DIRECTORS' REPORT To the Members, Rashtriya Chemicals and Fertilizers Limited, Mumbai 1.1 The Directors of your Company have pleasure in presenting this 37th Annual Report on the working of your Company together with the Audited Accounts for the year ended 31st March, 2015 1.2.0 HIGHLIGHT OF PERFORMANCE FOR THE YEAR 2014-2015 * Income for the year increased by 16.91% to Rs. 7787.81 Crore as compared to Rs. 6661.64 Crore. * Gross profit for the year increased by 38.16% to Rs. 884.70 Crore as against Rs. 640.36 Crore of previous year. * Profit before tax increased by 38.74% to Rs. 509.63 Crore as compared to Rs. 367.32 Crore. * Highest ever profit after tax of Rs. 322.06 Crore as compared to Rs. 249.89 Crore, registering an increase of 28.88%. The Company's Performance during the year has been bolstered by higher volumes of manufactured and traded fertilizers and higher energy efficiencies at both Trombay and Thal units, despite various challenges encountered on gas availability and delayed disbursement of subsidy. As in the past several years, your Company received 'MOU Excellent' rating for 2013-14 from Ministry of Heavy Industries and Public Enterprises. 1.3.0 DIVIDEND Although your Company has lined up a number of capex programmes which will entail substantial expenditure, considering the consistent profits being made by the Company, your Directors have recommended a dividend of Rs. 1.80 (i.e. 18%) per equity share (Previous year Rs.1.50 per equity share) for the financial year 2014-15, which is highest payout in the history of RCF. The total out go on this account works out to Rs. 119.52 (Rs. 96.81 Crore in the previous year) including dividend distribution tax and education cess. The dividend payout is subject to the approval of members at the ensuing Annual General Meeting. 1.4.0 APPROPRIATION TO GENERAL RESERVES Your Company earned a net Profit after Tax of Rs. 322.06 Crore (Rs. 249.89 Crore in the previous year). The dividend payout along with Tax/cess is Rs. 119.52 Crore (Rs. 96.81 Crore in the previous year). The balance amount of Rs. 202.54 Crore (Rs.153.08 Crore in the previous year) is transferred to General Reserves. 1.5.0 AWARDS WON As in the past, your Company won many awards during the year 2014-15 some of which are as under: # Golden Peacock Environmental Management Award for the year 2014 for Thai Unit; # First Prize for State Level Excellence in Energy Conservation & Management for the year 201213 from MEDA, Government of Maharashtra for Thal Unit; # Environmental Excellence Award 2014-15 in Gold Category instituted by Greentech Foundation for outstanding performance in environment management for Trombay Unit; # Paryavaran Gaurav Puraskar from Maharashtra Pollution Control Board, Pune region and Environmental Club oflndia for Thai Unit; # 11th National award for excellence in Cost Management-2013 from The Institute of Cost Accountants of India. # Vigilance Excellence Award from Vigilance Study Circle, Hyderabad; # Vigilance Excellence Award at Corporate level and also individual award for case studies from Institute ofPublic Enterprises, Hyderabad; 2.0.0 MANAGEMENT DISCUSSION AND ANALYSIS 2.1.0 OPERATIONAL RESULTS 2.1.1 Production 2.1.2 Fertilizers: Your Company produced 32.59 lakh MT of fertilizers (26.01 lakh MT of Urea, 3.97 lakh MT of Suphala 15:15:15 and 2.61 lakh MT of Suphala 20:20:0) during the year as against 28.64 lakh MT of fertilizers (23.47 lakh MT of Urea, 3.33 lakh MT of Suphala 15:15:15 and 1.84 lakh MT of Suphala 20:20:0) produced in the previous year. In terms of nutrients, your Company produced 13.08 lakh MT of Nitrogen (N), 1.12 lakh MT of Phosphate (P2O5) and 0.60 lakh MT of Potassium (K2O) during the year as compared to 11.66 lakh MT of Nitrogen (N), 0.87 lakh MT of Phosphate (P O ) and 0.50 lakh MT of Potassium (K O) during the previous year. The performance of the two units was as under: 2.1.2.1 Thai Unit: During the year, Thal Unit has achieved highest ever Ammonia and Urea Production and also achieved lowest yearly energy consumption and highest ever Stream Days for both Ammonia (356.02 Stream Days) and Urea Plants (357.75 Stream Days). The unit produced 21.78 lakh MT of Urea during the year compared to 19.94 lakh MT produced in the previous year. The energy consumption of Urea was 5.87 Gcal/ MT (6.10 Gcal/MT in the previous year). In terms of nutrients in the fertilisers, the unit produced 10.02 lakh MT of N during the year, compared to 9.17 lakh MT in previous year. 2.1.2.2 Trombay Unit: The Trombay Unit produced 4.23 lakh MT of Urea, 3.97 lakh MT of Suphala 15:15:15 and 2.61 lakh MT of Suphala 20:20:0 during the year compared to 3.53 lakh MT of Urea, 3.33 lakh MT of Suphala 15:15:15 and 1.84 lakh MT of Suphala 20:20:0 produced during the previous year. In terms of Nutrient values, the unit produced 3.09 lakh MT of N, 1.16 lakh MT of P2O5 and 0.61 lakh MT of K2O during the year compared to 2.49 lakh MT of N, 0.87 lakh MT of P.O. and 0.50 lakh MT of K2O respectively in the previous year. The energy consumption of Urea was lower at 6.87 Gcal/ MT compared to 7.07 Gcal/MT in the previous year. 2.1.3 Industrial Products: Your Company produces industrial chemicals at its two units. During the year, your Company produced 1.52 lakh MT of various major industrial chemical products compared to 1.54 lakh MT during the previous year. Your Company produces, amongst others, Methanol, Methylamines and derivatives, Sodium Nitrate/ Nitrite, Ammonium Bi-Carbonate, Formic Acid etc. The production of most of the industrial products was higher as compared to targets as well as previous year except for Methanol, Formic Acid, Dimethyl Acetamide and Sodium Nitrate/Nitrite, production of which was lower compared to targets as well as previous year due to market constraints. 2.2.0 MARKETING PERFORMANCE 2.2.1 Fertilizer Division: Your Company achieved sales volume of 36.89 lakh MT during 2014-15 as compared to 31.61 lakh MT in the previous year. Your Company sold 28.58 lakh MT of Urea, 3.89 lakh MT of Suphala 15:15:15, 2.55 lakh MT of Suphala 20:20:0 and 1.87 lakh MT of other bought out products such as DAP, MOP, SSP, Rajphos, NPK etc., compared to 24.45 lakh MT of Urea, 3.61 lakh MT of Suphala 15:15:15, 1.89 lakh MT of Suphala 20:20:0 and 1.66 lakh MT of other bought out products such as DAP, MOP, SSP, Rajphos, NPK etc., during the previous year. The total sale of manufactured fertilizers during 2014-15 was 32.62 lakh MT as against 29.64 lakh MT in 2013-14. Sales of fertilizers registered an increase of 16.7 % over previous year. Good monsoon as well as better production and improved sales of traded fertilizers due to better volumes of imported Urea and trading in indigenous items contributed to the same. 2.2.2 Industrial Products Division: Industrial Products Division achieved record sales turnover of Rs. 1125 Crore as against Rs. 987.47 Crore during the previous year. Ammonia, Ammonium Nitrate (Melt), Methanol, Methylamines, conc. Nitric Acid, Formic acid, etc., contributed significantly to the turnover. 2.2.3 Exports: Considering the nature of products manufactured by your Company and indigenous demand, the scope for export is very limited. During the year under report, your Company exported 264 MT of Suphala 15:15:15, worth Rs. 0.72 Crore, to Sharjah. High cost of production is the main restraining factor for venturing in the international market, as it renders our chemicals unviable compared to lower cost of imports of similar products. However, we have been successful in popularizing our ABC brand in the overseas market through third party export. During F.Y.2014-15, we have effected third party export of ABC to the tune of Rs. 62.29 lakh. 2.2.4 Future plans of marketing 2.2.4.1 Fertilizer: Your Company has set itself an ambitious target of achieving a total turnover of Rs. 8,300 Crore in the current year (including Industrial Chemicals). In addition to the manufactured products and imported urea, your Company also intends to market other fertilizers i.e. complex fertilizers, SSP, water soluble fertilizers, Bentonite Sulphur, SOP, Ammonium Sulphate, Zinc Sulphate, city compost/organic manure, etc., sourced either through import or marketing tie-ups with local companies. 2.2.4.2 Industrial Product Division (IPD): The sales turnover of the products like DMAC, DMF and Formic Acid needs to be increased by exploring and developing new markets . Products having synergy with our product line need to be considered for tie-up and trading - Methanol, Amines and DMF. Sale of high volume products like Methanol, Ammonia, AN(Melt) and DNA will facilitate improvement in turnover as well as profitability. 2.3.0 THE FERTILIZER INDUSTRY 2.3.1 Pricing Policy: 2.3.1.1 Urea: In case of urea, the farmgate price is notified by the Government from time to time. So also the dealers margins are indicated. The concession to the units are given by various policies from time to time. For the financial year 2014-15, Urea is governed by the New Pricing Scheme and New Investment Policy 2008 both of which are due for revision. So far as policy for Urea where manufacturers are incentivized for higher production of Urea based on Import Parity Price (IPP), the margins on such higher production was highly impacted owing to falling IPP and reliance on Costly Spot LNG for manufacture of the same. Since then Government of India has announced a new Urea policy- 2015 for existing gas based urea manufacturing units effective for the period 01.06.2015 to 31.03.2019 under which units are divided into three groups based on pre- set energy norms. This policy comes in tandem with gas pooling mechanism which is also effective from 01.06.2015 to streamline gas supplies for the fertiliser industry so that all the manufacturers will get the gas at the same price which will help the plant owners to operate plants at full capacity. 2.3.1.2 P&K fertilizers: P&K fertilizers are covered under Nutrient Based Subsidy (NBS) scheme. Under the NBS, the subsidy rates for nutrients 'N', 'P' 'K' and 'S' are notified by the Government on an annual basis. Selling prices are determined by the Company depending on costs of production, seasonal conditions, demand in field, competitors' pricing, etc. In addition to NBS, units are also entitled for compensation towards freight based on uniform freight policy. During the year, restriction of freight subsidy up to 1400 Kms impacted the margins of the Company. Further the issue of gas allocation and retrospective recovery towards use of cheap Domestic gas for use in manufacture of P&K fertilizers and chemicals remains unresolved. The said matter has been referred to an Inter-Ministerial Committee for resolution. Company has represented that such action is discriminatory in nature and not in spirit of the policy and expects a favourable response. 2.3.1.3 Impact of Government policies on IPD marketing. Government policy on pricing and prioritizing allocation of natural gas to Urea may severely affect production and sale P&K fertilizers and chemicals. Free Trade Agreement with other nations may result in lowering of the existing duty structure, thus encouraging cheaper imports which in turn can affect sale of domestic chemical manufacturers like RCF. Government has liberalized import of chemicals to meet the ever increasing consumption level of chemicals in almost all sectors of the economy. International manufacturers, apart from cheaper energy sources, are having huge production capacities thus benefiting from the economies of scale, making available their products at cheaper rate compared to domestic manufacturers. This has put strain on the margins of domestic manufacturers producing products viz. Methanol, DMF, DMAC, Formic Acid, Ammonia, ABC, Amines etc. However, to safeguard interest of domestic manufacturers the Government has also imposed anti-dumping duty on products like Sodium Nitrite / Sodium Nitrate. Cases are pending relating to various chemicals where Indian manufacturers are requesting Government of India for imposition of antidumping duty. 2.4.0 STRENGTH, WEAKNESS, OPPORTUNITIES & THREATS 2.4.1 Strengths: (i) Your Company's strength lies in its skilled manpower, high Brand Equity of its manufactured Products such as Ujjwala, Suphala, Microla, Biola, and Sujala. (ii) The wide spread marketing network ensures that your Company has country wide reach. iii) The Farmer's Training Institutes and R & D Centre ensure that quality services are provided to the farmers/dealers by educating them and providing inputs for better crop realisation. (iv) Your Company has a wide portfolio of chemical products and can withstand difficult economic situations by adopting optimal mix of production. (v) The well maintained plants and equipment ensure uninterrupted production. 2.4.2 Weaknesses: (i) The Plants have been in operation for a very long time, some of them since 1965. A regular upkeep, maintenance and up-gradation of the plants have ensured that production is not affected. (ii) As the ultimate customers are farmers, Agro-climatic conditions have a large effect on the performance of your Company. (iii) The complex fertilizers are based on imported raw materials which are subject to severe volatility in global raw materials prices and foreign currency exchange rate, affecting the profitability of your Company. 2.4.3 Opportunities: (i) Due to your Company's good reputation, several opportunities exist overseas, for collaborations/ diversification in the field of manufacturing and mining of raw materials and fertilizers and this affords opportunity for marketing of varieties of products. (ii) The increased demand-supply gap in the Country provides for opportunity to expand its Urea base at Thai, (iii) Alternate feedstock like Coal gasification gives an opportunity for undertaking fertilizer projects in other parts of the country closer to coal mines. (iv) Experienced and skilled manpower of your Company has been in demand for rendering O & M service in India and abroad. In view of your Company's training facilities, as well as the available skilled engineers and technicians, your Company is in position to impart training to many foreign and Indian Companies. All these opportunities would lead to substantial increase in turnover of your Company. 2.4.4 Threats: (i) Manufacturing and marketing of Fertilizers is the core business of your Company. In the recent years, there has been high volatility in the prices of raw material resulting in creation of scarcity, impeding production and marketing plans. The profitability is susceptible to the input costs of major raw materials, such as Rock Phosphate, Sulphur, DAP, MOP, MAP etc. (ii) Production of Urea, Complexes and chemicals are susceptible to availability of feedstock gas and its economic pricing. (iii) The chemicals business is also exposed to cut throat global market competition from cheaper import. (iv) Department of Fertilizers, Government of India, (DoF) is under the process of implementing a move to mop up the unintended gains that the fertilizer units are making in nutrient "N" by use of domestic gas for manufacturing P&K fertilizers with retrospective effect from 01.04.2010. This, if implemented, will not only have adverse impact on the profitability but also operational viability of the Company. Your Company has suitably represented to the DoF against this move. (v) Uncertainty in government policies in respect of supply of feed stock gas, pricing of fertilizers and subsidy thereon also affect the performance and competitiveness of the Company. 2.5.0 RISK MANAGEMENT Pursuant to clause 49 of the Listing Agreement, the Company has framed Risk Management Policy for risk assessment and minimization procedures. Risk Management Policy, developed with the objective of having a balanced approach towards business plan and mitigating the associated risks, is in place. The system identifies better management practices to ensure greater degree of confidence amongst various stakeholders and facilitates good Corporate Governance practice. All risks associated with Operations, Environment, Finance, Human Resource, Legal, Information security etc., are continuously monitored. The degree of impact of the perceived risks financially, their likely effect on the assets, facilities and third parties are assessed regularly. In order to mitigate losses arising out of such perceived risks, appropriate procedures are being adopted to contain the risks. Also the practices adopted during emergencies, including the communication system and mode of disseminating information are periodically reviewed and updated to minimise the impact on the Company.Quarterly report in respect of the same is presented to the Board. 2.6.0 MAJOR EXPANSION AND DIVERSIFICATIONS Your Company is planning to undertake major projects as under: 2.6.1 Additional Ammonia Urea project at Thai: Your Company has plans to expand the capacity of Urea at Thal by setting up one single stream Ammonia plant of capacity 2200 MTPD and one single stream Urea plant of capacity 3850 MTPD at the existing site. The selection of lump sum turnkey contractors (LSTK) for main plants had been completed in March 2012 and proposal for approval of PIB/CCEA was submitted. In view of delay in policy notifications and considerable lapse of time thereof, LSTK bidder did not agree for extension of bid validity beyond March 2014. Fresh Pre-qualification bid was floated to explore possibility of inclusion of any new LSTK bidder and for giving opportunity to existing pre-qualified bidders to change constitution of consortium. However, no new bids were received. Fresh price bids were sought from the existing bidders. The revised bids have been opened and Detailed Feasibility Report (DFR) has been prepared by PDIL. However, the project cost now stands revised to Rs. 5,458.07 Crore as against Rs. 4500 Crore envisaged earlier. Board of Directors of your Company has approved DFR and proposal has been forwarded to DoF for PIB/ CCEA approval. 2.6.2 Coal Based Fertilizer Plant at Talcher: Your Company, along with Coal India Limited (CIL), GAIL India Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), is contemplating to set up a fertilizer complex, comprising of 2200 MTPD ammonia plant, 3850 MTPD Urea plant at Talcher, Odisha through coal gasification route. Coal will be made available by CIL from nearby coalfields. Land and certain facilities needed for the project will be provided by FCIL. The project will utilize state-of-the-art Coal Gasification Technology. MoU and Joint Venture Agreement amongst the proposed promoters have been signed. The Coal gasification technology supplier is being identified and pre - project activities for the down stream plants are underway. Project capital cost is estimated to be appx. Rs. 9000 Crore. The project is of strategic importance for the country as it aims to make breakthrough for an alternative source of feedstock in the form of abundantly available coal from domestic sources in place of natural gas. It will also aid much needed urea production capacity in the eastern part of the Country. 2.6.3 Sewage Treatment Plant (STP) at Trombay: Ensuring water availability has become critical for the smooth functioning of the Trombay unit given the competing demand for water in the city. Recognizing this, Company has lined up contract for setting up of a new Sewage Treatment Plant (STP) adjacent to the existing STP plant of same 5 MGD capacity. Project cost for the same is approx. Rs. 198 Crore. A portion of the treated process water will be supplied to BPCL and hence a part of the project cost will be funded by them on mutually agreed terms. Project work is already underway at the site. 2.6.4 Solar Power Plant (PV Grid Connected) at Trombay: In the current era of rapidly depleting fossil fuel resources with access to conventional energy resources such as oil, gas and coal becoming increasingly constrained and uneconomical it is imperative to harness renewable energy sources to meet our demands. Your Company is setting up a 2 MWp Grid connected Photovoltaic Solar power plant within factory premises of Trombay unit with capital Cost of Rs. 14.60 Crore. Based on the average intensity of solar radiation, it is expected to generate around 3 million units of power on annual basis. The power generated shall be used for captive consumption of the Trombay unit and reduce our power import to that extent. This venture is in line with the Solar mission of Government of India and leads RCF's foray into generation ofrenewable energy resulting in to reduction in the overall carbon footprint of the company. 2.6.5 Iran Project: Your company has been nominated by the Government of India along with Gujarat Narmada Valley Fertilisers & Chemicals (GNFC) and Gujarat State Fertilisers Corporation (GSFC) for the proposed 1.3 million tonne Urea joint venture plant in Iran for import of Urea to India. SBI Capital Market has been appointed to identify the Iranian partners for the Joint Venture Project. The consortium is planning to set up the joint venture plant at Chahbahar in Iran, using natural gas as feedstock which is abundantly available with in that country an estimated investment of USD 903 Million. 2.7.0 SUBSIDIARY AND OTHER JOINT VENTURE COMPANIES A separate statement containing the salient features of financial statements of all subsidiary/joint ventures of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary/joint ventures and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiary/joint ventures and all other documents required to be attached to this report have been uploaded on the website ofyour Company (www.rcfltd.com ). 2.7.1 Subsidiary Company: Rajasthan Rashtriya Chemicals and Fertilizers Limited, Jaipur: Rajasthan Rashtriya Chemicals and Fertilizers Limited (RRCFL) is a subsidiary company of Rashtriya Chemicals and Fertilizers Limited incorporated on 11th September, 2007. Since, the Company has not started its activities, the Board of Directors in their Meeting held on 8th November, 2013 took a decision to close down the Company. No objection certificate has been obtained from Department of Fertilizers for making an application to Registrar of Companies for striking off the name of RRCFL under Fast Track Exit Mode. 2.7.2 Joint Venture Company: 2.7.2.1 FACT-RCF Building Products Limited, Kochi: Your Company has formed a Joint Venture Company with Fertilizers and Chemicals Travancore Limited (FACT) by incorporating FACT-RCF Building Products Ltd to set up a Rapidwall project at Kochi. Both RCF and FACT have 50:50 equity holding in the Company. The plant is in operation. The Company is building up its customer base and is in the process of stabilising its operations by putting special effort on marketing of the product. During the year, FRBL earned a total income of Rs. 2.74 Crore as against Rs. 2.01 Crore during the previous year. FRBL registered Loss after Tax of Rs. 23.86 Crore during the year as against Rs. 17.51 Crore in the previous year. To ensure compliance with Accounting standards, it has been decided to provide for a permanent diminution in the value of investments in FRBL and also towards the outstanding loans & advances as on 31st March, 2015. The impact of the same works out to Rs. 34.66 Crore. This project has very good potential and therefore RCF would continue to support it in the coming years. 2.7.2.2 Urvarak Videsh Limited (UVL): Urvarak Videsh Limited (UVL) was incorporated on 18th July, 2008 as a Special Purpose Vehicle (SPV) with equity participation of Rashtriya Chemicals and Fertilizers Limited(RCF), National Fertilizers Limited (NFL) and Krishak Bharti Co-operative Limited (KRIBHCO) with the object of setting up joint venture in India and abroad for manufacturing, mining, long term tie ups for nitrogeneous, phosphatic and Potassic Fertilizers and fertilizer raw materials including exploring the possibility of making investments and rendering Consultancy services, etc. The company explored many alternatives to take up various projects but the same did not fructify due to want of funds as UVL business objective requires heavy capital investment. As the company could not take up any business and at the same time keeping the status of the company as active was not serving any purpose except to comply with various statutory formalities, the Board of your company has decided to declare the company as a Dormant company for the time being under the provision of section 455 of the Companies Act, 2013. As and when the proper opportunity arises in future, business activities can be taken up by the Company by reverting its status as active company. 2.7.3 Consolidated Financial Statement: The Consolidated Financial Statement ofyour Company has been prepared by taking into consideration Joint Venture Company i.e. FACT-RCF Buildings Products Limited. The transactions in RRCFL and UVL are not material and considering that the Company has made full provision for diminution in value of investments on account of accumulated losses, the accounts of said companies has not been considered for the purpose of the Consolidated financial statements. The Consolidated financial statements have been prepared under proportionate consolidated method along with Company's financial statements. As per Unaudited financial statements, FRBL has reported a loss of Rs. 23.86 Crore during the year and the proportionate share of the same works out to Rs.11.93 Crore. Net Profit after Tax as per Consolidated Financial statements is Rs. 344.79 Crore whereas Net Profit after Tax as per Standalone financial statements is Rs. 322.06 Crore. 2.8.0 RESEARCH ANDDEVELOPMENT Your Company has taken up several Research and Development projects, some of which are taken up for commercial scale design and engineering, are as under: 2.8.1 Lab scale development of composite Bio fertilizer: Bio fertilizers are known to play a vital role in soil fertility, crop productivity and production in agriculture as they are eco-friendly. Composite bio fertilizer is combination of all three microorganisms; namely Phosphorous (P) solubilising, Nitrogen (N) fixing and Potassium (K) mobilizing bacteria. Phosphorus solubilizing bacteria solubilise insoluble inorganic phosphate into soluble inorganic phosphate by producing organic acids and making available to plants. Nitrogen fixing bacteria fix atmospheric Nitrogen symbiotically and are able to colonize the legume roots of the plant. Potassium solubilising bacteria solubilise the Potash which is fixed in the soil and make it available to the plant in an easily usable form. The composite bio fertilizer with all the above bacteria is developed in laboratory. Your Company will take further steps to commercialise the product after successfully completing the field trials. 2.8.2 Trial production of water resistant plaster for external application from Calcined Gypsum: The R & D department of your Company has developed, in consultation with Institute of Chemical Technology, a formulation for manufacturing an eco-friendly water resistant plaster for external application on the walls from Calcined Gypsum. It has potential to replace conventional sand cement mortar mix. The trial production of the product is done. Application has been done on few buildings and feedback is awaited. 2.8.3 Development of Pot hole fill mix from Calcined Gypsum: The R & D department of your Company has developed new formulation using Calcined Gypsum, for preparing a Pot hole fill mix. It is strongly bonded material which can be used on roads to fill pot holes especially in monsoon. It is a cost effective alternative for commercially available Cold Mix. Your Company will take further steps to commercialise the product after successfully completing the trials. 2.8.4 Development of 100% water soluble fertilizer NPK (13:40:13): The R & D department of your Company has developed 100% water soluble fertilizer N P K 13:40:13 under brand name Sujala. It is free flowing and suitable for all crops especially for root development and bud differentiation. It comes in form of foliar and fertigation application. Trial production is completed. It will be commercialized shortly. 2.8.5 Development of Micronutrient grade for Paddy Basal for Tamilnadu state: Micronutrients are essential for plant growth and play an important role in balanced crop nutrition. They include Boron (B), Copper (Cu), Iron (Fe), Manganese (Mn), Molybdenum (Mo) and Zinc (Zn). They are as important to plant as primary and secondary nutrients, though plants don't require as much of them. Lack of any micronutrient in soil can limit the crop growth even if all other main nutrients are present in adequate amount. These micronutrients are state specific. The R & D department of your Company has developed Tamilnadu state micronutrient grade (No. XI) for Paddy crop basal application in solid form. The trial production is completed. It will be commercialized shortly. 3.0.0 ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL Your Company is committed to ensuring clean environment, beyond satisfying all stipulated requirements laid down by the statutory authorities, around its operating units. Your Company has established ISO 14001 compliant Environment Management System (EMS) at its two manufacturing units. The Systems are constantly upgraded and regular internal audits and Management Reviews are carried out to ensure compliance and continually improve the system. Apart from Stack monitors, which continuously monitor the emissions, four fixed ambient air quality monitoring stations are in place, at both Trombay and Thal, to monitor ammonia, NOx, SO2, Particulate matter (PM10 & PM2.5) & metrological parameters. The Effluent Treatment plants at Trombay and Thai have ensured that the environment in and around the Units are fully protected. Various schemes with state of the art technologies and modernisation schemes are implemented to reduce energy consumption and wastages of the scarce natural resources. The waste streams from the plants are recycled/ reused for useful purpose, wherever possible. The integrated Effluent Treatment Plant ensures that whatever effluent is discharged from the factory meets the statutory requirements laid down by the Pollution Control Board. RCF, Trombay has taken up a massive plantation drive in factory premises, in residential colony and surrounding areas and planted 15,000 numbers of trees in the year 2014-15. Similarly 2650 trees have been planted in Thal. For increasing awareness regarding environment, public awareness campaign programmes are arranged by Trombay and Thal units. 4.0.0 CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES 4.1.0 As part of its initiatives under "Corporate Social Responsibilities', your Company has undertaken several activities, aimed for the benefit of needy and for general good of the society. These activities are in accordance with Schedule VII of the Companies Act, 2013. The activities, in brief, are as under: 4.1.1 Education: 4.1.1.1 Schools: Your Company supports schools, at the two units, which impart education in Marathi, Hindi and English mediums to students from Nursery to 10th Standard. Your Company undertakes the upkeep, maintenance and bears the deficit expenditure incurred by the schools, located in Company's residential colonies, which are run by reputed Educational Institutions. 4.1.1.2 Scholarship to meritorious students: Your Company offers a number of scholarships to students of SC/ ST/ OBC communities for pursuing higher studies. Your Company's scholarship project for sending every year 10 students to 6th Standard in Shivaji Military school in Pune and supporting the earlier batches in their march to higher standards thereafter has received goodwill from all. 4.1.1.3 Supply of Mid-Day Meal: Your Company is funding Mid-Day Meal Scheme for providing nutritious food to children studying in twenty five unaided schools, providing education to poor children, in and around Trombay area. The scheme is operated through an NGO, 'ISKCON Food Relief Foundation' which supplies good and healthy meal to the children on behalf of RCF. In all, 6,000 students have availed the benefit of this nutritious midday meal. 4.1.1.4 Programme for underprivileged Children: Your Company has adopted the "Khel Khel Mein" programme of Wockhardt Foundation for under privileged children of age group of 5 to 10 years, by setting up six centres of edu-recreation with parallel learning in slums of Vashi Naka area, near Trombay unit. 4.1.1.5 RCF SUPER- 30 programme: Your Company, in association with Centre for Social Responsibility and Leadership (CSRL), has established a unit of Abhayanand Super 30 in Mumbai where about 30 underprivileged talented students of Maharashtra state are provided 11 months of free residential coaching to enable them to get admission in IIT/NIT and other premier engineering colleges. This year 26 of these students were successful in the JEE mains examination. 4.1.1.6 Farmers' Education: More than 30000 farmers attended & benefited from the training programmes conducted at the two Farmers Training Centres in the last half decade and have used the knowledge to upgrade their farm practices and have succeeded in reducing their overheads and increase in their wealth. Special programmes designed for women farmers and the scheduled caste and scheduled tribes are also organized on a regular basis so that they too join the bandwagon of the country's agricultural renaissance. Your Company's efforts in rendering advisory services to farmers by conducting Soil diagnostics to optimize soil productivity are well appreciated. Based on the analysis, farmers are advised on soil fertility management through rational use of manure, fertilizers and other inputs to make agriculture more productive and sustainable. During the year, more than 143000 soil samples were analyzed and recommendations given through the twelve static and six mobile soil testing laboratories. 4.1.2 Supply of drinking water to the villages: Your Company has been providing drinking water for more than 20 years to seven villages around Thal unit through pipelines laid down from the water reservoir in the unit and spent about Rs. 114 lakh on this account during the year. About 16000 residents of the villages got benefit of the scheme. 4.1.3 Community Medical Facility: 4.1.3.1 Running of Mobile Medical Van: Your Company has engaged Wockhardt Foundation and administered free primary health care through mobile Medical Vans. Total of four Mobile medical vans are running in slums of Trombay and villages of Thai and patients are benefited from free medical services including supply of medicines. Through this facility, ailments like Blood pressure, low Haemoglobin Levels, Oxygen saturation, Malaria, Hepatitis, Dengue, Typhoid, Diabetes, etc., are treated on regular basis, through qualified Doctors. One medical van attends to approx. 25000 patients per annum. 4.1.3.2 Runningofpathologylab: M/s Wockhardt Foundation is also engaged in the running of Pathology lab in Chembur near RCF township. Nearly 3000 patients have benefited from this scheme. 4.1.3.3 Assistance to differently abled persons: Your Company with assistance of ALIMCO (PSU) has extended services of providing Aids and Appliances to nearly 75 differently abled persons belonging to the under privileged section of the society. 4.1.3.4 Distribution of sanitary napkins (Moksha): Your Company has engaged Wockhardt Foundation for extending the medical services for enhancement of female hygiene by free distribution of sanitary napkins (Moksha) through mobile Medical Vans. The efforts in rendering novel services to the women in slum areas. 4.1.4 Chembur Green Project: Your Company continued to support the Chembur Green project, launched to establish greenery in the eastern suburb of Mumbai, by joining hands with Chembur Citizens' Forum, an NGO to develop, beautify and maintain N. G. Acharya Garden (Diamond Garden), at Chembur for a period of 5 years. Your Company continued distribution of free saplings and rendering advice to various co-op. societies and also to individuals. 4.1.5 Conservation of Natural Resources(Solar System): Your Company has continued to focus on conservation of Natural Resources by installation of solar power system at Deaf & Dumb school at Patiala. In addition 10 Bio Toilets inside factory premises were installed for Truck drivers, loaders and cleaners etc. The . bio toilet coverts the human waste into treated effluent and bio gas which is free from Pathogens. 4.1.6 Contribution to "SWACHH BHARAT KOSH": Your Company has contributed Rs. 1 Crore in the national campaign of clean and green India. 4.1.7 Rural Sports 6.1.2 Your Company has supplied sports material and organised sports for tribal of Thal Villages. 4.1.8 Livelihood enhancement projects Your Company has also supplied paddy, fruits sapling and free fertilizers to nearby villagers. During the year, your Company has spent Rs. 8.30 Crore on CSR activities. The Annual Report on CSR activities is annexed to this report as Annexure I. 5.0.0 MICRO, SMALL AND MEDIUM ENTERPRISES Government of India, Ministry of Micro, Small and Medium Enterprises, vide order dated 23rd March, 2012, notified the public procurement policy in respect of procurement of goods and services produced and provided by Micro, Small and Medium Enterprises. As per this directive, every Central Ministry or Department or Public Sector Undertaking shall set an annual goal of procurement from Micro, Small and Medium Enterprises from the Financial Year 201213 and onwards with the objective of achieving an overall procurement of products produced and services rendered by Micro, Small and Medium Enterprises to the extent of minimum 20% of total annual purchases 6 13 in a period of three years. The directive also provides that the goals set with respect to procurement to be made from Micro, Small and Medium Enterprises and achievement made in that direction be incorporated in their respective Annual Reports. Your Company has already achieved the set target of 20%. 6.0.0 SUSTAINABLE DEVELOPMENT 6.1 Your Company has taken up several Sustainable development activities including the following: [i] Improvement of Road infrastructure- construction and repairs. [ii] Building of Check Dams. [iii] Prevention of soil erosion and watershed management. 6.1.1 Rapid wall Project: The Rapid wall project, which has been implemented, is an example of Company's faith in sustainable development wherein a waste product generated from Phosphoric Acid Plant is converted into useful building material by adopting a novel technology. New Sewage Treatment plant: Your Company and Bharat Petroleum Corporation Limited (BPCL), have signed an MOU for setting up a Sewage Treatment Plant (STP) at RCF, Trombay at approx. cost of Rs. 198 Crore. The Sewage Treatment Plant shall be named as RCF-BPCL Sewage Treatment Plant. The RCF-BPCL Sewage Treatment Plant will be based on latest Membrane Bio-Reactor Technology with design capacity to treat 22.75 Million Litres per Day (MLD) of Municipal Sewage to produce about 15 MLD of treated water. The treated water shall be shared by RCF and BPCL. The project is being set up with active support from Municipal Corporation of Greater Mumbai (MCGM). This project is a Sustainability Development Project as it will treat waste sewage generated in the city and convert it in to treated water. The said project when operational will also reduce the load on MCGM Sewage Treatment facility to the extent of 22.75 MLD. The said project when it goes on-stream will generate 15 MLD of treated water for usage in plant operation in RCF and BPCL thereby saving fresh water intake to that extent which will benefit about 30,000 families in the city of Mumbai. Being sustainable development project, this project from your Company will be of great value to residents of Mumbai and Society at large. Solar Power Plant: In its bid towards India's vision of achieving ecologically sustainable growth, Your company has already forayed in solar power generation. The company have installed 5 rooftop solar power generation facilities atop our offices. Your company has already lined up a contract for setting up a 2 MWp Photovoltaic Solar power plant within our factory premises at Trombay, Mumbai at a cost Rs. 14.20 Crore. Based on the average intensity of solar radiation, the project on commissioning is likely to generate around 3 million units of power on annual basis. The power generated shall be used for captive consumption of the Trombay unit and reduce your Company's power import to the equivalent extent. The power generated by solar plant shall replace the conventional power generated through burning of fossil fuels with a totally green power leading to reduction in overall Greenhouse gas emissions of the surroundings. Your Company is also considering several major activities connected with Green House Gas, sustainable electricity distribution based on solar energy etc. Your Company is targeting to take up many more sustainable development activities in the near future. 6.2 ANNUAL SUSTAINABILITY REPORT RCF has published, during the year, its Sustainability Report for the year 2013-14 based on Global Reporting Initiative (GRI) guidelines and National Voluntary Guidelines (NVG) on 'Social, Environmental and Economic Responsibilities of Business' issued by Ministry of Corporate Affairs, Govt. of India. The Report has been posted on the Company's website. The report provides Company's economic, environmental and social performance. Sustainability reporting is about organization's progress visa-vis performance goals, not only for economic achievements, but for environmental protection and social well-being. The report for 2014-15 would also be published soon. 7.0.0 VIGILANCE Vigilance department is headed by a full time Chief Vigilance Officer (CVO), deputed from the All India Services by the Government of India. The position of CVO is at par with the Functional Directors. CVO is assisted by a team of Officers drawn from various functional departments. The activities of Vigilance department cover Corporate office, Trombay unit, Thai unit and all the marketing offices situated throughout the country. In line with the CVC guidelines, the thrust of Vigilance in your Company is to bring greater transparency, integrity and efficiency. The focus of Vigilance department is on Preventive and Participative Vigilance. This is done by keeping careful watch on various activities through regular inspections and surprise checks. System improvements and corrective actions are taken wherever necessary. The concept that "All Officers are Vigilance Officers" is implemented in your Company and alertness and support of all officers is taken in the management of Vigilance. Vigilance has focused on spreading awareness on rules / regulations, procedures and soliciting information / complaints from all regarding malpractices / corruption. During the year, Vigilance Department has actively contributed towards leveraging technology in all operations that helps in implementing robust e-governance in RCF, in making the tender documents more transparent and relevant, enhanced transparency in existing system of dealing with our Dealers/Vendors and accrued savings to your company by implementing e-procurement thereby ensuring transparency in all procurements. 8.0.0 HUMAN RESOURCES 8.1.0 TRAINING ANDDEVELOPMENT One of the strengths of your Company lies in its skilled and professional manpower. This could be achieved by adopting good HR policies and undertaking training and development of all employees. Training imparted includes enhancing General Management skills of the employees in various functions viz. Marketing, Finance, Commercial and Health Services disciplines. Quality Management Systems, Environment Management Systems, Occupational Health and Safety Systems and 5 S Systems are given focused attention. The work culture of your Company has been enhanced by introducing the Six Sigma and Lean Quality Circles. System of Mentorship for newly recruited Executives is in place. Your Company is the first Public Sector Undertaking to have formally introduced Quality Systems in various HR and HRD processes by being successfully rated at People Capability Maturity Model (PCMM) Level 2. Time Bound efforts are planned to achieve Level 3 rating of PCMM. The Company has been conferred with the 'Best PSU Public Sector Training Program' Award by ASSOCHAM in January, 2015. Institute of Directors has also awarded the Company with the 'Golden Peacock National Training Award' for the year 2014-15. 8.2.0 INDUSTRIAL RELATIONS Your Company maintained cordial and harmonious Industrial Relations with all its employees. All the issues are settled amicably through regular discussions, meetings and dialogues with the employees. There was no occurrence of any untoward incident during the year. Your Company had 3957 employees comprising of 1546 Officers and 2411 workmen, as on 31st March, 2015 compared to 3967 employees (1508 officers and 2459 workmen) as on the corresponding date of the previous year. 8.3.0 MATHADI CONTRACT LABOUR MANAGEMENT Due to cordial relations with Mathadi Labour, Trombay and Thal Units could achieve the targets and recorded production and dispatch milestones. Management strongly believes in continuous dialogues and meetings with Unions of Contract Labours. Mutual Trust and Transparency are the key factors in cordial industrial relations. From November 2014 onwards, retirement age of contract workers was enhanced from 58 years to 60 years. All the gratuity claims of the retired/expired contract workers have been settled. 8.4.0 GRIEVANCE REDRESSAL There is a "three tier system" in existence through which the employees' grievances are resolved. It helps in achieving the objectives of employees' satisfaction enhancement within guidelines and it also develops faith and confidence in the system and department. 8.5.0 WELFARE AND SPORTS Your Company undertakes several welfare schemes like education, medical, transport, housing etc., according to the needs of the employees. In regards to sports, your Company is a prominent patron and sponsored various sports events. Your Company's Football, Cricket, Hockey, Kabaddi and other teams continue to show excellent performance at District, State and National levels. 8.6.0 WELFARE / EMPLOYMENT OPPORTUNITY TO WEAKER SECTION The guidelines in respect of reservation in recruitment and promotion of SC/ST, OBC, Ex-servicemen and Persons with Disabilities are followed by your Company. As on 31st March 2015, your Company has on its rolls, 552 employees belonging to Scheduled Caste, 261 Scheduled Tribe and 437 Other backward castes. Your Company is committed to the welfare of the backward classes in general and SC/ST employees in particular. Regular meetings are held with SC/ST Employees Welfare Association to address grievances, if any, and for providing guidance for development. Your Company has adopted 38 SC/ST students under SC/ST Adoption Scheme. Medical Camp is organized every year at Chaitya Bhoomi, Dadar on 6th December, on the occasion of 'Mahaparinirvan Day'. Financial assistance for making arrangement for medical camp and for medicines along with the vehicles and Doctors is made available by the Company. Your Company's Thal Unit provides various amenities like water, road for the nearby villages e.g. Thal, Navgaon, Boris, Gunjis etc., where the majority of the population belongs to the SC/ST categories. The facility continued during the year. Scholarships were given to meritorious students of SC/ST community in the nearby villages of Thal. Large number of SC/ST farmers have been trained in the programmes conducted at the Company's Farmers' Training Centres at Nagpur and Thal. 9.0.0 OFFICIAL LANGUAGE POLICY Your Company has fully endeavoured to implement the provisions of Official Language Act, 1963 and the policy of the Government. Publicity material and literature for employees and farmers are made available in Hindi and other regional languages. 10.0.0 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has a well-defined Internal Control System that is adequate and commensurate with the size and nature of its business comprising of an in-house Audit Department, which conducts internal audit of various operational and financial matters on on-going basis. Internal Audit group consists of adequate number of financial and technical personnel and is headed by a Cost Accountant in the rank of Dy. General Manager. The recommendation and observations of the Internal Audit Department are reviewed regularly by the Audit Committee constituted by the Board of Directors. The performance of your Company is regularly monitored by the Audit Committee. The Company has an effective budgetary control mechanism in place to take care of the detailed capex and operational budget. Appropriate monitoring mechanism to compare the actual performance with the budget ensures that necessary review is periodically undertaken. 11.0.0 COST AUDIT Your Directors had, on the recommendation of Audit Committee, appointed Shri Suresh D. Shenoy, Cost Accountant and M/s V.J.Talati & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2014-15. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to Shri Suresh D. Shenoy and M/s V.J. Talati & Co., Cost Auditors was approved by the members in 36th Annual General Meeting. Shri Suresh D. Shenoy and M/s. V. J. Talati & Co.,cost Accountants, have been appointed, by the Board, on the recommendation of Audit Committee, as Cost Auditors for the year 2015-16 on a remuneration of Rs. 3.35 lakh. As required under the Companies Act, 2013, the remuneration payable to cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s V. J. Talati & Co., and Shri Suresh D. Shenoy, Cost Auditors is included in the notice convening the Annual General Meeting. 12.0.0 DIRECTORS' RESPONSIBILITY STATEMENT In terms of section 134(3) (c) of the Companies Act, 2013, your Directors state that: i] in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, ifany; ii] such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; iii] proper and sufficient care has been taken 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; iv] the annual accounts have been prepared on a going concern basis; v] the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and vi] systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 13.0.0 CORPORATE GOVERNANCE 13.1.0 As per Clause 49 of the listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate of Compliance from the Company's Auditor forms an integral part of this report. 13.2.0 COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT OF PUBLIC ENTERPRISES Government of India, Department of Public Enterprises (DPE), has laid down certain parameters for the purpose of grading the Central Public Sector Enterprises on the basis of their compliance of guidelines on Corporate Governance and this report needs to be submitted to the Government on quarterly/annual basis. Your Company has been complying with the Guidelines on Corporate Governance for Central Public Sector Enterprises laid down by DPE and regularly submits reports to the Government. 14.0.0 CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may be 'forward looking statements' and actual results may or may not be in accordance therewith. The Company's performance is dependent on several external factors such as performance of monsoon, significant changes in economic environment, Government Policies, fluctuations in prices of raw material and finished products and also their availability etc., which could adversely affect the operations of your Company. 15.0.0 AUDITORS The Comptroller and Auditor General of India (CAG) has appointed, M/s. M. M. Nissim & Co. and M/s NBS & Co., as Joint Statutory Auditors of your Company for the Financial Year 2014-15. The Auditors would be retiring at the conclusion of the Thirty Seventh Annual General Meeting. The Statutory Auditors for the Financial Year 201516 will be appointed by the CAG. However, their remuneration is to be fixed at the AGM by the members. 16.0.0 DIRECTORS PERSONNEL KEY MANAGERIAL During the year, Shri Sushil Kumar Lohani has been appointed as Government Nominee Director in place of Shri S. C. Gupta w.e.f. 2nd July, 2014, Shri Suresh Warior has been appointed as Director (Finance) and Chief Financial Officer w.e.f. 18th July, 2014 and Shri D. M. Sati has been appointed as Company Secretary and Compliance Officer in place of Shri K. C. Prakash w.e.f. 1st August, 2014. As per Section 152 of the Companies Act, Shri Sham Lal Goyal and Shri C. M. T. Britto, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Independent Director has given declaration that he meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreements. 17.0 REMUNERATION POLICY Department of Public Enterprises vide OM No. 2(70)/08- DPE(WC) dated 26th November 2008 has fixed pay scales of Board Level and below Board Level executives and non-unionised supervisors. 18.0 MEETINGS OF THE BOARD Eleven (11) Board Meetings were held during the year. The details are given in the Corporate Governance Report. 19.0 NOMINATION AND REMUNERATION COMMITTEE: The details of Nomination and Remuneration Committee are given in Corporate Governance Report. 20.0 PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of Loans given, Investments made, Guarantees 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 provided in the notes to the financial statements. 21.0 VIGIL MECHANISM/WHISTLE BLOWER POLICY The details of Vigil Mechanism/Whistle Blower Policy are provided in Corporate Governance Report. 22.0 RELATED PARTY TRANSACTIONS All contracts/arrangement/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 23.0 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 thereunder, your Company confirms that no complaint /case has been filed/pending with the Company during the year 2014-15. 24.0 SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Bhandari and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed to this Report as Annexure II. 25.0 EXPLANATION OR COMMENTS BY THE BOARD ON SECRETARIAL AUDIT REPORT M/s. Bhandari and Associates, Practising Company Secretaries, Secretarial Auditor of the Company has made certain observations in their Secretarial Audit Report. The Board Comments in respect of the same are as under: 25.01.01 In respect of observation made at Sr. no Al, A2& A3: "The Company is a Central Public Sector Undertaking and its Directors on the Board are appointed by the President of India. The present Board of the Company consists of 7 Directors comprising of 4 Whole-time Directors (including CMD), 2 Government Nominee Directors and 1 Independent Director. Company has taken up with Government for appointing balance Independent Directors including one woman director. 25.01.02 In respect ofobservation made at Sr. no A4: A Separate meeting of Independent Directors could not be held during the said period as the Company has only one Independent Director on its board. 26.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure III. 27.0 EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 are annexed to this report as Annexure IV. 28.0 ACKNOWLEDGMENT Your Directors wish to gratefully acknowledge the valuable guidance and continued support extended by Government of India and in particular, the Department of Fertilizers and the Office of Fertilizer Industry Co-ordination Committee (FICC), Railways, DPE, members of MOU Task force, and other Central Government departments and Agencies. The Board also wishes to acknowledge with sincere gratitude, the help and unstinted support from the Government of Maharashtra and other state Governments, MSEB, MIDC, various media, Municipal authorities, Maharashtra Pollution Control Board, Bankers to your Company, Financial Institutions, Dealers and Customers. Your Board wishes to acknowledge gratefully, the confidence posed, unstinted support and suggestions made to the Board by the esteemed share Owners of the Company. The Board also wishes to place on record the positive suggestions and guidance provided by the Statutory Auditors, Cost Auditors and the Office of the Principal Director of Commercial Audit. Last but not the least, your Directors take pleasure in placing on record their deep appreciation of the excellent contribution made by the employees of your Company at all levels, without which your Company would not have achieved such good performance. By order of the Board of Directors [R. G. Rajan] Chairman and Managing Director Place: Mumbai Date : 14th July, 2015 |