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Company Information

Home » Market » Company Information

Rama Phosphates Ltd.

Aug 21, 03:41
44.10 -1.85 ( -4.03 %)
 
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Market Cap. ( ₹ ) 78.03 Cr. P/BV 0.52 Book Value ( ₹ ) 85.51
52 Week High/Low ( ₹ ) 110/45 FV/ML 10/1 P/E(X) 4.02
Bookclosure 25/09/2019 TTM EPS ( ₹ ) 11.13 Div Yield (%) 2.27
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

DIRECTOR'S REPORT

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

FINANCIAL RESULTS

YEAR ENDED 31/03/2018

YEAR ENDED 31/03/2017

Sales & Other Income

37700.89

38570.91

Profit Before Financial Charges & Depreciation

1911.87

2429.41

Less: Financial Charges

774.45

831.89

Profit Before Depreciation

1137.42

1597.52

Less : Depreciation

323.09

338.28

Net Profit Before Tax

814.33

1259.24

Tax Expenses

Current Tax

317.07

341.86

Deferred Tax

(28.78)

63.40

Tax For Earlier Years

(13.12)

3.85

Net Profit Before Adjustments

539.16

850.13

Profit After Comprehensive income / (expense) Adjustments

547.67

806.12

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

SHARE CAPITAL

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

DIVIDEND

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

REVIEW OF OPERATIONS :

FERTILIZERS AND CHEMICALS DIVISION

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

SI.

No.

Name of Unit

Products Manufactured

Remarks and usages

1.

Indore

Single Super Phosphate - Powder & Granulated

Base phosphatic fertilizer for common use. Also contains Sulphur and Calcium

Fortified - Boronated Single Super Phosphate - Powder & Granulated

Value added nutrient Boron helps in complete development of crops and its roots.

Fortified - Zincated Single Super Phosphate - Powder & Granulated

Value added nutrient Zinc increases yield through proper use of Nitrogen and Sulphur

Soil Conditioner

It contains Calcium, Sulphur and Magnesium to increase chlorophyll in crop. Keeps soil loose and fertile

Sulphuric Acid 98% (backward integration)

For industrial and Pharma use

Magnesium Sulphate

Used for increasing yield of fruits, flowers etc.

SI.

No.

Name of Unit

Products Manufactured

Remarks and usages

2.

Pune

Single Super Phosphate - Powder & Granulated

Base phosphatic fertilizer for common use. Also contains Sulphur and Calcium

Fortified - Boronated Single Super Phosphate - Powder & Granulated

Value added nutrient Boron helps in complete development of crops and its roots.

Fortified - Zincated Single Super Phosphate - Powder & Granulated

Value added nutrient Zinc increases yield through proper use of Nitrogen and Sulphur

NPK - Mixed fertilizers of various grades

Used for different type of soils to replenish nutrients in soil

Sulphuric Acid 98% (backward integration)

For Industrial and Pharma use

Oleum 23%

For manufacturing Explosives

3.

Udaipur

Single Super Phosphate - Powder & Granulated

Base phosphatic fertilizer for common use. Also contains Sulphur and Calcium

Fortified - Boronated Single Super Phosphate - Powder & Granulated

Value added nutrient Boron helps in complete development of crops and its roots.

Fortified - Zincated Single Super Phosphate - Powder & Granulated

Value added nutrient Zinc increases yield through proper use of Nitrogen and Sulphur

PROM (Third-party manufacturing)

To improve soil fertility. Base of Vermi and City compost with phosphate rich organic manure

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

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

Date of Notification

Subsidy amount pmt (in Rs)

Difference (in Rs)

1st May 2010

4400

1st December 2010

4296

104

5th May 2011

5359

1063

29th March 2012

3673

1686

3rd May 2013

3173

500

3 1st March 20 14

3173

0

25th June 20 15

3173

0

30th March 2016

2343

830

17th April 2017

2166

177

18th April 2018

2734

568

Fertilizer Division

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

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

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

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

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

Soya division:

SOYA DIVISION

SI.

No.

Name of Unit

Products Manufactured

Remarks and usages

1.

Indore

Soya Bean Oil

Used as a cooking oil and it has very good emulsifying ability with PUFA

Soya Meal (Soya De-Oiled Cake)

Rich in protein and nutritious. Mainly used as cattle feed & poultry feed

Soya Liquid Lecithin

Mainly used as a emulsifier or binding agent having antioxidant and flavor protector

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

Overall Financial Performance:

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

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

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

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

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

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

ISO Accreditation:

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

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

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

TRANSFER OF AMOUNT TO RESERVES

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

CHANGE IN NATURE OF BUSINESS

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

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

EXTRACT OF ANNUAL RETURN

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

BOARD EVALUATION

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

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

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

DIRECTORS

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

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

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

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

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

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

NUMBER OF MEETINGS

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

Dates on which the Meetings were held

Total Strength of the Board

No. of Directors Present

18/05/2017

8

7

13/09/2017

8

6

30/11/2017

8

7

02/02/2018

8

6

28/09/2017(AGM)

8

3

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

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

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

RISK MANAGEMENT COMMITTEE

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

Particulars

F.Y. 2014-15

F.Y. 2015-16

F.Y. 2016-17

Total

Total Profit / (Loss) for the year as per Section 198

(953.61)

813.00

1,159.74

1,019.13

Average Profit

339.71

2 % of average profit (CSR Expenditure)

6.79

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

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

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

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

INTERNALAUDITORS

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

AUDIT COMMITTEE

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

RELATED PARTY TRANSACTIONS

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

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

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

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

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

STATUTORY AUDITORS

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

AUDITORS REPORT

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

COST AUDIT

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

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

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

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

SECRETARIAL AUDITOR REPORT

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

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

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS

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

PARTICULARS OF EMPLOYEES

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

HD. RAMSINGHANI

Place: Mumbai

CHAIRMAN & MANAGING DIRECTOR

Date: July 30,2018

DIN: 00035416

ANNEXURE 'A' TO DIRECTORS' REPORT

Form No. MGT-9 EXTRACT OF ANNUAL RE TURN

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

REGISTRATION AND OTHER DETAILS:

i)

CIN

L24110MH1984PLC033917

11)

Registration Date

03/09/1984

in)

Name of the Company

Rama Phosphates Limited

IV)

Category/ Sub Category of the Company

Public Company /Limited by Shares

v)

Address of Registered office and contact details

51-52, Free Press House, Nariman Point, Mumbai-400021, Maharashtra Tel: 022 - 22833355, Fax: 022 - 22049946

VI)

Whether shares listed on recognized Stock Exchange(s)

Yes

vii)

Name, Address and contact details of Registrar & Transfer Agent, if any

Link Intime India Private Limited C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083, Maharashtra Tel: 022 - 49186270, Fax: 022 - 49186000

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

SN

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1

Single Super Phosphate

20129

60.28%

2

Sulphuric Acid & Oleum

20112

14.08%

3

De Oiled Cake

10406

12.25%

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

SN

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY / ASSOCIATE

1

NIL

N.A.

N.A.

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

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

%of Total Shares

Demat

Physical

Total

%of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

62

-

62

0.00

62

-

62

0.00

-

b) Central Govt

-

-

-

-

-

-

-

-

-

c) State Govt (s)

-

-

-

-

-

-

-

-

-

d) Bodies Corporate

3219939

-

3219939

18.20

3219939

-

3219939

18.20

-

e) Banks / FI

-

-

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

-

-

Sub-total (A)(l)

3220001

-

3220001

18.20

3220001

-

3220001

18.20

-

(2) Foreign

a) NRI Individuals

-

-

-

-

-

-

-

-

-

b) Other-Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corporate

10049755

-

10049755

56.80

10049755

-

10049755

56.80

-

d) Banks/FI

-

-

-

-

-

-

-

-

-

e) Any Other

-

-

-

-

-

-

-

-

-

Sub-total (A) (2)

10049755

-

10049755

56.80

10049755

-

10049755

56.80

-

Total shareholding of Promoter (A) = (A) (1) (A)(2)

13269756

13269756

75.00

13269756

13269756

75.00

B. Public Shareholding

1. Institutions

a) Mutual Funds

-

5320

5320

0.03

-

5320

5320

0.03

-

b) Banks / FI

-

6320

6320

0.04

-

6320

6320

0.04

-

c) Central Govt

-

-

-

-

-

-

-

-

-

d) State Govt(s)

-

-

-

-

-

-

-

-

-

e) Venture Capital Funds

-

-

-

-

-

-

-

-

-

f) Insurance Companies

-

-

-

-

-

-

-

-

-

g)FIIs

-

-

-

-

-

-

-

-

-

h) Foreign Venture Capital Funds

-

-

-

-

-

-

-

-

-

i) Others (specify)

-

-

-

-

-

-

-

-

-

Sub-total (B)(l)

-

11640

11640

0.07

-

11640

11640

0.07

-

2. Non-Institutions

a) Bodies Corporate

i) Indian

1525847

31819

1557666

8.80

1361915

7899

1369814

7.74

(1.06)

ii) Overseas

-

-

-

-

-

-

-

-

-

b) Individuals

i) Individual shareholders holding nominal share capital upto ? 1 lakh

1320746

357247

1677993

9.48

1204892

350287

1555179

8.79

(0.69)

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

910434

910434

5.15

1270096

1270096

7.17

2.02

c) Others (specify)

-

-

-

-

-

-

-

-

-

Non Resident Indians (Non-Repatriable)

6925

-

6925

0.03

6997

-

6997

0.03

-

Non Resident Indians (Repatriable)

23470

51920

75390

0.43

21249

51280

72529

0.41

(0.02)

Overseas Corporate Bodies

-

-

-

-

-

-

-

-

-

Foreign Nationals

-

-

-

-

-

-

-

-

-

Clearing Members

43326

-

43326

0.24

13814

-

13814

0.08

(0.16)

HUF

140083

-

140083

0.79

123388

-

123388

0.70

(0.09)

Foreign Bodies - D R

-

-

-

-

-

-

-

-

-

Sub-total (B)(2)

3970831

443746

4411817

24.93

4002351

409466

4411817

24.93

-

Total Public Shareholding (B)=(B) (1) (B)(2)

3970831

455386

4423457

25.00

4002351

421106

4423457

25.00

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A B C)

17240587

452626

17693213

100.00

17272107

421106

17693213

100.00

-

ii) Shareholding of Promoter -

SN

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1

Daulat J. Ramsinghani

60

0.00

Nil

60

0.00

Nil

Nil

2

Haresh D. Ramsinghani

2

0.00

Nil

2

0.00

Nil

Nil

3

Blue Lagoon Investments Private Limited

552

0.00

Nil

552

0.00

Nil

Nil

4

Jupiter Corporate Services Private Limited

3219387

18.20

Nil

3219387

18.20

Nil

Nil

5

Indo - US Investments Inc.

-

-

-

-

-

-

-

6

NRI Investors Inc.

-

-

-

-

-

-

-

7

Indus Investments Inc.

-

-

-

-

-

-

-

8

Silver Eagle Inc

10049755

56.80

51.00

10049755

56.50

51.00

Nil

Total

13269756

75.00

51.00

13269756

75.00

51.00

Nil

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

Sr

No.

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of Shares held

% of Total Shares of the Company

No. of Shares held

% of Total Shares of the Company

At the beginning of the year

13269756

75

13269756

75

Date wise increase / Decrease in Promoters shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bouns / sweat equity etc)

No Change in Promoters Shareholding during the year

At the end of the year

13269756

75

13269756

75

iv) Shareholding Pattern of top ten Shareholders:

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

Sr

No.

Name & Type of Transaction

Shareholding at the beginning of the year - 2017

Transactions during the year

Cumulative Shareholding at the end of the year - 2018

No. of Shares held

% of Total Shares of the Company

Date of Transaction

No. of Shares

No. of Shares held

% of Total Shares of the Company

1

DISHA INFIN CONSULTANTS PRIVATE LIMITED

230000

1.2999

230000

1.2999

Transfer

22 Dec 20 17

230000

460000

2.5999

Transfer

16Feb2018

223495

683495

3.8630

AT THE END OF THE YEAR

683495

3.8630

2

S. SHYAM

280370

1.5846

280370

1.5846

Transfer

23 Jun2017

155541

435911

2.4637

AT THE END OF THE YEAR

435911

2.4637

3

SUBRAMANIANP.

204490

1.1558

204490

1.1558

Transfer

07 Apr 20 17

4800

209290

1.1829

Transfer

14 Apr 2017

6803

216093

1.2213

Transfer

21 Apr 2017

10997

227090

1.2835

Transfer

30Jun2017

1400

228490

1.2914

Transfer

07Jul2017

2758

231248

1.3070

Transfer

14M2017

1613

232861

1.3161

Transfer

21 Jul2017

6159

239020

1.3509

Transfer

28Jul2017

4832

243852

1.3782

Transfer

04Aug2017

2362

246214

1.3916

Transfer

04 Aug2017

456

246670

1.3942

Transfer

18Aug2017

1800

248470

1.4043

Transfer

25Aug2017

1980

250450

1.4155

Transfer

01 Sep2017

1673

252123

1.4250

Transfer

08Sep2017

1581

253704

1.4339

Transfer

15Sep2017

3570

257274

1.4541

Transfer

22Sep2017

5776

263050

1.4867

Transfer

29Sep2017

5120

268170

1.5157

Transfer

06Oct2017

1800

269970

1.5258

Transfer

130ct2017

3520

273490

1.5457

Transfer

20Oct2017

5400

278890

1.5763

Transfer

27Oct2017

1650

280540

1.5856

Transfer

10Nov2017

10950

291490

1.6475

Transfer

17Nov2017

1800

293290

1.6576

Transfer

24 No v 20 17

1025

294315

1.6634

Transfer

08 Dec 2017

685

295000

1.6673

Transfer

15 Dec 2017

1153

296153

1.6738

Transfer

22 Dec 20 17

5237

301390

1.7034

Transfer

29 Dec 2017

1950

303340

1.7144

Transfer

05 Jan 20 18

2460

305800

1.7283

Transfer

12 Jan 2018

2700

308500

1.7436

Transfer

19 Jan 2018

2711

311211

1.7589

Transfer

26 Jan 20 18

349

311560

1.7609

Transfer

02Feb2018

6930

318490

1.8001

Transfer

16Feb2018

900

319390

1.8052

Transfer

23Feb2018

2160

321550

1.8174

Transfer

23 Mar 20 18

1801

323351

1.8275

AT THE END OF THE YEAR

323351

1.8275

4

NITREX LOGISTICS PVT LTD.

0

0.0000

0

0.0000

Transfer

16Feb2018

230000

230000

1.2999

AT THE END OF THE YEAR

230000

1.2999

5

ELATE INVESTMENTS & HOLDINGS PVT. LTD.

230000

1.2999

230000

1.2999

AT THE END OF THE YEAR

230000

1.2999

6

PRAKASH JAIN

109665

0.6198

109665

0.6198

AT THE END OF THE YEAR

109665

0.6198

7

HITECH STRUCTURE PVT. LTD.

50000

0.2826

50000

0.2826

Transfer

17Nov2017

(50)

49950

0.2823

Transfer

22 Dec 2017

(9431)

40608

0.2295

AT THE END OF THE YEAR

40608

0.2295

8

TRIVEDI NILAM MAYANK

36862

0.2083

36862

0.2083

Transfer

03Nov2017

(862)

36000

0.2035

AT THE END OF THE YEAR

36000

0.2335

9

PRAKASH SURAJMAL JAIN

35359

0.1998

35359

0.1998

AT THE END OF THE YEAR

35359

0.1998

10

LRSD SECURITIES PVT. LTD.

0

0.0000

0

0.0000

Transfer

16 Mar

29860

29860

0.1688

AT THE END OF THE YEAR

29860

0.1688

11

KAMAL TEA PROCESS AND PACKAGING PVT. LTD.

230000

1.2999

230000

1.2999

Transfer

16Feb2018

(230000)

0

0.0000

AT THE END OF THE YEAR

0

0.0000

12

OPTICAL DISC MARKETING INDIA PVT. LTD.

230000

1.2999

230000

1.2999

Transfer

22 Dec 20 17

(230000)

0

0.0000

AT THE END OF THE YEAR

0

0.0000

13

DHAWALGIRI PROPERTIES PVT. LTD.

223495

1.2632

223495

1.2632

Transfer

16Feb2018

(223495)

0

0.0000

AT THE END OF THE YEAR

0

0.0000

14

SMART VALUE EQUISEARCH PVT. LTD.

82033

0.4636

82033

0.4636

Transfer

12 May 2017

(82033)

0

0.0000

AT THE END OF THE YEAR

0

0.0000

15

OJAS CONSULTING PVT. LTD

73508

0.4155

73508

0.4155

Transfer

19 May 2017

82033

155541

0.8791

Transfer

02 Jim 2017

(155541)

0

0.0000

AT THE END OF THE YEAR

0

0.0000

v) Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors and each Key Managerial Personnel

Shareholding

Transactions during the year

Cumulative Shareholding during the year

No. of shares at the beginning (01-04-2017)/ end of the year (31-03-2018)

% of total shares of the company

Date

Increase/ Decrease in share--holding

Reason

No. of shares

% of total shares of the company

1.

Daulat J. Ramsinghani

60

-

01.04.2017

No Change

N.A.

60

0.00

60

-

31.03.2018

2.

Haresh Daulat Ramsinghani

2

-

01.04.2017

No Change

N.A.

2

0.00

2

-

31.03.2018

3.

Jambu Kumar Parakh

16

-

01.04.2017

No Change

N.A.

16

0.00

16

-

31.03.2018

V. INDEBTEDNESS

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

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year (01.04.2017)

i) Principal Amount

5042.01

107.00

-

5149.01

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

0.36

2.43

-

2.79

Total (i ii iii)

5,042.37

109.43

-

5151.80

Change in Indebtedness during the financial year

* Addition

-

140.57

-

140.57

* Reduction

601.48

-

-

601.48

Net Change

601.48

140.57

-

460.91

Indebtedness at the end of the financial year (31.03.2018)

i) Principal Amount

4435.34

250.00

-

4685.34

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

5.59

-

-

5.59

Total (i ii iii)

4440.93

250.00

-

4690.93

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

SN.

Particulars of Remuneration

Name of MD/ WTD/ Manager

Total Amount (In Rupees)

Chairman and Managing Director Upto (31.03.2018)

Vice Chairman and Joint Managing Director (w.e.f. 01.06.2017)

Mr. D. J.

Ramsinghani

Mr. H, D.

Ramsinghani

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961

56,80,593

79,85,000

1,36,65,593

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

3,61,327

-

3,61,327

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission

9,68,304

-

9,68,304

- as % of profit

- others, specify . . .

5

Others, please specify

4,60,800

15,000

4,60,800

Company Cont. to P.P.

30,000

Medical Benefit

15,000

Total (A)

74,86,024

80,00,000

1,54,86,024

Ceiling as per the Act

B. Remuneration to other directors

SN.

Particulars of Remuneration

Name of Directors

Total Amount (in Rupees)

1

Independent Directors

Mr. D. N. Singh

Mr. K

Raghuraman

Mr. A. K Thakur

Mr. N. R. Joshi

Fee for attending board / committee meetings

60,000

55,000

45,000

5.000

1,65,000

Commission

-

-

-

-

-

Others, please specify

-

-

-

-

-

Total (1)

60,000

55,000

45,000

5,000

1,65,000

2

Other Non-Executive Directors

Mr. R.K.

Shrivastava (upto 08.09.2017)

Mr. H.D.

Ramsinghani (Upto 30.05.2017)

Mrs. N.H Ramsinghani

Mr Sunil Kumar Vohra (w.e.f. 08.09.2017)

Fee for attending board /committee meetings

-

50,000

20,000

-

70,000

Commission

-

-

-

-

-

Others, please specify

-

-

-

-

-

Total (2)

-

50,000

20,000

-

70,000

Total Managerial Remuneration Total (B)=(l 2)

60,000

1,05,000

65,000

5,000

2,35,000

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

SN

Particulars of Remuneration

Key Managerial Personnel

CS

CFO

Total Amount (in Rupees)

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

6,31,291

29,88,011

36,19,302

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

2,03,275

2,03,275

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission

-

-

-

- as % of profit

-

-

-

others, specify . . .

-

-

-

5

Others, please specify

-

-

-

HRA

1,72,800

4,92,000

6,64,800

Conveyance

18,000

18,000

36,000

LTA

1,04,200

-

1,04,200

Medical

32,400

-

32,400

Company Contribution to P.P.

51,840

1,47,600

1,99,440

Total

10,10,531

38,48,886

48,59,417

VH. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

------- ------- --------

Penalty

NTT -------- ------- "

___— ------- --------

Punishment

-------- •

Compounding

_____ --------

B. DIRECTORS

_______ -------

Penalty

>TTT -------------------

_ ------- ------- -------- '

Punishment

______

Compounding

C. OTHER OFFICERS I

N DEFAULT

------- -----

Penalty

. ------- ------- --------

. ----- --------

Punishment

------- ------- --------

_____ ------ - NIL "

Compounding

___

ANNEXURE 'B' TO DIRECTORS' REPORT

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

I. CONSERVATION OF ENERGY :

A. Energy conservation measures taken:

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

a. Single Super Phosphate Plant:

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

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

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

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

b. Sulphuric Acid Plant (SAP) :

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

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

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

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

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

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

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

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

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

c. GSSP and NPK Plants:

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

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

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

d. Miscellaneous:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Year ended 31.03.2018

Year ended 31.03.2017

i) Electricity

a) Purchased: Units (in thousands)

9992

11627

Total amount (Rs in lacs) Rate/ Unit (Rs)

841.11 8.42

922.01 7.93

b) Own Generation: i) Through diesel generator: Units (in thousand)

14.52

5.98

Units per litre of diesel oil

2.39

2.08

Cost/ Unit (Rs)

25.67

29.09

ii) Through steam turbine/generator : Units (in thousand)

10534.09

9032.06

ii) Coal (Rs in lacs)

555.33

485.18

iii) Furnace Oil (Rs in lacs)

27.35

41.53

b) CONSUMPTION PER UNIT OF PRODUCTION:

SSP: Single Super Phosphate

GSSP: Granulated SSP

SA: Sulphuric Acid

SEP: Solvent Extraction Plant

MGSO4: Magnesium Sulphate

NPK: Nitrogen Phosphorus Potash

31.03.2018

31.03.2017

SSP

GSSP

NPK

SA

SEP

MGSO4

Refinery

SSP

GSSP

NPK

SA

SEP

MGSO4

Refinery

Electricity Units / PMT

22.33

12.64

12.66

64.74

35.76

28.60

NIL

23.15

12.67

14.11

65.99

38.29

NIL

NIL

Furnace Oil Litre / PMT

0.29

NIL

NIL

NIL

NIL

NIL

NIL

0.50

NIL

NIL

0.07

NIL

NIL

NIL

Coal Kg / PMT

NIL

34.02

36.51

NIL

63.46

NIL

NIL

NIL

32.08

31.49

NIL

65.96

NIL

NIL

II TECHNOLOGY ABSORPTION:

A) RESEARCH & DEVELOPMENT (R & D)

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

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

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

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

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

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

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

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

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

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

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

c) Future Plan of Action :

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

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

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

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

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

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

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

IH. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

II. Total foreign exchange used & earned:

(? in lacs)

Used

: 8 189. 89 (P. Y. 7827.89)

Earnings

: NIL (PY. NIL)

ANNEXURE 'C' TO DIRECTOR'S REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT

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

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

The Members,

RAMA PHOSPHATES LIMITED Mumbai.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For JIGNESH M.PANDYA & CO.

(JIGNESH M. PANDYA)

Practising Company Secretary

Place: Mumbai

Proprietor

Date: July 30, 20 18

Membership No. A7346 /CPNo. 7318

Annexure I

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

1. Factories Act, 1948;

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

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

4. Acts prescribed under prevention and control of pollution;

5. Acts prescribed under Environmental protection;

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

7. Land Revenue laws of respective States;

8. Labour Welfare Act to respective States;

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

10. The Legal Metrology Act, 2009;

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

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

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

14. The Competition Act, 2002;

15. Fertilizers (Control) Order, 1985;

16. BoilerAct, 1923.

17. The Companies Act, 2013

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

For JIGNESHM.PANDYA& CO.

(JIGNESH M. PANDYA)

Practising Company Secretary

Place: Mumbai

Proprietor

Date: July 30, 20 18

Membership No. A7346 /CPNo. 7318

Annexure II

To,

The Members,

RAMA PHOSPHATES LIMITED

Mumbai.

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

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

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

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

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

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

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

For JIGNESH M.PANDYA& CO.

(JIGNESH M. PANDYA)

Practising Company Secretary

Place: Mumbai

Proprietor

Date: July 30,2018

Membership No. A7346 /CPNo. 7318

ANNEXURE 'D' TO DIRECTORS' REPORT

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

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

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year.

1. Mr. D.J. Ramsinghani : 32.24 2. Mr. H. D. Ramsinghani : 34.45

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

1. Mr. D.J. Ramsinghani : 17.49 % 2. Mr. H. D. Ramsinghani : NA 3. Mr. J.K. Parakh : 24.56 % 4. Mr. Kiran P. Jain : 49. 94 %

(iii) The percentage increase in the median remuneration of employees in the financial year.

The percentage increase in the median remuneration of other employees in the financial year was (4.07%)

(iv) The number of permanent employees on the rolls of company;

436

(v) The explanation on the relationship between average increase in remuneration and company performance;

Average increase in remuneration is as per industry norms.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Average increase in the remuneration is as per the Industries norms and strictly not comparable with the performance of the Company during the year since, the performance is dependent on various factors affecting the Business of the Company.

(Vll)

a) Variations in the market capitalization of the company, b) price earnings ratio as at the closing date of the current financial year and previous financial year and c) percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

The market cap on March 31, 2018 was Rs 13871.49 Lacs as compared to a market capitalization of Rs 15428.48 Lacs as on March 31, 2017. Price earnings ratio as at the closing date of the current financial year is Rs 25.70 and for previous year is Rs 18.17. Percentage Increase in the market quotation as compared to the rate at which the Company came out with the last right offer in 1992 as on March 31,2018 was 2175.9 % as compared to an decrease of 10.09 % as on March 31,2017

(viii)Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year was in line with the increase in the median remuneration.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

The remuneration paid to the KMP was as per industry norms and not comparable.

(x) The key parameters for any variable Component of remuneration availed by the directors.

Not Applicable

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year ;

Not Applicable

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.

Yes

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

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

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

-NIL-

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

-NIL-

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

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