

The profit of the company before tax is Rs 5906.93 lakhs and profit after tax is Rs 4044.29 lakhs.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company.

LISTING OF THE COMPANY

The Shares of your Company are Listed on "National Stock Exchange" Platform with stock code "KRISHANA" The annual Listing Fees for the Year 2024-25 has been Paid by the company to the exchange.

SHARE CAPITAL

The Authorized Equity Share Capital of your company has been increased from Rs. 40,00,00,000 to Rs. 70,00,00,000 during the year under review. The Authorized Equity Share Capital of Company as on 31st March, 2024 stood at Rs.70,00,00,000/- (Rupees Seventy Crore Only) comprising of 7,00,00,000 (Seven Crore) Equity Shares of Face Value of 10/- (Rupees Ten Only) each.

The paid-up share capital of your company has been increased from Rs. 30,91,38,000 to Rs. 61,82,76,000 during the year under review. The Company has issued and allotted 3,09,13,800 fully paid-up Bonus Equity shares of Rs 10 each on 25^th October 2023 in the ratio of 1:1(i.e 1 Bonus Equity shares for every 1 existing equity shares of the company).

Post Bonus, the paid-up Equity Share Capital of the company stands at 61,82,76,00 equity shares of 10 each, aggregating to Rs. 61,82,76,000.

ANNUAL RETURN (SECTION 92):

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended on March 31^st, 2024 is available on the website of the Company viz. http:/ /www.krishnaphoschem.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2024, is provided in Annexure I forming part of this report and the same is also available on the website of the Company.

STATUTORY AUDITORS'' & STATUTORY AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates, Chartered Accountants, was appointed as the Auditor of the Company for a period of 5 consecutive years till the conclusion of 23^rd AGM to be held in the year 2027.

The Auditor''s Report is self-explanatory and therefore, does not call for any further comments/ clarifications and Auditor''s report does not contain any qualification, reservation or adverse remarks

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS'' REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, the company has Reappointed M/s Sourabh Bapna & Associates, a Proprietorship firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for financial year 2024-25. The Company has received their consent for Re-appointment.

The Secretarial Audit report for financial year 2023-24 received from Sourabh Bapna & Associates is provided in Annexure II forming part of this report.

The Secretarial Audit report received from M/s Sourabh Bapna & Associates does not contain any qualification, reservation or adverse remarks.

COST AUDITOR

M/s. K. C. Moondra & Associates, Cost Accountant, was re-appointed as Cost Auditors of your Company for FY 2024-2025.

For the financial year 2023-24, M/s. K. C. Moondra & Associates, Cost Accountant have conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has Re-appointed M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), at such remuneration as fixed by board of directors to conduct the audit of the cost records of the Company for the financial year ending 31^stMarch, 2025. The Re-appointment and the remuneration of the Cost Auditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the Central Government.

The Company has received their written consent and confirmation that the Re-appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR & AUDITORS'' REPORT

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Re-appointed M/s Sourabh Bapna & Associates, Practising Company Secretaries as Internal Auditor to conduct Internal Audit for the Financial Year 2024-25. The Company has received their consent for Re-appointment.

The Internal Audit Report is received by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for the year 2023-2024. All the observations made by the Internal Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

During the period under review the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

REPORTING OF FRAUDS BY AUDITORS, IF ANY:

No fraud has been reported by auditors under section 143 (12) of the companies act 2013. RESERVES

During the Year under review, The Board of Director of company have recommended to transfer Rs. 3889.72 lakhs to Retained Earnings and issue bonus share of Rs.3091.38 from retained earning reserves hence, the retained earnings has increased to Rs 16,845.10 lakhs.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the Shareholders, the Board has recommended final dividend of 5% being Rs. 0.50 per equity share of Rs. 10/- each for the financial year 2023-24, subject to approval at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made available on the website of the Company. The same can be accessed on http:/ /www.krishnaphoschem.com

DEPOSITS:

During the year, the Company has not accepted deposits from the public under section 73 chater V of the Companies Act, 2013.

NO DEFAULT:

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act, 2013 and company''s Articles of Association, Mr. Sunil Kothari (DIN: 02056569), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

During the year, Mr. Praveen Ostwal Managing Director of the Company, Mr. Sunil Kothari, Whole Time Director & Chief Financial Officer,Ms. Priyanka Bansal, Company Secretary & Compliance Officer of the Company (Resigned w.e.f 30.09.2023) and Mr. Ankit Mundra Company Secretary & Compliance Officer of the Company(appointed w.e.f 13.12.2023) were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company''s website at http:/ /www.krishnaphoschem.com.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions for appointment of the Independent Directors are incorporated on the website of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 10 (Ten) times on 21^st April 2023, 12^h June 2023, 10^th August 2023, 29^th August 2023,23^rd September 2023, 30^th September 2023,25^th October 2023, 10^th November 2023, 13^th December 2023 and 12^thFebruary 2024 in the Financial Year 2023-24 in respect of each meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details of Board Meetings and the attendance of the Directors there at are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013.

INSOLVENCY AND BANKRUPTCY CODE & ONE-TIME SETTLEMENT

The company does not make any application under the Insolvency and Bankruptcy Code, 2016 and There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company is provided in Annexure III forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

The information required for loans given, investment made or guarantee given or security provided under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is given in Annexure V forming part of this report and also provided in the financial statement of the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT POLICY :

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, response planning, and monitoring, controlling, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans have been developed to lessen their impact if they occur.

The Company has constituted a Risk Management Committee, as per the details set out in the Corporate Governance Report. The Company has formulated a Risk Management Policy to ensure risks associated with the business operations are identified and risk mitigation plans put in place. Details of the key risk associated with the business are given in the Management Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company during the financial year which were in the conflict of interest of the company.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company''s website at http://www.krishnaphoschem.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations, 2015, is provided in Annexure VII and Annexure VIII respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the Non-Independent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Mr. Pradeep Agrawal Chairman

(2) Mrs. Priyanka Surana Member

(3) Mr. Sunil Kothari Member

During the year the Committee had 4 Meetings i.e. on 21^st April 2023, 10^th August 2023, 10^th November 2023 and 12^th February 2024.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company http:/ /www.krishnaphoschem.com

The following Directors are the members of Nomination and Remuneration Committee.

(1) Mr. Pradeep Agrawal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Priyanka Surana Member

The Committee meets twice in a year and also as and when any remuneration is to be fixed for any Director /Managing Director and Key Managerial Personnel. During the year the Committee had 2 Meetings i.e. on 25^th October 2023 and 13^th December 2023.

Mr. Sunil Kothari was appointed as a member of committee w.e.f 10.08.2023 in place of Mr. Praveen Ostwal.

INDEPENDENT DIRECTORS COMMITTEE:

The following are the members of independent directors committee:

(1) Mr. Pradeep Agarwal Chairman

(2) Mr. Gopal Inani Member

(3) Mrs. Priyanka Surana Member

During the year one Independent Directors Committee Meeting were held on 30^th March 2024. STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Mr.Pradeep Agarwal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Sunil Kothari Member

During the year the 4 Stakeholder Relationship Committee Meetings were held on 21^st April 2023, 10^th August 2023, 10^th November 2023 and 12^th February 2024 the complaints received and their disposal has been reviewed.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. CSR Policy is disclosed on the website of the Company viz. http:/ /www.krishnaphoschem.com.

As per provision of new enacted Company Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members: -

(1) Mr. Pradeep Agarwal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Sunil Kothari Member

Our Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

Krishana Phoschem Limited (KPL) contributed immensely to help the marginalized sections of the society.

Your company as part of its responsibility towards society has been taking welfare measures from time to time.

During the year the Committee had 2 Meetings i.e., on 30^th September 2023 and 30^th March 2024.

The CSR Report for the financial year ended on March 31^st, 2024 is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks.

The following Directors are the members of Risk Management Committee.:

(1) Mrs. Priyanka Surana Chairman

(2) Mr. Pradeep Agarwal Member

(3) Mr. Sunil Kothari Member

During the year the 2 Risk Management Committee Meetings were held on 10^st August 2023 and 25^th October 2023.

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 behaviour. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

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

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status of your Company and the Company''s operations in future.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

CREDIT RATINGS:

During financial Year 2023-24 CRISIL Rating has assigned overall Credit Ratings in respect of borrowings availed by the Company as ''CRISIL A/Stable''.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

No. of complaints received: Nil No. of complaints disposed off: Nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, 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 at the end of the financial year and of the profit and loss of the company for the year under review;

(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 directors had prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis;

(e) That 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.

HEALTH, SAFETY, QUALITY AND ENVIRONMENTAL PROTECTION

Your Company is ISO 9001:2015 certified and maintains high quality of product and processes. The quality assurance is ensured at all stages of manufacturing processes, maintenance and support services. Quality reviews are regularly conducted and feedback from end users (farmers) is accorded utmost importance. Sophisticated instruments are in place for monitoring of critical quality parameters.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Share Holders, Customers, Banks, Financial Corporations, various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Date: 17.08.2024 Sd/- Sd/-

Place: Bhilwara Praveen Ostwal Sunil Kothari

(Managing Director) (Whole time Director & CFO)

(DIN: 00412207) (DIN: 02056569)

---

Mar 31, 2023

Your Directors have pleasure in presenting the 19^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2023.

FINANCIAL RESULT

The summary of financial results for the year and appropriation of divisible profits is given below:

			(Rs. in Lakhs
	Particulars	2022-2023	2021-2022
	Turnover	32281.76	31,936.42
	Profit Before Taxation	3893.86	4,278.27
	Taxation	1220.26	1,331.94
	Profit / (Loss) after Tax	2673.60	2,946.33
	Profit Before Tax Margin (%)	12.06	13.40
	Profit After Tax Margin (%)	8.28	9.23

PERFORMANCE REVIEW AND STATE OF COMPANY’S AFFAIR:

During the period under review the company has achieved turnover of Rs. 32281.76 lakhs and the profit of the company before tax is Rs 3893.86 lakhs and profit after tax is Rs 2673.60 lakhs.

The production of 65999 M.T. of Beneficiated Rock Phosphate, 121171 M.T. of Single Super Phosphate (including consumption of micronutrient Zinc Sulphate and Boron) 178 MT of Chemical Product (H. Acid) & Other Dyes Intermediate Products, 50157 M.T. of Sulphuric Acid, Oleum, Coloro Sulphonic Acid, and other Products, 1298 MT of Nitrogen Phosphate & Potassium (NPK), 753 MT of Phosphoric Acid.

The profit of the company before tax is Rs 3893.86 lakhs and profit after tax is Rs 2673.60 lakhs. CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company.

LISTING OF THE COMPANY

The Shares of your Company are Listed on "National Stock Exchange" Platform with stock code "KRISHANA" The annual Listing Fees for the Year 2023-24 has been Paid by the company to the exchange.

SHARE CAPITAL

The Authorized Equity Share Capital of the Company as on 31st March, 2023 stood at 40,00,00,000/-(Rupees Forty Crore Only) comprising of 4,00,00,000 (Four Crore) Equity Shares of Face Value of 10/- (Rupees Ten Only) each.

The paid-up share capital of your company increased from Rs. 29,63,88,000 to Rs. 30,91,38,000 during the year under review. The Company has made allotment of 12,75,000 fully paid equity shares of face value Rs.10/- fully paid up at a price of Rs. 163/- (Share Premium at the rate of Rs. 153/- per share) each against 12,75,000 convertible warrants during the financial year 2022-23.

Post allotment, the paid-up Equity Share Capital of the company stands at 3,09,13,800 equity shares of 10 each, aggregating to Rs. 30,91,38,000.

SHARE WARRANTS

During the financial year 2021-2022, the Company has issued to its Promoter 1275000 Warrants at a price of Rs.163/- each entitling them for subscription of equivalent number of Equity Shares of Rs.10/- each (including premium of Rs.153/- each share) in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2015.

During the financial year 2022-23, the Company has issued and allotted 1275000 Lakh equity shares of Rs.10 each at a premium of Rs.153 each on August 23, 2022 to promoter on preferential basis upon conversion of equivalent number of warrants.

ANNUAL RETURN (SECTION 92):

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended on March 31^st, 2023 is available on the website of the Company viz. http:/ /www.krishnaphoschem.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2023, is provided in Annexure I forming part of this report and the same is also available on the website of the Company.

STATUTORY AUDITORS'' & STATUTORY AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates, Chartered Accountants, was appointed as the Auditor of the Company for a period of 5 consecutive years till the conclusion of 23^rd AGM to be held in the year 2027.

The Auditor''s Report is self-explanatory and therefore, does not call for any further comments/ clarifications and Auditor''s report does not contain any qualification, reservation or adverse remarks

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS'' REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, the company has Reappointed M/s Sourabh Bapna & Associates, a Proprietorship firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for financial year 2023-24. The Company has received their consent for Re-appointment.

The Secretarial Audit report for financial year 2022-23 received from Sourabh Bapna & Associates is provided in Annexure II forming part of this report.

The Secretarial Audit report received from M/s Sourabh Bapna & Associates does not contain any qualification, reservation or adverse remarks.

COST AUDITOR

M/s. K. C. Moondra & Associates, Cost Accountant, was re-appointed as Cost Auditors of your Company for FY 2023-2024.

For the financial year 2022-23, M/s. K. C. Moondra & Associates, Cost Accountant have conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has Re-appointed M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), at such remuneration as fixed by board of directors to conduct the audit of the cost records of the Company for the financial year ending 31^stMarch, 2024. The Re-appointment and the remuneration of the Cost Auditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the Central Government.

The Company has received their written consent and confirmation that the Re-appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR & AUDITORS'' REPORT

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Re-appointed M/s Sourabh Bapna & Associates, Practising Company Secretaries as Internal Auditor to conduct Internal Audit for the Financial Year 2023-24. The Company has received their consent for Re-appointment.

The Internal Audit Report is received by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for the year 2022-2023. All the observations made by the Internal Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

During the period under review the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

REPORTING OF FRAUDS BY AUDITORS, IF ANY:

No fraud has been reported by auditors under section 143 (12) of the companies act 2013. RESERVES

During the Year under review, The Board of Director of company have recommended to transfer Rs. 2,525.41 lakhs to Retained Earnings. With this, the retained earnings has increased to Rs 16,046.76 lakhs.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the Shareholders, the Board has recommended final dividend of 5% being Rs. 0.50 per equity share of Rs. 10/- each for the financial year 2022-23, subject to approval at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made available on the website of the Company. The same can be accessed on http:/ /www.krishnaphoschem.com

DEPOSITS:

During the year, the Company has not accepted deposits from the public under section 73 chater V of the Companies Act, 2013.

NO DEFAULT:

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/ or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of the Directors approved the appointment of Mr. Gopal Inani (DIN: 09642942) as an Additional Director - Independent Director, of the Company, with effect from 25th July, 2022, which was subject to shareholders approval. Mr. Gopal Inani holds office till the date of ensuing Annual General Meeting and is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years up to the conclusion of the 23^rd Annual General Meeting

Mr. Ashish Kothari (DIN 06411429), Independent Director of the Board resigned from directorship of the Company with effect from w.e.f. 25th July, 2022.

In accordance with provisions of Companies Act, 2013 and company''s Articles of Association, Mr. Mahendra Kumar Ostwal (DIN: 00412163), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

During the year, Mr. Praveen Ostwal Managing Director of the Company, Mr. Sunil Kothari, Whole Time Director & Chief Financial Officer and Ms. Priyanka Bansal, Company Secretary & Compliance Officer of the Company were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company''s website at http:/ /www.krishnaphoschem.com.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions for appointment of the Independent Directors are incorporated on the website of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 13 (Thirteen) times on 12^th April 2022, 24^th May 2022, 13^h June 2022, 25^th July 2022, 23^rd August 2022, 27^th September 2022, 01^st October 2022, 04^th November 2022, 03^rd December 2022, 22^nd December 2022, 27^th January 2023, 02^nd February 2023 and 02^nd March 2023 in the Financial Year 2022-23 in respect of each meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details of Board Meetings and the attendance of the Directors there at are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013.

INSOLVENCY AND BANKRUPTCY CODE & ONE-TIME SETTLEMENT

The company does not make any application under the Insolvency and Bankruptcy Code, 2016 and There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company is provided in Annexure III forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

The information required for loans given, investment made or guarantee given or security provided under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is given in Annexure V forming part of this report and also provided in the financial statement of the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT POLICY :

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, response planning, and monitoring, controlling, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans have been developed to lessen their impact if they occur.

The Company has constituted a Risk Management Committee, as per the details set out in the Corporate Governance Report. The Company has formulated a Risk Management Policy to ensure risks associated with the business operations are identified and risk mitigation plans put in place. Details of the key risk associated with the business are given in the Management Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company during the financial year which were in the conflict of interest of the company.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2023. The Policy on Related Party Transaction is available on the Company''s website at http://www.krishnaphoschem.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations, 2015, is provided in Annexure VII and Annexure VIII respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the Non-Independent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Mr. Pradeep Agrawal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Praveen Ostwal Member

During the year the Committee had 4 Meetings i.e. on 24^th May 2022, 25^th July 2022, 04^th November 2022 and 27^th January 2023.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company http:/ /www.krishnaphoschem.com

The following Directors are the members of Nomination and Remuneration Committee.

(1) Mr. Pradeep Agrawal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Priyanka Surana Member

The Committee meets twice in a year and also as and when any remuneration is to be fixed for any Director /Managing Director and Key Managerial Personnel. During the year the Committee had 2 Meetings i.e. on 25^th July 2022 and 27^th September 2022.

INDEPENDENT DIRECTORS COMMITTEE:

The following are the members of independent directors committee:

(1) Mr. Pradeep Agarwal Chairman

(2) Mr. Gopal Inani Member

(3) Mrs. Priyanka Surana Member

During the year one Independent Directors Committee Meeting were held on 30^th March 2023. STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Mr.Pradeep Agarwal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Praveen Ostwal Member

During the year the 4 Stakeholder Relationship Committee Meetings were held on 24^th May 2022, 25^th July 2022, 04^th November 2022 and 27^th January 2023 the complaints received and their disposal has been reviewed.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. CSR Policy is disclosed on the website of the Company viz. http:/ /www.krishnaphoschem.com.

As per provision of new enacted Company Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members: -

(1) Mr. Pradeep Agarwal Chairman

(2) Mr. Gopal Inani Member

(3) Mr. Sunil Kothari Member

Our Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

Krishana Phoschem Limited (KPL) contributed immensely to help the marginalized sections of the society.

Your company as part of its responsibility towards society has been taking welfare measures from time to time.

During the year the Committee had 2 Meetings i.e., on 04 ^th November 2022 and 30^th March 2023.

The CSR Report for the financial year ended on March 31^st, 2023 is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks.

The following Directors are the members of Risk Management Committee.:

(1) Mrs. Priyanka Surana Chairman

(2) Mr. Pradeep Agarwal Member

(3) Mr. Praveen Ostwal Member

During the year the 2 Risk Management Committee Meetings were held on 01^st October 2022 and 23^rd March 2023.

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 behaviour. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

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

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status of your Company and the Company''s operations in future.

SUBSIDIARY, TOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

CREDIT RATINGS:

During fiscal 2023 Infomerics Valuation and Rating Pvt. Ltd. (Integrated Financial Omnibus Metrics Research of International Corporate Systems) has assigned overall Credit Ratings in respect of borrowings availed by the Company as ''IVR A-/ Stable''.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

No. of complaints received: Nil No. of complaints disposed off: Nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial Year ended 31^st March, 2023, 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 at the end of the financial year and of the profit and loss of the company for the year under review;

(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 directors had prepared the annual accounts for the financial year ended 31^st March, 2023 on a going concern basis;

(e) That 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.

HEALTH, SAFETY, QUALITY AND ENVIRONMENTAL PROTECTION

Your Company is ISO 9001:2015 certified and maintains high quality of product and processes. The quality assurance is ensured at all stages of manufacturing processes, maintenance and support services. Quality reviews are regularly conducted and feedback from end users (farmers) is accorded utmost importance. Sophisticated instruments are in place for monitoring of critical quality parameters.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Share Holders, Customers, Banks, Financial Corporations, various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Sd/- Sd/-

(Praveen Ostwal) (Sunil Kothari)

Place: Bhilwara (Raj) Managing Director Whole Time Director

&

Chief Financial Officer

Date 21.04.2023 DIN 00412207 DIN 02056569

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 14^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL RESULT

The summary of financial results for the year and appropriation of divisible profits is given below:

(Rs. in Lacs)

Particulars	2017-2018	2016-2017
Turnover	9575.87	7962.08
Profit Before Taxation	636.25	614.56
Taxation	282.10	284.40
Profit / (Loss) after Tax	354.15	330.16
Profit Before Tax Margin (%)	6.64	7.72
Profit After Tax Margin (%)	3.70	4.15

STATE OF COMPANY’S AFFAIR:

During the period under review the company has achieved turnover of Rs. 9575.87 lakhs with production of 12278 M.T. of Beneficiated Rock Phosphate, 61958 M.T. of S.S.P. and 644 MT of H.Acid & Other Dyes Intermediate Products.

The company has also started production of Sulphuric Acid, Oleum, Coloro Sulphonic Acid & Liquid SO3 in the month of October 2017 and achieved production of 33052 M.T.

The profit of the company before tax is Rs.636.25 lakhs and profit after tax is Rs. 354.15 lakhs.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company except addition of chemical division.

LISTING OF THE COMPANY

The Shares of your Company were Listed on SME Platform of “NSE EMERGE”. The annual Listing Fees for the Year 2018-19 has been Paid to the exchange.

ANNUAL RETURN (SECTION 92):

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 for the financial year ended on March 31^st , 2018 is provided in Annexure I forming part of this report.

AUDITORS’ & AUDITORS’ REPORT

The Company has appointed M/s. Rajneesh Kanther & Associates Statutory Auditors of the Company for a term of 05 years from the conclusion of this annual general meeting till the conclusion of 18th AGM held in the year 2022.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Auditor’s Report is self-explanatory and therefore, do not call for any further comments/ clarifications and Auditor’s report does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS’ REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s Sourabh Bapna & Associates, a Proprietorship firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for financial year 2018-19. The Secretarial Audit report is provided in Annexure II forming part of this report.

The Secretarial Audit report received from SP Jethlia & Co. does not contain any qualification, reservation or adverse remarks.

COST AUDITORS & AUDITORS’ REPORT

M/s. K. C. Moondra & Associates, Cost Accountant, was appointed Cost Auditors of your Company for FY 2018-19.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), remuneration at such fixed by board of directors to conduct the audit of the cost records of the Company for the financial year ending 31^stMarch, 2019. The appointment and the remuneration of the Cost Auditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the Central Government.

INTERNAL AUDITOR & INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

Independence of the audit compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

During the period under review the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

DIVIDEND & RESERVES:

The Board of Director of Company proposes to retain entire profits for the business of the company and carry forward the Reserves & Surplus of Rs. 7123.91 Lacs.

DEPOSITS:

During the year, the Company has not accepted deposits from the public under Chapter V of the Companies Act, 2013. Your Company has not defaulted in repayment of deposits or payment of interest during the year. There was no public deposit outstanding as on March 31, 2018.

NO DEFAULT:

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/ or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act, 2013 and company’s Articles of Association, Sh. Sunil Kothari (DIN: 02056569), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

During the year, Mr. Praveen Ostwal, Chairman & Managing Director of the Company, Mr. Sunil Kothari ,Whole Time Director & Chief Financial Officer and Ms. Priyanka Bansal, Company Secretary of the Company were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 9 (Nine) times on 14^th April 2017, 26^th May 2017, 26^th July 2017, 21^stAugust 2017, 19^th September 2017, 13^th November 2017 , 17^th November 2017, 15^th January 2018 and 10^th February 2018 in the Financial Year 2017-18 in respect of each meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No resolution was by circulator resolution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company is provided in Annexure III forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

The information required for loans given, investment made or guarantee given or security provided under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is given in Annexure V forming part of this report.

RISK MANAGEMENT:

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, response planning, and monitoring, controlling, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans have been developed to lessen their impact if they occur.

RELATED PARTY TRANSACTION UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company during the financial year which were in the conflict of interest of the company.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IX in Form AOC-2 and the same forms part of this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations, 2015, is provided in Annexure VI and Annexure X forming part of this report.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions of the Independent Directo rs are incorporated on the website of the Company.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the Non-Independent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Representative of Statutory Auditor is permanent invitee. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Ashish Kothari Chairman

(2) Shri Pradeep Agrawal Member

(3) Shri Praveen Ostwal Member

During the year the Committee had 4 Meetings i.e. on 20^th April 2017, 31^st July 2017, 30^th October 2017 and 25^th January 2018.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and is given in Annexure VII forming part of this report.

The following Directors are the members of Nomination and Remuneration Committee.

(1) Shri Pradeep Agrawal Chairman

(2) Shri Ashish Kothari Member

(3) Smt. Priyanka Surana Member

The Committee meets as and when any remuneration is to be fixed for any Directors /KMPs. During the year the Committee had 1 Meetings i.e. on 07^th March, 2018.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Shri Pradeep Agarwal Chairman

(2) Shri Ashish Kothari Member

(3) Shri Praveen Ostwal Member

During the year the 4 Stakeholder Relationship Committee Meetings were held on 28^th April 2017, 18^th July 2017, 25^th October 2017, And 22^nd January2018.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. CSR Policy is disclosed on the website of the Company viz. http://www.krishnaphoschem.com.

As per provision of new enacted Company Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members:-

(1) Shri Pradeep Agarwal Chairman

(2) Shri Ashish Kothari Member

(3) Shri Sunil Kothari Member

The company has incurred as per recommendation of committee a sum of Rs. 5.65 Lacs during the year 2017-18 as against Rs.7.96 Lacs as per provisions of Company Act, 2013.

Your company as part of its responsibility towards society has been taking welfare measures from time to time.

The CSR Report for the financial year ended on March 31^st, 2018 is provided in Annexure VIII forming part of this report.

SUBSIDIARY, TOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No. of complaints received: Nil No. of complaints disposed off: Nil

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial Year ended 31^st 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 at the end of the financial year and of the profit and loss of the company for the year under review;

(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 directors had prepared the annual accounts for the financial year ended 31^st March, 2018 on a going concern basis; and

(e) That 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.

HEALTH, SAFETY, QUALITY AND ENVIRONMENTAL PROTECTION

Your Company is ISO 9001:2015 certified and maintains high quality of product and processes. The quality assurance is ensured at all stages of manufacturing processes, maintenance and support services. Quality reviews are regularly conducted and feedback from end users (farmers) is accorded utmost importance. Sophisticated instruments are in place for monitoring of critical quality parameters.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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.

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. 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.krishnaphoschem.com).

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Share Holders, Customers, Banks, Financial Corporations, Madhya

Pradesh State Mining Corporation, various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company’s progress.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place Bhilwara (Praveen Ostwal) (Sunil Kothari)

Date 29/05/2018 Managing Director Whole Time Director

(DIN: 00412207) (DIN: 02056569)

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Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 12^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2010.

FINANCIAL RESULTS:

The summary of financial results for the year and appropriation of divisible profits is given below:

(Rs, in Lacs)

Particulars	2015-2016	2014-2015
Turnover	8857.40	. 7233.73
Profit Before Taxation	302.74	276.50
Taxation	164.48	178.32
Profit /(Loss) after Tax	138.26	98.18
Profit Before Tax Margin (%)	3.42	3.82
Profit After Tax Margin (%)	1.56	1.36

STATE OF COMPANY''S AFFAIR:

During the year the company could not get raw material from MPSMC for its Rock division, for the reason above the Rock division couldn’t get rated production however SSP & GSSP division of the company performed well. Your Company has achieved turnover of Rs. 8857.40 Lacs. The net profit after tax for the current year stands at Rs. 138.26 Lacs. Your Company has achieved production 8046.00 MT of Beneficiated Rock Phosphate & 81850.01 MT of Single Super Phosphate & 22164.00 MT of Granular Single Super Phosphate.

ANNUAL RETURN (SECTION 92):

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form MGT-9 for the financial year enaed on March 31^st, 2016 is provided in Annexure II forming part of this report.

AUDITORS'' & AUDITORS'' REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates, Chartered Accountants, has been appointed as the Auditor of the Company for a period of 3 consecutive years from the conclusion of 10^th Annual General Meeting held on 13.09.2014 until the conclusion of the Thirteen (13^th) Annual General Meeting of the company in the calendar year 2017.

Company has received notice from auditors regarding the conversion of proprietorship firm into partnership firm in 2016 and letter has been received regarding their eligibility and willingness to continue as auditor in capacity of partner. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. ^

The Auditor''s Report is self-explanatory and therefore, do not call for any further comments/ clarifications.

COST AUDITORS & AUDITORS’ REPORT:

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014 and on the recommendation of the Audit Committee, the Board will appoint M/s K.C. Moondra & Associates Cost Accountants (Registration No. 101814), for remuneration at Rs. 30000 plus applicable service tax and out of pocket expenses to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2017. The appointment and the remuneration of the Cost Auditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the Central Government.

RESERVES:

The Board of Director of Company proposes to carry the Reserves & Surplus of Rs. 5931.39 Lacs.

DIVIDEND:

Looking to the working capital need and future plans for expansion & diversification in the field of chemical & dyes intermediate, the Directors decided to conserve the profit and hence do not propose any dividend and carried forward the net profit to next year.

DEPOSITS:

The Company has not accepted any deposits covered under section 73 of the Companies Act, 2013.

NO DEFAULT:

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIRECTORS:

In accordance with provisions of Companies Act, 2013 and company''s Articles of Association, Mr. Sunil Kothari (DIN: 02056569), Director of the Company, retire by rotation and being eligible offers himself for re-appointment. The Board recommends their re-appointment.

Mr. Basant Patwa due to his pre occupation in other works, he resigned from the directorship on 30th March, 2016. Board expresses their sincere thanks for the services rendered by him.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 9 (Nine) times 01-05-2015, 18-05-2015, 25-05-2015, 10-07-2015, 14-09-2015, 24-10-2015, 31-12-2015, 01-02-2016 and 30-03-2016 in the Financial Year, respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. However, the Board passed no circular resolution. ’

PARTICULARS OF EMPLOYEES:

The particulars of employees as required under section 197(12) and rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been furnished as there are no employees falling within the purview of the provisions of said section and the said rule during the period under review.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING:

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure I forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

The information required for loans given, investment made or guarantee given or security provided under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is given in Annexure III forming part of this report.

RISK MANAGEMENT:

A proper Risk Management Practices has been followed for the purpose of risk identification, analysis, response planning, and monitoring, controlling, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans has been developed to lessen their impact if they occur.

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. The company has not entered into any contract or arrangement covered under section 188 of the Companies Act, 2013 read with the rule 15 of Companies (Meetings of Board and its power) Rule, 201-^Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

DISCLOSURE UNDER SECTION 148:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions of the Independent Directors are incorporated on the website of the Company.

COMMITTEES OF BOARD:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Representative of Statutory Auditor is permanent invitee. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Sunil Kothari Chairman

(2) Shri Pradeep Agrawal Member

(3) Shri Basant Patwa Member

(4) Shri Ashish Kothari Member

During the year the Committee had 4 Meetings i.e. on 15^th May 2015, 20^th August 2015,11^th December 2015 and 02^nd March 2016.

NOMINATION & REMUNERATION COMMITTEE:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and is given in Annexure IV forming part of this report.

The following Directors are the members of Remuneration Committee.

(1) Shri Pradeep Agrawal Chairman

(2) Shri Ashish Kothari Member

(3) Shri Basant Patwa Member

The Committee will meet as and when any remuneration is to be fixed for any Directors /KMPs. During the year the Committee had 1 Meetings i.e. on 12^th May, 2015.

CORPORATE SOCIAL RESPONSIBILITIES:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

As per provision of new enacted Companies Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members:-

(1) Shri Pradeep Agarwai Chairman

(2) Shri Basant Patwa Member

(3) Shri Sunil Kothari Member

The company has incurred as per recommendation of committee a sum of Rs. 5.53 Lacs during the year 2015-16 as against Rs. 11.81 Lacs as per provisions of Companies Act, 2013.

Several amendments/clarifications were issued by the Government over the year. The Company has been tracking these changes and working towards identifying relevant CSR interventions which meet the intent of the law and the CSR policy.

A dedicated team is working on building a set of projects to deliver meaningful and measurable outcomes. A systematic process is followed for this, based on research, planning, impact assessment, deployment, management and given the delayed commencement and the lead time for developing impactful projects, there has been a shortfall in the CSR spent for this year. The Directors expect that spend targets for next year will be met.

The CSR Report for the financial year ended on March 31^st, 2016 is provided in Annexure V forming part of this report. SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No. of complaints received: Nil No. of complaints disposed off: Nil DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial Year ended 31^st 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 at the end of the financial year and of the profit and loss of the company for the year under review;

(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 directors had prepared the annual accounts for the financial year ended 31^st March, 2016 on a going concern basis; and .

(e) 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.

HEALTH AND SAFETY:

Your company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places. The company has been certified by ISO 9001:2008. The company has a philosophy to keep the environmental safe and to maintain high standard safety & health at work place. The company has provided all safety equipment like helmet, safety shoes, dust mask etc. to the worker. Company also installed pollution control equipment like dust collection system, online air monitoring system, recycling water pump at work place.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Shares Holders, Customers, Banks, Financial Corporations, Madhya Pradesh State Mining Corporation, various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Sd/- Sd/- •

Place : Bhilwara (Praveen Ostwal) (Sunil Kothari)

Dated : 01/06/2016 Managing Director Director

(DIN: 00412207) (DIN: 02056569)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 11^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2015.

FINANCIAL RESULTS:

The summary of financial results for the year and appropriation of divisible profits is given below:

( Rs, in Lacs)

Particulars	2014-2015	2013-2014
Turnover	7233.73	8986.91
Profit Before Taxation	276.50	747.83
Taxation	178.32	30.20
Profit /(Loss) after Tax	98.18	717.63
Profit Before Tax Margin (%)	3.82	8.32
Profit After Tax Margin (%)	1.36	8.00

PERFORMANCE:

Due to some administrative & other technical issues, company couldn''t get the raw material from MPSMC for its Rock division, for the reason above the Rock division couldn’t get rated production however SSP & GSSP division of the company performed well. Your Company has achieved turnover of Rs. 7233.73 Lacs. The net profit after tax for the current year stands at Rs. 98.18 Lacs. Your Company has achieved production 10856.50 MT of Beneficiated Rock Phosphate & 86084.76 MT of Single Super Phosphate & 21632.00 MT of Granular Single Super Phosphate. Profit of company has affected due to change in new company law provision also, otherwise the net profit of the company would have been higher by Rs. 231.75 lacs.

AUDITORS & AUDITOR''S REPORT

M/s Ashok Kanther & Associates, Chartered Accountant, Bhilwara, Statutory Auditors of the Company has been appointed as the Auditors of the Company for a period of 3 consecutive years at last Annual General Meeting held on 13/09/2014.

A letter has been received regarding their eligibility and willingness to continue as auditor of the company. Matter is proposed for shareholders ratification for their continued term.

The Auditor''s Report is self-explanatory and therefore, do not call for any further comments/ clarifications

COST AUDITORS & AUDITOR’S REPORT

M/s. K. C. Moondra & Associates, Cost Accountant, was appointed Cost Auditors of your Company for FY 2015-16.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and On the recommendation of the Audit Committee, the Board has appoint M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), for remuneration at Rs. 20000/- plus applicable service tax and out of pocket expenses to conduct the audit of the cost records of the Company for the financial year ending 31^sl March, 2016. The appointment and the remuneration of the Cost Auditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the Central Government.

DIRECTORS

In accordance with provisions of Companies Act, 2013 and Company''s Articles of Association, Shri Basant Patwa, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment, which the Board recommends.

Shri Ashish Kothari is appointed as Additional Director of the company w.e.f. 2^nd March 2015, strengthens to the Board.

NO DEFAULT ....

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIVIDEND

Looking to the working capital need and future plans for expansion & diversification in the field of comical& _dyes mediate, the Directors decided to conserve the profit and hence do not propose any dividend and carried forward the net profit to next year.

RESERVES

The Company has Reserves & Surplus of Rs. 5804.39 lacs.

DEPOSITS

The Company has not accepted any deposits covered under section 73 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in respect of remuneration in excess of the ''''^Prescribed under 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

FNERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The information required under section 134 (c) (m) of the Companies Act, 2013 read with the (Companies (Accounts) Rules 2014), Rule 8 is given in Annexure forming part of this report.

HEALTH AND SAFETY

Your company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and isthmus a. its work places. The company has been certified by ISO 9001:2008. The company has a phi sooty to keep the environmental safe and to maintain high standard safety & health at work place. The company has provided all safety equipment like helmet, safety shoes, dust mask etc. to the worker. Company also installed pollution control equipment like dust collection system, online air monitoring system, recycling water pump at work place.

INTERNAL CONTROL SYSTEM

The Company’s internal control system comprises audit and compliance by in-house Internal Audit Division supplemented by internal audit checks by the Internal Auditors. The internal auditors independently evaluate the adequacy of internal clod concurrently audit the majority of the transactions in value terms. Independence of the ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

ANNUAL RETURN UNDER SECTION: 92

The information required under section 92(3) of the Companies Act, 2013 read with the Companies (Management & Administration Rule) is given in Annexure forming part of this report.

INDEPENDENT DIRECTOR U/S 149 (61

The information required under section 149 of the Companies Act, 2013 for declaration by Independent Director under section 149(6) is given in Annexure forming part of this report.

RURE IN THE BOARD REPORT U/S 149 (10)

"RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of 064'' statutory modification(s) or re-enactment thereof for the time being in force of whom the Company has received notice under Section 160 of the companies act, 2013 from a for the of Director, be and is hereby appointed as an Independent retire by rotation, to hold office for a term of 5 (Five) conserve year at up to me conclusion of the 22^nd AGM of the Company."

LOAN & GUARANTEES

The information required under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is given in Annexure forming part of this report.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

NO. OF MEETING OF BOARD OF DIRECTOR

The Board of Directors duly met 11(Eleven) times 03.05.2014,25.06.2014,16.07.2014, 05.08.2014,28.08.2014,17.10.2014, 17.11.2014, 24.01.2015, 30.01.2015, 02.03.2015 and 24.03.2015, in Financial Year, respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. However, the Board passed no circular resolution.

CORPORATE SOCIAL RESPONSIBILITIES

As per provision of new enacted Companies Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members:-

1. Pradeep Agarwal Chairman

2. Basant Patwa Member

3. Sunil Kothari Member

The company has incurred as per recommendation of committee a sum of Rs. 3.46 Lacs during the year 2014-15 as against Rs. 13.32 Lacs as per provisions of Companies Act, 2013. There is shortfall due to some delay in policy framing and execution part as well as due to pre-occupation of committee besides some deteriorating financial performance of company. Now the board is to take up the CSR activities in better way in the time to come.

Your company as part of its responsibility towards society has been taking welfare measures from time to time. One of its prominent measures is improving the standard of living of people in its vicinity.

DISCLOSURE UNDER SECTION 177

The information required under section 177 of the Companies Act, 2013 regarding the Audit committee of the Company is given in Annexure forming part of this report.

DISCLOSURE UNDER SECTION 178

The information required under section 178 of the Companies Act, 2013 regarding the committee of Nomination, Remuneration and stakeholders relationship committee is given in Annexure forming part of this report.

HOLDING-SUBSIDIARY RELATIONSHIP

Board of directors are pleased to inform that your company has become associate of Ostwal Phoschem India Ltd. being the flagship company of Ostwal group of industries. Ostwal Phoschem India Ltd hold 20.01% shares of your company, So your company become associate company to the Ostwal Phoschem (India) Ltd u/s 2(6) of Companies Act, 2013, but for the purpose of section 129 of Companies Act, 2013 your company will be considered as subsidiary of the Ostwal Phoschem (India) Ltd.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received: Nil No. of complaints disposed off: Nil

RISK MANAGEMENT

Risk management planning is the practice of deciding and documenting how to conduct risk management activities such as risk identification, analysis, response planning, and monitoring, controlling, and reporting. Not all risks can be eliminated, but mitigation and contingency plans can be developed to lessen their impact if they occur.

The purpose of conducting risk management planning is to anticipate, identify, and address events that may impact project success. The actual practice of risk management planning identifies, analyzes, and develops strategies to manage, control, and respond to project risk. The objective of project risk management is to increase the probability and impact of events beneficial to the project and to decrease the probability and impact of negative events.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to sec. 134(5) shall state 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that 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 directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation.-For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the 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;

(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 wish to place on record their grateful appreciation for the co-operation and assistance received from Shares Holders, Customers, Banks, Financial Corporations, Madhya Pradesh State Mining Corporation, various Government , Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place : Bhilwara (Praveen Ostwal) (Sunil Kothari)

Dated : 25/05/2015 Managing Director Director

(DIN: 00412207) (DIN: 02056569)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 10^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The summary of financial results for the year and appropriation of divisible profits is given below:

(Rs, in Lacs)

Particulars	2013-2014	2012-2013
Turnover	8986.91	4064.15
Profit Before Taxation	747.83	747.53
Taxation	30.20	17.39
Profit /(Loss) after Tax	717.63	730.14
Add: Balance brought forward from Previous year	1106.46	376.32
Profit transferred to Balance sheet	1824.09	1106.46

PERFORMANCE:

During the year under review, your Company has achieved turnover of Rs. 8986.91 Lacs. The net profit after tax for the current year stands at Rs. 717.63 Lacs. Your Company has achieved production of 63399 MT of Beneficiated Rock Phosphate & 102278 MT of Single Super Phosphate & 9554 MT of Granular Single Super Phosphate.

PROSPECTS:

The Company is engaged in the manufacturing of BRP (Beneficiated Rock Phosphate) by using Low Grade rock phosphate converting into high grade and manufacturing of Single Super Phosphate. Enthused with the success of the operations of the company, further installed a GSSP Plant. The prestigious GSSP (Granular Single Super Phosphate) project of the company having capacity 90000 TPA and the production has been commenced in the month of July, 2013. These projects are under infrastructure category which will receive various benefits from Government of India as per policy.

AUDITORS & AUDITOR''S REPORT:

M/s Ashok Kanther & Associates, Chartered Accountants, Bhilwara, Statuary Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint him as the Auditors of the Company for a period of 3 consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 13th Annual General Meeting of the Company in the calendar year 2017.

The Auditor''s Report is self-explanatory and therefore, do not call for any further comments/ clarifications.

AUDIT COMMITTEE

The constitution of the Audit Committee pursuant to the provision of section 292A of Companies Act, 1956 are as under Sh. Sunil Kothari Chairman Sh. Basant Patwa Member Sh. Pradeep Agarwal Member

INTERNAL CONTROL SYSTEM

The Company''s internal control system comprises audit and compliance by in-house Internal Audit Division supplemented by internal audit checks by the Internal Auditors. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank. .

DIVIDEND

Looking to the working capital need and start of new GSSP project, the Directors decided to conserve the profit and hence do not propose any dividend and carried forward the net profit to next year.

DIRECTORS

In accordance with provisions of erstwhile Companies Act, 1956 and Company''s Articles of Association, Shri Pradeep Agarwal, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment, which the Board recommends. .

Sh. Pradeep Agarwal was appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Act, it is proposed that Sh. Pradeep Agarwal be appointed as Independent Directors, to hold office for five consecutive years, for a term up to March 31", 2019.

In terms of Companies Act, 2013 Independent Directors are required to be excluded while computing the number of directors to retire by rotation. Accordingly, it is proposed to change the terms of office of Sh. Sunil Kothari, Whole Time Director designated as Chief Financial Officer of the Company from non-retiring to retiring by rotation.

The Board in its meeting held on 15th February 2014 also re - appoint Sh. Sunil Kothari as Whole Time Director of the Company for 5 years w.e.f. 1“ April 2014.

DEPOSITS

The Company has not accepted any deposits covered under section 58A of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITIES

Your company as part of its responsibility towards society has been taking welfare measures from time to time. One of its prominent measures is improving the standard of living of people in its vicinity.

Your company has been providing water facilities by setting-up water huts, distribution of blankets in winters, organized Blood Donation camps, Awarded girls for higher education, Health and Educational Camps etc. from time to time and contributing generously at the time of any natural calamities under the trust Nirmala Devi Ostwal Seva Sansthan established by the Group.

As per provision of new enacted Company Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members:-

1. Pradeep Agarwal Chairman

2. Basant Patwa Member

3. Sunil Kothari Member HEALTH AND SAFETY

Your company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places. The company has been certified by ISO 9001:2008.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in respect of remuneration in excess of the limits prescribed under 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the Accounts for the Financial Year ended 31" March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the company for the year under review.

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

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Shares Holders, Customers, Banks, Financial Corporations, Madhya Pradesh State Mining Corporation, various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place: Bhilwara (Rajasthan) (Praveen Ostwal) (Sunil Kothari)

Dated: 16.07.2014 Managing Director Director

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Mar 31, 2013

Dear Members,

^The Company Pleasure in presenting the 9^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^s* March, 2013.

FINANCIAL RESULTS:

The summary of financial results for the year and appropriation of divisible profits is given below:

Particulars	2012-2013	(Rs, in Lacs) 2011-2012
Turnover	3997.03	2527.25
Profit Before Taxation	747.53	502.35
Taxation	17.39	121.66
Profit /(Loss) after Tax	730.14	380.69
Add: Balance brought forward from Previous year	376.32	595.63
Profit transferred to Balance sheet	1106.46	376.32

PERFORMANCE:

During the year under review, your Company has achieved turnover of Rs. 3997.03 Lacs. The net profit after tax for the current year stands at Rs. 730.14 Lacs. Your Company has achieved production of 41551 MT of BRP & 47098 MT of SSP PROSPECTS: ''

The Company is engaged in the manufacturing of BRP (Beneficiated Rock Phosphate) by using Low Grade rock phosphate converting into high grade and manufacturing of Single Super Phosphate by using BRP. The prestigious SSP (Sinqle Super Phosphate) project of the company having capacity of 120000 TPA has been established. The production of the said project ^has been commenced in the month of October, 2012, which enhanced the profitability of the company has invested Rs. 1944 Lacs for SSP plant.

EXPANSION PROJECT:

Enthused with the success of the operation of the company, your directors have further envisaged setting up a GSSP an^ e prestigious GSSP (Granular Single Super Phosphate) project of the company having capacity 90000 TPA is at compitation. The production of the said project is likely to be commencing in the month of July 2013, which will not only utilize SSP Plant output as raw material for its manufacturing but also enhance profitability of the company a lot. Company will invest Rs. 1070 lakhs for the GSSP Plant.

The project is under infrastructure category which will receive various benefits from government of India as per policy. AUDITORS & AUDITOR’S REPORT:

M/s Ashok Kanther & Associates, Chartered Accountants, Bhilwara, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board approved the recommendation of Audit Committee to re-appointment of Auditor and recommends to the members for the same.

The Auditor''s Report is self-explanatory and therefore, do not call for any further comments / clarifications.

COST AUDITOR''S

In pursuance of section 233B of the Companies Act, 1956, the ‘Central Government has ordered cost audit for fertilizer products accordingly M/s K.C. Moondra & Associates, Cost Accountants appoint for the year 2013-14 The Audit

Committee recommends their appointment as Cost Auditor to the Board to conduct cost audit of the accounts maintained by the company for the F.Y 2013-14.

Audit Committee:

The constitution of the Audit Committee pursuant to the provision of section 292A of Companies Act 1956 are as under: Sh. Sunil Kothari : Chairman .

Sh. Basant Patwa : Member

Sh. Pradeep Agarwal : Member

INTERNAL CONTROL SYSTEM:

The Company''s internal control system comprises audit and compliance by in-house Internal Audit Division supplemented by internal audit checks by the Internal Auditors. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independent* of the audit compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

NO DEFAULT: .

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIVIDEND:

Looking to the working capital need and expansion project of GSSP, the Directors decided to conserve the profit and hence do not propose any dividend and carried forward the net profit to next year.

DIRECTORS:

In accordance with provisions of Companies Act, 1956 and Company''s Articles of Association, Shri Basant Patwa, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment. The Board recommends his reappointment.

Shri Mahaveer Prasad Ostwal, Independent Director of the Company, resigned from the Board of the company with effect from 17^th December, 2012, after tenure of two years. The board places on record its sincere appreciations for the contribution made by Shri Mahaveer Prasad Ostwal as a Independent Director of the company during the tenure of his directorship.

Shri Pradeep Agarwal appointed as Additional Director of the company w.e.f. 17^th December 2012, strengthen to the Board and regularized in Extra Ordinary General Meeting held on 18^th April, 2013

DEPOSITS:

The Company has not accepted any deposits covered under section 58A of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company as part of its responsibility towards society has been taking welfare measures from time to time. One of its prominent measures is improving the standard of living of people in its vicinity.

Your company has been providing water facilities by setting-up water huts, distribution of blankets in winters, organized Blood Donation camps, Awarded girls for higher education, Health and Educational Camps etc. from time to time and contributing generously at the time of any natural calamities under the trust Nirmala Devi Ostwal Seva Sansthan established by the Group.

HEALTH AND SAFETY:

Your company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places. The company has been certified by ISO 9001:2008.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee of the Company was in respect of remuneration in excess of the limits prescribed under 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

The information required under section 217(1)(e) of the Companies Act. 1956 read with the Companies (Disclosure of

Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

DIRECTOR''S RESPONSIBILITY STATEMEN

- That in the preparation of the Accounts for the Financial Year ended 31“ March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the company for the year under review.

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

- That the Directors have prepared the accounts for the financial year ended 31 *- March, 2013 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Shares

Holders, Customers, Banks, Financial Corporations, Madhya Pradesh State Mining Corporation Ltd. various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Place : Bhilwara (Rajasthan) sd /- Sd/-

Dated . 31.05.2013 (Praveen Ostwal) (Sunil Kothari)

Managing Director Director

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 8^th Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the year ended 31^st March, 2012.

FINANCIAL RESULTS:

The summary of financial results for the year and appropriation of divisible profits is given below:

( Rs,in Lacs)

Particulars	2011-2012	2010-2011
Turnover	2527.25	2410.30
Profit Before Taxation	502.35	320.00
Taxation	121.66 -	101.74
Profit /(Loss) after Tax ’	380.39,	218.26
Add: Balance brought forward from Previous year	595.63	377.37
Profit transferred to Balance Sheet	376.32	595.63

PERFORMANCE:

During the year under review, your Company has achieved turnover of Rs. 2527.25 Lacs. The net profit after tax for the current year stands at Rs. 380.69 Lacs. Your Company has achieved production of 40714 MT of BRP. The Board has not recommended any dividend for the year in view to retain the profit for expansion and diversifications.

CHANGES IN CAPITAL

Keeping the growth plans in view, the company has during the year increased its Authorised Shares Capital from Rs. 12.00 Crores to Rs. 20.00 Crores.

The paid up capital of the company on April, 1^st 2011 stood at Rs 60000000 (Six Crores) divided in 6000000 (Sixty Lacs) equity shares of Rs.10/-each. During the year, further Fresh 6000000 (Sixty Lacs) Equity shares were issued as an allotment and 6000000 (Sixty Lacs) Equity shares issued as a Bonus Shares to the shares holders on 27^th of December 2011, in the ratio of One Bonus Equity Share of Rs 10/- for every Two Equity shares of Rs. 10/- each held in the company.

Thus, as on March 31^st, 2012, the paid up capital of the company increased to Rs. 18,00,00,000 (Eighteen Crores) divided into 18000000 (One Crores Eighty Lacs) equity shares of Rs. 10/- each.

PROSPECTS:

The Company is engaged in the manufacturing of BRP (Beneficiated Rock Phosphate) by using Low Grade rock phosphate converting into high grade.

Enthused with the success of the operation of the company, your directors have further envisaged setting up a SSP & GSSP Plant. The prestigious SSP (Single Super Phosphate) project of the company having capacity 120000 TPA is at an advance stage of implementation. The production of the said project is likely to be commence in the month of September 2012, which will not only utilize BRP Plant output as raw material for its manufacturing but also enhance profitability of the company a lot. Company will invest Rs. 1965 lakhs for the SSP Plant.

Our Company is also setting up a plant of manufacturing of GSSP (Granulated Single Super Phosphate) another form of SSP with an installed capacity of 90000 TPA. Company intends to invest Rs. 1070 lakhs for setting up GSSP Plant.

The project is under infrastructure category which will receive various benefits from government of India as per policy.

AUDITORS & AUDITOR''S REPORT:

M/S Ashok Kanther & Associates, Chartered Accountants, Bhilwara, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment.

Cost Auditors

M/s Rammani Sarkar & Company, Cost Accountants of the company The Board recommend their appointment were re- appointed as cost Auditor to conduct cost audit of the accounts maintained by the company for the next financial year.

INTERNAL CONTROL SYSTEM:

The company ‘s intermit control system comprises audit and compliance by in-house initial Audit Division supplemented by internal audit checks by the internal Auditors. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in values. Terms. Independence of the audit compliance is ensured by the direct reporting of internal Audit Division

And internal Auditors committee of the Board.

NO DEFAULT:

The company has not defaulted in payment of internet of interest and/ or repayment of loan to any of the financial institutions and/ or bank.

DIVIDEND

Looking to the working capital needs the Directors decided to conserve the profit and hence do not propose any dividend and carried forward the net profit to next year.

Directors:

In accordance with provision s of companies Act, 1956 and company’s Articles, shri mahaveer prasad ostwal, Director of the company, retire by rotation and being eligible, offer himself for re-appointment . the board recommends his re- appointment.

DEPOSITS:

The company has not accepted any deposits covered under section 58A of the companies ACT,1956.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company as part of its responsibility towards society has been taking welfare measures from time to time. One of its prominent measures is improving the standard of living of people in its vicinity.

Your company has been providing water facilities by setting-water huts, distribution of blankets in winters in winters, Health and Education camps etc. From time and contributing generously at the time of natural calamities under the trust Nirmala Devi ostwal seva sans than established by the group .

HEALTH AND SAFETY

Your company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places. The company has been certified by ISO 9001:2008.

PATICULARS OF EMPLOYEES

During the year under review , employee of the company was in respect of remuneration in excess of the limits prescribed under 217(2A) of the companys Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING:

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT-

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

- That in the preparation of the Accounts for the Financial Year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

. that the Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the company for the year under review.

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

- That the Directors have prepared the accounts for the financial year ended 31^st March, 2012 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their grateful appreciation for the co-operation and assistance received from Shares Holders, Customers, Banks, Financial Corporations, Madhya Pradesh State Mining Corporation, various Government Authorities for their whole hearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the company and their continued contribution to company''s progress.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place: BNIwara (Rajasthan) (Praveen Ostwal) (Sunil Kothari)

Dated: 30 July2012 Managing Director Director