BOARD REPORT TO, DEAR MEMBERS, On behalf of the Board of Directors of your Company, I have the pleasure in presenting the 41st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year 20142015 and the Auditors' Report and comments on the accounts by the Comptroller & Auditor General of India (C&AG). I am glad to share with all of you that your Company has turned around and performed well in the year 2014-15. The Company has achieved highest ever annual production of 36.39 Lakh MT of urea with a capacity utilization of 102%. This also includes record production of Neem Coated urea of 13.65 lakh MT, which is 37.51% of total urea production. Company has also excelled on marketing front by selling 36.79 lakh MT urea. These numbers are healthy signs for better future. During the year, Company achieved highest ever turnover of Rs.8519.69 crore. After having losses continuously for two years, the Company has been able to register profit before tax of Rs.44.72 crore. Your Company is the second largest domestic producer of Urea with a market share of 16%. In order to augment the domestic urea capacity, the government is working towards the revival of closed fertilizer units. In this direction, National Fertilizers Limited (NFL), Engineers India Limited (EIL) and Fertilizer Corporation of India Limited (FCIL) have formed ajointventure company for settling of newammonia and urea plants at the existing site of Ramagundam Fertilizer plant in Telangana. The plant having a capacity of 1.27 million tonnes per annum of urea based on natural gas as feedstock is targeted to be completed in 2018. This initiative has been taken to increase the domestic urea manufacturing capacity in the country underthe "Make in India" vision of the Prime Minister. Financial Highlights During the year under review, the Company achieved turnover of Rs. 8519.69 crore (previous year Rs.8017.03 crore). The earnings before interest, depreciation and tax (EBIDTA) were Rs.418.64 crore (previous year Rs. 171.90 crore). The profit before tax (PBT) was Rs.44.72 crore (previous year loss Rs.161.16 crore) and the profit after tax was Rs.26.24 crore (previous year loss Rs. 89.71 crore). There is improvement in profitability as compared to previous year mainly as attributed to impact of modified NPS Stage-Ill policy, increased production and sale of urea and industrial products, receipt of past subsidy arrears, efficient energy consumption, decrease in depreciation charge pursuant to Companies Act 2013 etc. However, the above increase in profitability was partially off-set by decrease in contribution of urea beyond cut-off level at Vijaipur, increase in interest on working capital loans, salary and wages As per Income Tax Act, the liability under normal provisions of taxation is 'NIL'. Company has tax liability of Rs.10.80 crore under Minimum Alternate Tax. Company has been carrying forward business loss of Rs. 234.34 crore and unabsorbed depreciation ofRs. 142.05 crore as on 31st March, 2015 available for set-off against future taxable profits. In respect of carried forward unabsorbed depreciation and business losses, Company has recognized deferred tax asset of Rs.127.93 crore as on 31st March, 2015. Reserves Capital Reserve The balance as at 31st March 2015 amounted to Rs. 2.51 crore, which is the same as in the previous year. Debenture Redemption Reserve The reduction of Rs. 7.53 crore is on account of redemption of first installment on Non-Convertible Bonds. Corporate Social Responsibility Reserve The reduction of Rs. 0.22 crore (Net) is on account of amount utilized for CSR expenditure. General Reserve An amount of Rs.1.62 Crore representing 10% of net profit for the year ended 31st March 2015 was transferred to the General Reserve from the Surplus. Surplus The balance retained in the surplus as at 31st March 2015 isRs. 662.33 Crore after providing for dividend for the year of Rs. 8.34 crore and dividend tax of Rs. 1.70 Crore thereon. The total amount of profits appropriated to dividend including dividend tax was Rs. 11.44 crore. Dividend Board has recommended a dividend of 1.70% for the financial year 2014-15 on the paid up capital, amounting toRs. 8.34 crore for declaration by shareholders. Foreign Exchange Earnings/Outgo The foreign exchange earnings by way of trade margins during the year was 'NIL'. The foreign exchange outgo byway of imports and other expenses amounted to Rs.17.60 crore. BORROWINGS: Long Term Long term loan as on 31st March, 2015was Rs. 2642.52 crore, out of which Rs. 1784.90 crore is classified under Long Term Borrowings and balance Rs. 857.62 crore under Other Current Liabilities. Short Term Loans Short Term borrowings of Rs. 5002.27 crore (previous year Rs. 4039.19 crore) as on 31st March, 2015 were outstanding. Debt Equity Ratio Debt equity ratio as on 31st March, 2015 has increased to 3.65:1 as compared to 3.06:1 of previous year due to higher utilization of working capital and short term loans. Particulars of Loans given, Investment made, Guarantees given and Securities provided Particulars of Loans given, Investments made, Guaranties given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are perovided in the notes to the financial statement. Joint Ventures/Associates Companies Details of Joint Venture / Associates Companies pursuant to Section 129 (3) of Companies Act, 2013 the statement containing the salient features of the financial statement of associate company /joint venture company is included in the consolidated financial statements as Annexure hereto. Related Party Disclosures The particulars of contract/arrangements entered into by
Sales performance During the year Company achieved urea sale of 36.79 lakh MT compared to 36.87 lakh MT of the previous year. Company achieved sales turnover of Rs. 8519.69 crore (including subsidy of Rs. 6461.14 crore) compared toRs. 8017.03 crore of previous year (including subsidy of Rs. 6047.92 crore). The turnover of industrial products increased from Rs. 53.42 crore in 2013-14 to Rs. 105.42 crore during 2014-15. Trading of Agricultural Products (Pesticides, Seeds, Bentonite Sulphur, Compost, Bio-fertilizers etc.) The sale of Bio-fertilizers was ever-best at 565 MT (valuing Rs. I_I 3.16 crore) against 539 MT (valuing Rs. 3.70 crore) of previous year. The trading in Agro Products was ofRs. 18.52 crore against Rs. 36.60 crore in the previous year. Company also sold 866 MT (Rs. 2.08 crore) of Bentonite Sulphur during 201415 against 1930 MT(Rs.5.21 crore) of previous year. Agri Extension Your Company is playing a pivotal role in not only providing quality fertilizers to the farmers but also educating them on judicious use of fertilizers along with total know how on improved and scientific methods of cultivation to improve soil productivity. During the year, Company organized 51 farmer training programs, carried out 330 demonstrations and participated in 32 krishi melas organized by leading Agriculture Universities. Company's soil testing laboratorywas upgraded for testing of micro-nutrients also. More than 39,000 soil samples for macro-nutrients and more than 2,000 samples for micro-nutrients were analyzed and recommendations given to the farmers. Mobile FMS(mFMS) The Mobile based Fertilizer Monitoring System (mFMS) introduced by Department of Fertilizer for tracking the movement of fertilizers from the Plant/Port to the farm gate has been successfully implemented by the Company. Projects Company has undertaken / envisaging various business development and energy saving projects, which have been discussed in the Management Discussion and Analysis Report. Abrief of the projects is as below:- Revival of Ramagundam Unit of FCIL: NFL & EIL has undertaken the revival of Ramagundam unit of Fertilizer Corporation of India Limited (FCIL). Plant is conceived with setting up of 2200 MTPD Ammonia plant and 3850 MTPD Urea plant at the existing Fertilizer complex of Ramagundam unit of FCIL through Joint Venture (JV) route with the equity participation by NFL (26%), EIL (26%), FCIL (11%) & others (37%). Joint Venture Company has been formed with the name of M/s. Ramagundam Fertilizers and Chemicals Limited. Use of Pet Coke at Nangal Your Company has recently completed revamp of its three fuel oil based plants at Nangal, Panipat and Bathinda by feedstock changeover to natural gas. Due to this changeover front-end of these plants have become redundant. Considering non-availability of domestic gas and steep increase in price of RLNG, Company is examining the feasibility of utilization of the redundant section for Petroleum Coke gasification as an alternate cheaper feedstock. Bentonite Sulphur Plant at Panipat Keeping in view the demand for Bentonite Sulphur, Company is planning to put a Bentonite Sulphur Plant of 8000 MTPY capacity at Panipat. Implementation of Enterprises Resource Planning (ERP) Company is in the process of implementation of ERP across the Company, which will help to integrate all the business functions, accurate and real time consolidation, enhance efficiency and productivity of employees in addition to other benefits like savings in inventory, improvement in sales realization, etc. Development of container terminal at Panipat Consequent to conversion of feed-stock from FO to NG, the extensive siding network has been rendered surplus at Panipat Unit. Company is exploring the use of surplus rail siding as container terminal. Commercial feasibility at Kharogoda Company plans to recover potash from salt in the little Rann of kutch. Central Salt and Marine Chemicals Institute has submitted its report for installation of 3000 MTPY at a cost of Rs. 3.82 crore. This is the first time recovery of production of MoP in the country. Production of water soluble fertilizer at Nangal Water Soluble Fertilizer is one of the fast growing fertilizers in the country. Nangal unit is under process of production of 10 MTof Water soluble fertilizers. The production shall be increased to 3000 MT per year. Installation of large scale solar plant at Nangal, Panipat and Vijaipur The scheme is undertaken under National Solar Mission to promote ecologically sustainable growth. NFL is considering for installation of Mega Solar Power Plant for a total capacity of 65 MW. Energy Conservation Projects Company has taken various initiatives for energy conservation at its units which include:- (I) Purge Gas Recovery (PGR) Plant at Vijaipur-ll at an investment of Rs. 29 crore. Installation of Vibro Priller in Urea Prilling Tower at Panipat to improve the quality of urea. (ii) Hooking up of old synthesis converter (S-200) in parallel to new synthesis converter (S-300) at Bathinda and Panipat at an investment ofRs. 1.68 crore at each unit. Human Resource Management Company has a manpower strength of 3798 employees as on 31.3.2015, which comprises of 1771 Executives and 2027 Non-Executives. Company also promotes the employment of women. At present 212 women employees are on its roll, which is 5.58% of the total workforce. The detailed analysis with regard to human resource has been made in the Management Analysis and Discussion Report. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Rules issued there under, your Company confirms that no complaint /case has been filed / pending with the Company during the year 2014-15. Official Language The Company is making all efforts for the propagation and implementation of official language policy of the Government of India. The quarterly meeting of Official Language Implementation Committee (OLIC) is regularly held in all the Units/ Offices of the Company under the chairmanship of Head of the Unit/Office to review the progress of official language. 32 Meetings of OLIC were held during the year. To promote Official Language 'Hindi' 32 Hindi workshops were organized during the year in which 706 employees have participated. Hindi Fortnight was organized in all the Units/Offices of the Company to mark the Hindi Day. During the year, 48 Programmes/Competitions were held to promote Hindi and 869 employees participated. 54 employees were awarded cash prizes under the'Cash Incentive Scheme'for doing their official work in Hindi. In the series of 'A' category Undertakings, NFL Panipat Unit has been awarded 2nd Prize - Rajbhasha Shield & Commendation Certificate by Ministry of Home Affairs, Govt, of India under Regional Rajbhasha Puruskar Sammelan, Lucknow for doing excellent work in Official Language Hindi during 2013-14. In the category of Small Offices & Undertakings, NFL State office, SHIMLAhas been awarded 1st Prize by Town Official Language Implementation Committee (TOLIC) SHIMLA for doing excellent work in implementation of Official Language Hindi during 2013-14. Initiatives taken for development of employees belonging to Scheduled Casts / Scheduled Tribes / Other Backward Classes (SC/ST/ OBC categories) - Company is committed to the development of employees belonging to reserved categories. An Implementation Cell is functional in all Units / Offices of the Company to oversee the implementation of Presidential Directives on Reservation Policy for SCs/STs. Liaison Officer has been appointed in each Unit/Office to ensure due compliance of orders and instructions pertaining to reservation for SCs and STs and other concessions admissible to them. Meetings were periodically held at Unit level as well as at corporate level with the SC/ST Welfare Associations by the Management for redressal of grievances of SC/ST employees. As a mark of respect to Dr. B.R. Ambedkar, his birth anniversary and Parinirvan Diwas were observed at all Units/Offices of the Company in a befitting manner. A stadium at Bathinda Unit, Multi-purpose Hall at Vijaipur Unit and one Bhawan at Panipat Unit were named after Dr. B.R. Ambedkar. The programmes on implementation of Presidential Directives were held at Units from time to time and SC/ST employees were deputed for such programmes conducted by external agencies. During 2014-15,1947 man-days training was imparted to SC/ST employees. A statement showing representation of employees belonging to Scheduled Casts / Scheduled Tribes / Backward Classes / Persons with disabilities is appended as Annexure to this report. INFORMATION TECHNOLOGY Company is making optimum use of information technology in various business functions. Web based on-line Marketing Management & Information system is being effectively used by the entire Marketing and Finance team for various day-to-day business functions. Other on-line applications are running across all plants and Corporate Office. Secured MPLS VPN interconnecting various plants, Zonal Offices and Corporate Office have been upgraded to speed up various on-line business applications, data replication, data sharing and e-mails amongst various offices of the company. Company has implemented Centralized Mailing solutions recently. Company is also in the process of setting up Video conferencing facility at Corporate Office and Units. Industrial Safety, Ecology & Pollution Control Company remained focused towards achieving sustained energy efficiency operations at its manufacturing facilities maintaining pollution free environment and process safety. All manufacturing units continue to be ISO 9001 -2008, ISO 14001-2004 and OHSAS-18001 certified which indicates Company's commitment to Quality Management System, Environment Management System and Occupational Health and Safety System. Board Level Health and Safety Committee is meeting at regular intervals to address the health and safety issues at the Units. Quarterly review meetings are also all the units. Modern methods and latest technology such CISF staff performing fire safety drill as 'International Sustainable Rating System', Total Quality Management' and 'Hazard and Operability Study' are being implemented to improve process safety. At all the Units workshops on safety were conducted by in-house and outside experts. Monthly meetings of Central Safety Committee were also conducted at all the Units. Recognizing the need to balance human economic development with environment protection, Company has adopted the concept of sustainable development. A separate chapter annexed to this report deals at length with your Company's initiatives and commitment to environment conservation and sustainable development Corporate Social Responsibility Corporate Social Responsibility (CSR) is an evolving concept Company is operating its business in a socially responsible manner by considering the wider interests of the community and environment. Company has formed a Committee of Directors to guide the CSR activities. The Company has formulated a well laid out CSR policy which ensures that CSR activities/projects are undertaken by the Company in a systematic and methodological manner as per the DPE Guidelines, Companies Act, 2013 and Companies (CSR) Rules, 2014. The policy has been uploaded on the website of the company at www.nationalfertilizers.com under 'Company' link. In the year 2014-15, Company incurred an expenditure of Rs.36.74 lakhs towards CSR initiatives. The core areas identified were construction of girls toilets, soil testing and solar lights in remote villages. The CSR Reserves at the beginning of the year were Rs.5.48 crore. An expenditure of Rs. 2 crore was earmarked for expenditure during the year. Actual expenditure was below the targets as the Company changed its core area of investment in CSR projects in line with the new initiatives of the Government of India with regard to 'Swachh Bharat'. Adetailed Report on Corporate Social Responsibility is annexed as annexure to the report. The Right to Information Act 2005 In consonance with the spirit of Right to Information Act, the Company has created necessary mechanism as required under the Act. The Public Information Officers and an Appellate Authority are effectively responding to the requests and appeals of the applicants. The names of all PIOs / Appellate Authorities/ Transparency Officer are displayed on the Company's website. During the year, 180 applications were received and the information was provided to the applicants within the prescribed time limit. Vigil Mechanism In pursuant to the provision of Section 177 (9) and (10) of the Companies Act, 2013, a vigil mechanism for employees and others to reportgenuine concerns has been established. Whistleblower Policy Your Company relies in transparency and propriety in its business dealings. To take this object further, Company has put in place a Whistle Blower Policy providing for a mechanism to the employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of whistle blowers. The policy is reviewed periodically. No employee has been denied access to the Audit Committee. The policy has been uploaded on the website of the companyatwww.nationalfertilizers.com under' Company' link. Integrity Pact Integrity Pact is a tool developed during 1990s by Transparency International to help governments' businesses and civil society to fight corruption in the field of public contracting and procurement. To maintain the highest standard of transparency and governance, your Company has entered into an Integrity Pact with Transparency International. All contracts valuing above Rs. 1 crore are covered under the Integrity Pact. Company has appointed Independent External Monitors, persons of impeccable integrity, with the approval of Central Vigilance Commission, to oversee the implementation and effectiveness of the Integrity Pact. Vigilance In Vigilance the focus was on promoting good governance. Apart from streamlining the systems and providing flexibility to the units to perform better, effort was made to build confidence across the organization to facilitate faster decision making. Due thrust was given to maintain high degree of awareness amongst the employees. In order to impart proper training to the employees, a calendar has been prepared for organising training programme/workshops, relating to Vigilance activities at various offices/Units of the Company. Involvement of all employees in these programmes helps to create an environment of ethical growth in the Company. During the year, interactions were organized between the vigilance functionaries and the line managers on regular basis, with a view to understand the role of vigilance and to educate them on the policies, guidelines and procedures of the Company." MoU NFL signed MoU for 2014-15 with Department of Fertilizers, which is the 25th year of the Company under MoU system. Company received 12 "EXCELLENT" ratings for the MoU continuously up to 2011 -12. MoU rating for the fiscal year 2012-13 has been "Good" and for fiscal year 2013-14 has been 'VERY GOOD 'since in these two years flagship projects undertaken by the Company were under commissioning. Awards & Accolades a) Bathinda unit received safety award "Prashansha Patra-2013" from National Safety Council of India (NSCI) on 27-10-2014. b) Panipat unit received safety award "Shreshtha Suraksha Puraskar-2013" from NSCI on 27-10-2014. c) The glorious 'Master Brand Award' has been conferred on NFL's famous brand 'Kisan' by World Marketing Congress on 14-11-2014. d) Nangal Unit received "Skoch Renaissance Award-2014" for Ammonia Feedstock Changeover Project (AFCP) as the best project in the country. e) Panipat Unit received "FAI Safety Runner Up award-2014". f) Vijaipur Unit received "FAI BestTechnical Innovation Runner Up Award-2014". g) First prize - National Energy Conservation Award-2014" to Panipat Unit in Fertilizer sector was given by Bureau of Energy Efficiency (BEE), Ministry of Power (Gol). h) Nangal Unit received 'Green tech Environment Award 2014" on 29-01-2015 from Green tech Foundation Group (Kolkata). i) Bathinda Unit received First Prize for "Largest reduction in accident frequency rate in chemical industry for more than 5 lac man hours" from Punjab Industrial Safety Council (PISC). j) Bathinda Unit received safety award "Suraksha Puraskar-2014" from NSCI (National Safety Council of India), Mumbaion 12-03-2015. k) Bathinda Unit received "Punjab State Safety Award-2014" from Department of Labour, Punjab on 4-3-2015. I) Panipat Unit received safety award "Prashansha Patra-2014" from NSCI, Mumbai on 12-03-2015. Management Discussion & Analysis Report Management Discussion & Analysis Report covering the operations and future outlook of the Company is appended as Annexure to this report. Statutory Auditors & Statutory Auditors Report The Statutory Audit of your Company was conducted by Chartered Accountants firms M/s. M.L. Puri & Company and M/s. Chandiok & Guliani, Joint Auditors appointed by Comptroller & Auditor General of India (C&AG). Auditors' Report on the Financial Statement of the Company for the financial year 2014-15 is Annexed. Comments of C&AG The review of Annual Accounts of your Company for the year ended 31 st March, 2015 by the Comptroller and Auditor General of India (C&AG) under Section 143(6) (b) of the Companies Act, 2013 forms part of this report as Annexure. C&AG has given nil comments. Cost Audit As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the cost accounting records are being maintained by all the Units of the Company. Consolidated Cost Audit Report and Compliance Report for the financial year 2013-14 was filed on 26.09.2014. Secretarial Audit Secretarial Audit has been made mandatory for your Company from the Financial Year 2014-15. Secretarial Audit Report of SecretarialAuditorsfor2014-15 and reply of management are annexed as Annexure to this report. Corporate Governance The Company is committed to maintain the highest standards of Corporate Governance being the fountain head of value creation for all stakeholders especially shareholders. The Company has in place a well defined "Corporate Governance Mechanism" which considers the interests of all stakeholders. A separate report on Corporate Governance forming part of this Board Report along with the Auditors' Certificate is Annexed. Research and Development In compliance with the guidelines on Research & Development (R&D) notified by the Department of Public Enterprises, the Company has an R&D Policy and R&D Plan duly approved by its Board of Directors. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo Disclosures in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are given in the Annexure. Public Procurement Policy of Micro and Small Enterprises (MSEs) Order, 2012 Public Procurement Policy for Micro and Small Enterprises notified by the Government of India, under the Micro, Small and Medium Enterprises Development Act, 2006, which came into effect from 1st April, 2012 mandates that at least 20% of the total annual procurement of goods and services shall be made by Central Ministries / Departments / CPSUs from Micro and Small Enterprises. Within this mandated percentage, a sub target of 4% procurement is to be made from MSEs owned by SC/ST entrepreneurs. Requisite information for the year 2014-15 is annexed as Annexure to this report. Extract of Annual Return Under Section 92 (3) of the Companies Act, 2013 The extract of Annual Return as required under sub-section (3) of Section 92 in Form MGT-9 is annexed hereto as Annexure. Nomination & Remuneration Committee and Remuneration Policy The disclosures regarding Nomination & Remuneration Committee and Remuneration Policy are given in the Corporate Governance Report. Audit Committee The detailed disclosures has been made in the Corporate Governance Report. Board Meetings The details of Board Meetings and Meeting of Independent Directors are given in the Corporate Governance Report annexed as Annexure to this report. Performance evaluation of Board and Directors NFL is a government company where the directors are appointed either by the Government of India or on the recommendation of the Government. The remuneration, etc. of Directors are decided as per DPE Guidelines. The tenure of the directors is also decided by the Government. In compliance of Section 178(1) of the Companies Act, 2013, Company has constituted a Nomination and Remuneration Committee Section 134(3)(e) requires the Company to disclose the policy on directors' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under section 178(3) of the Act. Section 134(3)(p) of the Act read with clause 49 of the Listing Agreement requires the Company to disclose the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors. NFL is a government company, has been exempted from the provisions of section 134(3)(e)&(p) and section 178(2)&(3) of the Companies Act. Code of Conduct Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial yearended 31st March, 2015. Directors and Key Managerial Personnel (KMPs) Shri Munikoti Niranjan Rao (DIN03521256) Independent Director ceased to be a Director of the Company on 5th May, 2014. Shri Suresh Chander Gupta (DIN02922231) Govt. Nominee Director ceased to be a Director of the Company on 22nd May, 2014. Shri Satish Chandra (DIN01970013) Govt. Nominee Director ceased to be a Director w.e.f. 30th June, 2014. Shri Rajiv Yadav (DIN00322778) Special Secretary and Financial Advisor, Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India was appointed as Additional Director on 17th July, 2014 and has been appointed as Director at the AGM held on 5th September, 2014. Shri Rakesh Kumar (DIN06940386) was appointed as Additional Director on the Board on 4th August, 2014 and has been appointed as Director at the AGM held on 5th September, 2014. Shri Vikram Srivastava (DIN06541689) and Shri M. Raman (DIN01226770) were appointed as Part-time Non-official Independent Additional Directors w.e.f. 6th May, 2013 and were elected as Directors at the AGM held on 17th September, 2013 and their appointment as Independent Directors was made under the Companies Act, 2013 in the AGM held on 5th September, 2014 upto 5th May, 2016, and shall be eligible for reappointment through Special Resolution. Shri Gurinderjit Singh Sandhu, IAS (Retd.) (DIN01790828) who was appointed as Additional Director w.e.f. 21st February, 2014 and was appointed Independent Director in the AGM held on 5th September, 2014 upto 20th February, 2017 and shall be eligible for reappointment through Special Resolution. Shri Rajiv Kumar Chandiok (DIN05146544) has joined as Director (Finance) on 10th February, 2015. Ms. Neeru Abrol (DIN01279485) retired asC&MDon27th February, 2015 on attaining the age of superannuation. Shri Heera Lai Samariya (DIN00054859) Joint Secretary, Department of Fertilizers, was holding the additional charge of the post of C&MD during the period 2nd March, 2015 to 3rd June, 2015. Shri Manoj Mishra (DIN06408953) has joined as Chairman & Managing Director on 3rd June, 2015. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Capt. Pavan Kumar Kaul, Director (Marketing) (DIN03438497) and Shri M. Sagar Mathews, Director (Technical) (DIN02820429) retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment. Brief resume of all directors is as annexed as annexure to the report. Key Managerial Personnel (KMPs) Ms. Neeru Abrol, C&MD was KMP from 16.09.2014 to 27.02.2015. Shri Sunil Bhatia was CFO & KMP from 12.08.2014 to 25.03.2015. Shri Tek Chand, Company Secretary retired on 31.07.2014. Shri Raj Kumar has been appointed as Company Secretary & Compliance Officers w.e.f. 01.08.2014. Shri Heera Lai Samariya, C&MD remained KMP from 25.03.2015 to 03.06.2015. Shri Rajiv Kumar Chandiok, Director (Finance) has been appointed CFO and KMP w.e.f. 25.03.2015. Capt. Pavan Kumar Kaul, Director (Marketing) and Shri M. Sagar Mathews, Director (Technical) have also been appointed KMP w.e.f. 25.03.2015. Shri Manoj Mishra, C&MD has been appointed KMP w.e.f. 04.07.2015. Disclosures have been made in the notes to the accounts. Declaration by Independent Directors u/s 149 (6) All Independent Directors have given declaration that they meet the criteria of independence as laid down under the Companies Act, 2013 and Listing Agreement. Directors' Responsibility Statement Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that: - a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departure has been made therefrom by the Company; b) the Directors have 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 2014-15 and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) the Directors have prepared the Annual Accounts on a going concern basis. e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Acknowledgements The Board of Directors acknowledge their gratitude for the valuable guidance and support received from the various wings of Government of India, in particular Department of Fertilizers, Fertilizer Industry Coordination Committee (FICC), various State Governments, Financial Institutions, Banks, stakeholders and all others whose continued support has been a source of strength to the Company. Your Directors also acknowledge the suggestions received from Statutory Auditors, Cost Auditors and Comptroller and Auditor General of India and are grateful for their continued support and cooperation. The Board would like to place on record its appreciation to the hard work, commitment and unstinting efforts put in by the employees at all levels. For and on behalf of the Board of Directors (Manoj Mishra) Chairman & Managing Director Registered Office: Scope Complex, Core 3, 7 Institutional Area, Lodhi Road, DIN: 06408953 NewDelhi-110003 Date : 12th August, 2015 |