Directors Report of The Phosphate Company Ltd.

Mar 31, 2025

Your Directors are pleased to present the 7^ Annual R^wrt ofThe Phosphate Company Limited, together with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL ffiGHLIGHTS

Particulars	FY 2024-25	(in Lakhs) FY2023-24
Total Revenue fom Operations	137,77	124,99
EBrrDA	876	759
Finance Cost	301	342
Depreciation	98	99
Tax Provisions	131	116
Profit After Tax (PAT)	346	202
Other Comprehensive Income / (Loss)	(18)	(24)
Total Comprehensive Income	328	178

BUSINESS PERFORMANCE AND OPERATIONS

The Company delivered an improved performance in FY 2024-25, aided by favourable and widespread rainfall across key agricultural regions.

• Revenue & Profitability:

Gross trover rose to Rs. 137,77 lakhs, reflecting a growth of oier 10% compared to the previous year. EBITDA stood at Rs. 876 lakhs, up by more than 15% on year-on-year basis. Total Comprehensive Income Rs. 328 lakhs as against Rs. 178 lakhs in FY 2023-24.

• Production & Sales:

Production of Green Single Super Phosphate (SSP) fertiliser was at 73,727 MT, an increase of over 5% on YoY basis. Sales ofSSP (powder and granulated combined) at 72,903 MT, recording a growth of more than 4% compared with the previous year.

• Subsidy:

Fertiliser subsidy was disbursed @ 4,804 per MT during HI offY 2024-25, which was further revised upward to^ 5,121 per MT for H2 of FY 2024-25.

• New Products:

The Company successfully launched certain varieties of Specialty Nutrient and Crop Protection Chemicals (SNPC) under the SAMADHAN brand. These products have been well received in the agri-input market Additionally, the Company availed the opportunity to market Ammonium Sulphate manufactured by FACT Ltd.

OUTLOOK

The Government oflndia, under the Nutrient-Based Subsidy (NBS) Policy, has announced a subsidy of 17,263 per MT for SSP fertiliser for HI of FY 2025-26. This sul:sidy is payable on fertiliser sales made to farmers through Point-of-Sale (POS) machines.

Raw material availability remains a key challenge. Rock Phosphate the primary input is sourced from politically sensitive regions such as Egypt, Jordan, Syria, and Morocco. Continuing geopolitical tensions (including the Russia-^^me conflic, Israel-Iran hostilities, and Gaza crisis), together with security risks on maritime trade routes posed by Houthi rebels and Somali pirates, continue to impact supply chains and input pricing.

Looking ahead, the Company plans to:

• Expand the SAMADHAN Brand by introducing additional varieties of Paddy and other seeds, along with widening the SNPC portfolio launched last year.

• Leverage Government Approval to import and market selected grades of bulk fertilisers under the LAKSHMI Brand. enhancing product diversity.

• Strengthen Brand Equity and Distribution Network to capture incremental demand opportunities in the agri-input market.

Your Directois are confident that these initiatives will enable sustainable growth and improved financial performance in the coming years.

DIVIDEND

To conserve resources for fiihire growth, the Board has not recommended any dividend for the year.

TRANSFER TO GENERAL RESERVES

No amount is proposed to be transferred to General Reserves.

PUBLIC DEPOSITS

The Company has neither accepted nor holds any deposits under Section 73 of the Companies Act. 2013 as on March 31,2025.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company maintains a structured risk management framework. Risks across departments are periodically assessed, and measures are implemented to mitigate exposure. Currently, no risk has been identified that threatens the Company''s existence or operations in the agro-input business.

The Internal Audit ftmction collaborates with departmental heads to evaluate key risks and assess the effectiveness of control mechanisms. Recommendations are placed before the Audit Committee for appropriate action.

STATUTORY AUDITORS

Mis S.K. Agrawal and Co. Chartered Accountants LLP (FRN: 306033E/E300272) continue as the Company’s Statutory Auditois until the conclusion of the 79th AGM to be held in 2027. The Auditor’s Report is self-explanatory and does not contain any qualifications.

COST AUDIT

As mandated under Section 148( I) of the Companies Act, 2013. your Company has appointed Mis S. Gupta & Co., Cost Accountants (FRN: 000020) as Cost Auditors for FY 2025-26, subject to ratification of their remuneration at the ensuing AGM.

In addition, the Department of Fertilisers has directed the Company to undertake a special audit of cost data for FY 2024-25 under the NBS policy to assess MRP reasonableness. This audit will also be conducted by Mis S. Gupta & Co.

INTERNAL AUDIT

Mis Batliboi Purohit & Darbari, Chartered Accountants (FRN: 303086E). continue to serve as Internal Auditors for FY 2025-26.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, the Board bas reappointed CS Ajay Agarwal,

Proprietor of Ws Agarwal A & Associates (CP No. 13493, FCS-7604) as the Secretarial Auditor for FY 2025-26. The Secretarial Audit Report for Fy 2024-25 is in Form MR-3 annexed as Annexure Al & AnnexureA2

The Company bas complied with Secretarial Standards (SS-1 and SS-2) relating to Board and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed overview of the Company’s operations, industry structure, market outlock, opportunities, risks, and internal controls is provided in the M^anagement Discussion oral Analysis Report, attached as Annexure B, which forms an integral part of this Report.

BOARD OF DIRECTORS

The composition of your Company''s Board reflects a healthy mix of executive and non-executive directors, including a woman independent director. Non-executive directors constitute a majority of the Board. During the year, Sbrl DIUp Pratapslngh Goculdas (DIN: 00367409) completed his second consecutive five-year term as an Independent Director and stepped down at the conclusion of the AGM held on 25th September 2025. The Board records its deep appreciation for his invaluable contributions and guidance during his tenure.

To fill the vacancy and strengthen the Board, Shri Gautam Bhattacharya was appointed as an Additional Director (Non-Executive, Independent) on 14th November 2024, subject to shareholders’ approval at the ensuing AGM.

Further, Smt. SonaU Sen (DIN: 00451839), who continues to serve as an Independent Director, is being recommended for re-appointment for another five-year term. Detailed profiles of both directors and their qualifications are included in the AGM Notice.

Board Composition (as on 31st March 2025):

• Shri Binod Khaitan (DIN: 00128502) - Non-Executive, Non-Independent Director

• Shri Hemant Bangur (DIN: ^^^$03) - Non-Executive, Non-Independent Director

• Smt. Sonali Sen (DIN: 00451839) - Non-Executive, Independent, Woman Director

• Shri Gautam Bhattacharya (DIN: 10834784) - Non-Executive, Independent Director

• Shri Ajay Bangur (DIN: 0004I7I1)- Executive Director & CEO

Following the induction of Shri Bhattacharya and retirement of Shri Goculdas, Board committees were reconstituted accordingly.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Sbrl Binod Kumar Kbaltan (DIN: 00128502) retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment.

Considering his experience and contributions, the Board recommends his re-appointment. His brief profile is disclosed in the AGM Notice.

INDEPENDENT DIRECTORS’DECLARATION

The Company has reecived declarations from all Independent Directors confirming their independence as per the provisions of Section 149(7) of the Act and Regulation I6(l)(b) and 25(8) of the SEBI Listing Regulations.

The Board affirms that there has been no change in the circumstances affecting their independence. Furthermore, the names of all Independent Directors are registered in the databank maintained by the Indian Institute of Corporate Affairs.

BOARD MEETINGS

During FY 2024-25, the Board met five times on the following dates:

• 29th May 2024

• 12th August 2024

• 9 th November 2024

• 14th November 2024

• 4th February 2025

The interyal between meetings was within the limits prescribed by the Companies Act, 2013 and SEBI Regulations.

DIRECTORS’ RESPONSIBJLITY STATEMENT

In accordance with Section 134(5) of the Companies Act. 2013. the Directors confirm that:

a) The applicable accounting standards have been followed.

b) Judgments and estimates used are reasonable and prudent.

c) Adequate accounting records have been maintained to safeguard assets and detect fraud.

d) Annual accounts have been prepared on a going concern basis.

e) Proper internal financial controls are in place and functioning effectively.

I) Compliance systems for applicable laws are adequate and operating effectively.

BOARD INDUCTION AND FAMILIARISATION PROGRAMMES

Independent Directors are provided with comprehensive induction materials at the time of appointment, including Company profile, Board structure, regulatory responsibilities, and expected roles.

Throughout the year, directors are regularly updated through presentations on business performance, key financials, industry trends, and relevant regulatory changes to enable effective governance and oversight.

NOMINATION & REMUNERATION POLICY

In compliance with Section 178( I) of the Act, the Company has adopted a policy on appointment and remuneration ofDirectors, KMPs, and senior management. It outlines:

• Board composition and selection criteria

• Remuneration structure for different roles

• Attributes of independence and professional integrity

• Appointment ternis and succession planning

The policy, based on recommendations of the Nomination & Remuneration Committee, is attached as Annexure C.

COMMITTEES OF THE BOARDI. Nomination and Remuneration Committee

• Chairperson: Smt. Sonali Sen

• Members: Shri Hcmant Bangur and Shri Gautam Bhattacharya

• Meeting Held: 12tb August 2024

2. Audit Committee

• Smt Sonali Sen

• Members: Shri Gautam Bhattacharya and Shri Ajay Bangur

• Meetings Held: 29th May, 12th August, 14th November 2024, 31st January, and 4th February 2025

• All reeommendations of the Committee were accepted by the Board.

3. Stakeholders’ Relationship Committee

• Chairperson: Shri Binod Khaitan

• Members: Shri Hemant Bangur and Shri Ajay Bangur

• Meeting Held: 4th February 2025

4. Corporate Social Responsibility (CSR) Committee

• Chairperson: Shri Binod Khaitan

• Members: Shii Hemant Bangur and Shri Gautam Bhattacharya

• Meeting Held: 12th August 2024

BOARD EVALUATION

Pursuant to the SEBI Listing Regulations and Companies Act, 2013, a formal evaluation of the Board, its committees, and individual directors was carried out.

Independent Directors were evaluated by the entire Board, while Non-Independent Directors and the Board as a whole were evaluated by the Independent Directors. The process covered asc its such as Board diversity, performance, effectiveness, strategic inputs, and governance standards. The results indicated a high level of engagement and satisfaction.

KEY MANAGERIAL PERSONNEL (KMP)

The following officials served as KMPs during the year:

• Shri Ajay Bangur - Executive Director & CEO (DIN: 00041711)

• Shri Nanda Klshore Kabra - Chief Financial Officer

• Shri Shankar Banerjee - Dy. Company Sec^^ty & Compliance Officer

SUBSIDIARY, ASSOCIATES & JOINT VENTURES

The Company has no subsidiaries, associate companies, or joint ventures during the financial year 2024-25. CONSOLIDATED FINANCIAL STATEMENTS

Since there are no subsidiary or associate companies, prepration of consolidated financial statements is not applicable.

LISTING OF SHARES

The Equity Shares of your Company continue to be listed on:

• BSE Limited (Scrip Code: 542123)

• Calcutta Stock Exchange Limited (Scrip Code: 2603 I)

SHARE CAPITAL & RECONCILIATION

There has been no change in the capital structure of the Company during the year under review.

The Equity Share Capital of the Company is Rs.3,60,74,800 divided into 36,07,480 Equity Shares of Rs.10/- each as on the close of the FY 2024-25.

As stipulated by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out every quarter. The Report is placed before the Board of Directors and submitted to the Stock Exchanges.

DEMATERIALISATION OF SHARES

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, effectivc from 1st April 2019, transfers of securities in physical form arc no longer permitted. All transfers must be in dematerialised form.

The Company’s shares arc available for dematerialisation with both major depositories in India:

• ISIN: INE398C010l6

• Depositories: National Securities Depositoty Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

As on 31st March 2025, approximately 95.44% of the total equity share capital stands dematerialised. PREVENTION OF INSIDER TRADING

The Company''s Code of Conduct for Prevention of Insider Trading, originally adopted in 2015, continues to be in force. It prohibits directors and employees from trading in the Company’s securities while in possession of unpublished price-sensitive information.

The Company also maintains a tamper-proof structured digital database with audit trail to record all communications of such sensitive infonnation shared for legitimate purposes, in compliance with SEBI’s requirements.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no unclaimed or unpaid dividend or other amounts due for transfer to the Investor Education and Protection Fund during the year under review, in accordance with Section 124(5) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company maintains a robust internal control framework that aligns with the scale and complexity of its operations. The Internal Auditor, who reports directly to the Chairman of the Audit Committee, monitors the implementation and effectiveness of controls across all functional areas.

Significant audit observations and corrective action plans are reviewed periodically by the Audit Committee, ensuring continuous improvement and risk mitigation.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the financial year, the Company has not entered into any transaction involving loans, guarantees or investments requiring disclosure under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All transactions with related patties were conducted on an arm’s length basis and in the ordinary course of business. Accordingly, disclosure in Form AOC-2 is not required.

Further, there were no material related party transactions that could potentially have a conflict with the interests of the Company. Disclosures as required under Indian Accounting Standards are presented in the Notes to the Financial Statements.

The Company’s Policy on Related Party Transactions is available on its website: https://www.phosphate.co.in/financial-investors.html

CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to all Directors, senior management, and employe. The Code is based on principles of corporate governance, ethical business conduct, legal compliance, and commitment to the Company’s values.

It covers areas such as sustainable development, workplace ethics, occupational safety, transparency, gender sensitivity, and leadership by example.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) of the Companies Act, 2013, the Annnual Retom in Form MGT-7 for the financial year ended 31st March 2025 is available on the Company’s website: https://www.phosphate.co.in/investors.html

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism to encourage directors and employecs to report genuine conccms regarding unethical behaviour, financial irregularities, or misconduct. The mechanism ensures coofideotiality, anonymity, and ooo-retaliatioo.

The Whistle Blower Policy is available on the Company’s website and is periodically reviewed by the Audit Committee.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year 2024-25. MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS

There have been no significant or material orders passed by any regulator, tribunal or court during the year that could impact the going concern status or future operations of the Company.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no pr^oceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Ban^ptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

CREDIT RATING

The Company’s creditworthiness was rea^^ed by Acuite Ratings & Research Limited, which assigned:

• BBB-/ Stable for fund-based working capital and term loan facilities

• A3 for non-fund-based working capital facilities

INSURANCE

All tangible assets and major properties of the Company are adequately insured against fire, theft, and other risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE & PARTICULARS OF EMPLOYEES

Energy Conservation:

Steps taken towards energy conservation are enumerated below.

a. Maintaining the overall power factor above 0.95 using capacitor bank;

b. Phase-wise changing high watt Mercury/SON lamp to less energy consuming LED lamps has reduced the lighting load.

Steps taken by the Company for utilising alternate sources of energy:

The Company is exploring application of solar power energy instead of normal conventional power in some areas of the production process and factoiy lightings.

Technology Absorption:

The Company continues to adopt contemporary manufacturing technologies to ensure product quality and efficiency.

Foreign Exchange:
Particulars	2024-25	2023-24
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo:
- Purchase of Raw Materials	^60,14,69,863	^48.74,73.886
- Others	Nil	Nil

Particulars of Employees

Disclosures pursuant to Section 197 of the Companies Act. 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Anncxurc F to this Report.

CORPORATE GOVERNANCE

In terms of Regulation 15 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is exempted from compliance with certain provisions relating to corporate governance.

However, applicable parts of Schedule V of the SERI Listing Regulations have been included in Annexure D forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its commitment to inclusive growth, the Company undertook CSR activities during the year amounting to ^ 13.00 lakhs which was contributed to Human Development Centre towards tbe purchase of land for the upcoming Joynagar Eye Hospital in South 24 Parganas, West Bengal. The disclosures required to be given under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure E to the Board report.

The CSR Committee ensures alignment of social initiatives with the core values of people-centric development, healthcare, and education.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to providing a safe and respectful work environment for all employees. No complaint of sexual harassment was received during the financial year 2024-25.

REPORTING OF FRAUDS

There were no instances of fraud reported by the Statutory Auditors to the Board or to the Central Government under Section 143(12) of the Companies Act, 2013 during the year.

HUMAN RESOURCES

As on 31st March 2025, the Company employed [49] staff. Human capital continues to be an important pillar of strength for the Company.

The Company fosters a porformanec^riven culture and has maintained cordial industrial relations ^roughout the year. Disclosures under Section I 97(12) are available in Annexure F.

ACKNOWLEDGEMENTS

The Board places on record its gratitude for the continued support and cooperation fiom:

• Shareholders

• Customers

• Vendors and Business Partners

• Financial Institutions and Bankers

• Rating Agencies

• Gove^rnent Authorities and Regulatory Bodies

• Stock Exchanges, Depositories, Auditors, and Consultants

We also sinecrely thank the Company’s employees for their commitment and contributions towards the Company’s performance and growth.

CAUTIONARY STATEMENT

This Report contains forward-looking statements relating to the Company’s fitture plans, objectives, and expected performance. These statements are based on management''s m^nt expectations and assumptions. Actual results may differ materially due to various external factors including market conditions, raw material prices, regulatory changes, and macroeconomic conditions.

The Company assumes no obligation to publicly revise or update any such statements based on subs^uent events or developments.

---

Mar 31, 2024

Your Directors have pleasure in prcsenling their Seventy Fiflh Annual Report together with ihe Audited Accounts of the Company for the year ended March 3 1, 2024.

FINANCIAL HIGHLIGHTS

Rs. in lacs

Particulars	Stand-a	ilonc	Consolidated
	Current	Previous	Current	Previous
	year	year	year	year
Total Revenue from Operation	124,99	1 59,90	124,99	159,90
EB1DTA	7,59	11,0 l	7,53	11,07
Finance Cost	3.42	3.49	3.42	3 , 49
Depreciation	99	l.OJ	99	I .03
Tax Provisions	1,16	1,82	I, II	1,84
Profit after tax	2.02	4,67	2,01	4,71
Other Comprehensive Income	(24)	(2)	(24)	(2)
Total Comprehensive Income	1,78	4,65	1,76	4,69

BUSINESS PERFORMANCE & AFFAIRS

Your Company achieved a Gross Turnover of Rs.125 crores during the year compared to Rs.160 crore in previous year. Company produced 70080 MT Green Single Super Phosphate Fertilizer compared to 80.013 MT produced during previous Period. Sales was at 69598 MT of Single Super Phosphate Fertilizer comprising of both in Powder & Granulated form during the year, compared to 76.430 MT sold during previous period.

Your Company has achieved an Earnings Before providing for [merest. Depreciation & Tax (EBITDA) of Rs.759 lakh during Ihe year compared to Rs. I IO1 lakh in the previous year. After providing for Jntcrcst, Depreciation, Tax and Other Comprehensive Items, Total Comprehensive Income during the year stood at Rs.178 lakhs compared to Rs.465 lakhs in previous year.

Prolonged Dry Spell in West Bengal during 2023-24 KhariO'' Season impacted the sales volume. Further, Govt. oflndia reduced subsidy w.e.f, I -I 0-2023 for the period 01-10-2023 1o 31-03-2024 on sale of fertiliser from Rs.6872/- to Rs.3540/- a steep reduction of Rs.3332/- PMT which could not be fully passed to market. These two reasons lowered the sales volume as well as Profit of the Company.

OUTLOOK

Govt. of India has announced Nutrient Based Subsidy (NBS) Policy for PHOSPHATE & SULPHUR nutrient as available in Single Super Phosphaic Fertiliser. According to this policy. on Sale of Fertiliser to Farmers through Point of sale (POS) Machine, a Subsidy of Rs.4804/- pml will be paid to the Company. Present Rate of Subsidy is valid upto 30-09-2024.

Further Govt. of India vide notification no. F.No.23011/9 / 2023-P&K dated 18-01-2024 has restricted total trade margin @ 4% of MRP w.e.f. 01-04-2023. Since SSP fertiliser is a low value fertiliser, margin mandated by Govt. is too low posing challenges in market place.

Availability of Raw Material continues to be critical due to the ongoing war between Russia-Ukraine in Europe and Israel-Palestine in Asia. Company''s main raw Material i.e. Rock Phosphate comes from Middle East Countries viz. Egypt. Jordan. Syria, Morocco etc. All these countries are near the war zone. Further, sea route to bring these material is infested by Houti Rebels and Somalian Pirates. This situation is keeping Raw Material Prices on higher side with tight availability.

DIVIDEND

To conserve resources no dividend is proposed by the Company.

TRANSFER TO GENERAL RESERVES

No amount is proposed to be transferred to the General Reserves.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits nor does the Company have any outstanding deposits under Section 73 of the Act. read with the Companies (Acceptance of Deposit) Rules, 2014 as on the date of the Balance Sheet.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3} (u) of the Companies Act. 2013. the Board of Directors of the company regularly evaluates its associated business risks. It has an elaborate risk management procedure in place and systematic approach to mitigate risk associated with accomplishment of objectives and operations. At present it has not identified any element of risk threatening existence of the company in dealing with agro input products.

This robust Risk Managemenl framework seeks to create iransparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.

The Internal Audit Department is responsible for facilitating coordination with the heads of various Departments. with respect to the process of identifying key risks associated with the business, manner of hand ling risks, adequacy of mitigating factors and recommending corrective action.

STATUTORY AUDITOR & AUDIT REPORT

Mis. S.K.Agrawal and Co Chartered Accountants LLP F.R.No.306033E/E300272 arc the stalUtory auditors of the Company till the conclusion of 79''" AGM of the Company to be held in the year 2027.

The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments.

COST AUDITOR & COST AUDIT

Pursuant to the provisions of Section 148(1) Companies Act 2013 and the Companies (Cost Records and Audit) Rules. 2014. your Company is required to have its cost records audited by a Cost Accountant in practice. The Board of Direclors. upon the recommendalion of the Audit Committee, has approved the appointment of M/s. S Gupta & Co.. Cost Accountants (F.RNo.000020) as the Cost Auditors of the Company for the Financial Year ending 31" March, 2025. Pursuant to Section 148(3) of the Act, read with Rule 14(a)(ii) of Companies (Audit and Auditors) Rules. 2014, ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM. The details of the same arc provided in the Notice convening the AGM.

Further Ministry of Chemicals and Fertilizers, Department of Fertilizers, Govt. of India has mandated special audit of cost data for evaluation of reasonableness of Maximum Retail Prices (MRPs) of Phosphatic and Potassic (P&K) fertilizers under the Nutrient Based Subsidy (NBS) Policy. Accordingly. Mis. S Gupta & Co., Cos, Accountants (F.RNo.000020) has been appointed to conduct the audit of cost data lor the year ended 31“ March 2024.

INTERNAL AUDITORS

Your Directors have appointed Mis Batliboi Purohit & Darbari. Chartered Accountants. (F.R.No.303086E), as Internal Auditor for the financial year ending 31" March, 2025.

SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT & SECRETARIAL STANDARDS

In compliance with the provisions of Section 204 of the Act and the Companies (Appointment and Rcmuncralion of ManagcriaJ Personnel) Rules. 2014. the Board of Directors. upon the recommendation of the Audit Committee. has approved the appointment of CS Ajay Kumar Agarwal, Proprietor of Mis Agarwal A & Associates, Company Secretaries in Whole-time-Practice [C.P. No. 13493 (FCS-7604)], as the Secretarial Auditor of the Company for the Financial Year ending March 31. 2025. The Secretarial Audit Report for the financial year ended March 31. 2024, in Form MR-3, forms an integral part of this report and is annexed as Anncxttrc Al & A2.

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 (collectively called Secretarial Standards) with respect to board meetings and general meetings respectively. The Company has ensured compliance of the same.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis. comprising details of the overview, industry structure and development of the Company is annexed as Annexure B and forms an integral part of the Director''s Report.

DIRECTORS

The Board of Directors of (he Company has an optimum combination of executive and nonexecutive directors and woman director. Non-Executive Directors in the Board arc in majority.

The Board of Directors of your Company comprises of Shri Binod Khaitan (DIN:00128502), Shri Hemani Bangur (DIN:00040903) both Non-lndependent & Non-Executive Directors, Shri Dilip Protapsingh Goculdas (DIN:00367409) as Non-Executive lndepeodent Director, Smt. Sonali Sen (DIN:00451839) as Non-Executive Independent as well as Woman Director. Shri Suresh Kumar Bangur (DIN:00040862) upto 31-07-2023 and thereafter Shri Ajay Bangur (DIN:0004171I) as Whole-time Director designated as Executive Director.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In terms of the provisions of Section 152 of the Act read with Article of the Articles of Association of the Company, Shri Hemant Bangur (DIN:00040903) Director. will retire by rotation at the ensuing AGM and is eligible for re-appointment.

The necessary resolution for re-appointment of Shri Bangur forms part of the Notice convening the AGM. The Board recommends and seeks your support in confirming re-appointment of Shri Bangur. The profile and particulars of experience. attributes and functional expertise that qualify him for Board Membership are duly disclosed in the Notice convening the AGM.

DECLARATION BY INDEPENDENT DIRECTOR

The Company'' has received the necessary declaration from each Independent Director (IDs) in accordance with Section 149(7} of the Act, Regulations I6(l)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6} of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, as per the confirmations received from the IDs, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise. and experience (including proficiency in terms of Section 150( I) of the Act) of all IDs on the Board.

Further. in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, IDs of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Board of Directors of the Company met 6 times during the financial year 2023-24. The respective dates of the Board Meetings were 17'''' May 2023, 26" May 2023, 31" July 2023, 11" August 2023, 2^nd November 2023, and 8¹¹'' February 2024. Intervening gap between two meetings is within the time limit prescribed under the Companies Act, 2013 and SEBI Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) ln the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

BOARD INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the appointment of an Independent Director. the Company sends him/her a formal invitation along with a detailed note on the profile of the Company. the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which inter alia explains the role. functions, amt responsibilities expected of him/her as a Director of the Company is given. The role, functions. and responsibilities of the Director are also explained in detail and informed about the various compliances required from him/her as a Director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations. 201 S, the Code of Conduct of the Company and other relevant regulations. A Director, upon appointment. is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and financials of the Company. They are also provided presentations about the business and operations of the Company from time to time. The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.

APPOINTMENT AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act. 2013. the Board of Directors of your Company in its Meeting held on 15° May. 2014, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes. independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are -

Company Philosophy, Guiding Principles, Nomina(ion of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (olhcr than Managing/ Wholc-timc Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related malters as provided under Section 178(3) of the Companies Act. 2013 is furnished in Anncxurc -0 and forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a duly constituted Nomination and Remuneration Committee. The members are Smt. Sonali Sen (Chairperson). Shri l lemant Baogur and Sltri Dilip P Goculdas. Smt. Sen and Shri Goculdas are Independent Directors while Shri Bangur is non-independent non- executive director. Two meetings of the Committee were held during the year on 31st July 2023 and 11th August 2023.

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Act, applicable Rules framed there under read with the SEBI Listing Regulations. The primary objective of the Committee is monitoring and supervising the Management''s financial reporting process to ensure accurate and timely disdosurcs wilh highcst levels of transparent'' y, inlcgrity and quality of financial reporting.

The. Audit Committee of the Company comprised of 3 (Three) members, namely Shri Dilip P Goculdas as the Chairman of the Committee. Smt. Sonali Sen and Shri Ajay Bangur as members of the Commiliee. Shri Goculdas and Smt. Sen are Independent Directors and Shri Bangur is a Non-Independent Executive Director. The Committee met four times in the financial year 2023-24 rcspeclivcly on 26^th May 2023, 31" August 2023, 2“'' November 2023 and 8^th February 2024. The Board accepted all the recommendations of the Audit Committee during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has a duly constituted stakeholder''s relationship committee. The members are Shri Binod Khaitan (as Chairman), Shri Hemant Bangor and Shri Ajay Bangor. One meeting of the Commitlce was held during the year on 8¹¹'' February 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company duly constituted a Corporate Responsibility Committec in FY. 2023-24. The members are Shri Binod Khaitan (as Chairman), Shri Hemant Bangur and Sml Sonali Sen. One meeting of the Committee was held during the year on 8¹¹'' February 2024.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of section I 34(3)(p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board evaluated its performance and as well as that of its Committees and Individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experiejtee & competencies, performance of specific duties & ob ligations, governance issues etc.

The evaluation of the independent Directors was carried out by the entire Board and that of the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected ihe overall engagement .and efl’ectiveness of the Board and its Committees with the Company.

KEY MANAGERIAL PERSONNEL

Shri Ajay Bangur, Executive Director & CEO (DIN:0004I71I), Shri Nanda Ki shore Kabra CFO (PAN:AFQPK97158) and Shri Shankar Banerjee (ACS 45073) Dy. Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

SUBSIDIARY COMPANIES

Your Company has divested with its entire equity shareholding in Mis Abhinandan Goods Pvt. Ltd. on 29^th March 2024 and accordingly it ceased to be subsidiary of your Company. Consolidated Financial Statements of the Company for the period ended 31“ March 2024 includes state of afl''airs of the subsidiary company upto the date it remained as a subsidiary of the Company i.e. 29^lh March 2024 in accordance with accounting principles prescribed by Indian Accounting Standards. Accordingly, the salient features of the Financial Statement including details of performance and financial position of the Subsidiary Company in prescribed format in Form AOC-I has been prepared upto 29¹¹¹ March 2024 and forms a part of the Director^?s Report as Annexurc E. This apart. there is no other company which has become or ceased to be or continue to remain a subsidiary, associate or joint venture of the Company during the financial year 202 3-24.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31“ March 2024 which forms a part of the Annual Financial Statements, includes particulars of the Subsidiary Company upto 29" March 2024 i.e. the date of existence of the Subsidiary Company in accordance the prescribed Indian Accounting Standards read with the provisions of section 129(3) of the Companies Act 2013.

LISTING

The Company Equity Shares are listed at BSE Ltd. (Bombay Stock Exchange Lld.) with Scrip Code:542123 and at Calcutta Stock Exchange Ltd. with scrip code:26031.

SHARE CAPITAL & RECONCILIATION

There has been no change in the capital structure of the Company during the year under review.

The Equity Share Capital of the Company is Rs.3.60,74,800 divided into 36,07 .480 Equity Shares ofRs.10/- each as on the close of the FY 2023-24.

As stipulated by ihe Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out every quarter. The Report is placed before the Board of Directors and submitted to the Stock Exchanges.

DF.MATF.RI.ALISATION OF SHARES

SEBI(Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations. 2018 has made transfer of securities compulsorily in dematerialised form of company''s share w.e.f.1 “ April 2019.

The JSIN of the Company’s shares is INE398CO10I6 and the same can be dcmatcrialiscd with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31. 2024. 95.34% of the Company''s share capital stands dematerialized. PREVENTION OF INSIDER TRADING

Your Company''s Code of Conduct for Prevention of Insider Trading 2015, approved by the Board of Directors, inter alia, prohibits purchase or sale of securities of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company. Thc Company duly maintains sharing of the unpublished price sensitive information for legitimate purpose in Tamper Proof Structured Digital Database with Audit Trail.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount lying unclaimed/ unpaid with the Company tor transfer to the Investor Education and Proieciion Fund pursuant to the provisions of 124(5) of the Companies Act 2013.

INTERNAL CONTROL SYSTEM & ADEQUACY

Your Company has an Internal Control System, commensurate, with the size. scale and complexity of operations. To maintain iis objectivity'' and independence. the lntcrital Auditor reports 10 the Chairman of ihe Audit Commiilee. The Intcmal Auditor monitors and evaluates the etficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, management undertakes corrective actions and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actions thereon are presented 10 the Audit Committee for its information & direction.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company has nol entered into any transactions within the purview of Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All rc)ated party transactions were placed before the Audit Committee for approval. Form AOC-2 will not form part of Board’s report as all the transactions with related parties are in arm’s length basis and in ordinary course of business. There are also no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to ihe financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company''s website at httos://www.ohosohatc.co-in;’financial . jnvestors.html. None of the Directors had any pecuniary relationship or transactions with the Company except the payments made 10 them in the form of remuneration. sitting fee, commission and reimbursement of expenses, jf any.

CODE OF CONDUCT

The Code of Conduct, adopted by your Board of Directors, is applicable to Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles. viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company’s business and reputation. The Code covers commitment 10 responsibility and sustainable development, concern for occupational health. safety and environment, a gender friendly workplace. transparency and auditability, legal compliance and the philosophy of leading by personal example.

EXTRACT OF ANNUAL RETURN

The Annual Return for FY 2023-24 in term No. MGT-7 as per provisions of the Act and Rules thereto, is available at https://www.phosphatc.eo.in/invcstors.html.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

Your Company has in place a robust vigil mechanism for reporting genuine concerns through the Company''s whistle blower policy to deal with fraud or mismanagement, if any. The Policy ensures that strict confidentiality be maintained whilst dealing with concerns and lhat no discrimination will be meted out to any person tor a genuinely raised concern.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of the Company during the reported financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There arc no material changes and commitments in the business operations of the Company for the financial year ended March 31, 2024 to the date of signing of the Directors Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY AUTHORITIES

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

CREDIT RATING

Your Company has been awarded an Exlernal Credit Rating of IND BB /Stable for Fund-based working capital limits & Term loans and IND A4 for Non-fund-based working capital limits from Banks by India Ratings & Research.

INSURANCE

All the properties of your Company are adequately insured.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND PARTICULARS OF EMPLOYE ES

Energy Conservation

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation of energy is achieved.

b) No specific investment has been made towards reduction in energy consumption.

Technology Absorption

Company''s products are manufactured by adopting the available contemporary technology. The Company constantly strives for maintaining quality of its products.

Particulars	2023-24	2022-23
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo •Purchase of Raw materials	Rs.48,74,73,886	Rs. 59,02,87,499
-Others	Nil	Nil

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, are provided by way of Anncxurc F''.

CORPORATE GOVERNANCE

In terms of Reg.15 of SFBI (Listing Obligation and Disclosure Requirement) Regulation 2015 your Company has been exempted from the applicability of corporate governance provisions as specified in regulations 17, ( I 7A,] 18. i 9, 20, 21,22, 23, 24, I 3[24A,] 25, 26. 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C . D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015. Other applicable provisions of Schedule V of SEBl (Listing Obligation and Disclosure Requirement) Regulation 2015 is furnished in Anncxurc -C and forms part of this Report

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in a suslainablc approach to development, which focuses on people. planet, and profit. Its Corporate Social Responsibility (CSR) strategy is aligned with the core values of empowering people, educating them, and improving the quality of their lives. Its CSR initiatives, which are based on principles of partnership and community ownership, enables the organization to build social capital in the communities where it works. During the year ended, the Company spend Rs.9.32 lacs towards CSR Activities. The amount has been paid to M/s Human Development Centre for purchase of Hospital equipment for Joynagar Eye Hospital, South 24 Parganas, West Bengal.

SEXUAL HARASSMENT

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment During lhe year 202 3-24. no case of Sexual Harassment was reported.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

HUMAN RESOURCES

As on March 31, 2024 your company bad 43 permanent employees. The company acknowledges the importance of human value and ensures lhat proper encouragement both moral and financial is extended to employees to motivate them. The company maintained cordial relationship with workers and staff during the year. Particulars of employees required under section 197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Management and Administration) Rules 2014 is annexed in Anncxure F and forms an integral part of this report.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the sustained co-operation and support bestowed to your Company by customers, vendors, regulators, banks. financial institutions, rating agencies, stock exchanges, depositories, auditors. advisors. consultants. associates. State and Central Government at all levels and all the employees for their helping band, cooperation and dedicated work. The Board deeply acknowledges the trust and confidence placed on the Company and all its shareholders.

On behalf of the Board of Directors For The Phosphate Co. Ltd.

(Ajay Bangur) (Binod Khaitan)

Place: Kolkata Executive Director Director

Dated:12^lh August 2024 DIN:00041711 DIN:00128502

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Mar 31, 2010

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

all in Rupees

Sales & Other Income 12,52,28,280

Operating Profit 1,37,79,872

Interest 1,28,45,619

Gross Profit 9,34,253

Depreciation 8,55,378

Net Profit 78,875

Extra Ordinary Item - VRS or Voluntary Retirement Scheme (74,96,633)

Deferred Tax Credit Liability Written Back 23,72,325

Profit/(Loss) after Tax (50,45,433)

YEAR IN RETROSPECT

Global economy is recovering despite glitches from Euro countries. India is witnessing good growth all around. Agricul- ture Production is robust and price of almost all agro-produce is high, this augurs well for us, as Agro input Industry.

Policy of Variable Concession on Single Super Phosphate (SSP) fertiliser based on monthly variation in Raw material prices remained operative from 1-5-2008 to 30-9-2009 by extending policy from time to time.

Effective from 1-10-2009 SSP concession policy was revert back to fixed concession regime with a marked change in Retail Pricing Scheme. FREE pricing was introduced wherein PRICES were decided by manufacturers in place of Government controlled prices.

Change in pricing policy gave a fillip to the industry. This resulted in rise in All India SSP production by 22.10% over previous year. Our production at Udaipur also increased but the same is not comparable. However, this also resulted in higher price SSP for farmers who showed resistance in purchasing high price SSP in comparison to other heavily subsidised comparable fertiliser.

Your companys production agreement with DMCC, Khemli (Rajasthan) resulted in production and sale of 16005 MT and 14830 MT of SSP respectively, during the year. Due to change in management at DMCC, our agreement was terminated with them w.e.f. 31-3-2010.

Turnover of the company during the year was 71252 lacs in comparison to 7457 lacs in previous year. Company has been able to turn the table and made Operating profit, Gross Profit and Net Profit in the year under review in place of losses suffered last year. However your Directors do not recommend any dividend for the year under review.

CURRENT SCENERIO

Effective from 1-5-2010, Goverment of India has introduced Nutrient Based Subsidy (NBS) Policy for all decontrolled P & K Fertiliser, giving same rate of subsidy to all phosphate based fertiliser. Our long standing demand to include SULPHUR and CALCIUM as secondary nutrient, besides PHOSPHOROUS as primary nutrient in SSP has been partially met, as Sulphur has been recognised as one of the Nutrient. Both these measures have resulted in more than doubling of subsidy amount for SSP from Rs 2000/- to 74400/-.

Considering judicious, long-term and positive approach of Government of India, your company has decided to restart the operation at Rishra works. As per NBS policy, company is gearing up its plant & machinery to produce Boronated(Powder / Granulated) Single super Phosphate and hopes to start production by August 2010. Further Government has allowed crop specific customised fertiliser. Accordingly, company plans to revamp its NPK fertiliser plant to produce customised fertiliser. Your company envisages a capital expenditure of Rs. 4.50 crores in phased manner to achieve desired quality product.

FUTURE STRATEGY

Your works / factory at Rishra is facing infrastructure bottleneck. Narrow Roads all around the factory and heavy movement of railway and bus commuters due to close proximity of Railway Station as well as Inter-State Bus terminal restricts movement of Heavy Trucks at times and often creates jam. Therefore, your management is preparing a road map to shift the entire production line to new spacious place in next 3 years.

RISK & CONCERN

Your Companys product is agro input, the demand of which is dependent on good monsoon and fair climatic conditions besides Government policy.

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

There was no manufacturing activity during the year under review, hence any technology absorption and conservation of energy in manufacturing of product does not take place. However, information as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in an annexure and forms a part of this Report.

FIXED DEPOSITS

Your Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and the Deposit Rules during the year under review.

INDUSTRIAL RELATIONS

The relations with the employees remained cordial. Generous VRS offered by management was accepted by all the workers.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS

Shri Binod Khaitan and Shri G. D. Bangur retire by rotation and being eligible, offers themselves for re-appointment. Particulars of the retiring directors are appended in the notes forming part of the notice for the ensuing General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state :

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Your company does not fall under the provisions of the revised clause 49 of Listing Agreement. However, Corporate Governance practice are being followed by the Company.

COMPULSORY DEMAT

Trading in your companys shares has been made compulsory in dematerialized form as notified by SEBI. Your companys International Security Identification Number (1S1N) is INE398C01016.

LISTING OF EQUITY SHARES

Equity shares of your company are listed with The Calcutta Stock Exchange Association Ltd. under scrip code no 10026031 and annual listing fee has been paid for the year 2010-11. An application has been made for listing with Bombay Stock Exchange through The Calcutta Stock Exchange.

COST AUDIT

Since the the suspension of works at Rishra has been lifted only in the last quarter of the period under review, applications are being moved to the Ministry of Corporate Affairs, New Delhi, requesting to keep in abeyance Cost Audit Orders on your Companys product till the production commences.

INSURANCE

All the properties of the company are adequately insured.

SECRETARIAL AUDIT & RECONCILIATION OF CAPITAL

As stipulated by SEBI, a firm of Chartered Accountants carried out secretarial audit and reconciliation of total admitted capital every quarter and their reports were submitted to The Calcutta Stock Exchange.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment. Observations by auditors in their report in schedule VI regarding non provision of Gratuity liability is self explanatory in Note 7 of Schedule R.

ADEQUACY OF INTERNAL CONTROLS

The company has adequate internal control system commensurate to its size and business. M/s. R. D. Daga & Co., Chartered Accountants, has been appointed Internal Auditors, to conduct internal audit on the companies activities.

CEOs CERTIFICATE

A certificate from the Chief Executive of the Company on the Financial Statements of the Company, in terms of clause 49 of the Listing Agreement, placed before the Board and was taken on record.

COMPLIANCE OFFICER & MEANS OF COMMUNICATION

Shri M. D. Damani, Director & Secretary, is the Compliance Officer. He is available at the Registered Office of the company at 14, Netaji Subhas Road, Kolkata-700 001. Tel, : 033-2230-0771 - 3, Fax : [phone], Mob : [phone], E-mail : [email protected]

Registrar & Share Transfer Agents : M/s. Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, Kolkata - 700 001, Tel : [phone] / 5809

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to State Bank of India, State Bank of Mysore, Syndicate Bank, Central Government, State Government, Shareholders, Customers, Dealers & Vendors for the continuous support and assistance.

On behalf of the Board

Kolkata G. D. Bangui

Dated : 30th July, 2010 Chairman

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Mar 31, 2009

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS Rs. in Lacs.

Sales & Other Income 457.49 Operating Profit/(Loss) (31.13) Interest 62.68 Gross Profit (93.81) Depreciation 10.07 Net Profit (Loss) (103.88) Extra Ordinary Item 45.88 Provision for Fringe Benefit Tax 0.96 Fringe Benefit Tax written back 0.07 Deferred Tax Credit 73.13 MAT Credit - Profit(Loss) after Tax (77.52)

DIVIDEND

In view of the losses, your Directors do not recommend any dividend for the year under review.

YEAR IN RETROSPECT

Global economy was a game of Sea-saw last year. Prices of almost all commodity / goods were risen to new highs during first half of the year and suddenly everything busted, demand vanished and prices nosedived at much faster speed than one can imagine. This phenomenon has greatly impacted Indian economy at all levels. However, 3 stimulus package one after another by Government of India (GOI) and sharp cuts in all key rates by Reserve Bank of India coupled with stable domestic demand kept our economy growing albeit at a slow pace.

GOI has announced Single Super Phosphate (SSP) Fertilizer Policy w.e.f. 1-5-2008 and revised the same on 25-08-08, which did not favour manufacturers dependent on imported raw material. Since your company was totally dependent on imported raw material, it had no option but to continue suspension of operation. During the year Department of Fertiliser has amended policy guidelines frequently, which have created more confusions than solutions. The said policy expired on 31-03-2009, was extended upto 30-06-09, and has since expired.

GOI has announced a separate uniform "Freight Policy" and Fertilizer Monitoring System for all fertilisers Including SSP. This is a welcome development and will go a long way in availability of fertiliser to every nook and corner of the country.

Since Government has emphasised and favoured manufacturing of SSP with indigenous raw materials, your Company has an arrangement at Udaipur (Rajasthan) based unit to process SSP for your Company. Indigenous raw materials are being procured locally. After some teething problems in obtaining various permissions being sorted out, operations are in process of stabilising.

OUTLOOK

The last policy announced for SSP has since expired on 30-06-2009, and a new long term policy is expected shortly.

MARKET SCENARIO

Governments recognition and acceptance of Sulphur as the fourth nutrient besides nitrogen phosphorous and potash. Your Companys product SSP is the best and cheapest carrier of Sulphur along with Phosphorous and Calcium required to be supplemented in the soil for all major crops. Thus the product has good potential.

FUTURE OUTLOOK

Operations based on indigenous raw material is stabilising and your Company is in course of increase the scope of operations at Udaipur to cater to the local demand as well as market of M.P., U.P., and Bihar along with our traditional market of West Bengal which have a brand image of your Companys "Laksmi Brand."

Honble Finance Minister in his budget speech has come with the proposal of nutrient based fertiliser policy and the concession will be linked to nutrient content and details thereof awaited.

Meanwhile, new policy on SSP is expected and hopefully it should be more pragmatic in line with recent budget speech of Honble Finance Minister and Honble Agriculture Minister.

RISK & CONCERN

Your Companys product is agro input, the demand of which is totally dependent on good monsoon and fair climatic conditions besides Government policy. Thus viability of SSP industry depends on all these factors.

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

The operation at Companys works continued to remain under suspension hence any technology absorption and conservation of energy in manufacture of product does not arise. Information as per Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in an Annexure and forms a part of this Report.

FIXED DEPOSITS

Your Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and the Deposit Rules during the year under review.

INDUSTRIAL RELATIONS

The relations with the employees remained cordial. In absence of any long term Government policy on SSP and due to continuity of suspension of operations at Rishra works, workers are opting for VRS in terms of bipartite discussion / arrangement with their unions and dues are settled accordingly from time to time.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS

Shri M. D. Damani retires by rotation and being eligible, offers himself for re-appointment. Particulars of the retiring director are appended in the notes forming part of the notice for the ensuing General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state :

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Your company does not fall under the provisions of the revised clause 49 of Listing Agreement. However, Corporate Governance practice are being followed by the Company.

COMPULSORY DEMAT

Trading in your companys shares has been made compulsory in dematerialized form as notified by SEBI. Your companys International Security Identification Number (ISIN) is INE398C01016.

LISTING OF EQUITY SHARES

Equity shares of your company are listed with The Calcutta Stock Exchange Association Ltd. under scrip code no 10026031 and annual listing fee has been paid for the year 2009-10. An application has been made for listing with Bombay Stock Exchange through The Calcutta Stock Exchange.

COST AUDIT

Since the works at Rishra is under suspension, an application is being moved to the ministry of Corporate Affairs New Delhi requesting to keep in abeyance Cost Audit Orders till the suspension of works at Rishra is lifted and production commences.

INSURANCE

AH the properties of the company are adequately insured.

SECRETARIAL AUDIT & RECONCILIATION OF CAPITAL

As stipulated by SEBI, a firm of Chartered Accountants carried out secretarial audit and reconciliation of total admitted capital every quarter and their reports were submitted to The Calcutta Stock Exchange.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ADEQUACY OF INTERNAL CONTROLS

The company has adequate internal control system commensurate to its size and business. M/s. R. D. Daga & Co., Chartered Accountants, has been appointed Internal Auditors, to conduct internal audit on the companies activities.

CEOs CERTIFICATE

A certificate from the Chief Executive of the Company on the Financial Statements of the Company, in terms of clause 49 of the Listing Agreement, placed before the Board and was taken on record.

COMPLIANCE OFFICER & MEANS OF COMMUNICATION

Shri M. D. Damani, Director & Secretary, is the Compliance Officer. He is available at the Registered Office of the company at 14, Netaji Subhas Road, Kolkata-700 001. Tel : [phone], Fax : [phone], Mob : [phone], E-mail : [email protected]

Registrar & Share Transfer Agents : M/s. Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, Kolkata - 700 001, Tel: [phone] / 5809

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to State Bank of India, State Bank of Mysore, Syndicate Bank, Central Government, State Government, Shareholders, Customers, Dealers & Vendors for the continuous support and assistance.

On behalf of the Board Kolkata G. D. Bangur Dated :July 31st, 2009 Chairman

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Mar 31, 2008

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2008.

FINANCIAL RESULTS Rs. in Lacs.

Current Year Previous Year Sales & Other Income 3946.58 5007.65 Operating Profit (PBIDT) 102.13 262.95 Interest 98.81 86.84

Gross Profit 3.32 176.11 Depreciation 75.44 71.72

Net Profit (PBT) (72.12) 104 39 Provision for Income Tax - 11.80 Provision for Fringe Benefit Tax 1.22 1.27 Deffered Tax credit 19.43 Nil MAT Credit 11.57 Nil

Profit (Loss) after tax (42.34) 91.32 Balance brought forward 81.18 - Transfer from General Reserve 118.49 - Available for Appropriations 157.33 91.32 Deferred Tax Liability (Opening) provided 118.49 - Proposed Dividend - 8.66 Tax on proposed dividend - 1.47 Balance Carried forward 38.84 81.19

157.33 91.32

DIVIDEND

In view of the losses, your Directors do not recommend any dividend for the year under review.

YEAR IN RETROSPECT

The Indian economy has maintained the growth rate leading to substantial demand of all products. The high food grain price has increased the demand for all fertiliser including Single Super Phosphate (SSP) an abnormal increase in prices of basic raw materials in international market since 2nd half without corresponding increase in the realisation either through MRP or Concession has led to reduction in all India SSP production during the year from 29.72 lac mt. to 22.46 lac mt. It is important to mention that the international price of Rock phosphate which were more or less steady till August 2007 started rising on month to month basis and double within a short period whereas of Sulphur has increased manifold during the year. An official study on price movement of select food, energy and fertiliser shows that price of Sulphur, key SSP raw material has out spaced the price hike of oil and food. This crisis was further aggravated by increase in Ocean Freight, due to hike in oil price. The industrys representation to Government of India and Government of West Bengal has yielded no response during the year under review and it forced us to reduce the productioin and finally, to avoid further losses had to suspend the operation of works w.e.f. 16-2-2008. The delay in dusbursement of concession has further affected the working.

OUTLOOK

Government of India has finally announced new SSP policy w.e.f. 1-5-2008 wherein monthly escalation/de-escalation of Rock phosphate & Sulphur prices will be recognised on industry average, but has not considered the revision in cost of manufacturing and servicing due since long. However, Govt. of India has agreed to refer the matter to Tariff Commission to recommend for rationalising the other cost of SSP manufacturing to bring it in line with other decontrolled Phosphatic fertilizer.

Moreover, the Government of India has further reduced the MRP of SSP to make it available at an affordable price in comparison to other fertilisers. This action of Government has necessitated substantial rise in concession in view of increased raw material cost, resultant this has enhanced the working capital requirement abnormally. We are to inform that out of 72 SSP manufacturers, Government of India has allowed only 11 SSP manufacturers to market SSP directly and your company is one of them.

MARKET SCENARIO

Infrastructure investment has started showing results. Timely movement of Agro-produce to the market gave better realization to the farmer and has encouraged more use of fertilizer. The demand of Phosphatic fertilizer is outpacing the supply.

FUTURE OUTLOOK

Government of India has recently announced New Nutrient Base fertilizer policy, wherein has recognised SULPHUR as FOURTH Nutrient. This will while care for Balance use of Fertiliser and also influence for more use of Sulphur base fertilizer. Single Super phosphate is one of the best carriers of Sulphur. Hence, the demand will further improve.

RISK & CONCERN

The Company is exposed to risk of uncertainty in the availability of raw materials and changes in Governments Fertiliser Policy.

ENVIRONMENT & SAFETY

The Company has taken all possible steps for treatment and safe disposal of all process waste ensuring compliance with the required prevention of air and water pollution.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms a part of this Report.

FIXED DEPOSITS

Your Company has not accepted any deposit from the public under Section 58A of the Companies Act, 1956 and the Deposit Rules during the year under review.

INDUSTRIAL RELATIONS

The relations with the workers remained cordial. Your company is negotiating with the labour union for a long term settlement on reasonable terms acceptable to both sides so that at least part of the operation can continue till the final long term policy is announced.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS

Shri N. A. Bhaduri retires by rotation and being eligible, offers himself for re-appointment. Particulars of the retiring director are appended in the notes forming part of the notice for the ensuing General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state :

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis. CORPORATE GOVERNANCE Your company does not fall under the provisions of the revised clause 49 of Listing Agreement.

COMPULSORY DEMAT

Trading in your companys shares has been made compulsory in dematerialized form as notified by SEB1. Your companys International Security Identification Number (ISIN) is INE398C01016.

LISTING OF EQUITY SHARES

Equity shares of your company are listed with The Calcutta Stock Exchange Association Ltd. under scrip code no 100226031 and annual listing fee has been paid for the year 2008-09. An application has been made for listing with Bombay Stock Exchange through The Calcutta Stock Exchange.

COST AUDIT

In compliance with the orders of Government of India, your Board has appointed M/s. Gupta & Co. Cost Accountants, to conduct the cost audit of Sulphuric Acid and Fertilizers manufactured by the company for the financial year ended 31.3.2009.

INSURANCE

All the properties of the company are adequately insured. SECRETARIAL AUDIT & RECONCILIATION OF CAPITAL As stipulated by SEBI, a firm of Chartered Accountants carried out secretarial audit and reconciliation of total admitted capital every quarted and their reports were submitted to The Calcutta Stock Exchange.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ADEQUACY OF INTERNAL CONTROLS

The company has adequate internal control system commensurate to its size and business. M/s. R. D. Daga & Co., Chartered Accountants, has been appointed Internal Auditors, to conduct internal audit on the companies activities.

CEOs CERTIFICATE

A certificate from the Chief Executive of the company in the Financial Statements of the company, in terms of clause 49 of the Listing Agreement, placed before the Board and was taken on record.

COMPLIANCE OFFICER & MEANS OF COMMUNICATION

Shri M. D. Damani, Director & Secretary, is the Compliance Officer. He is available at the Registered Office of the company at 14, Netaji Subhas Road, Kolkata - 700 001. Tel : [phone], Fax : [phone], Mob : [phone], E-mail : [email protected]

Registrar & Share Transfer Agents : M/s. Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, Kolkata - 700 001, Tel : [phone] / 5809

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to State Bank of India, State Bank of Mysore, Syndicate Bank, Central Government, State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

On behalf of the Board Kolkata G. D. Bangur Dated: 21st July, 2008 Chairman

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Mar 31, 2007

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2007.

FINANCIAL RESULTS Rs. in Lacs. Current Year Previous Year Sales & Other Incomes 5007.65 6418.91 Operating Profit (PBIDT) 262.95 280.27 Interest 86.84 108.53 Gross Profit 176.11 171.74 Depreciation 71.72 66.91 Net Profit (PBT) 104.39 104.83 Provision for Income Tax 11.80 8.72 Provision for Fringe Benefit Tax 1.27 1.25 Profit after tax 91.32 94.86 Appropriations Proposed Dividend 8.66 - Tax on proposed dividend 1.47 - Balance Carried forward 81.19 94.86

DIVIDEND

Your directors are pleased to propose a dividend of 5% subject to your approval.

YEAR IN RETROSPECT :

The Indian economy is registering a steady growth year on year basis. This has lead to increased consumption of all products. Demand of fertiliser in India has increased and large-scale import of- fertiliser had to be resorted after a gap of few years. Government oilseed mission has necessitated increased use of Single Super Phosphate (SSP), being the best sulphur carrying fertiliser. Production of SSP on all India basis increased by 6.3% over and above 13.6% rise in previous year. Even after substantial increase in production, demand of SSP outstripped supply in most parts of the country. Production of SSP at your Rishra factory was 94334 MTs and Sulphuric acid was at 55902 MTs. Disturbance in Singur in the home district Hooghly of your factory and few logistic problems in imports had affected operations in peak season which otherwise had a good start. Judicious planning has helped the company to improve the bottom line.

OUTLOOK

As stated above demand of SSP is outstripping production. Further use of SSP in terms of P2O5 (Phosphate) nutrient in agriculture in India is only 10.7% compared to very high uses in other countries viz. Egypt 99%, China 38%, Brazil 28%, New Zealand 70% .

It is thus hoped that there would be an opportunity for increase in demand for SSP in India. A pragmatic approach by the Government to make it at par with other phosphatic fertilisers will boost production and profitability of the Industry.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms a part of this Report.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

Industrial Relation remained cordial during the year.

DIRECTORS

Shri Binod Khaitan and Shri G.D.Bangur retires by rotation and being eligible, offers themselves for re-appointment.

LISTING

Equity shares of your Company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing fee has been paid for the year 2007-08.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to State Bank of India, State Bank of Mysore, Syndicate Bank, Central Government. State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

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Mar 31, 2006

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2006.

FINANCIAL RESULTS

Rs. in Lacs. Current Year Previous Year

Sales & Other Incomes 6,237.58 5,326.70

Operating Profit before Interest & Depreciation 287.98 197.00

Interest 116.25 108.58

Gross Profit 171.73 88.42

Depreciation 66.91 67.62

Profit before Tax 104.82 20.80

Provision for Income Tax 8.72 -

Provision for Fringe Benefit Tax 1.25 -

Profit after Tax 94.86 20.80

DIVIDEND

In order to conserve resources your directors decided not to recommend any dividend for the year.

YEAR IN RETROSPECT

Better realization of the farm produce to the farmers has increased the demand of all fertilizers. Single Super Phosphate (SSP) production at all India level was restricted due to non-availability of rock phosphate and movement restrictions during the peak sowing time.

OPERATION AND PERFORMANCE

An all round growth in business of the Company was recorded. Production of SSP was 107702 Mts. and Sulphuric Acid at 67869 Mts. against 76257 Mts. and 49167 Mts. respectively in last year. Ad-hoc concession was revised from Rs.650/- to Rs.975/- per Mt. with effect from September 2005. However, this increase was not sufficient compared to increase in costs of raw materials and its movement.

OUTLOOK

Government of India is emphasizing on the use of balanced fertiliser to achieve the higher farm yield. It has also recognized the need of sulphur in the soil. This will hopefully lead to a better demand of SSP being the best carrier of sulphur fertiliser. There is significant world-wide rise in the demand of phosphatic fertiliser leading to increase in prices of rock phosphate. Government of India is exploring the new sources within and outside the country to meet the future demand of rock phosphate at a reasonable price through joint ventures. Fertiliser Association of India on behalf of SSP industry is pursuing the matter with the Central Government to compensate the industry for increase in the cost. The department of fertiliser is considering a long term policy on decontrolled fertiliser.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms a part of this Report.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act. 1956, the Board of Directors hereby state:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a (rue and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

Industrial Relation remained cordial during the year.

DIRECTORS

Shri M.D.Damani retires by rotation and being eligible, offers himself for re-appointment.

LISTING

Equity shares of your Company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing fee has been paid for the year 2006-07.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to State Bank of India, State Bank of Mysore, Syndicate Bank, Central Government. State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

On behalf of the Board Kolkata G. D. Bangur Dated : 12th July. 2006 Chairman

ANNEXURE TO DIRECTORS REPORT

A. Information as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the

Board of Directors) Rules, 1988 and forming a part of the Directors Report.

I. CONSERVATION OF ENERGY

Energy measures taken :

i.) Regular Energy Audit by experienced Engineers.

ii.) Monitoring of maximum demand regularly to control maximum KVA drawn from grid supply. Disclosure of Particulars with respect to conservation of energy

A. Power and Fuel Consumption This Year Previous Year

1. Electricity:

(a) Purchased:

Units 000KWH 3860 2734

Total Rs./Lacs 170.66 135.86

Rate/Unit Rs./KWH 4.42 4.97

(b) Own generation:

(i) Through Diesel Generator

Units 000KWH - -

Unit per litre of Diesel oil 000KWH -

Cost/Unit Rs. /KWH - -

(ii) Through Steam

Turbine/Generator 000KWH 3863 2883

2. Coal (Specify & Where Used):

Quantity Tonnes - -

Total Cost Rs./Lacs - -

Average Rate Rs./Tonne - -

3. Furnace Oil :

Quantity KL 80 170

Total Cost Rs./Lacs 15.27 23.03

Average Rate Rs./KL 19092 13547

4. Others/Internal Generation ; 000KWH

B. Consumption per Electricity Furnace Oil Electricity Furnace Oil unit of Production (KWH/MT) (LTRS/MT) (KWH/MT) (LTRS/MT)

Superphosphate 25.64 - 26.19 -

Sulphuric Acid 74.29 - 64 73 -

Graunlated Fertiliser 15.00 9.52 1374 10.07

Sodium Silico Fluoride 42.68 - 41.50 -

On behalf of the Board G. D. BANGUR Chairman

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Mar 31, 2005

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2005.

FINANCIAL RESULTS

Rs. in Lacs. Current Year Previous Year Sales & Other Incomes 5390.03 3586.07

Operating Profit before Interest & Depreciation 190.03 229.91

Interest 101.61 157.30

Gross Profit 88.42 72.61

Depreciation 67.62 71.54

Net Profit 20.80 1.07

DIVIDEND

In order to conserve resources your directors decided not to recommend any dividend for the year.

YEAR IN RETROSPECT

Agriculture sector recorded growth on the back of reasonably good monsoon. Demand of all fertlisers was very good. However production of SSP on all India basis declined substantially except in West Bengal.

OPERATION AND PERFORMANCE

Despite Good Demand of SSP, your Company could not increase the production due to poor availability, as well as prohibitive cost of major Raw materials i.e. Rock phosphate and Sulphur the bulk of which is imported. As reported earlier international shipping freight remained high throughout the year coupled with buoyancy in Commodity Trade all over the world restricted the availability of raw materials even at higher prices despite which Government of India maintained concession uniformly at Rs.650/- per mt. However, Government of West Bengal increased MRP of SSP by Rs. 320/- per mt. in December 2004 which was immediately absorbed by the market. However, this marginal increase is not sufficient to cover up the increased cost. Moreover, effect of this has not reflected much because this announcement was made at the fag end of the season. During the year the Company entered into agriculture related activity of Raw Jute trading and later moved on to Textile trading.

OUTLOOK

The Government in order to cut import and become self reliant in edible oil is encouraging oilseed production, SSP is the best fertiser for oilseed cultivation, which should ensure increase in demand. Fertiliser Association of India as well as the Company is making regular representations to the Central Government to announce fair realisation of the product, the same is under active consideration and is expected to be announced soon.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms a part of this Report.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

Industrial Relation remained cordial during the year. Long term Agreement with the workmen expired on 31-8-2004. Negotiation are progressing for the settlement of Charter of Demand.

DIRECTORS

Shri N.A.Bhaduri retires by rotation and being eligible, offers himself for re-appointment.

LISTING

Equity shares of your Company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing fee has been paid for the year 2005-06.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to State Bank of India, State Bank of Mysore, Syndicate Bank, Central Government, State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

On behalf of the Board Kolkata G. D. Bangur Dated : 4th July, 2005 Chairman

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Mar 31, 2004

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2004.

FINANCIAL RESULTS

Rs. in Lacs.

Current Year Previous Year

Sales & Other Incomes 3586.07 3235.13 Operating Profit before Interest & Depreciation 229.91 275.88 Interest 157.30 151.91 Gross Profit 72.61 123.97 Depreciation 71.54 73.06 Net Profit/(Loss) 1.07 50.91 Less: Extra Ordinary Items (30.37) (30.38) Add: Income tax refund received 5.53 - Balance of Previous year brought forward (266.72) (287.25)

Balance Carried forward (290.49) (266.72)

DIVIDEND

Your Directors regret their inability to recommend any dividend owing to brought forward losses.

YEAR IN RETROSPECT

On all India basis agriculture sector recorded significant growth. However, untimely rainfall in West Bengal resulted in less use of fertiliser and Single Super Phosphate (SSP) in particular.

OPERATION & PERFORMANCE

Goverment of India maintained the [email protected]/- pmt on SSP for the year 2003-2004. The cost of Imported raw material started increasing gradually from October, 2003 onwards and are still hovering at all time high. The industrys representation from time to time yielded no result. This had effected the working of the Company. The increase in cost without corresponding realisation had compelled the Company to restrict the production.

OUTLOOK

As reported earlier. Cost Audit Branch under Department of Expenditure, Ministry of Finance had submitted their report to Department of Fertiliser (DOF). The industry had made representation through Fertiliser Association of India (FAI) on the report and the same is under consideration. Meantime, DOF has announced Base Rate Concession for the first quarter i.e. April-June 2004. It is expected that the final rate will be announced after taking into consideration the rise in the input cost and also the points raised by industry through FAI.

There are indications that the Central Government has recognised the difficulty due to increased cost of input and is in process of finding suitable solution. Recently it has announced base rate of subsidy instead of fixed subsidy which is a step in the right direction and it is expected that a suitable policy decision will be announced shortly.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES

As per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given as per Annexure and forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

Inter-Union rivalry disrupted law and order position. The situation was dealt with strongly and is under control. Long term agreement with both permanent and handling contract workmen is expiring on 31st August, 2004.

DIRECTORS

Shri G.D.Bangur retires byrotation and being eligible, offers himself for re-appointment.

LISTING

Equity shares of your Company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing fee has been paid for the year 2004-05.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to I.I.B.I, State Bank of India. Industrial Finance Branch, State Bank of Mysore, Bentinck Street Branch, Central Government and State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

On behalf of the Board

Kolkata G. D. Bangur Dated : 30th July, 2004 Chairman

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Mar 31, 2003

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2003.

FINANCIAL RESULTS (Rs. in Lacs) Current Year Previous Year (12 months) (9 months)

Sales & Other Incomes 3,235.13 1,785.19 Operating Profit before Interest & 275.88 135.28 Depreciation

Interest 151.91 93.49

Gross Profit 123.97 41.79

Depreciation 73.06 52.36

Net Piofit/(Loss) 50.91 (10.57)

Less: Extra Ordinary Items (30.38) (64.47)

Add: Excess Tax Provision written back - 7.35

Balance of Previous year brought forward (287.25) (219.56)

Balance Carried forward (266.72) (287.25)

DIVIDEND

Your Directors regret their inability to recommend any dividend owing to brought forward losses.

YEAR IN RETROSPECT

On all India basis Agriculture Sector recorded a negative growth due to widespread drought, resulted in decline of land acreage, use of Fertiliser, and consequently Crop production. All India production of Single Super Phosphate (SSP) Fertiliser was down by 6.7%.

OPERATION & PERFORMANCE

The Government of India maintained the rate of concession on SSP@ Rs.650/- per M.T. for the year 2002-2003 inspite of increase in the cost of production. As reported to you, despite tremendous selling pressure of DAP and no improvement in the selling price of SSP, and a war-like situation in the West Asian countries and finally the attack on Iraq had not only disturbed the movement but also sky-rocketed the prices of crude oil and sulphur. However, the cost control initiatives and better marketing policy helped the Company in improving the bottom line. The Government of India withdrew special additional duty (SAD) on imported raw materials w.e.f. 1/3/2003. The final rate of concession on SSP for the year 2003-2004 has not yet been announced. Meanwhile, the Government of India has entrusted Bureau of Industrial Cost and Prices to review the manufacturing cost of SSP. The fair weather condition and remunerative prices announced for agricultural produce would improve the demand of SSP fertiliser. Barring unforeseen circumstances, the directors are hopeful of better performance.

The observations in Auditor's Report are dealt within the Notes on Accounts at the appropriate places in the accounts and are self- explanatory.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217(1)(e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES

There is no employee in the Company in the receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has a whole-time Secretary, however in view of proviso of sub-section (1) of Section 383A of the Companies Act. 1956 read with amended Rule 2(3) of Companies (Appointment and Qualification of Secretaries) Rules. 1988, a certificate from a secretary in whole lime practice is attached to this Report as a matter of abandon caution.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act. 1956, the Board of Directors hereby state

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures:

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and esti- mates that are reasonable and prudent so as to give a true and fair view of the state of affair? of the Company at the end of the financial year and of the Profit or Loss of the Company for the year;

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

Relations between Management and Employees remained cordial during the year under review.

DIRECTORS

Shri C.D.Bangur, Managing Director, resigned from the Board of Directors and employment of the Company w.e.f. 1st of February. 2003. The Board placed on record its deep sense of appreciation and gratitude for the long dedicated services rendered by Shri Bangur.

Shri M.D.Damani retires by rotation and being eligible, offer himself for re-appointment.

LISTING

Equity shares of your Company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing fee has been paid for the year 2003-04.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your Directors are also thankful to I.I.B.I, S.B.I. Industrial Finance Branch, Central Government and State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

On behalf of the Board Kolkata G. D. Bangur Dated : 30th July, 2003 Chairman

---

Mar 31, 2002

The Directors present their Annual Report together with the Audited Accounts of the Company for the period (nine months) ended 31st March, 2002.

FINANCIAL RESULTS

Rs. in Lacs.

Sales & Other Incomes 1785.19

Operating Profit before Interest & Depreciation 135.28

Interest 93.49

Gross Profit (Loss) 41.79

Depreciation 52.36

Profit/(Loss) (10.57)

Less: Extra Ordinary Items 64.47

Add: Exess Tax Provision written back 7.35

Balance of Previous year brought forward (219.56)

Balance Carried forward (287.25)

DIVIDEND

Your Directors regret their inability to recommend any dividend owing to adverse results.

OPERATION & PERFORMANCE

As reported earlier suspension of operation was lifted w. e. f. 18.9.2001. The critical equipments exposed to high corrosion over a long shutdown period needed major repairs and maintenance at high cost & normal operation resumed thereafter. Imposition of Special Additional Duty (SAD) on imported Raw materials has increased the input cost of your Companys product. Due to abundant supply and tremendous selling pressure of DAP the price of SSP remained under pressure and further reduction of subsidy from March, 02 in the Budget without upward revision of the selling price by the State Government, has further effected the bottomline. Moreover, the final announcement of subsidy payable on Single Super Phosphate from 1.4.2002 is still awaited. However, the demand of the Companys `LAXMI Brand Super Phosphate was reasonably good throughout the Rabi season. Fortunately, substantial release of long outstanding subsidy and timely release of ad-hoc amount of current subsidy by the Central Government has eased the working capital requirements to some extent. Looking at the demand and supply of the SSP, the Companys main product, the management is hopeful that with the expected rational and growth oriented policy of the Central Government and the steps taken for reduction in cost of production, improved results are expected in future.

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

Information regarding conservation of Energy, Technology Absorption and Foreign exchange Earnings and Outgo in terms of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES

There is no employee in the Company in the receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has a whole-time Secretary, however in view of proviso of sub-section (1) of Section 383A of the Companies Act, 1956 read with amended Rule 2(3) of Companies (Appointment and Qualification of Secretaries) Rules, 1988, a certificate from a secretary in whole time practice is attached to this Report as a matter of abandon caution.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state;

1. that in the preparation, of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year.

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

4. that the Directors have arranged preparation of the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

Relations between Management and Employees at all levels remain cordial. A long term bipartite agreement with Labour Unions has been arrived at by peaceful and sincere negotiations.

DIRECTORS

Shri Binod Khaitan retires by rotation and being eligible, offer himself for re-appointment.

LISTING

Equity shares of your Company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing fee has been paid for the year 2002-03.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accoutants, the Auditors of the Company also retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SUBSIDIARY COMPANY

Phosphate Enterprise & Investment Limited has ceased to be a subsidiary of the Company since November, 2001.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the teamwork displayed by them. Your directors are also thankful to I. I. B. I., S. B. I., Industrial Finance Branch, Central Government and State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance.

ANNEXURE TO DIRECTORS REPORT

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming a part of the Directors Report.

1. CONSERVATION OF ENERGY

Energy measures taken:

i) Regular Energy Audit by experienced Engineers.

ii) Monitoring of maximum demand regularly to control maximum KVA drawn from grid supply.

II. FOREIGN EXCHANGE EARNINGS & OUTGO

This Year Prev. Year

Earnings Rs./Lacs 19.36 3.99

Outgo Rs./Lacs 929.82 804.44

On behalf of the Board

Kolkata G. D. Bangur Dated: 29th July, 2002 Chairman

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Jun 30, 2001

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 30th June, 2001

Rs. in Lacs FINANCIAL RESULTS

Sales & Other Incomes 2425.22 Operating Profit before Interest & Depereciation 3.65 Interest 186.50 Gross Profit/(Loss) (182.85) Depreciation 70.95 Profit/(Loss) (253.80) Add : Excess Tax Provision written back 8.55 Income Tax Refund 0.80 Balance of Previous brought forward 24.89 Balance Carried forward (219.56)

DIVIDEND

Your Directors regret their inability to recommend any dividend owing to adverse results.

OPERATION & PERFORMANCE

The market of fertiliser in general and superphophate in particular continued to be sluggish and some manufacturers in order to maintain their market share started giving long term credits and heavy discounts. In view of poor off take and heavy losses with complacent labour attitude, the management was forced to suspend operation of works w.e.f. 17.2.2001.

In order to reduce the high labour cost of production, after protracted negotiation with the unions, there was an acceptance of surplus man power both in permanent and contractors workmen. A long term agreement has been arrived at on 31.8.2001 and also a VRS scheme has been offered. The scheme has received a fairly good response. This will result in substantial reduction in labour cost.

The suspension of operation has been lifted w.e.f- 18.9.2001 & the normal operation is expected to resume shortly after thorough overhauling of plants.

There is inordinate dealy in receipt of subsidy from Government of India and susbtantial outstanding amount has not been received yet for procedural reasons resulting in huge blockade of funds and higher interest cost.

In order to check the quality of S.S.P. the Government of India has taken enough corrective measures under the new revised procedure w.e.f. 1.7.2001, This will help the company in marketing its product.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,, 1988 is given in the Annexure and forms part of this Report,

PARTICULARS OF EMPLOYEES

There is no employee in the Company in the receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state :-

1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures',

2. that the director had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year;

3. that the directors have been take proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. that the directors had arranged preparation of the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

Relations between Management and Employees at all levels remain cordial, A long term tripartite agreement with Labour Union has been arrived at by peaceful and sincere negotiations.

DIRECTORS

Shri G. D. Bangur & Shri K A Bhaduri retire by rotation and being eligible offer themselves for re-appointment.

DEMATERIALISATION

The company has entered into tripartite agreement with NSDL & CDSL and the Equity shares of your company have been activated for dematerialisation w.e.f. 16.11.2000 under ISIN:INE398C01016.

All requests for dematerialisation of Equity shares are processed and confirmed promptly.

LISTING

Equity shares of your company are listed at The Calcutta Stock Exchange Association Ltd. and annual listing tee has been paid for the year 2001-02.

AUDITORS

Messers. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire at the ensuing Annual

General Meeting and are eligible for re-appointment

SUBSIDIARY COMPANY

A statement relating the subsidiary company namely Phosphate Enterprise & Investment Limited pursuant to Section 212 of the Companies Act, 1956 together with Audited Accounts for the year ended 31st March, 2001 is annexed and forms a part of this Report.

ACKNOWLEDGEMENT

The Directors wish to record their appreciation of dedication and commitments of the employees and the team work displayed by them. Your Directors are also thankful to Financial Institutions, Banks, Central Government and State Government, Shareholders Customers, Dealers and Overseas Suppliers & Vendors for the continuous support and assistance,

On behalf of the Board Kolkata G. D. BANGUR Dated : 5th October, 2001 Chairman

---

Jun 30, 2000

The Directors present their Annual Report together with the Audited Accounts of the Company for the year ended 30th June, 2000.

Rs. in Lacs. FINANCIAL RESULTS

Sales & Other Incomes 3894.86

Operating Profit before Interest Depreciation & Tax 80.19

Interest 148.98

Gross Profit/(Loss) (68.79)

Depreciation 74.27

Profit/(Loss) (143.06)

Add : Excess Tax Provision written back 32.92

Balance of Previous brought forward 135.02

Balance Carried forward 24.88

DIVIDEND

The Directors regret their inability to recommend any dividend owing to adverse results.

OPERATION & PERFORMANCE

The SSP Industry at present passing through sluggish business conditions. The overall production and consumption of SSP has suffered and the company is no exception. Offtake of materials was erratic and slow due to continued depression in the agriculture. Further on account of continued unfavourable Government policies and discriminatory treatment by the Central Government in allowing ad-hoc concession announcements unrelated to DAP and as the State Government do not fix remunerative price by not taking into consideration the continued rise in cost of production, the woes of SSP industry get compounded. Resultant shrinking margin adversely affected the operation of the company.

During the year under review, ad-hoc concession to SSP was reduced from Rs. 900/- to Rs. 800/- per ton with effect from 29.2.2000 and a further reduction to Rs. 700/- was announced on 30.6.2000 with retrospective effect from 1.4.2000. With this delayed announcement, the manufacturer could not pass on the effect to its consumers and had to bear the burden of reduction in subsidy by Rs. 100/- per MT which has further added to the losses. The production of Sulphuric Acid and SSP was 54424 MTs and 102888 MTs against 56441 MTs and 107575 MTs respectively in the previous year. As the net realisation of the SSP was lower the company has incurred cash loss.

In the current year, it is expected that the Governments at Centre as well as at State will take effective steps to rescue the SSP industry by drawing a favourable policy fixing higher ad-hoc concession and revision of price to check erosion in the bottom line.

Modernisation of plant for total utilisation of liquid process discharge has been completed and all liquid effulents discharged from process is recycled.

Y2k

There was a smooth transition into the new millennium.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report.

INDUSTRIAL RELATIONS

Relations between Management and Employees at all levels remain cordial. The agreement with labour unions had expired on 31.12.1998. Negotiations on charter of demands is in progress.

PARTICULARS OF EMPLOYEES

There is no employee in the Company in the receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri C. D. Bangur retires by rotation and being eligible offers himself for re-appointment.

Shri B. G. Bangur and Shri C. M. Mookherjee resigned form the Board of Directors of the Company and Shri G. D. Bangur and Shri M. D. Damani were appointed as Directors in the casual vacancies so caused from 24th March, 2000 and 27th July, 2000 respectively.

In terms of Section 262 of the Companies Act, 1956 Shri M. D. Demani holds office upto the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board place on record their deep sense of appreciation and gratitude for the valuable guidance and advice given by Shri B. G. Bangur and Shri C. M. Mookherjee.

DEMATERIALISATION

In view of the placement of the Company's share in compulsory dematerialised form, necessary steps are being taken to complete the formalities.

AUDITORS

Messers, Batlibioi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire and are eligible for re-appointment.

SUBSIDIARY COMPANY

A statement relating the subsidiary company namely Phosphate Enterprise & Investment Limited pursuant to Section 212 of the Companies Act, 1956 together with Audited Accounts for the year ended 31st March, 2000 is annexed and forms a part of this Report.

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Jun 30, 1999

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 30th June, 1999.

(Rs.in Lacs.)

FINANCIAL RESULTS This Year Previous Year

Sales & Other Income 4,092.03 3,782.34

Operating Profit before Interest, Depreciation & Tax 372.93 215.31

Interest 150.85 111.54

Gross Profit 222.08 103.77

Depreciation 69.72 61.45

Profit before Tax 152.36 42.32

Provision for Taxation 25.00 --

Balance Profit after Tax 127.36 42.32

Refund of Tax -- 3.54

Excess Tax Provision written back -- 4.39

Transfer from Debenture Redemption Reserve 33.50 6.50

Balance of Previous year brought forward 22.18 44.02

Available for appropriation 183.04 100.77

Appropriations

General Reserve 9.56 50.00

Proposed Dividend 34.65 25.99

Tax on Proposed Dividend 3.81 2.60

Balance Carried forward 135.02 22.18

DIVIDEND

The Directors recommend payment of dividend @ 20.00 % on 17,32,480 Equity Shares of Rs. 10/- each for the year ended 30th June, 1999. The payment of dividend will absorb Rs. 38.46 Lacs. inclusive of Dividend Tax.

OPERATIONS & PERFORMANCE

As reported to you in the last year, subsidy of SSP has been increased to Rs. 900/- per ton with effect from 1st October, 1998. However, State Government, arbitrational reduction of maximum selling price has restricted the benefit of increased subsidy.

Even though the production remained low due to poor offtake, but the increase in subsidy had offset the increased raw material cost arising out of weakness of Rupee and substantial increase in electricity cost.

Production of Sulphuric Acid could not be significantly increased owing to excess supply in the market and therefore full advantage of Co-generation of power plant could not be achieved. Despite all these difficulties, bottom line of the Company has improved.

In the current year, new additional capacity has come up in this area with not much increase in demand and therefore the market will remain very competitive. However, in the next millennium, with the introduction of Agricultural Insurance and Corporate Financing, the Company hopes to market their full production.

DEBENTURES

50,000 Non Convertible Debentures, privately placed, have been fully redeemed.

Y2K

The products manufactured and marketed by the Company will not be affected by Y2k problem. All the hardware has been tested for Y2k compliance and the software is expected to be fully compliant shortly.

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

Information regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES

There is no Employee in the Company in the receipt of remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Binod Khaitan retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS

Messrs. Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire and are eligible for re-appointment.

SUBSIDIARY COMPANY

A statement relating the subsidiary company namely Phosphate Enterprise & Investment Ltd. pursuant to Section 212 of the Companies Act, 1956 together with Audited Accounts for the year ended 31st March 1999 is annexed and forms a part of this report.

ANNEXURE TO DIRECTORS' REPORT

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report.

1. CONSERVATION OF ENERGY :

Energy Conservation measures taken :

i) Regular Energy Audit by experienced Engineers.

ii) Monitoring of maximum demand regularly to control maximum KVA drawn from grid supply.

iii) Reduction of idle running of equipments.

II. FOREIGN EXCHANGE EARNINGS & OUTGO Current Previous Year Year

Earnings Rs./Lakhs - 6.96 Outgo Rs./Lakhs 1341.13 2333.53

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Jun 30, 1997

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 30th June, 1997.

(Rs. in Lacs)

Financial Results This Year Previous Year

Sales and Other Income 4,297.93 3,800.79

Operating Profit before Interest, Depreciation & Tax 474.78 396.37

Interest 119.42 130.55

Gross Profit 355.36 265.82

Depreciation 45.63 39.15

Profit before Tax 309.73 226.67

Provision for Taxation 68.00 30.00

Profit after Tax 241.73 196.67

Balance of Previous year brought forward 33.52 15.08

Transfer from Investment Allowance Reserve -- 36.07

Available for appropriation 275.25 247.82

Appropriations Debenture Redemption Reserve 5.00 5.00

General Reserve 150.00 140.00

Proposed Dividend 69.30 69.30

Tax on Proposed Dividend 6.93 --

Balance Carried Forward 44.02 33.52

Dividend

The directors recommend a payment of dividend @ 40% on 17,32,480 Equity Shares of Rs. 10/- each for the year ended 30th June, 1997.

Turnover and Profit

The Turnover during the year has increased to Rs. 42.98 crores from Rs. 38.01 crores of the last year, an increase of 13%. The net profit after tax increased to Rs. 241.73 lacs as against Rs. 196.67 lacs in the previous year, showing an increase of about 23% in spite of higher provision of tax. The increase in profit has been essentially for lower cost of Sulphur even though the cost of Power as well as other cost due to inflation had gone up.

Operation

The Company continued to achieve higher production of SSP 125117 M.T. and Sulphuric Acid 55967 M.T.

The Government has increased subsidy on Superphosphate from Rs. 500/- to Rs. 600/- per tonne with effect from 1st April, 1997.

As reported earlier, the first phase of Co-Generation Power Project costing Rs. 276 lacs was completed and successfully commissioned on 28th March, 1997.

On 29th April, 1997 the Blower in one of the Acid Plants tripped and the inter locking arrangement also failed which was controlled immediately. However, people in the locality complained of gas leakage though nothing serious was found by the West Bengal Pollution Control Board and the Board issued an order to run the plants only to meet the captive consumption. Therefore, when there was no storage capacity left, one of the Acid Plant has to be shut-down. Meantime the matter referred by some people to the Green Bench at H'ble High Court, at Calcutta came up for hearing and the Bench was pleased to upheld the decision of the Pollution Control Board. However, for re-starting of the second Acid Plant, Pollution Control Board has stipulated certain conditions which are being complied with and production will re-start soon.

The full advantage of the Co-Generation of power plant could not be availed due to inadequacy of required steam from Sulphuric Acid Plants.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this Report.

Particulars of Employees

As per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as per the Annexure and forms part of this Report.

Directors

Shri C. M. Mookerjee & Shri C. D. Bangur retire by rotation and being eligible, offer themselves for re-appointment.

Auditors

Messrs Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire and are eligible for re-appointment.

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report.

I. Conservation of Energy :

Reduction in Energy Consumption has been achieved with the modernisation of Granulation Plant.

II. Technology Absorption

1st phase of co-generation of power plant has been commissioned. 2nd phase work is in progress.

III. Foreign Exchange Earnings & Outgo

Earnings Rs./Lakhs - -

Outgo Rs./Lakhs 2,278.15 1,789.64

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Jun 30, 1996

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 30th June, 1996.

Financial Results

Year ended Year ended 30-06-96 30-06-95 Rs. in '000 Rs. in '000

Sales and Income 3,80,079 2,88,414 -------- --------- Operating profit before Interest Depreciation & Tax 39,637 34,265

Less: Interest 13,055 6,146 -------- --------- Gross Profit 26,582 28,119

Less : Depreciation 3,915 2,894 -------- --------- Net Profit 22,667 25,225

Less : Provision for taxation 3,000 8,200 -------- --------- Balance Profit after Tax 19,667 17,025

Add

Balance brought forward from Previous year 1,508 948

Transfer from Investment allowance Reserve 3,607 - -------- --------- Available for appropriation 24,782 17,973 -------- --------- Appropriations

Debenture Redemption Reserve 500 500

General Reserve 14,000 12,500

Proposed Dividend 6,930 3,465

Balance Carried forward 3,352 1,508

Dividend

Your directors have pleasure in recommending for consideration of the members dividend @ 40% on 17,32,480 Equity Shares of Rs. 10/- each for the year ended 30th June, 19% subject to deduction of tax at source. The dividend will absorb Rs. 69.30 Lacs.

Turnover and Profit

The Turnover during the year has increased to Rs.38.01 Crores from Rs.84 Crores of the last year. However, the profit after interest, but before tax was lower at Rs.226.67 lacs as against Rs.52.25 lacs in the previous year because of higher incidence of interest due to inordinate delay in disbursement of subsidy. Costly US Dollar required for import of inputs effected the profitability in the second-half without Govt. allowing corresponding increase in selling price of Super Phosphate. However, the net profit after tax increased by 15.52% to Rs.196.67 lacs for the year as compared to Rs.170.25 lacs.

Operation & Prospect

The effect of modernisation is visible. Single Super Phosphate production touched to 1,22,325 M.T. all time high and Sulphuric Acid to 53,973 M.T.

Granulation plant has been revamped and successfully recommissioned in August 1996.

To promote the use of balanced fertilser at affordable rates, Government has increased subsidy on Super Phosphate from Rs.340/- to Rs.500/- per Ton w.e.f. 06.07.96

The work on co-generation of power project is in full swing and expected to be commissioned by 1st quarter of 1997. This will help the Company in meeting its needs of uninterrupted power supply and that too at a nominal cost.

The Company is conscious towards protection of environment and as such it has taken up a project for complete recycle of its liquid effluents.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and for part of this Report.

Particulars of Employees

There is no employee in the Company in receipt of remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

Directors

Shri Binod Khaitan retires by rotation and being eligible, offers himself for re-appointment.

Auditors

Messrs Batliboi, Purohit & Darbari, Chartered Accountants, the Auditors of the Company also retire and are eligible for reappointment.

Subsidiary Company

A statement relating to the subsidiary company namely Phosphate Enterprise & Investment Ltd. pursuant to Section 212 of the Companies Act, 1956 together with audited Accounts for the period ended 31st March 1996 is annexed hereto.

Acknowledgement

The Directors wish to record their appreciation of dedication and commitments of the employees and the team work displayed by them. Your Directors are also thankful to Financial Institutions, Banks, Central and State Government, Shareholders, Customers, Dealers and Overseas Suppliers & Vendors for their continuous support and assistance.

II. Technology Absorption

Both the Sulphuric Acid Plants are now with DCDA technology. ASO2 continuous monitor is installed to monitor the discharge from the Acid plants.

III Foreign Exchange Earnings & Outgo

Earnings Rs./Lakhs - 24.18

Outgo Rs./Lakhs 1,789.64 1,055.16

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Jun 30, 1994

To the Members

The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the 15 months ended 30th June, 1994.

The directors recommend payment @ Rs. 4/- per share on pro rata subject to deduction of tax at source.

As reported earlier, in the free market situation our company has shown significant all-round improvement in operating results. During 1993-94 the total SSP production in the country dropped to 22 lac tonnes against 23.3 lac tonnes in 1992-93 and a peak of 36 lacs tonnes in 1990-91. Against this, our Company achieved a production of 1,02,698 tonnes during 12 months ending March 1994 and total of 1,18,590 MTs for the period under which is an all time record. Consequent to reintroduction of ad-hoc subsidy on SSP it has not only brought stability in the market and use of balance fertiliser but also became competitive in relation with other complex fertilisers, as a result the demand of the product improved.

The Industry has made representation with the Ministry of Chemicals & Fertiliser for redressal against the decision of recovery from our bills by FICC and we are happy to report that after protracted negotiation and continuous follow up, some of the adverse decision have been either fully or partly reversed resulting in release of substantial funds blocked with FICC which will reduce interest burden.

The observations in the Auditors' Report are dealt with at the appropriate places in the accounts and are self-explanatory.

Further a new market has emerged in Bangladesh, where our Company has already made in-roads and hope to regularly supply them in future. Our Company's Granulated SSP is very much liked in Bangladesh because of its consistent quality and we are getting repeated orders.

Modification and installation of new machineries in the 2nd Sulphuric Acid Plant is expected to be completed within November 1994 which all not only increase the capacity but will also further reduce emission of effluents and thereby saving on Sulphur consumption.

The steam generated from the Waste Heat Boilers will be untilised for co-generation of power which will not only take care of our requirement of electricity but will have surplus for supply to the grid.

In order to finance the modernisation-cum, your Company made a Rights Issue of 4,33,120 Equity Shares of Rs.10/- each for cash at a premium of Rs.20/- each. The Directors are pleased to report that the allotment of the said Issue tool place on 30th June, 1994 and all formalities i.e. dispatch of Share Certificates, Listing if Shares in Stock Exchange have been completed. Your Directors sincerely appreciate the response of the members in providing support to the Rights Issue and making it a success.

Your Board, after taking cognizance of the falling interest rate regime, has decided to fund the scheme of expansion and power generation through equity expansion by way of Rights and/or Public Issue. The Company shall shortly be accounting the details thereof.

The information regarding conservation of energy, technology-absorption and foreign exchange earnings and outgo in terms of Section 217(i)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 which forms part of this Report as per Annexure.

Your Directors wish to express their deep sorrow at the passing away of Sri D.N. Bangur, a Director of the Company, on 11th December, 1993 and Sri. B.D. Bangur, former Chariman, on 25th July, 1994. The Directors place on record their appreciation for the wise counsel and valuable guidance provided by them.

The Board of Directors, the Management and all the employees of the Company wish to express their regard and pay tribute to them.

Sri.C.D. Bangur was appointed as an additional Directors of the Company at the Board Meeting hold on 21st January 1994. The Company has received a notice from a member under Section 257 of the Companies, 1956 signifying his intention to propose the appointment of Sri. C.D. Bangur as a Directors of the Company. Sri C. M. Mookerjee retires and being eligible offers himself for reappointment.

The Directors wish to record their appreciation of the dedication and commitment of the employees and the team work displayed by them. Your Directors also thank financial institutions, banks, central govt, shareholders customers,dealers and suppliers for their continuous and assistance.