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National Fertilizers Directors Report, NFL Reports by Directors
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National Fertilizers
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Download Annual Report PDF Format 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '13    « Mar 12
To, Dear Members,
 
 The behalf of the Board of Directors of your Company, I have the
 pleasure in presenting the 39th Annual Report on the business and
 operations of the Company together with the Audited Financial
 Statements for the Financial Year 2012- 2013.
 
 Your Company was incorporated in the year 1974 for implementation of
 two fertilizer plants at Panipat and Bathinda with annual installed
 capacity of 5.11 lakh tonnes of urea each. The commercial production
 from these plants commenced in 1979. In April, 1978, the Nangal Group
 of Plants of Fertilizer Corporation of India Limited (FCIL) were
 transferred to NFL consequent upon reorganization of NFL-FCIL. The
 Government of India (GoI) in 1984 entrusted the Company to execute the
 country''s first inland gas based urea project at Vijaipur in Madhya
 Pradesh, which commenced commercial production w.e.f. 1st July, 1988.
 Expansion of Vijaipur Plant was taken up in the year 1993 for doubling
 its capacity. The commercial production from Vijaipur Expansion Plant
 commenced w.e.f. 31st March, 1997. Company successfully completed the
 revamping of urea plant at Nangal and commercial production commenced
 from 1st February, 2001.
 
 Presently, the Company has five urea production plants, one each at
 Panipat, Bathinda and Nangal and two plants at Vijaipur with a total
 installed capacity of 35.68 lakh tonnes and has grown to the status of
 being the second largest producer of urea in the country. This
 financial year has been a happening year in terms of growth plans of
 the Company. Capacity Augmentation of Ammonia and Urea Plants
 undertaken at Vijaipur–I and II Units got completed during the year
 including installation of Carbon Dioxide Recovery Plant. Company has
 also implemented the feedstock conversion projects at Panipat, Bathinda
 and Nangal Units by changing over the feed-stock from fuel-oil to
 Natural Gas. Since all the five units took up shutdown during the
 financial year for hooking up and commissioning activities of the
 projects, urea production was adversely affected.
 
 FINANCIAL HIGHLIGHTS
 
 During the year under review, the Company achieved turnover of Rs. 6747
 crore (previous year Rs. 7341 crore). The lower turnover was primarily
 due to lower urea production as all the Units were under shutdown for
 hooking up and commissioning activities of the projects. The earnings
 before interest, depreciation and tax (EBIDTA) at Rs. 74.19 crore were
 lower than Rs. 342 crore achieved in previous year. The loss before tax
 was Rs. 230.62 crore (previous year profit Rs. 184.20 crore) and loss after
 tax was Rs. 170.73 crore (previous year profit Rs. 126.73 crore). The main
 reasons for loss include: -
 
 - Lower production / sale because of shut-downs taken for commissioning
 of Urea Capacity Enhancement Projects at Vijaipur and changeover of
 feedstock from Fuel-oil to Natural Gas at Nangal, Bathinda and Panipat
 Units;
 
 - Decrease in sale and contribution of industrial products due to
 non-availability of cheaper ammonia; non- availability of gases;
 sulphur and argon gas at three Fuel-oil based Units post commissioning.
 
 - Provision for Purchase Tax liability pertaining to previous years.
 
 - Higher interest expenditure mainly due to delay in receipt of
 subsidy.
 
 BORROWINGS
 
 The short-term borrowings of the company as at 31st March, 2013, stood
 at Rs. 1703.29 crore including cash credit utilization, short-term loans,
 working capital demand loan, etc. (Rs. 1383.82 crore as at 31st March,
 2012). Delay in receipt of urea subsidy lead to more borrowings for
 meeting working capital requirements.
 
 For changeover of feed stock from LSHS/FO to Gas at Nangal, Panipat &
 Bathinda units, Rupee Term Loan of Rs. 3850crore has been arranged from
 Consortium of 13 Banks with SBI as lead bank. As on 31st March,2013
 long term loan of Rs. 3451 crore was outstanding.
 
 For Energy Saving and Urea Capacity Augmentation Project at Vijaipur-I,
 Urea capacity Augmentation Project at Vijaipur-II and installation of
 Carbon-Dioxide Recovery (CDR), long term loan was raised by way of
 9.42% Secured Redeemable Non-Convertible Taxable Bonds of Rs.100.40
 crore; Buyer''s Credit of USD 15.68 million and External Commercial
 Borrowing (ECB) of USD 50 million.
 
 DIVIDEND
 
 In view of the loss incurred by the Company and considering the fact
 that three plants at Nangal, Panipat and Bathinda converted to Gas
 shall get stabilized in next financial year only and future capital
 expenditure and requirement of contribution of equity in the proposed
 Joint Venture towards revival of Ramagundam Unit of FCIL, Board of
 Directors have not recommended any dividend for the financial year
 2012-13.
 
 CAPITAL & RESERVES
 
 The Paid-up Capital & Reserves and Surplus as at 31st March, 2013 were
 Rs.491 crore and Rs.1093.12 crore respectively.
 
 OPERATIONS
 
 Production
 
 The Company produced 32.11 lakh MT of Urea (91.94% of revised
 proportionate installed capacity of 34.92 lakh MT) against 34.01 lakh
 MT (105.27%) in CPLY.
 
 Production during the year 2012-13 was lower than the CPLY primarily
 due to shut down taken at Nangal, Panipat and Bathinda units for
 hooking up and commissioning of Ammonia Feedstock Changeover Project
 (AFCP) and shutdown taken at Vijaipur I and II for hooking up and
 commissioning of Revamp Project.
 
 Input availability
 
 Availability of Administered Pricing Mechanism (APM)/ Non-APM and Panna
 Mukta Tapti (PMT) Gases got reduced during the 3rd quarter of 2012-13.
 To sustain production at the higher levels spot gas was procured
 continuously.  Domestic gas is yet to be allocated for three Fuel-oil
 Units converted to gas. As an interim arrangement, Company is
 purchasing high cost spot RLNG for Bathinda, Panipat and Nangal Units.
 Allocation of indigenous gas supply to these Units is being followed up
 regularly with the Department of Fertilizers ( DoF).
 
 SALES & MARKETING
 
 Urea
 
 Company''s prime business is production and sale of urea. It sold 31.62
 lakh tonnes of Urea (including 10.92 lakh tonnes of Neem coated Urea)
 against 33.89 lakh tonnes (including Neem Coated Urea of 6.40 lakh
 tonnes) in the previous year. The sale was less due to lower production
 and limitation of dispatches from Vijaipur Unit owing to insufficient
 availability of rail wagons.
 
 Industrial Products
 
 The sale of Industrial Products was Rs. 95.63 crore against CPLY of
 Rs.170.91 crore. The lower sale was attributed to lower production and
 sale of ammonium nitrate at Nangal due to non-availability of surplus
 ammonia from Vijaipur Units post completion of revamp projects and
 increase in the market price of ammonia. Stoppage of generation and
 sale of industrial gases and sulphur at Nangal, Panipat and Bathinda
 Units and argon at Panipat post conversion to gas has also affected the
 sale of industrial products.
 
 Bio-Fertilizers
 
 During the year Bio-fertilizers (liquid & solid) worth Rs. 3.65 crore
 were sold against Rs. 2.60 crore in the previous year.
 
 Agri-Business
 
 The Company has been making regular forays into diverse agri-based
 business viz. Seeds, Compost, Bentonite Sulphur and Pesticides. During
 the year, turnover of Rs. 30.08 crore was achieved compared to Rs. 22.72
 crore in the previous year.
 
 Promotion of balanced use of fertilizers
 
 The production and productivity at farm level are continuously
 deteriorating owing to imbalanced fertilizer usage, mono cropping etc.
 Further the micronutrients in soil are also depleting at a very
 alarming rate.
 
 Your Company has been strongly advocating and promoting balanced and
 efficient use of fertilizers. It has identified soil testing as a
 primary diagnostic technique towards soil health management and
 balanced fertilizer use and is playing a pivotal role in educating
 farmers about benefits of soil test based application of chemical
 fertilizers, appropriate cropping pattern, the role of organic manure
 and bio- fertilizers in improving soil health. The programmes
 undertaken to achieve this objective include farmers in house training
 at Kisan Vikas Kendras, arranging farmers'' meets with eminent
 scientists to equip them with requisite knowledge.
 
 Company has set up elaborate facilities for soil testing including 6
 static and 4 mobile soil testing vans with capacity to test 50,000
 samples annually. The soil samples are collected across Company''s
 marketing territory, analysed and soil test reports are provided free
 of cost to farmers in time with fertilizer application recommendations
 according to soil status and crops to be grown. During the year
 2012-13, over 50,000 soil samples were collected and analyzed and
 reports were provided to the farmers.
 
 Company also undertakes dealers training programmes, field
 demonstrations, distribution of crop literature, participated in kisan
 melas advising farmers on fertilizer dosages, use of bio-fertilizers,
 compost etc for holistic approach to cultivation.
 
 MODERNIZATION AND EXPANSION PROJECTS
 
 Revamp of fuel-oil based plants at Nangal, Bathinda & Panipat.
 
 The Company has undertaken capital schemes for change over of feedstock
 from Fuel-oil to Natural Gas at Panipat, Bathinda and Nangal involving
 a total investment of Rs.4066 crore with a completion period of 36 months
 from the zero date i.e. 29th January, 2010. The revamp plants have been
 successfully commissioned at Panipat and Bathinda on 24th and 16th
 January, 2013 respectively. After stabilization of these plants,
 commercial production was declared w.e.f. 28th and 11th March, 2013
 respectively. Nangal unit has been commissioned on 9th April, 2013 and
 commercial production has been declared on 18th July, 2013.
 
 Capacity Augmentation & Energy Saving Project (ESP) at Vijaipur
 
 The Company has successfully commissioned Capacity augmentation and
 Energy Savings Projects of Ammonia & Urea plants at Vijaipur-I & II
 units including installation of Carbon Dioxide Recovery (CDR) plant
 during 2012-13 at an investment of around Rs. 650 crore. The total urea
 capacity of Vijaipur Units after commissioning of these projects has
 been augmented to 20.66 lakh tonnes from 17.29 lakh tonnes per annum,
 an increase of 20%.
 
 JOINT VENTURE
 
 Joint Venture with KRIBHCO & RCF
 
 Company has a Joint Venture “Urvarak Videsh Limited with M/s. KRIBHCO
 and RCF as promoters. The main object of the joint venture company is
 to explore investment opportunity abroad and within the country in
 nitrogenous, phosphatic and potassic sectors and to render consultancy
 services for setting up projects in India and abroad.
 
 Revival of closed units of FCIL
 
 Consequent upon nomination of NFL and EIL, by Government of India, for
 the revival of Ramagundam plant of Fertilizer Corporation of India, it
 has been planned to set up a 2200 MTPD Ammonia and 3850 MTPD Urea
 plant. The project is envisaged to be undertaken at the existing
 Fertilizer Complex of Ramagundam unit at an estimated cost of INR 4700
 crore.
 
 Pre-project activities towards setting-up of Joint Venture between
 NFL/EIL/FCIL, lining-up of Process Licensor for Ammonia / Urea,
 finalization of Concessionaire Agreement & Financial Model are in
 progress.
 
 HUMAN RESOURCE
 
 Strategic HR planning is an important component of Human Resource
 Management. It links HR Management directly to the strategic plan of
 the Company in achieving organizational goals and supporting future
 direction to the organization. A study on Organizational Structure,
 Performance Management System, Recruitment and Promotion Policies of
 the Company was conducted by an Expert Committee. The report of the
 committee is under examination for implementation.
 
 The manpower strength of the Company as on 31st March, 2013 was 4291
 comprising 1802 Executives and 2489 Non- Executives. Total manpower
 includes 231 women employees, which is 5.38% of the total work force.
 
 The Company undertakes several employee welfare schemes related to
 education, medical, benevolence, housing etc. As a measure towards
 employee social security, a defined Contribution Superannuation Pension
 Scheme has been implemented.  Company has always supported the
 participative culture in the management through consultative approach.
 The efforts to promote employees'' participation in various activities
 like Suggestion Scheme, Welfare, Safety, interactions between
 Management and employees'' representatives on various issues continued
 during the year.  Industrial relations in the Company continued to be
 harmonious during the year. Continuous interaction between the
 Management and Employees'' representatives contributed in maintaining
 the harmony.
 
 Training initiatives
 
 To develop the skills and instill behavioural and personality
 development traits in all supervisory staff and managerial cadre,
 Company organized a number of training programmes during the year.
 These training programmes were identified through Performance
 Management System by systemizing organizational needs with individual
 needs. In these diverse programmes, 12,574 man-days training was
 imparted to employees. Apart from in-house training programmes,
 employees were also nominated for attending external training
 programmes on contemporary subjects.  To promote the efficient use of
 modern technology, 1288 man-days training was imparted to employees.
 493 man- days of training programmes on Sustainable Development were
 organized. Six officers attended training programmes abroad. Company
 has undertaken Ammonia Plant Feedstock Changeover from Fuel-oil to
 Natural Gas at Panipat, Bathinda and Nangal. Training workshops were
 conducted by various equipment vendors at all the three sites.
 
 Implementation of Official Language
 
 The Company is making continuous efforts for 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 to
 review the progress. 28 Meetings of OLIC were held, 33 Hindi Workshops
 were organized in which 789 employees participated. Hindi Pakhwara was
 organized in all the Units/Offices of the Company to mark Hindi Day.
 During the year 58 programmes/competitions were held for the promotion
 of Hindi in which 1132 employees participated. Information Technology
 is widely used to promote use of official language.  Unicode Font has
 been installed on all the computers and training has been imparted to
 the employees. Bathinda Unit received Rajbhasha Shield from Town
 Official Language Implementation Committee. Corporate Office was
 awarded 2nd prize ''Rajbhasha Shield'' by the Department of Fertilizers.
 
 REPRESENTATION OF SCs/STs, OBCs AND PHYSICALLY DISABLED
 
 Your Company has been implementing reservation policies of Government
 of India for SCs/STs/OBCs/Persons with Disabilities. Representatives of
 SCs/STs categories are associated in Recruitment Departmental Promotion
 Committees. A statement showing representation of employees belonging
 to Scheduled Castes / Scheduled Tribes / Backward Classes / Physically
 Disabled categories is appended as Annexure-VIII to this report.
 
 INFORMATION TECHNOLOGY
 
 The Company is making use of information technology (IT) to improve
 efficiency and productivity to bring transparency in its business
 functions. Local Area Networks (LAN) are operational at all the
 Units/Offices. All the Units and Offices are also interconnected
 through secured MPLS based Virtual Private Network (Wide Area Network).
 Internet connectivity to the employees at Units and Offices has been
 provided through Leased Line / Broadband.  High-speed data cards have
 been provided to the Marketing Personnel to upload sales data through
 internet. The Company is extensively making use of e-procurement,
 e-payment and e-receipt for bringing in efficiency and transparency.
 Implementation of Mobile based Fertilizer Monitoring System (mFMS) is
 under way for use in Marketing Division. mFMS has been introduced by
 Department of Fertilizers (DoF) to monitor and track the movement of
 fertilizers from the manufacturing unit to the farm gate and to
 facilitate implementation of “Direct Cash Transfer of Subsidy to
 farmers. Under the system acknowledgement of receipt of fertilizers at
 wholesaler, retailer and end user, forms the basis for ensuring
 equitable distribution to the farm sector.
 
 INDUSTRIAL SAFETY, ECOLOGY & POLLUTION CONTROL
 
 Company accords highest priority to Industrial Safety, Ecology &
 Pollution Control. All manufacturing units are ISO 9001-2000 certified
 for Quality Management System, ISO-14001 certified for Environment
 Management System. All the Units have also received OHSAS-18001
 Certification for Occupational Health Safety Management System.
 
 Carbon Dioxide Recovery Plant of 450 MTPD capacity has been installed
 at Vijaipur-I for recovery of carbon dioxide from fuel gases of primary
 reformer. This has also resulted in reduction in discharge of
 Greenhouse Gases.
 
 Silo System for collecting fly ash from ESP hoppers using dense phase
 pneumatic Conveying System have been installed at Panipat, Bathinda and
 Nangal Units for evacuation of ash. These systems have reduced quantity
 of ash slurry for disposal and ecological problems associated
 therewith. This has also helped in saving electrical energy used for
 pumping of ash slurry.
 
 State of the art safety practices were adopted during the project
 construction and commissioning of revamp of plants.  There was no
 reportable accident at any of the plant sites. To safeguard the plants
 from emergencies like fire, explosion, toxic gas release, own site
 emergency disaster plan is available at the Units.
 
 Recognizing the need to balance human economic development with
 environment protection, Company has adopted the concept of sustainable
 development. A separate chapter at Annexure-VI in 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 and has
 moved away from being just philanthropic to becoming an integral part
 of strategy of the company. The Company is committed towards upliftment
 of under privileged sections of the society and has supported various
 social and community initiatives touching the lives of a large number
 of people. Under the umbrella of CSR, Company is engaged in undertaking
 farmer friendly activities that have helped in improving their socio
 economic status. The major focus of these programmes is on creating
 awareness about health and hygiene, children education, women
 empowerment, skill development for self-employment, water conservation,
 rain-water harvesting and ground water recharging.
 
 During the year, Company has incurred an expenditure of Rs. 1.47 Crores
 on CSR initiatives. The expenditure pertained to the carry forward
 amount of schemes taken up for execution in the previous year. The
 major CSR initiatives undertaken by your Company are detailed in a
 separate Annexure-VII.
 
 THE RIGHT TO INFORMATION ACT, 2005
 
 In consonance with the provisions of the Right to Information Act,
 2005, Company has taken requisite measures and appointed Appellate
 Authorities / Public Information Officers / Assistant Public
 Information Officers at all the Units / Offices of the Company to
 respond effectively to the requests of the applicants under the Act.
 The Act aims at bringing in transparency in the functioning of
 organizations and to meet the objective, your Company has created
 necessary mechanism. Further, in order to promote institutional
 transparency within the Company through proactive and effective
 implementation of the provisions of RTI Act 2005, a Transparency
 Officer has also been appointed in the Company. During the year, 200
 applications were received and the information was provided to the
 applicants within the scheduled time.
 
 WHISTLEBLOWER POLICY
 
 Your Company relies on 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
 employees who avail of the mechanism. During the year, no disclosures
 have been received under the whistleblower mechanism. The policy is
 reviewed periodically. No employee has been denied access to the Audit
 Committee.
 
 VIGILANCE
 
 In Vigilance, focus continued to be given to preventive vigilance. Due
 thrust was given to maintaining high degree of awareness amongst the
 employees. Systems and procedures were streamlined to provide timely
 information. Efforts were undertaken to build confidence across the
 organization to enable faster decision making. To ensure transparency,
 emphasis was made on computerization of activities relating to award of
 contracts, purchases, etc. In line with instructions received from the
 Department of Fertilizers/Central Vigilance Commission, emphasis is
 being given on leveraging of technology e.g. e-payment / receipts /
 procurement / tendering, to facilitate transparency and avoid delays.
 
 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 about the
 policies, guidelines and procedures of the Company. In all the Units,
 Vigilance Awareness Week was also observed to create an environment of
 ethical growth in the Company.
 
 AWARDS & ACCOLADES
 
 MoU
 
 Company received “Excellent rating for the MoU 2011-12, which is 12th
 excellent rating in a row.
 
 Awards
 
 During the year, Company received following prestigious accolades and
 Awards.
 
 a) “Shreshtha Suraksha Puraskar for the year 2011 to the Panipat Unit
 from National Safety Council (India), Mumbai, amongst the manufacturing
 sector of Chemicals & Chemical products.
 
 b) National Level Fertilizer Association of India ''Runner-up Award'' for
 excellence in Safety in Nitrogenous and Complex Fertilizer Plant to the
 Panipat Unit presented by Shri S.K. Jena, Hon''ble Minister of State for
 Chemicals & Fertilizers.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 Management Discussion & Analysis Report covering the operations and
 future prospects of the Company is appended as Annexure-I to this
 report.
 
 STATUTORY AUDITORS & STATUTORY AUDITORS REPORT
 
 The Statutory Audit of your Company was conducted by M/s. DSP &
 Associates and M/s. Thakur Vaidyanath Aiyar & Company, Chartered
 Accountants, who were appointed as Joint Statutory Auditors for the
 financial year 2012-13 by the Comptroller & Auditor General of India
 (C&AG). Auditors'' Report on the Accounts of the Company for the
 financial year ended 31st March, 2013 is at Annexure-II.
 
 The review of Annual Accounts of your Company for the year ended 31st
 March, 2013 by the C&AG under Section 619(4) of the Companies Act, 1956
 forms part of this report as Annexure-III and do not call for any reply
 as no comments as supplementary to Statutory Auditor Report have been
 made.
 
 COST AUDIT
 
 Pursuant to the directions of Central Government for audit of Cost
 Accounts, your company has appointed M/s.  Sanjay Gupta & Associates
 for Nangal, M/s. Ravi Sahni & Co. for Bathinda, V.P. Gupta & Co. for
 Panipat and M/s.  Shome & Bannerjee for Vijaipur-I & II as Cost
 Auditors for the year ended 31st March, 2013.
 
 As prescribed under the Cost Accounting Records (Report) Rules, 2011,
 the cost accounting records are being maintained by all the Units of
 the Company. Consolidated Cost Audit Report and Compliance Replort for
 the financial year 2011-12 was filed on 20th December, 2012.
 
 CORPORATE GOVERNANCE
 
 The Company believes Corporate Governance is 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 section on
 Corporate Governance forming part of this Directors'' Report alongwith
 the Auditors'' Certificate conforming to the Compliance of Corporate
 Governance Code as provided in Clause 49 of the Listing Agreement is at
 Annexure-IV.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Disclosures in terms of Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988, in respect of
 conservation of Energy and Technology Absorption and Foreign Exchange
 earnings and outgo are at Annexure-V.
 
 PARTICULARS OF EMPLOYEES
 
 During the year under review, none of employees of the Company has
 drawn remuneration in excess of the limits prescribed under section
 217(2A) of the Companies Act, 1956 read with Companies (Particulars of
 Employees) Rules, 1975.
 
 Directors'' responsibility statement
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act
 1956, your Directors confirm that: -
 
 i. 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;
 
 ii. the Directors had selected such Accounting Policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year 2012-13 and of the
 profit of the Company for that period;
 
 iii. the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv.  the Directors have prepared the Annual Accounts on a going concern
 basis.
 
 DIRECTORS
 
 Ms. Neeru Abrol, Director (Finance) was relieved from her duties on
 completion of her tenure on 31st December, 2012. Subsequently,
 Department of Fertilizers vide Orders dated 2nd May, 2013 reinstated
 Ms. Abrol as Director (Finance) with immediate effect and she rejoined
 on 10th May, 2013.
 
 Shri Sham Lal Goyal, Joint Secretary, DoF, Director, has ceased to be a
 Director and Chairman & Managing Director on 5th January, 2013.
 
 Shri R.G. Rajan, Chairman & Managing Director, Rashtriya Chemicals &
 Fertilizers Limited has taken over the additional charge as Chairman
 Managing Director of the Company w.e.f. 6th January, 2013.
 
 Shri C.M.T. Britto, Director (Technical), Rashtriya Chemicals &
 Fertilizers Limited has taken over the additional charge as Director
 (Technical) of the Company w.e.f. 7th May, 2013.
 
 Shri Vikram Srivastava, Ex-DG, Bureau of Police Research & Development
 (BPR&D), CRPF / ITBP and Shri M.  Raman, Ex-Secretary to the Government
 of India, have been appointed as Part-time Non-official Independent
 Additional Directors w.e.f. 6th May, 2013 and shall be holding office
 as Directors till the ensuing Annual General Meeting. Further, notice
 has been received u/s 257(1) of Companies Act, 1956 for appointment of
 Shri Vikram Srivastava and Shri M. Raman as Directors at the Annual
 General Meeting.
 
 In accordance with the provisions of Article 76(2) of the Articles of
 Association of the Company, Shri Satish Chandra shall retire by
 rotation at the Annual General Meeting and being eligible has offered
 himself for reappointment.
 
 CODE OF CONDUCT
 
 In line with the requirements of Clause 49 of Listing Agreement, the
 Board Members and the Senior Management Personnel have affirmed
 compliance with the Code of Conduct for the financial year ended 31st
 March, 2013.
 
 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
 
 Place: New Delhi        (R. G. Rajan)
 
 Date: 3rd August, 2013   Chairman & Managing Director
Source : Dion Global Solutions Limited
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