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Company Information

Home » Market » Company Information

Rama Phosphates Ltd.

Feb 22
87.75 -1.00 ( -1.13 %)
 
VOLUME : 4062
Prev. Close 88.75
Open Price 86.20
TODAY'S LOW / HIGH
85.10
 
 
 
89.90
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
69.15
 
 
 
138.00
Rama Phosphates Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 155.26 Cr. P/BV 1.21 Book Value ( ₹ ) 72.42
52 Week High/Low ( ₹ ) 138/69 FV/ML 10/1 P/E(X) 18.84
Bookclosure 28/09/2017 EPS ( ₹ ) 4.66 Div Yield (%) 1.14
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2016-03 

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

Rs in Lacs

FINANCIAL RESULTS

YEAR ENDED

YEAR ENDED

31/03/2016

31/03/2015

Sales & Other Income

39024.09

40030.94

Profit Before Financial Charges & Depreciation

2608.98

35.05

Less: Financial Charges

1064.33

1024.65

Profit/(Loss) Before Depreciation

1544.65

(989.60)

Less : Depreciation

360.23

372.85

Net Profit/(Loss) Before Tax

1184.42

(1362.45)

Tax Expenses

Current Tax

Deferred Tax

377.70

(409.28)

Tax For Earlier Years

--

23.70

Net Profit/(Loss) Before Adjustments

806.72

(976.87)

Profit/(Loss) After Adjustments

806.72

(976.87)

Profit /(Loss) For The Year

806.72

(976.87)

- Dividend On Equity Shares

141.55

NIL

- Tax On Proposed Dividend

28.82

NA

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

2436.28

3579.02

Balance Carried To Balance Sheet

3072.63

2436.28

SHARE CAPITAL

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

DIVIDEND

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

REVIEW OF OPERATIONS

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

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

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

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

Fertilizer Division

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

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

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

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

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

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

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

Overall Financial Performance:

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

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

ISO Accreditation:

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

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

EXPANSION ACTIVITY

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

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

TRANSFER OF AMOUNT TO RESERVES

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

CHANGE IN NATURE OF BUSINESS

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

CORPORATE GOVERNANCE

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

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

EXTRACT OF ANNUAL RETURN

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

DIRECTORS

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

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

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

RISK MANAGEMENT COMMITTEE

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

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

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

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

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

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

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

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

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

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

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

AUDITORS REPORT

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

COST AUDIT

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

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

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

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

SECRETARIAL AUDITOR REPORT

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

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

INTERNAL AUDITORS

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

AUDIT COMMITTEE

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

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

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

D.J.RAMSINGHANI

CHAIRMAN & MANAGING DIRECTOR

DIN: 00013633

Place: Mumbai

Date: May 19, 2016