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.
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
- 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
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.
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
CAPITAL & RESERVES
The Paid-up Capital & Reserves and Surplus as at 31st March, 2013 were
Rs.491 crore and Rs.1093.12 crore respectively.
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.
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
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.
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.
During the year Bio-fertilizers (liquid & solid) worth Rs. 3.65 crore
were sold against Rs. 2.60 crore in the previous year.
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
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 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
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
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
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.
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
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
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.
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
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
Company received “Excellent rating for the MoU 2011-12, which is 12th
excellent rating in a row.
During the year, Company received following prestigious accolades and
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
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
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.
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
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
iv. the Directors have prepared the Annual Accounts on a going concern
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
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
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
For and on behalf of the Board of Directors
Place: New Delhi (R. G. Rajan)
Date: 3rd August, 2013 Chairman & Managing Director