Annual Report 2015-16

K.P.R. AGROCHEM LIMITED (Formerly K.P.R. Fertilisers Limited) CIN: U24129AP2009PLC052216

10th ANNUAL REPORT

2015-2016

Regd. Office. 8-256, Tata Nagar, Balabhadrapuram – 533343 East Godavari Dist., Andhra Pradesh Board of Directors Mr. Kovvuri Papa Reddy Whole Time Director & Chairman, DIN: 01375140 Mr. Karri Venkata Mukunda Reddy Managing Director, DIN: 01574312 Mr. Kovvuri Rajasekhar Reddy Whole Time Director & Executive Director, DIN: 01808276 Dr. R. Srinivasan Independent Director, DIN: 00003968 Ms. Jyothi Prasad Independent (Woman) Director DIN: 06947488 Mr. W. Murali Krishna Independent Director, DIN: 01271559

Key Managerial Persons Mr. P. Narayana Rao, Company Secretary, B.A, M.Com, LLB.,FCMA, FCS FCS 943 Mr. B. Sathyanarayana Reddy, Chief Financial Officer M.Com

Registered Office: Works 8-256, Tata Nagar Unit – 1 BALABHADRAPURAM – 533 343, R S.No. 24/2, Nallamilli Road, East Godavari District BICCAVOLU – 533 343 Andhra Pradesh East Godavari District Ph. 0 8857 237367 Andhra Pradesh Website: www.kpragrochem.com

Works Unit -2 : Unit – 3 : Dr. No. 8-256, Tata Nagar Sy.No.108 & 109 Balabhadrapuram-533 343 Halvarthy Village – 583 281 East Godavari District Koppal Tq & District Andhra Pradesh Karnataka

AUDITORS COST AUDITORS M/S MM Reddy & Co., CHAITANYA & Co., CHARTERED ACCOUNTANTS Cost Accountants FRN 010371S 16.2.19, Valluri vari st. G-8, Amrutha Ville Apts, Right Wing, Mandapeta 533308 Opp. Yashoda Hospital\ East Godavari Dt. Rajbhavan Road, Andhra Pradesh Somajiguda Hyderabad 500082

BANKERS Registrars & Transfer Agents ANDHRA BANK Karvy Computershare Pvt Ltd. RAYAVARAM 533346 Karvy Selenium Tower B, Plot 31-32, Gachibowli East Godavari Dt. Financial District, Nanakramguda, Andhra Pradesh Hyderabad 500 032 K.P.R.AGROCHEM LIMITED CIN: U24129AP2007PLC052216

C o n t e n t s

NOTICE of THE 10th ANNUAL GENERAL MEETING of Members of the Company Annexure

10th ANNUAL REPORT of THE BOARD OF DIRECTORS to the Members Annexures

INDEPENDENT AUDITORS’ REPORT to THE MEMBERS FY 2015-16 Annexure

FINANCIAL STATEMENTS (Stand alone)

BALANCE SHEET as at 31.03.2016 PROFIT & LOSS STATEMENT for the Financial year ended 31.03.2016 CASH FLOW STATEMENT for the FY 2015-16 Corporate Information Significant Accounting Policies and Notes on Accounts,

FINANCIAL STATEMENTS (Consolidated ) (With Subsidiary, Sri Sai Swarupa Seeds Private Ltd.)

BALANCE SHEET as at 31.03.2016 PROFIT & LOSS STATEMENT for the financial year ended 31.03.2016 CASH FLOW STATEMENT for the FY 2015-16 Corporate Information Significant Accounting Policies and Notes on Accounts

K.P.R.AGROCHEM LIMITED

CIN: U24129AP2007PLC052216

Regd Office : 8-256, Tata Nagar, BALABHADRAPURAM 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh, India.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 10 th Annual General Meeting (AGM) of the Members of the Company (K.P.R. Agrochem Limited) will be held on the 24 th day of September 2016, Saturday at 10-00 A.M at the Registered Office at Door No. 8-256, Tatanagar, Balabhadrapuram 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh to transact the following Business::

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31 st March 2016, the Statement of Profit & Loss for the financial year ended on that date, other financial statements Report of the Auditors thereon and the Report of Board of Directors for FY 2015-16.

2. To receive , consider and adopt the Consolidated Financial Statements consisting of Audited Balance Sheet of the Company as at 31 st March 2016, the Statement of Profit & Loss for the financial year ended on that date, other financial statements(including that of Sri Sai Swarupa Seeds Private Limited , the subsidiary Company) and the Reports of the Auditors and the Board of Directors.

3. To declare Dividend on the Equity Shares to the Members of the Company for the Financial Year 2015-16.

4. To appoint a Director in place of Mr. K. Papa Reddy Director, (DIN: 1375140) who retires by rotation under Section 152(6) of the Companies Act, 2013, and being eligible offers himself for reappointment and in this connection to consider and if deemed fit to pass the following Resolution as special resolution:

“RESOLVED THAT Mr. K. Papa Reddy, having DIN: 1375140, retiring on rotation as Director be and is hereby re appointed as a Director of the Company, without interruption of his tenure as wholetime Director and Chairman of the Company, as approved by Members of the Company in EGM Dt. 31.03.2014

5. To appoint M/s M M Reddy& Co., Chartered Accountants, as Auditors of the Company from the conclusion of this AGM and in this connection to consider and if deemed fit to pass the following Resolution as an ordinary resolution:

“RESOLVED THAT pursuant to section 139(2) and other applicable provisions of the Companies Act 2013 and Rules there under, M/s M M Reddy & Co, Chartered Accountants (Firm Registration No. FRN 010371S), (the Auditors who were appointed by the Board of Directors in the Meeting dt.02.05.2016 and approved by the Company in EGM dt. 19.07.2016 in the casual vacancy of resignation of M/s Tukaram & Co Auditors (FRN 04436S) under Section. 139(8) of Companies Act and whose tenure is up to the conclusion of this AGM) be and are hereby appointed as Auditors of the Company for a period of 5 consecutive years from conclusion of this AGM, subject to ratification of the Company in every AGM, on the remuneration to be authorized by the Board of Directors of the Company.

SPECIAL BUSINESS:

6. To approve remuneration of Cost Auditors of the Company:

To consider and if thought fit to pass with or without modifications, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act 2013 read with Companies (Cost Records and Audit ) Rules 2014 the remuneration payable to M/s Chaitanya & Co, Cost Accountants with Registration No. M 28183, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2016-17 amounting to Rs.1,00,000 together with service tax thereon as applicable and reimbursement of travelling and out of pocket expenses incurred by them in connection with the aforesaid audit, be and is hereby approved and ratified .”

For K.P.R. Agrochem Limited By Order of the Board Sd/-

P. Narayana Rao Company Secretary

Place: Balbhadrapuram Dated: 30.08.2016 NOTES:

1) The Statements pursuant to Section 102(1) of the Companies Act, 2013 with respect to the Special Business set out in the Notice is Annexed.

2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/ HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A Person can act as a proxy on behalf of not exceeding fifty (50) Members and holding in aggregate not more than Ten (10) percent of the total share capital of the Company.

3) Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board resolution to the Company, authorizing their representative to attend and vote on their behalf at the Meeting.

4) The instrument appointing the proxy, duly completed, must be deposited at the Company’s registered office not less than 48 hours before the commencement of the Meeting.

5) The Register of Directors and Key Managerial Personnel and their Shareholding, Register of Contracts in which Directors are interested, as maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the Members at the AGM.

6) Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors, if declared at the Meeting will be paid within a period of 30 days from the date of declaration, to those Members whose names appear on the Register of Members as on the date of AGM, which is considered as the record date.

7) Members whose shareholding is in electronic mode are requested to direct change of address notifications and updates of savings bank account details to their respective Depository Participants(s). Members are encouraged to utilize the National Electronic Clearing System (NECS) for receiving dividends.

8) The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit their PAN details to the Company.

9) All documents referred in the Notice will be available for inspection at the Company’s registered office during normal business hours on working days up to the date of the AGM. K.P.R.AGROCHEM LIMITED CIN: U24129AP2007PLC052216

Regd Office: 8-256, Tata Nagar, BALABHADRAPURAM 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh, India.

EXPLANATORY STATEMENT (pursuant to Section 102 of the Companies Act, 2013)

ITEM NO.6

To approve remuneration of Cost Auditors of the Company

The Company is required to appoint Auditors for Audit of the Cost Record of the Company for the Financial Year 2016-17 within 180 days of the commencement of the Year, as per Section 148 of the Companies Act read with Companies (Cost Records & Audit) Rules 2014.

M/s Chaitanya & Co, Cost Accountants, Mandapeta with Membership No. 28183 is the existing Cost Auditors.

The Board in the Meeting held on 30th July .2016 has approved the appointment of M/s Chaitanya & Co, Cost Accountants as Cost Auditors for conduct of the Audit of the Cost records of the Company for the Financial Year 2016-17.

The Company in General Meeting is required to approve remuneration to the Cost Auditor as per Section 148 (3) of the Companies Act, 2013.

The Board on recommendation of the Audit Committee recommends the approval of the remuneration as set out in the resolution in the notice.

None of the Directors or Key Managerial personnel is deemed to be concerned or interested in the Resolution.

For K.P.R. Agrochem Limited By Order of the Board Sd/- P. Narayana Rao Company Secretary

Place: Balbhadrapuram Dated: 30.08.2016 K.P.R.AGROCHEM LIMITED CIN: U24129AP2007PLC052216

Regd Office: 8-256, Tata Nagar, BALABHADRAPURAM 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh, India.

DIRECTORS’ REPORT To The MEMBERS,

Your Directors have pleasure in presenting their 10th ANNUAL REPORT t on the Business and operations of the Company for the Financial Year 2015-16, ended on March 31, 2016.

1. Financial Highlights The Financial Highlights and performance of the Company, both standalone and consolidated for the Current Reporting Financial Year (FY 2015-16) under review, together with appropriations, corresponding figures for the previous reporting financial year are as under:

Standalone Consolidated Rs. Crores Rs. Crores Current Previous Current Previous Particulars Reporting Reporting Reporting Reporting Financial Financial Financial Financial Year ended Year ended Year ended Year ended March March31,201 March March 31,2016 5 31,2016 31,2015

REVENUE from Operations 552.92 573.83 580.09 597.44 Other Income 1.57 3.13 1.32 3.13 TOTAL INCOME 554.49 576.96 581.41 600.57 EARNINGS ( EBIDTA) 99.23 101.68 101.88 104.20 Less : Finance Costs 49.79 48.38 50.91 48.73 Less : Depreciation 17.27 14.04 17.55 14.31

PROFIT BEFORE TAX (PBT) 32.17 39.26 33.42 41.16 Less : Tax Expenses 9.92 11.43 10.34 12.12

PROFIT AFTER TAX (PAT) 22.25 27.83 23.08 29.04 Add :SURPLUS (brought forward from Previous Year) 68.49 45.81 71.54 47.81 Less- Income Tax of earlier years 5.11 0.00 5.11 0.00

SURPLUS – Available 85.63 73.64 89.45 76.88 Appropriations from Surplus: Provision for Dividend 4.27 4.27 4.27 4.27 Tax on Dividend 0.87 0.87 0.87 0.87 Transfer to General Reserve 0 0 BALANCE Carried over to Balance Sheet 80.49 68.50 84.31 71.54 Basic Earnings per Share 2.60 3.26 2.70 3.40 Diluted Earnings per Share 2.60 3.26 2.70 3.40 2. Name change of the Company

This Company was originally incorporated as a Private Limited Company under Companies Act 1956 as K.P.R Fertilisers Private Ltd. on 02.01.2007. Later, it was converted into Public Limited Company, titled “K.P.R FERTILISERS LIMITED” with effect from 19.12.2008. The name of the Company is now changed as “K.P.R AGROCHEM LIMITED “with effect from 24.09.2015, vide Fresh Certificate of Incorporation dt. 21.09.2015 issued by Registrar of Companies, Govt. of India, Ministry of Corporate Affairs, Hyderabad, under Section 13 and other applicable provisions of the Companies Act 2013, read with Rule 29 of the Companies(Incorporation) Rules 2014. This is only name change of the Company and the business operations continue in the normal course of Business, without any interruption.

3. Review of Operations: Stand alone During the Current Reporting Financial Year (FY) 2015-16 under review, your Company has earned revenue of Rs.554.49 Cores on Standalone basis (as against Rs.576.96 Crores of the Previous Reporting FY 2014-15).

The shortfall variation is marginal and is mainly due to seasonal market effects Despite the marginal decrease in the Turnover, your Company could nearly maintain the PBT (Profit Before Tax) to Total revenue ratio in the Current FY 2015-16 at 5.80%(Previous Year 6.80 %).

Consolidated During the Current Reporting FY 2015-16 under review , the Company has earned revenue ofRs.581.41Crores on Consolidated basis ( including the Subsidiary Company Sri Sai Swarupa Seeds Private Limited ) as against Rs.600.57 Crores of the previous Reporting FY 2014-15.

The reason for decrease in Consolidated revenue is mainly due to decrease of Sales in Standalone Financials as explained above.

Your Company could get the PBT (Consolidated) to Total revenue at 5.75% for the Current Reporting FY 2015-16 (Previous Reporting FY 6.85 %).

4. Dividend The Company has been maintaining track record of declaring dividends every year continuously from the very first year of operations.

The Board recommends declaration of Dividend @ Rs. 0.50 per share i.e. 5% on 8,54,64,000 equity shares of Rs.10/- each fully paid up for the FY 2015-16 out of Profits of the Company of the Current Reporting Financial Year.

The Dividend will be payable on declaration to the Members of the Company as on the record date, (i.e., 24.09.2016). 5. Internal Audit The Company has appointed M/s Kumar and Giri, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2015-16 and also for FY 2016-17. The scope of work of the Internal Auditors includes review of operational efficiency, effectiveness of systems & processes, compliances, suggestions for appropriate changes in the accounting policies and practices, and channelizing the internal controls in all the areas. The Internal Audit functions are regularly monitored by the Audit Committee

6. Subsidiary Companies Sri Sai Swarupa Seeds Private Limited ( CIN: U01119AP2009PTC062869) , the Company specialized in Seeds Business is the Subsidiary Company to this Company (K.P.R Agrochem Limited ) from FY 2013-14 and continues to be a Subsidiary Company of your Company during the year under Report.

There are no other subsidiaries, joint ventures or associates of the Company requiring review.

However, as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary companies , associates and joint Ventures is prepared in Form AOC-1 and it forms part of Consolidated financial statements. (Refer Note No.47 of the Significant Accounting Policies and Notes to Audited Consolidated financial statements)

7. Performance and financial position of M/s Sri Sai Swarupa Seeds Private Limited,(the Subsidiary Company.) Rupees in Crores Previous Reporting Current Reporting Particulars Financial Year Financial Year ended ended March March 31,2016 31,2015 REVENUE from Operations 28.49 23.94 EARNINGS ( EBIDTA) 2.90 2.51 Less : Finance Costs 1.37 0.35 Less : Depreciation 0.28 0.27 PROFIT BEFORE TAX (PBT) 1.25 1.89 Less : Tax Expenses 0.42 0.68 PROFIT AFTER TAX (PAT) 0.83 1.21 Add :SURPLUS (brought forward from Previous Year) 3.06 1.85 SURPLUS -- Available 3.89 3.06

Appropriations from Surplus: 0.00 0.00 BALANCE Carried over to Balance Sheet 3.89 3.06 Earnings Per Share (EPS) Rs 9.23 13.45 8. Deposits

The details relating to Deposits, covered under Chapter V of the Act,- (a) accepted during the year;- NIL- (b) remained unpaid or unclaimed as at the end of the year; -NIL- (c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: (i) at the beginning of the year; -NA- (ii) maximum during the year; -NA- (iii) at the end of the year; -NA-

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;-NIL-

9. Statutory Auditors

M/s.Tukaram& Co. Chartered Accountants , Hyderabad were appointed by the Company in AGM as Independent Statutory Auditors for 5 years from FY 2015-16,, with effect from 14.08.2015 under Sn. 139(2) of Companies Act 2013 and other applicable provisions subject to ratification of the Co. every year in the AGM. M/s Tukaram and Co, have however resigned as Auditors on 01.05.2016 due to pre occupations in other assignments.

The Board of Directors of your company in their Meeting held on 02.05.2016 appointed M/s M.M.Reddy& Co., Chartered Accountants, Hyderabad having peer review certificate in the above casual vacancy which has been duly approved by the Company in Extra ordinary General Meeting dt. 19.07.2016., under Sn. 139(8) of the Companies Act 2013, who have conducted the Audit of the Company Accounts for FY 2015-16 and their tenure ends by the conclusion of this ensuing Annual General Meeting. The Board recommends the appointment of M/s M.M Reddy & Co., Chartered Accountants in the AGM accordingly as provided in the Notice to the AGM.

Auditors’ Report

The Report of the Statutory/Independent Auditors, M/s M M Reddy & Co., Chartered Accountants on the Accounts of the Company to the Members for the Financial year 2015-16 is attached to the Financial statements. There are no qualifications, reservations or adverse remarks of the Auditors requiring comments or explanation by the Directors.

10. Share Capital

During the year under review, your Company did not issue any shares or other securities or options. However, the Authorised Capital of the Company has been increased from Rs. 90.00 Cr to Rs. 125.00 Cr with effect from 14.08.2015 (AGM). The Equity Shares (securities) of the Company have been admitted in the Depository System by NSDL & CDSL, with ISIN: INE024O01013. All the Share holders of the Company are maintaining Share holdings in Demat Form.

Your Company is pursuing various formalities for Public Issue ( I.P.O),of equity shares of the Company as approved by the Company in AGM dt.14.08.2015.

11. Extract of the Annual return

Extract of Annual Return of the Company (MGT-9) as on 31st March 2016 (end of the Current Reporting Financial Year) is annexed herewith as ANNEXURE I to this Report.

12. Conservation of energy, technology absorption and foreign exchange earnings and outgo

(A) Conservation of Energy:

Your Company is reviewing the Utilization of Electrical Motors and replacing regularly, deploying Capacitors and controlling Energy Losses. Your company is also deploying auto starters and introducing LED Bulbs, 5 stars rated ceiling fans etc., Your Company is also effectively utilizing the captive generation power plant to ensure optimum and economic utilization of energy in various plants.

(B) Foreign Exchange Earnings and Outgo

Particulars Current FY Previous FY 2014 2015-16Rs 15 Rs Foreign Exchange Earnings Nil Nil Foreign Exchange Outgo 86,43,65,329 33,73,82,734

13. Corporate Social Responsibility (CSR) As per Section 135 of the Companies Act, 2013 and the Cos. (CSR ) Rules, this Company is covered by CSR provisions and CSR Committee has been constituted on 16.03.2015 and formulated CSR Policies , in pursuance of the stipulated guidelines

The Corporate Social Responsibility Committee of the Board (CSR Committee) as reconstituted on 12.06.2015 and continuing as such consists of the following Members:

SN Name Director Category Committee Position 1 Mr.K.Papa Reddy Whole Time Director Non-Independent Chairman & Chairman & Executive 2 Mrs.Jyothi Prasad Independent Independent & Member Director Non-Executive 3 Mr.K.Rajasekhar Whole Time Director Non- Independent Member Reddy & Executive Director & Executive

The CSR committee will formulate and recommend the CSR policy to the Board of Directors recommends the expenditure after taking in to account, the parameters prescribed by the law for the time being in force, monitors the implementation of the policy or scheme. The Company’s policy on Corporate Social responsibility is placed on the company’s website www.kpragrochem.com During the year, the Company is required to spend Rs. 67,87,479 as per Sn.135 of the Companies Act while a sum of Rs. 13.93,818 has been spent during the current reporting financial year (Previous financial year Rs.5,31,269/-) on CSR activities. The Annual report on CSR activities with reasons for unspent amount is annexed here with vide ANNEXURE II.. The shortfall in spending is due to identifying long term projects under CSR activities in the local areas of our concerns, and small and misc projects have been hitherto undertaken. .

14. Nomination and Remuneration Committee In pursuance of Section 178 of the Companies Act 2013 read with Rule 6 of Companies (Meetings of Board and its Powers ) Rules 2014, the Board has reconstituted on 12.06.2015, a Nomination and Remuneration Committee and continuing as such. The Members of the Nomination and Remuneration Committee are as follows:

SN Name Director Category Committee Position 1 Dr. R. Srinivasan Independent Independent & Non- Chairman Director Executive 2 Mr.Waddiparthi Murali Independent Independent & Non- Member Krishna Director Executive 3 Mrs.Jyothi Prasad Independent Independent & Non- Member Director Executive

The Nomination and Remuneration Committee has formulated the policies and criteria for Directors, KMP’s & other employees under section 178 of Companies Act and recommended to the Board which has been approved in the Board Meeting dt. 14.08.2015

15. Directors: The existing Directors in the Board of the Company are as follows:

Wholetime Directors :

1. Sri K. Papa Reddy, Whole time Director and Chairman. 2. Sri K. V.Mukunda Reddy, Managing Director 3. Sri K. Rajasekhar Reddy, Whole time Director and Executive Director

Independent Directors:

1. Dr. R.Srinivasan, Non-Executive Independent Director (from 16.03.2015) 2. Mrs. Jyothi Prasad, Non-Executive Independent Director (from 16.03.2015) 3. Mr. MuraliKrishna, Non-Executive Independent Director (from 12.06.2015)

The above Independent Directors filed declarations to the effect that they meet the criteria of independence as provided in -section 149 of Companies Act, 2013 and rules there under and the said. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. In accordance with the provisions of section 152 of the Companies Act,2013 and the Articles of Association of the Company, Mr.K.Papa Reddy, Executive, Non-Independent Whole time Director and Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In view of the consistent efforts which have contributed to the growth of the Organization and the sincere service rendered for the better performance of the organization during his tenure as Whole time Director and Chairman ,the Board of directors on the recommendation of the Nomination and Remuneration Committee, has decided to recommend to the AGM his reappointment as Director on rotation basis and to continue his appointment as Whole time Director/ Chairman without interruption of his tenure as wholetime Director as approved by the Company in EGM dt. 31.03.2014,

16. Key Managerial Personnel

Mr. P.Narayanarao has been functioning as Company Secretary of this Company since 30.09.2010 and continued as such during this year under Report..

Mr B.Satyanarayana Reddy has been appointed as Chief Financial Officer (CFO) with effect from 13.08.2015.and continued as such during the year under Report.

17. Meetings of the Board of Directors: During the Financial Year 2015-16 under review 7meetings were held by the Board spread in all Quarters of the Financial Year.

18. Audit Committee The Board has re constituted the Audit Committee on 12.06.2015with Independent Directors forming majority, under the provisions of Section 177of Companies Act. 2013 read with Companies (Meetings of the Board and its powers) Rules 2014.

The current/ Members for the year under Report of the reconstituted Audit Committee are: as follows:- SN Name Director Category Committee Position 1 Dr. R. Srinivasan Independent Independent & Chairman Director Non-Executive 2 Mrs.Jyothi Prasad Independent Independent & Member Director Non-Executive 3 Mr.K. Rajasekhar Reddy Whole Time Non- Independent Member Director & & Executive Executive Director

The Audit Committee has been entrusted with the duties and functions specified in Section 177 of the Companies Act besides those specifically entrusted by the Board from time to time.

19. Vigil mechanism for Directors and employees

The company has established Vigil mechanism and whistle blower policy under which, the employees can report the violation or breach of code of conduct or any other issue which is likely to threaten the independency of the board and management to the Chairman of the Audit Committee.. Sufficient safeguards are provided for the whistle blowers and the Company and the provisions are placed in the website of the Company. The Audit Committee is entrusted with overseeing the overall Vigil mechanism , including the matters specified in Section 177 of the Act and the Rules made there under , referred above. .The vigil mechanism and whistle blower policy of the company include the safeguarded and disclosure policy. The Audit Committee will address the concerns of the Directors and employees as part of the vigil mechanism policy of the company.

20. Particulars of loans, guarantees or investments Particulars of loans given, investments made, guarantees given and securities provided (Sn 186 of Companies Act) are furnished in the standalone Financial statements of the Current Reporting Financial Year. (Please refer to Note No.41 of the Significant Accounting Policies and Notes to Audited Financial Statements of the standalone financials).

21. Contracts or arrangements with related parties All Contracts/arrangements/transactions entered by the Company during the current financial year with related parties were in the ordinary course of business and on arm’s length basis. However the related party disclosures and details are furnished in Notes 35 of the Notes to the Financial Statements of the Company for the current year.

22. Managerial Remuneration The Details of Managerial remuneration under Sections 196and 197, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished hereunder:

Sl. Name of the MD/WTD No Particulars of Remuneration Kovvuri Karri Kovvuri Total Papa Venkata Rajasekhar Amount Reddy Mukunda Reddy (Rs) 1 Gross salary Reddy

a). Salary u/S. 17(1) of ITA. 1961. 48,00,000 48,00,000 48,00,000 1,44,00,000 b). Value of perquisites u/s 17(2) of the ITA 1961 - - - -

c). Profits in lieu of salary u/s7(3) of ITA 1961 - - - -

Total 48,00,000 48,00,000 48,00,000 1,44,00,000

There was no employee who was in receipt of remuneration of Rs. 60 lacs &above during the current reporting financial year 2015-16.

23. Material Changes and Commitments Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. - Nil-

24. Secretarial Audit Report

The Board has appointed M/s S.Chidambaram, a whole time Company Secretary in practice, to conduct Secretarial Audit for the Financial year 2015-16. .The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as ANNEXURE-III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

25. Risk management policy A Risk Management Committee has been constituted on 12.06.2015 and is continuing as such. The Risk Management Committee assists the Board in overseeing the risks that the organization faces in the areas like, strategic, financial, credit recoveries, demand –supply gaps, competition, market, liquidity, , IT, legal, regulatory, and other risks and advising the management . As of now, there is no risk foreseen.

SN Name Director Committee Position 1 Dr. R. Srinivasan Independent Chairman Additional Director 2 Mrs.Jyothi Prasad Independent Member Additional Director 3 Mr. W Murali Krishna Independent Member Additional Director

26. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (C) of sub-section (3) of Section 134ofthe Companies Act, 2013 is furnished hereunder

The Directors of the Company hereby state that: (a) in the preparation of the Annual accounts of the Financial Year 2015-16, , the applicable Accounting standards had been followed along with proper explanations relating to material departures;

(b) the Directors had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year. ended31.03.2016,

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual accounts on a going concern basis; and,

(e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 27. Cases filed against the Company Details of Various Cases (Civil and Criminal ) filed against the Company relating to the Business of the Company are furnished in Note 28 of the Notes in the attached Significant Accounting Policies and Notes to Financial Statements of the Current Reporting Financial Year. 28. The Company did not issue any equity shares with differential rights as to dividend or voting or otherwise.

29. Cost Audit The Company is required to appoint Auditors to carry out the Cost audit of the Company’s records under Section 148(3) of Companies Act, 2013, M/s.Chaitanya & Co,Cost accountants, (Membership No. 28183) Mandapeta who were appointed as Cost Auditors for the Financial Year 2015-16, have conducted the Cost auditand submitted the Cost audit Report to the Company. The Board of directors appointed M/s.Chaitanya & Co., Cost Accountants, Mandapeta as Cost Auditors for the Financial Year 2016-17 on the recommendation of the Audit Committee, subject to approval of remuneration by the Company in the ensuing General Meeting.

30. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries 31. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. 32. Stake holders relationship committee The Board has also constituted , Stake holders relationship committee with the following Members: and authorized stakeholders relationship activities as required under Companies Act, SEBI Act, Rules there under, to meet the Listing Agreement provisions and other applicable rules and regulations etc., .

SN Name Director Committee Position 1 Mrs. Jyothi Prasad Independent Chairperson Director 2 Mr. K.V Mukunda Reddy Managing Member Director 3 Mr. K. Rajasekhar Reddy Executive Member Director

33. Board and Directors Evaluation The Board of Directors has carried out an Annual evaluation of its own performance, Board Committees and individual Directors , Independent Directors pursuant to Sec. 134 of the Companies Act and Rules there under and other applicable provisions.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria , such as the Board composition and structure, effectiveness of Board processes, proceedings, information , matters discussed, co ordination with committees, their functioning, etc.

The performance of the Committees was also evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, matters discussed, advices given etc. The Board, Nomination & Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Directors to the Board and Committee meetings , such as preparation on the matters to be discussed, meaningful and constructive contribution , inputs in meetings, etc. Further, the Chairman was also evaluated on the key aspects of his Role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated taking into account the views of the Executive Directors and non-executive Directors. In the Board Meeting that followed, the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent Directors was also done by the entire Board, excluding the independent Directors.

34. Other Policies, Code of Conduct etc., The Company formulated sexual harassment control policies , code of conduct and other material codes as part of good Corporate governance, policies., placed in the website and pursuing.

35. Acknowledgements Your Directors thank the Customers and Vendors of the Company for their continued patronage.

Your Directors also acknowledge the commitment and dedication shown by the Employees of your Company in discharge of their duties and thank them for extending their cooperation to the management of the Company.

Your Directors record their grateful thanks to Andhra Bank for their consistent support and encouragement from the inception, of the Company.

Your Directors appreciate the cooperation extended by various Government Departments of both Central and State Governments.

For and on behalf of The Board of Directors K.P.R.Agrochem Ltd.

Sd/- K.Papa Reddy Chairman DIN:01375140 Place: Balabhadrapuram Date: 30.08. 2016 ANNEXURE II to DIRECTOR’S REPORT Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial year 2015-16 1 A brief outline of the Company’s CSR Policy CSR Policy and including overview of projects or programs details furnished proposed to be undertaken below

2 Composition of the CSR Committee The Composition is stated in the Directors’ Report 3 Average Net Profits of the Company for the last Rs. 33,93,73,970 three financial years (FY 2012-13, 2013-14, 2014-15) 4 Prescribed CSR expenditure Rs. 67,87,479 (2 % on the amount mentioned in item 2 above) 5 Details of CSR spent during Financial year 2015-16 : Total Amount to be spent for the FY 2015-16 Rs. 67,87,479 Amount unspent, if any -- Manner in which the amount spent during the Financial year 2015-16 is detailed below:

S. CSR project or Activity Sector in Project of Program Amount of Amount No Identified which the (1)Local Area or outlay Spent Direct project is Other (Budget)/ or through covered (2) State and Amount Implementin district where spent g Agency undertaken 1. Drinking water purification (v) of Local 2,08,960 Direct plant Sch VII Singampalli E Godavari Dt. Andhra Pradesh 2. Garden Maintenance at (ii) of Local 1,44,241 Direct Samalkot RS Sch.VII Samalkot East Godavari dt. Andhra Pradesh 3. Rural development (x) of Local 5,62,563 Direct Projects (Drinking water, Sch. VII Rural areas Cement Benches, E Godavari Dt. Historical bldgs. Maint Andhra Pradesh Library books,Misc rural works) Rural development (x) of Local 3,18,054 Direct Projects (Sports,School Sch. VII Halavarthi Village Books,food Misc.Expenses Koppal taluka&dt in rural areas ) Karnataka 4. Cyclone relief works (i) of Sch. Tamilnadu State 10,000 VII

5 Food packets in Godavari (i) of Sch. Local 150,000 Direct Pushkaram VII Rajahmundry E Godavari Dt. Andhra Pradesh 6. Green belt development (iv) of Balabhadrapuram Direct and maintenance at Fly Sch. VII E Godavari dt. over Rly Bridge. Andhra Pradesh Total 13,93,818 7. In case the Co. has failed Furnihshed in the to spend 2% of the av net Board Report profit of the last 3 FY or any part thereof, the Co. shall provide the reasons for not spending the amount in the Board’s Report 8. Responsibility Statement .

We (CSR Committee ) hereby confirm that the implementation and monitoring of CSR Policy is in compliance with CSR Objectives and Policy of the Company .

Sd/- Sd/-

K.V. Mukunda Reddy K. Papa Reddy Managing Director Chairman-CSR Committee

Balabhadrapuram Dt.30.08.2016 K.P.R.AGROCHEM LIMITED CIN: U24129AP2007PLC052216

Regd Office: 8-256, Tata Nagar, BALABHADRAPURAM 533343, Biccavole Mandal, East Godavari District, Andhra Pradesh, India.

C.S.R POLICY

PREAMBLE:

With the notification of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

The said Corporate Social Responsibility Committee shall formulate a policy on Corporate Social Responsibility Policy to the Board for adopting the same by the Board.

The Company, which is required to constitute a Corporate Social Responsibility Committee as stated in Section 135 of the Companies Act, 2013 shall spend in every financial year atleast 2% of the average net profits of the Company made during three immediately preceding financial years. The amount of 2% as specified above shall be spent strictly as per the Corporate Social Responsibility Policy as approved by the Board in accordance with the recommendations received from the Corporate Social Responsibility Committee, duly constituted under Secretion 135 of the Companies Act, 2013.

PHILOSOPHY For K.P.R. Agrochem Limited (formerly K.P.R Fertilisers Limited ) , Corporate Social Responsibility is not just a statutory requirement under the Companies Act, 2013 but K.P.R. Agrochem Limited recognises it as its responsibility towards the society as a good corporate house.

Corporate Social Responsibility is strongly connected with the principles of Sustainability; an organization should make decisions based not only on financial factors, but also on the social and environmental consequences. Therefore, it is the core corporate responsibility of K.P.R. Agrochem Limited to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders.

K.P.R Agrochem Limited recognizes that its business activities have wide impact on the society in which it operates, and therefore an effective practice is required giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities, society at large and other organizations. K.P.R. Agrochem Limited endeavours to make CSR a key business process for sustainable development. K.P.R. Agrochem Limited is responsible to continuously enhance shareholders wealth; it is also committed to its other stakeholders to conduct its business in a more accountable manner that creates a sustained positive impact on society. K.P.R. Agrochem Limited is committed towards aligning with nature; and has adopted eco- friendly practices. K.P.R. Agrochem Limited believes that in the strategic context of business, enterprises possess, beyond mere financial resources, the transformational capacity to create game- changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, K.P.R. Agrochem Limited will continue crafting unique models to generate livelihoods and environmental capital. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and environmental replenishment. These initiatives are independent of the normal conduct of K.P.R. Agrochem Limited’s business. Programmes, projects and activities (collectively "CSR Programmes") carried out in this regard are the subject matter of this Policy. As a corporate entity, K.P.R. Agrochem Limited is committed towards sustainability. Ongoing dialogues with shareholders provide valuable approach with an objective that each business decision takes into account it’s social and environmental impacts and plans.

CSR ACTIVITIES TO BE UNDERTAKEN BY K.P.R Agrochem Limited (formerly K.P.R Fertilisers Ltd )

The Corporate Social Responsibility Committee Constituted for this purpose under Section 135 of the Companies Act, 2013 shall do all such acts, deeds and things to achieve the following objectives:

a. eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation, including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water: b. promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; c. promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups; d. ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water, including contribution to the Clean Ganga Fund setup by the Central Government for rejuvenation of river Ganga; e. protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts: f. measures for the benefit of armed forces veterans, war widows and their dependents; g. training to promote rural sports, nationally recognised sports, para olympic sports and Olympic sports; h. contribution to the P rime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; i. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; j. rural development projects; k. slum area development; and l. such other activities as may be allowed under the provisions of the Companies Act, 2013 read with rules made thereunder. IMPLEMENTATION:

At the beginning of every financial year the Board shall transfer an amount, which shall not be less than 2% of the average net profits of the Company made during three immediately preceding financial years to a separate account, which shall be specifically earmarked for the purpose of undertaking the Corporate Social Responsibility as enshrined in this Corporate Social Responsibility Policy.

The Investment in the Corporate Social Responsibility activity shall be project based or programs or activities (excluding activities undertaken in pursuance of K.P.R. Agrochem Limited’s normal course of business) as may be determined by the Board from time to time on the recommendation of the Corporate Social Responsibility Committee. The Board shall have absolute right to abandon any project/program/activity at any time, if it feels the project has lost it purpose.

The Board can undertake the Corporate Social Responsibility project/program or activity as approved by the Corporate Social Responsibility Committee on its own, through registered trust, through registered society or through any other form/means as may be allowed under the applicable laws.

GOVERNANCE

Every year, the Corporate Social Responsibility Committee will place for the Board's approval, a Corporate Social Responsibility Plan delineating the Corporate Social Responsibility Programmes to be carried out during the financial year and the specified budgets thereof. The Board will consider and approve the Corporate Social Responsibility Plan with any modification that may be deemed necessary. However the Board is empowered to make changes to such Corporate Social Responsibility Plan from time to time at the recommendation of the Corporate Social Responsibility Committee.

The Corporate Social Responsibility Committee will assign the task of implementation of the Corporate Social Responsibility Plan within specified budgets and timeframes to such persons or bodies as it may deem fit.

The persons/bodies to which the implementation is assigned will carry out such Corporate Social Responsibility Programmes as determined by the Corporate Social Responsibility Committee within the specified budgets and timeframes and report back to the Corporate Social Responsibility Committee on the progress thereon at such frequency as the Corporate Social Responsibility Committee may direct.

The Corporate Social Responsibility Committee shall review the implementation of the Corporate Social Responsibility Programmes once a quarter and issue necessary directions from time to time to ensure orderly and efficient execution of the Corporate Social Responsibility Programmes in accordance with this Policy.

Once every six months the Corporate Social Responsibility Committee will provide a status update to the Board on the progress of implementation of the approved Corporate Social Responsibility Programmes carried out during the six month period. CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE

Corporate Social Responsibility expenditure will include all expenditure, direct and indirect, incurred by the Company, K.P.R Agrochem Limited on Corporate Social Responsibility Programmes undertaken in accordance with the approved Corporate Social Responsibility Plan. Moreover, any surplus arising from any Corporate Social Responsibility Programmes shall be used for Corporate Social Responsibility. Accordingly, any income arising from Corporate Social Responsibility Programmes will be netted off from the Corporate Social Responsibility expenditure and such net amount will be reported as Corporate Social Responsibility expenditure.

Sd/- Sd/- K.V.Mukunda Reddy K. Papa Reddy Managing Director Chairman-CSR Committee

Balabhadrapuram Dt.30.08.2016 MGT 9 Extract of Annual Return as on the Financial Year 31.03.2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS: i. CIN:- U24129AP2007PLC052216 ii. Registration Date 02/01/2007 iii. Name of the Company K.P.R.AGROCHEM LIMITED iv. Category / Sub-Category of the Company Company limited by shares/Non government company v. Address of the Registered office and contact 8-256, Tata Nagar Balabhadrapuram, Andhra details Pradesh – 533343 vi. Whether listed company Yes / No No vii. Name, Address and Contact details of Karvy Computer Share Pvt. Ltd. Hyderabad Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No. Name and Description of main products NIC Code of % to total turnover of the /services the Product company / service 1. NPK Mixtures 20122 28.15 2. DCP Animal Feed 20129 26.03 3. Pesticides 20211 16.30

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Not Applicable IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding;- Category No. of Shares held at the beginning No. of Shares held at the end of the year %Chang ofShareholder of the year eduringt s he year D Physical Total % of Demat Physical Total % of e TotalS TotalS m hares hares at

A. Promoters (1) Indian D Physical Total % of D Physical Total % of Demat e Total e Total m m a Share at Shares t s

Individual/ - HUF Central Govt ------State Govt (s) ------Bodies Corp. - - - Banks / FI ------Any Other…. ------Sub-total (A) - 100.0 - 100.00 - (1) :- 0 (2) Foreign a) NRIs – ------Individuals b) Other – ------Individuals c) Bodies ------Corp. d) Banks / FI ------e) Any ------Other…. Sub-total(A) ------(2):- Total share - 100.0 - 100.00 - holding of 0 Promoter (A) = (A)(1)+(A)(2) B. Public ------Shareholding 1.Institutions a) Mutual ------Funds b) Banks / FI ------c) Central ------Govt d) State ------Govt(s) e) Venture ------Capital Funds f) Insurance ------Companies g) FIIs ------h) Foreign ------Venture Capital Fund i) Others ------(specify) 2. Non Institutions a) Bodies ------Corp. i) Indian ------ii) Overseas ------b) Individuals ------i) Individual ------shareholders holding nominal share capital up to Rs. 1 lakh ii) Individual ------shareholders holding nominal share capital in excess of Rs 1lakh c) Others ------(specify) Sub-total ------(B)(2):- Total Public Shareholding( B)=(B)(1)+(B)( 2) C. Shares ------held by Custodian for GDRs & ADRs Grand Total - 100.0 - 100.00 - (A+B+C) 0 (ii)Shareholding of Promoters Si. Shareholder’ No. of Shares held at the No. of Shares held at the end of the %Cha N s Name beginning of the year year nge o during

the year D Physical Total % of D Physical Total % of Nil e Tota e Total m l m at at Shar Sha es res

1. Kovvuri Papa - - Reddy 2 KovvuriManga - - yamma 3 KovvuriSatyan - - arayana Reddy S/o KPR 4 KovvuriLalitha - - 5 Karri - - venkatamuku ndareddy 6 Karri Vijaya - - Lakshmi 7 Karri - - Satyanarayan a Reddy S/o KVMR 8 Karri Ghana - - Sravya Reddy 9 Karri Lakshmi - - Kantham 10 KovvuriRajase - - khar Reddy 11 KovvuriVinoda - - Bala 12 KovvuriSuray - - amma 13 KovvuriSatyan - - arayana Reddy S/o KVRR 14 KovvuriJyothir - - maiseshuKum ari 15 KovvuriVijaya - - Reddy 16 KovvuriSatyan - - arayana Reddy S/o KRCR 17 KovvuriSudha - - tri 18 KovvuriAnjana - - Devi 19 KovvuriVenkat - - a Reddy 20 Karri - - Satyanarayan a Reddy S/o Adi Reddy 21 Karri - - Surayamma 22 Karri - - VenkataDhan aShekara Reddy 23 Karri - - Sudhakara Reddy 24 Karri Dhana - - Reddy 25 Karri Adi - - Reddy 26 KovvuriMahal - - akshmi W/o. KVVSN Reddy 27 KovvuriBhask - - araRaghuram Reddy 28 KovvuriSridevi - - 29 TetalaVenkata - - Reddy 30 TetalaManiky - - amma 31 Tetali Naveen - - Reddy 32 TetaliVanaja - - 33 VelagalaSriniv - - asa Reddy 34 VelagalaSubb - - alakshmi 35 Sathi Rama - - Reddy 36 SathiVenkata - - Lakshmi 37 MedapatiKaly - - anaChakravar thi 38 MedpatiMang - - ayamma 39 GudimetlaBas - - vi Reddy 40 GudimetlaVija - - yaBhanskara Reddy 41 Padalapulla - - Reddy 42 K.P.R. Power - - Limited 43 K.P.R. - - Universal Holdings (P) Ltd 44 K.P.R. - - Fertilisers Ltd 45 Cresco - - Technology Pvt Ltd

(iii) Change in Promoters’ Shareholding ( please specify, if there is no change): NA Sl. Shareholder’ Shareholding at the beginning of Share holding at the end of the year No. s Name the year No. of % of total shares of No. of % of total shares the company Shares Shares of the company At the beginning of the year At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of - - the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): NA Sl. Share holder Shareholding at the beginning of the Share holding at the end of the year No. Name year

No. of % of total shares of The No. of Shares % of total shares of the Shares company company At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year 1. - -

(v) Shareholding of Directors and Key Managerial Personnel: Sl. For Each of the Shareholding at the beginning Cumulative Shareholding during the No. Directors and KMP of the year year

1. VenkataMukunda No. of shares % of total No. of shares % of total shares of Reddy Karri shares of the the company company At the beginning of the year Date wise Increase / NA Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) At the End of the year 2. KovvuriRajasekhar No. of shares % of total No. of shares % of total shares of Reddy shares of the the company company At the beginning of the year Date wise Increase / NA Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year 3. Kovvuri Papa Reddy No. of shares % of total No. of shares % of total shares of shares of the the company company At the beginning of the year Date wise Increase / NA Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year

Sl. For Each of the Shareholding at the beginning Cumulative Shareholding during the No. Directors and KMP of the year year 4. Karri Satyanarayana No. of shares % of total No. of shares % of total shares of Reddy shares of the the company company At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / NA decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the Secured Loans Unsecured Deposits Total Indebtedness beginning of the excluding Loans financial year deposits i)Principal Amount - - - - ii) Interest due but not - - paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the financial year

Addition - -

Reduction - - Net Change - - Indebtedness at the end of the financial year

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sl.no Particulars of Remuneration Name of WTD: Satyanarayana Reddy TotalAmount . Karri MD WTD Manager 1. Gross salary

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

(b) Value of perquisites u/s17(2) Income-tax Act,1961

(c) Profits in lieu of salaryunder section 17(3) Income taxAct, 1961 2. Stock Option Nil Nil Nil Nil Nil 3. Sweat Equity Nil Nil Nil Nil Nil 4. Commission Nil Nil Nil Nil Nil

- as % of profit

- Others, specify… 5. Others, please specify Nil Nil Nil Nil 6. Total (A) Nil Nil Nil Nil 7. Ceiling as per the Act

B. Remuneration to other directors: Not Applicable Sl. Particulars of Remuneration Name of Director Total no. Amount

3. Independent DirectorsFee - - - - - for attending board / committee meetings ·

Commission

Others, please specify Total (1) - - - - - 4. Other Non-Executive - - - - - Directors · Fee for attending board / committee meetings · Commission · Others, please specify - - - - - Total (2) - - - - - Total (B)=(1+2) - - - - - Total Managerial Remuneration - - - - - Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl.no Particulars ofRemuneration Key Managerial Personnel . CEO Company CFO Total Secretary 1. Gross salary(a) Salary as Nil Nil Nil Nil perProvisionscontainedinsectio n 17(1) ofthe Income-taxAct, 1961

(b) Value ofperquisites u/s17(2) Income-taxAct, 1961

(c) Profits in lieu ofsalary under section17(3) Income-taxAct, 1961 2. Stock Option Nil Nil Nil Nil 3. Sweat Equity Nil Nil Nil Nil 4. Commission- as % of profit- Nil Nil Nil Nil others, specify… 5. Others, pleasespecify2 Nil Nil Nil Nil 6. Total Nil Nil Nil Nil

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the BriefDescrip Details Authorit Appealmade,if Companies Act tion ofPenalty y[RD / any(giveDetail /Punishment/ NCLT/ s) Compoundin COURT] gfees imposed A. COMPANY Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil B. DIRECTORS Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil C. OTHER OFFICERS IN DEFAULT Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil ANNEXURE - IV

FORM NO. AOC.2 Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis – Not Applicable

(a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts/arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions including the value, if any (e) Justification for entering into such contracts or arrangements or transactions (f) date(s) of approval by the Board (g) Amount paid as advances, if any: (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis – Not Applicable

Form shall be signed by the persons who have signed the Board's report.

(i) the ratio of the remuneration of each director to the N.A median remuneration of the employees of the company for the financial year; (ii) the percentage increase in remuneration of each N.A director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; (iii) the percentage increase in the median remuneration of N.A employees in the financial year; (iv) the number of permanent employees on the rolls of N.A company; (v) the explanation on the relationship between average N.A increase in remuneration and company performance; (vi) comparison of the remuneration of the Key Managerial N.A Personnel against the performance of the company; (vii) variations in the market capitalisation of the company, N.A price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; (viii) average percentile increase already made in the N.A salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; (ix) comparison of the each remuneration of the Key N.A Managerial Personnel against the performance of the company (x) the key parameters for any variable component of NIL remuneration availed by the directors; (xi) the ratio of the remuneration of the highest paid N.A director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; (xii) Affirmation that the remuneration is as per the YES remuneration policy of the company. STATEMENT SHOWING DETAILS OF EMPLOYEES OF THE COMPANY: (i) designation of the employee; N.A (ii) remuneration received; N.A (iii) nature of employment, whether contractual N.A or otherwise; (iv) qualifications and experience of the N.A employee; (v) date of commencement of employment; N.A (vi) the age of such employee; N.A (vii) the last employment held by such employee N.A before joining the company; (viii) the percentage of equity shares held by the N.A employee in the company within the meaning of clause (iii) of sub-rule (2) above; and (ix) whether any such employee is a relative of N.A any director or manager of the company and if so, name of such director or manager: The employee, if employed throughout the N.A financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; The employee, if employed for a part of the N.A financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; The employee, if employed throughout the N.A financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U24233AP2011PLC076877 Name of the company: K.P.R. Industries (India) Limited

Registered office: Survey No. 1,2,3,4, Kanedumetta Road, Balabhadrapuram, Andhra Pradesh - 533343

Name of the member(s): Registered Address: E-mail Id: Folio No./Client Id: DP ID: s of the above named company, hereby appoint

1. Name : ……………………

Address :_ E-mail Id : Signature: ……………., or failing him

2. Name : …………………… Address: E-mail Id : Signature: ……………., or failing him

3. Name : ………………… Address: E-mail Id: Signature: ……………. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 4thAnnual General Meeting of the Company, to be held on Wednesday, 30.09.2015 at 03.00 P.MatSurvey No. 1,2,3,4, Kanedumetta Road, Balabhadrapuram, Andhra Pradesh - 533343and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No.

1. Approval of financial statements for the year ended 31.03.2015. 2. Appointment of Sri. K. Rajasekhar Reddy as Director who retires by rotation. 3. Appointment of statutory auditors and fixation of their remuneration Affix 3. Appointment of Sri. Karri Venkata Reddy as Director. Revenue 4. Appointment of Sri. KishanGopalTiwari as Director. Stamp Signed this …..… day of………… 2015 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. ------U24233AP2011PLC076877 Survey No. 1,2,3,4, Kanedumetta Road, Balabhadrapuram, Andhra Pradesh - 533343

(Please present this slip at the Meeting venue)

ATTENDANCE SLIP

I hereby record my presence at the Annual General Meeting of the members of the company to be held on Wednesday on 30.09.2015 at 03.00 P.M.at the Registered Office of the Company at Survey No. 1,2,3,4, Kanedumetta Road, Balabhadrapuram, Andhra Pradesh - 533343.

Shareholders/Proxy‘s Signature______

Shareholders/Proxy‘s full name______(In block letters)

Folio No. / Client ID______

No. of shares held______

Note:

Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall.