Madras Fertilizers CEO, MD, chairman, board of directors and AGM

61,312 shareholders on the register on 17 Sep 2025; present: 2 promoters and 66 others; votes counted by S LALITHA / CHITRA LALITHA & ASSOCIATES.The company's voting result (opens in a new tab)

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2025 and the Statement of Profit & Loss (including other comprehensive income), Statement of Cash Flow, Statement of Changes in Equity, Notes comprising Significant Accounting Policies and other Explanatory information forming part of Financial Statements for the year ended on that date together with the Directors’ Report, Auditors’ Report and Comments of the Comptroller and Auditor General India (CAG) and our replies thereon.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.17%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

2. To authorise the Board of Directors of the Company to fix the remuneration of the Statutory Auditors of the Company for the financial year 2025-26 in terms of the provisions of Section 139(5) read with Section 142 of the Companies Act, 2013MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.71%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

3. To elect Shri Amar Kushawha (DIN:11211580) as a Director on the Board of the Company

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.71%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

4. Appointment of Sanjay Vishnu Shetye, (DIN:01089380) as Non-Executive Independent Director of the Company

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.79%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

5. Appointment of CA. Alok Kumar Agrawal (DIN:09395495) as Non Executive Independent Director of the Company

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.71%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

6. Ratification of remuneration to Cost Auditors for FY 2025-26

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.71%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

7. Appointment of Secretarial Auditor for a term of 5 consecutive years from 2025-26 to 2029-30.

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.84%

   Turnout: all 85.28% · promoters 100.00% · institutions 0.00% · other public 0.08%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Present: 2 promoters and 52 others.The company's voting result (opens in a new tab)

1. 1) Adoption of Audited Balance Sheet of the CompanynnTo receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2024 and the Statement of Profit & Loss (including other comprehensive income), Statement of Cash Flow, Statement of Changes in Equity, Notes comprising Significant Accounting Policies and other Explanatory information forming part of Financial Statements for the year ended on that date together with the Directors¿ Report, Auditors¿ Report and Comments of the Comptroller and Auditor General India (CAG) and our replies thereon.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.74%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

2. 2 To fix Remuneration of Statutory Auditors of the Companynn To authorize the Board of Directors of the Company to fix remuneration of Statutory Auditors of the Company for the Financial Year 2024-25 in terms of the provisions of Section 139(5) read with Section 142 of the Companies Act, 2013 and to consider, if thought fit, to pass the following Resolution as an ORDINARY resolution:nn¿RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to decide and fix the remuneration of the Statutory Auditors of the Company as appointed by the Comptroller and Auditor General of India for the Financial year 2024-25¿.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 1.14%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

3. 3. To elect Shri Manoj Kumar Jain (DIN 10690782) as a Chairman & Managing Director of the Company:nnThe Government of India as per Government Order Notification No.84/3/2017-HR-I (e-21879) dated 5th June 2024 has appointed Shri Manoj Kumar Jain (DIN 10690782) to the post of Chairman & Managing Director of the Company for a period of five years with effect from the date of assumption of charge (07.06.2024) of the post or until further orders, whichever is earlier. The Members may consider and if thought fit, to pass,with or without modification, the following resolution as an Ordinary Resolution:nn¿RESOLVED THA T pursuant to the provisions of Sections 160(1)& 161 (1) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Articles of Association of the Company, Shri Manoj Kumar Jain (DIN 10690782), be and is hereby appointed as Chairman & Managing Director in the Board of Madras Fertilizers Limited as per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification No.84/3/2017-HR-I (e-21879) dated 5th June 2024 for a period of five years with effect from 07.06.2024MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.93%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

4. 4. Appointment of Dr Tina Soni (DIN No 07720240) as Director on the Board of Directors of the Company:nnAs per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification No.95/1/2019-HR PSU dated April 4, 2024 Dr Tina Soni (DIN No.07720240) was appointed the Government of India Nominee Director in the Board of the Company. The Member may consider and if thought fit, to pass,with or without modification, the following resolution as an Ordinary Resolution: nn¿RESOLVED THAT pursuant to the provisions of Sections 161(1) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Articles of Association of the Company, Dr Tina Soni (DIN No 07720240), who was appointed as a Director in the Board of Madras Fertilizers Limited as per Department of Fertilizers, Government of India Notification No.95/1/2019-HR PSU with effect from April 4, 2024, until further order, be and is hereby elected as a Director of the Company and shall hold office upto the date of next AGM.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.93%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

5. 5. Ratification of Remuneration to Cost Auditor for the Financial Year 2024-25:nnTo consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary resolution:n RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act 2013 read with Companies (Audit and Auditor) Rules 2014, Mrs. Aruna Prasad & Co., (Firm No.100883) Cost Accountant, appointed by the Board at its meeting held on May 28, 2024 as Cost Auditor to conduct the cost audit of the Company for fertilizers for the financial year 2024-25 as per the directions issued by the Central Government at a fee of `1,21,000/- plus taxes besides reimbursement out of pocket expenses at actuals be and is hereby ratified.¿MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 1.90%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Present: 2 promoters and 49 others.The company's voting result (opens in a new tab)

1. Adoption of Audited Balance Sheet of the CompanynnTo receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2023 and the Statement of Profit & Loss (including other comprehensive income), Statement of Cash Flow, Statement of Changes in Equity, Notes comprising Significant Accounting Policies and other Explanatory information forming part of Financial Statements for the year ended on that date together with the Directors¿ Report, Auditors¿ Report and Comments of the Comptroller and Auditor General India (CAG) and our replies thereon.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.63%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

2. To fix Remuneration of Statutory Auditors of the CompanynnTo authorize the Board of Directors of the Company to fix remuneration of Statutory Auditors of the Company for the Financial Year 2023-24 in terms of the provisions of Section 139(5) read with Section 142 of the Companies Act, 2013 and to consider, if thought fit, to pass the following Resolution as an ORDINARY resolution:nn¿RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to decide and fix the remuneration of the Statutory Auditors of the Company as appointed by the Comptroller and Auditor General of India for the Financial year 2023-24¿.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.63%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

3. To elect Shri Kishor Rungta (DIN 00231106) as Chairman & Managing Director (Additional Charge) of the Company:nnThe Government of India as per Government Order notification No.84/3/2017-HR-I dated July 17, 2023 has appointed Shri Kishor Rungta (DIN 00231106) as Chairman & Managing Director (Additional Charge) of the Company effective from June 16 2023 or till regular incumbent joins the post or until further orders whichever is the earliest, subject to his CVC clearance and approval from DoPT (ACC)¿. The Members may consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution : nn¿RESOLVED THAT pursuant to the provisions of Sections 196 of Companies Act 2013 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Articles of Association of the Company, Shri Kishor Rungta (DIN 00231106), be and is hereby appointed as the Chairman and Managing Director (Additional Charge) in the Board of Madras Fertilizers Limited as per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification No.84/3/2017-HR-I dated July 17, 2023 with effect from June 16, 2023 or till regular incumbent joins the post or until further orders whichever is the earliest, subject to his CVC clearance and approval from DoPT (ACC)¿MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.73%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

4. To elect Shri Arvind Kumar (DIN 10117759) as a Director on the Board of Directors of the Company:nnAs per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification F.No.95/1/2019-HR-PSU dated 10th February 2023 Shri Shri Arvind Kumar (DIN 10117759) was appointed the Government of India Nominee Director in the Board of Directors of the Company. The Members may consider and if thought fit, to pass, with or without modification, the following resolution as an ordinary Resolution : nn¿RESOLVED THAT pursuant to the provisions of Sections 161 (1) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Articles of Association of the Company, Shri Arvind Kumar (DIN 10117759), who was appointed as a Director in the Board of Madras Fertilizers Limited as per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification F.No.95/1/2019-HR-PSU with effect from February 10, 2023, until further orders, be and is hereby elected as a Director of the Company and shall hold office upto the date of the next AGM¿.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.66%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

5. Appointment of Dr Jatin Kumar Mohanty, (DIN 02660442) as Director of the Company nnTo consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution: nn¿RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161(1) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr Jatin Kumar Mohanty (DIN 02660442), who was appointed as Additional Director being designated as Non-official Independent Director in the Board of Madras Fertilizers Limited in its 330th Meeting of the Company held on 08th August 2023 as recommended by the Appointment Committee of the Cabinet vide O.M.NO.20/64/2022-EO(ACC) dated 31.05.2023 and Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India vide its notification F.No.78/2/2006-HR-PSU (pt III) with effect from the notification i.e. June 20, 2023 for a period of three years or until further orders, be and is hereby appointed as Director of the Company effective June 20, 2023 and not liable to retire by rotation¿.MoreLess

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 1.14%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

6. Appointment of Cost Auditor:nnTo consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary resolution:nn¿RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act 2013 read with Companies (Audit and Auditor) Rules 2014, Mrs. Aruna Prasad, (M No.11816), Practicing Cost Accountant, appointed by the Board in its 330th meeting held on 08th August 2023 as Cost Auditor to consider the cost audit of the Company for fertilizers for the financial year 2023-24 as per the directions issued by the Central Government at a fee of ₹ 1,21,000/- plus taxes besides reimbursement of travelling and out of pocket expenses at actuals be and is hereby ratified.¿MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.88%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

7. Renewal of Working Capital Limits with Enhancementnn¿RESOLVED THAT in terms of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, (including any amendments thereto or re-enactment thereof, for the time being in force) read with relevant Rules thereof and the provisions of the Articles of Association of the Company and subject to approval, if any, of Central Government, Reserve Bank of India, or any other regulatory bodies or authorities or quasi-judicial bodies, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (herein after referred to as the ¿Board¿ which term shall be deemed to include the Management Sub Committee, to borrow from time to time in one or more tranches, any sum or sums or moneys from time to time for the purpose of the business of the Company, from any one or more banks, Indian and foreign financial institutions and other persons, firms, bodies corporate etc. notwithstanding that the money or moneys borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company¿s bankers in the ordinary course of business) and remaining outstanding at any point of time may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purposes, provided however, that the total amount up to which the monies so borrowed by the Board and which shall remain outstanding at any given point of time shall not exceed Rs.747.80 Crores (Rupees seven hundred and forty seven crores and eighty lakhs only).¿nn¿RESOLVED FURTHER THAT that for the purpose of giving effect to the above resolution, the Board be and is hereby authorized to do all such acts, deeds, filings, matters and things and execute all such deeds, documents, instruments and writings as may be required, with powers to settle all questions, difficulties or doubts that may arise in this regard as the Board may in its sole and absolute discretion deem fit and delegate all or any of its powers herein conferred to the Chairman and Managing Director and General Manager- Finance & Accounts of the Company, if required, as it may in its absolute discretion deem it necessary or desirable.¿MoreLess

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.63%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Present: 2 promoters and 60 others.The company's voting result (opens in a new tab)

1. ITEM NO.1 - To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2022 and Statement of Profit & Loss (including other comprehensive income), Statement of Cash Flow, Statement of Changes in Equity, Notes comprising Significant Accounting Policies and other Explanatory information forming part of Financial Statements for the year ended on that date together with the Directors¿ Report, Auditors¿ Report and comments of the Comptroller and Auditor General of India thereon.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 6.19%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.17%

2. ITEM NO. 2 -tTo authorise the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Statutory Auditors of the Company as appointed by the Comptroller & Auditor General of India for the Financial Year 2022-23.¿MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.09%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

3. Item No. 3 -tTo elect Shri Gurumurthy Kyathari (DIN 08741900) as Director on the Board of Directors of the Company.

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.36%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

4. Item No.4 -tAppointment of Shri Nalabothu Venkata Rao (DIN 00310724) as Director of the Company.

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.15%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

5. Item No.5 - Appointment of Dr. C R Jayanthi (DIN 09450350) as Director of the Company.

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.30%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

6. Item No.6 -tAppointment of Shri Sanjay Vishnu Shetye (DIN 01089380) as Director of the Company

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.36%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

7. Item No.7 - Appointment of Cost Auditor

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.26%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.16%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Present: 2 promoters and 52 others.The company's voting result (opens in a new tab)

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2021, Statement of Profit & Loss (including other comprehensive income), Statement of Cash Flow, Statement of Changes in Equity, Notes comprising Significant Accounting Policies and other Explanatory information forming part of Financial Statements for the year ended on that date together with the Directors¿ Report and the Auditors Report thereon.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 4.03%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

2. To fix Remuneration of Statutory Auditors for the Financial year 2021-22.

   Ordinary
   99.99% for0.01% against

   Against: promoters 0.00% · institutions 0.00% · other public 13.47%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

3. To appoint Mrs Aruna Prasad (M No.11816), Cost Accountant, appointed by the Board as Cost Auditor to consider the cost audit of the Company for fertilizers for the financial year 2021-22 as per the directions issued by the Central Government at a fee of ? 1,10,000/- plus taxes besides reimbursement of travelling and out of pocket expenses at actuals be and is hereby ratified.MoreLess

   Ordinary
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 5.10%

   Turnout: all 85.30% · promoters 100.00% · institutions 0.00% · other public 0.22%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Present: 0 promoters and 0 others.The company's voting result (opens in a new tab)

1. Sale of 19 Grounds and 1064 Sq.Ft of Land situated at Guindy, Chennai

   Special
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 6.46%

   Turnout: all 85.31% · promoters 100.00% · institutions 0.00% · other public 0.30%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Present: 4 promoters and 35,727 others.The company's voting result (opens in a new tab)

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2020 and the Statement of Profit & Loss for the year ended on that date together with the Reports of Directors¿ and the Auditors thereon.MoreLess

   OrdinaryPromoters have an interest in it
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.09%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.15%

2. To fix Remuneration of Statutory Auditors for the Financial year 2020-21

   OrdinaryPromoters have an interest in it
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.09%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.15%

3. To appoint a Director in place of Shri Lalsanglur (DIN 08118636), Director, who retires by rotation and being eligible offers himself for re-appointment

   OrdinaryPromoters have an interest in it
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 0.18%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.15%

4. To appoint Mrs Aruna Prasad (M No.11816), Cost Accountant, appointed by the Board as Cost Auditor to consider the cost audit of the Company for fertilizers for the financial year 2020-21 as per the directions issued by the Central Government at a fee of ? 1,00,000/- plus taxes besides reimbursement of travelling and out of pocket expenses at actuals be and is hereby ratified.MoreLess

   OrdinaryPromoters have an interest in it
   100.00% for0.00% against

   Against: promoters 0.00% · institutions 0.00% · other public 2.82%

   Turnout: all 85.29% · promoters 100.00% · institutions 0.00% · other public 0.15%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.