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National Fertilizers Directors Report, NFL Reports by Directors
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National Fertilizers
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Directors Report Year End : Mar '14    « Mar 13
On behalf of the Board of Directors of your Company, I have the
 pleasure in presenting the 40th Annual Report on the business and
 operations of the Company together with the Audited Financial
 Statements for the Financial Year 2013- 2014.
 
 I am pleased to inform you that your Company has completed the
 financial year 2013-14 an affirmative note. Even after so many
 constraints on production front, Company has been able to produce 36.36
 lakh MT of urea, which is 102% of the installed capacity. This is the
 highest ever production of urea in a year by the Company. Another
 milestone has been achieved in terms of all time high dispatches of
 36.90 lakh MT, sale of 36.87 lakh MT of urea and highest ever
 realization of funds. The record sale of 12.65 lakh MT of Neem-coated
 urea during the year indicates an upward trend in terms of popularity
 of this value added product, which has been pioneered by the Company.
 However, the losses incurred by the Company during 2013-14 though lower
 than last year. remained a cause of concern. Your Company is the second
 largest producer of Urea with market share of 16%.
 
 A positive development for the Company has been on the part of
 Government Pricing Policy on urea. The Government has notified the
 Modified New Pricing Scheme (NPS-III). Under the modified Scheme,
 additional fixed cost and Vintage Allowance shall be reimbursed to the
 Company, which will have a positive effect on profitability of the
 Company from the financial year 2014-15 onwards.
 
 It is a pleasure to inform you that with declaration of commercial
 production of ammonia feedstock changeover project at Nangal in the
 year 2013-14, urea produced by your Company at all the Units is now
 based on cleaner and greener raw material, Natural Gas.
 
 FINANCIAL HIGHLIGHTS
 
 During the year under review, the Company achieved turnover of Rs. 8017
 crore (previous year Rs. 6720 crore). The earnings before interest,
 depreciation and tax (EBIDTA) was Rs.171.90 crore againstRs. 74.88 crore of
 the previous year.  The loss before tax wasRs.161.16 crore (previous year
 loss Rs.230.62 crore) and loss after tax was Rs.89.71 crore (previous year
 loss Rs. 170.73 crore). The loss is mainly attributed to shut-down taken
 at Nangal for feed stock conversion projects, increase in interest due
 to delay in receipt of subsidy and increase in input prices.
 
 Deferred Tax Assets amounting to Rs.60.35 crore(net) have been
 recognized as on 31st March, 2014 in respect of unabsorbed depreciation
 and losses carried forward for set-off against taxable income in future
 based on notification dated 3rd April, 2014 of Modified New Pricing
 Policy of urea by Government of India thereby having convincing
 evidence of certainty of utilization of deferred tax assets.
 
 SHORT-TERM BORROWINGS
 
 The short-term borrowings of the company as at 31st March, 2014, stood
 at Rs. 4039.67 crore (Rs.1703.29 crore as at 31st March, 2013), which
 include cash credit utilization, short-term loans, working capital
 demand loan, commercial papers, etc. Delay in receipt of urea subsidy
 and increase in input prices lead to more borrowings for meeting
 working capital requirements. Short-term borrowings included borrowings
 of Rs.1915 crore under Special Banking Arrangement of Government.
 
 LONG-TERM BORROWINGS
 
 Changeover of feed stock from LSHS/FO to Gas at Nangal, Panipat and
 Bathinda units was funded by Rupee Term Loan of Rs.3850 crore from
 consortium of thirteen Banks with SBI as lead Bank and Rs.216 crore
 through own generation of funds. As on 31st March, 2014 long term loans
 of Rs.3080 crore were outstanding. These funds are reimbursed by
 Government of India under the policy over a period of five years post
 declaration of commercial production for changeover of feedstock
 projects.
 
 Energy Saving and Urea Capacity Augmentation Project at Vijaipur-I,
 Urea capacity Augmentation Project at Vijaipur- II and installation of
 Carbon-Dioxide Recovery (CDR), were commissioned in the financial year
 2012-13. The urea capacity has been enhanced by 20%. For these
 projects, 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. Buyer''s credit of Rs.61.25 crore has been repaid and amount
 ofRs.35.12 crore was outstanding.
 
 Total debt equity ratio as on 31st March, 2014 has increased to 2.36:1
 as compared to 2.47:1 of CPLY mainly due to repayment of long term
 loan.
 
 GOI DISINVESTMENTS
 
 To comply with the Securities and Exchange Board of India (SEBI) norms
 disinvestment of 7.64% GoI shares was carried out on 31st July, 2013
 through offer for sale route thereby reducing GOI shareholding to 90%
 from 97.64%. The Government equity was further reduced to 89.71% when
 the Government sold shares to the employees of the Company in June,
 2014.
 
 RELATED PARTY DISCLOSURES
 
 Accounting Standard-18 relating to ''Related Party Disclosure'' issued by
 ICAI requires disclosure of relationship and transactions between a
 reporting enterprise and its related party. Pursuant to the said
 requirement, Company for the purpose of related party disclosure has
 identified the whole time Directors as the Key Management Personnel
 (KMP) and disclosure of relationship with joint venture Company i.e.
 M/s. UVL. Accordingly, related party disclosures in respect of key
 management personnel, joint ventures and transaction with related
 parties has been made in the Notes to Accounts.
 
 DIVIDEND
 
 In view of the loss incurred by the Company and future capital
 expenditure, Board of Directors have not recommended any dividend for
 the financial year 2013-14.
 
 OPERATIONS
 
 Production
 
 The company produced 36.36 lakh Metric Tonnes of Urea during the
 financial year 2013-14, which was 102 % of the revamped capacity and
 the highest ever production achieved in a year by the Company so far.
 Vijaipur unit as a whole produced 21.69 lakh MT of urea during the
 year, which is also the highest-ever production achieved in a year.
 Vijaipur I and Vijaipur II achieved a capacity utilization of 100.66%
 and 109.06% of their revamped capacity respectively.
 
 The new front end ammonia plant on natural gas feed under feed stock
 change over project at Nangal was successfully commissioned and after
 stabilization of the plant, commercial production was declared with
 effect from 18th July 2013. The annual production at Nangal unit
 remained lower than installed capacity due to limitations during
 commissioning and stabilization of the plant and extended shutdown from
 January to March 2014 for maintenance jobs. There had been a shortfall
 of 83670 MT of urea at Nangal during 2013-14, which has been partly
 compensated through additional production of 49,030 MT from Bathinda
 Unit.
 
 Company achieved record production and despatch of 12.637 lakh MT of
 Neem Coated Urea during the year.
 
 INPUT AVAILABILITY
 
 Due to decline in the availability of Administered Pricing Mechanism
 (APM)/ Non-APM and Panna Mukta Tapti (PMT) Gases, spot gas was procured
 during the year to sustain production at optimum levels. 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. Out of total requirement of 0.9 mmscmd gas at Bathinda,
 domestic gas of 0.7 mmscmd is under allocation.
 
 SALES & MARKETING
 
 Urea
 
 Company achieved ever-best urea sale of 36.87 lakh tonnes of Urea
 (including 12.66 lakh tonnes of Neem coated Urea) against previous
 ever-best of 34.73 lakh MT in 2004 and 31.62 lakh MT of CPLY.
 
 INDUSTRIAL PRODUCTS
 
 The sale of Industrial Products was of Rs.50.53 crore against Rs.72.34
 crore of CPLY. Lower turnover of Industrial Products is attributed to
 high market prices of ammonia for production of nitric acid, ammonium
 nitrate, etc. and with conversion to natural gas, generation and sale
 of industrial gases, argon has stopped.
 
 AGRI-BUSINESS
 
 The Company has been making regular forays into diverse agri-based
 business viz. trading of seeds, Bentonite Sulphur, Zinc Sulphate
 pesticides, etc. During the year, Company has traded agriculture
 product of Rs.32.78 crores, marginally higher than previous year.
 
 AGRI EXTENSION
 
 NFL is playing a pivotal role in not only providing quality fertilizers
 to the farmers but educating them on judicious use of fertilizers along
 with total know how on improved and scientific methods of cultivation
 to improve soil productivity. The adoption of technology for increasing
 crop yield and land productivity is facilitated by training and
 adequate dissemination of knowledge to all stakeholders like dealers,
 retailers, farmers, etc. In line with this, 50 Dealer''s/Retailer''s
 Orientation Programmes were conducted during the year. Also 110 farmer
 training programmes were organized in Company''s marketing territory
 spread across 17 states and union territories with overall
 participation of 6540 farmers.
 
 During the year, a project was undertaken by NFL in 25 farmer fields to
 promote soil test based and efficient use of fertilizers and other
 agriculture inputs that is crucial in enhancing agriculture production.
 
 During the year 330 demonstrations were also carried out at farms to
 demonstrate the effect of balanced use of fertilizers and
 bio-fertilizers on crop growth and yield as compared to farmer''s own
 practices. More than 38,000 soil samples were analyzed and
 recommendations given through the Company''s captive five static and
 four mobile soil testing laboratories.
 
 During the year, your Company participated in 30 krishi melas organized
 by leading agriculture universities in Punjab, Haryana, Uttar Pradesh,
 Uttarakhand, Madhya Pradesh, evaluating effective direct communication
 with farmers.
 
 MOBILE FMS (mFMS)
 
 Government of India, Department of Fertilizers has introduced Mobile
 based Fertilizer Monitoring System (mFMS) to monitor and track the
 movement of fertilizers from the manufacturing unit to the farm gate as
 a step towards facilitating implementation of Direct Cash Transfer of
 Subsidy to farmers. Company has successfully implemented the mFMS i.e.
 tracking of first point sale upto wholesalers and the second point sale
 upto retailers. With this, the Company till 31st March, 2014 is
 entitled for balance 5% subsidy w.e.f. 1st November, 2012 withheld by
 Government of India for implementing this system.
 
 Company has been entrusted to implement Phase-II pilot project of the
 mFMS i.e. capturing and digitilizing the sales transactions from
 retailers to farmers for the district of Nawanshehar in Punjab.
 
 PROJECTS
 
 NFL Marches Towards Cleaner Feedstock
 
 Company has implemented the capital schemes for change over of
 feedstock from Fuel Oil to Natural gas at Panipat, Bathinda and Nangal
 involving a total investment of 4066 Crore. The projects have been
 implemented by M/s Larsen & Toubro Mumbai with Technology License from
 M/s HTAS Denmark at Panipat & Bathinda and by Consortium of M/s
 Tecnimont SpA Italy & M/s Tecnimont ICB Mumbai with Technology License
 from M/s KBR USA at Nangal on Lump Sum Turnkey (LSTK) basis. M/s
 Projects & Development India Limited (PDIL) has provided the Project
 Management Consultancy services for all the three conversion projects.
 The Urea production from the plants post feedstock changeover was
 declared Commercial on 28th March 2013 at Panipat, 11th March 2013 at
 Bathinda and 18th July 2013 at Nangal.  The plants are now fully
 operational and envisaged reduction in energy consumption has been
 achieved.
 
 JOINT VENTURES
 
 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 and Joint Venture Agreement
 are in progress.  Environment impact and risk assessment is being
 carried out. Department of Fertilizers (DoF) has accorded approval for
 26% equity investment by the Company in joint venture Company.
 
 HUMAN RESOURCE MANAGEMENT
 
 The Company considers its Human Resources as most important assets and
 makes sustained efforts for the development of its manpower. Company
 has a well-established Human Resource Department to cater to the
 training needs of employees, keeping in view the changing technology
 and overall business environment.
 
 The Company has manpower strength of 4068 employees as on 31st March,
 2014, which comprise of 1803 Executives and 2265 Non- Executives.
 Company has 222 women employees on its roll, which is 5.46% of the
 total work force.
 
 To improve skills and instill behavioural and personality development
 traits in all supervisory staff and managerial cadre, Company organized
 a number of training programmes (in-house as well as external) on
 contemporary subjects during the year. The training programmes were
 identified through Performance Management System by systematizing
 organizational needs with individual needs. In these diverse
 programmes, 13722 man-days training was imparted to employees.
 
 Employees'' participation in Management is an essential ingredient of
 industrial democracy, which implies mental and emotional involvement of
 employees in the management of enterprise.  Company 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.
 
 Your Company continues to make efforts for improving employees'' health,
 well-being and welfare. For achieving these objectives, various welfare
 schemes exists in the Company related to subjects such as education,
 medical, benevolence, housing, Social security scheme, NFL Employees
 Family Economic & Social Rehabilitation Scheme, Defined Contribution
 Superannuation Pension Scheme, etc. Company has also put in place
 mediclaim policy for providing medical facilities to the retired
 employees.
 
 PROMOTION OF OFFICIAL LANGUAGE
 
 The Company is making all efforts for the propagation and
 implementation of official language policy of the Government of India.
 The quarterly meeting of Official Language Implementation Committee
 (OLIC) is regularly held in all the Units/Offices of the Company to
 review the progress of official language. 28 Meetings of OLIC were held
 during the year.
 
 To promote Official Language Hindi, 27 Hindi Workshops were organized
 during the year in which 591 employees participated. Hindi Pakhwara was
 organized in all the Units/Offices of the Company to mark the Hindi
 Day. During the year 45 programmes/competitions were held for the
 promotion of Hindi in which 1095 employees participated. 52 employees
 were awarded cash prizes under the ''Cash Incentive Scheme'' for doing
 their official work in Hindi.
 
 Corporate Office received 2nd Prize (Rajbhasha Shield) from Town
 Official Language Implementation Committee, NOIDA. Panipat Unit was
 awarded 3rd prize ''Rajbhasha Shield'' by the Office of the Regional
 Implementation (North Region), Department of Official Language.
 
 Initiatives taken for development of employees belonging to Scheduled
 Castes /Scheduled Tribes / Other Backward Classes (SC/ST/OBC
 categories).
 
 An Implementation Cell is functional in all Units / Offices of the
 Company to oversee the implementation of Presidential Directives on
 Reservation Policy for SCs/STs. Liaison Officer of appropriate status
 has been appointed in each Unit/Office to ensure due compliance of
 orders and instructions pertaining to reservation for SCs and STs and
 other concessions admissible to them. Meetings are periodically held at
 Unit level and at Corporate level with the SC/ST Welfare Associations
 by the Management for redressal of grievances of SC/ST employees. As a
 mark of respect to Dr. B.R. Ambedkar, his birth anniversary and
 Parinirvan Diwas are observed at all Units/Offices of the Company in a
 befitting manner. The programmes on implementation of Presidential
 Directives are held at Units and SC/ST employees are also deputed for
 such programmes conducted by external agencies. During 2013-14, 3517
 man-days training (in-house as well as external training programmes)
 was imparted to SC/ST employees. 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
 
 Your Company is making use of information technology in various
 business functions. Most of the applications are on line.
 Implementation of Enterprise Resources Planning (ERP) software are in
 progress in the Company to seamlessly integrate all functional areas
 across the company for a speedy & accurate decision making process. A
 secured and robust data center shall be set up to house the ERP
 application, subsequently followed by a Disaster recovery Center to
 ensure interruption free operations.
 
 All the Units, Corporate Office and Zonal Offices are interconnected
 through secured MPLS based Virtual Private Network (Wide Area Network)
 and access to various facilities like e-Mail, Internet, web based
 applications has been provided to the employees. The Company is
 envisaging to establish video conferencing facility amongst corporate
 office and its units.
 
 Across the Company e-procurement, e-payment and e-receipt facilities
 are in use extensively, which has brought about efficiency and
 transparency in the business system.
 
 INDUSTRIAL SAFETY, ECOLOGY & POLLUTION CONTROL
 
 Your Company remained focused towards achieving sustained energy
 efficiency operation of its ageing manufacturing facilities while
 maintaining pollution free environment and process safety. All
 manufacturing units continue to be ISO 9001-2008, ISO 14001-2004 and
 OHSAS-18001 certified which indicates company''s commitment to Quality
 Management System, Environment Management System and Occupational
 Health and Safety System. Your Company has won numbers of safety
 awards, which have been enumerated later.
 
 Board level Health and Safety Committee is meeting at regular intervals
 to address the health and safety issues of all the Units. Quarterly
 review meetings are conducted regularly at all units. Modern method and
 latest technologies such as ''International Sustainable Rating System'',
 Total Quality Management'' and ''Hazard and Operability Study'' are being
 implemented to improve process safety. At all the Units workshops on
 safety were conducted by in-house and outside experts. In addition,
 monthly meetings of Central Safety Committee were also conducted at all
 the Units.
 
 Recognizing the need to balance human economic development with
 environment protection, Company has adopted the concept of sustainable
 development. A separate chapter 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
 
 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, rain-water harvesting and ground water
 recharging, promotion of non-conventional energy resources.  During the
 year, Company incurred an expenditure of Rs.76 lakhs on CSR activities
 against. Company has started a project for installation solar street
 lights in various remote villages of Uttarkashi Chamoli and Tehri
 Garwal cloud burst, flood affected districts of Uttarakhand Company has
 also taken initiatives to help the Phailin affected areas of Odisha.
 
 The major CSR initiatives undertaken by your Company are detailed in a
 separate report as Annexure-VII.
 
 THE RIGHT TO INFORMATION ACT 2005
 
 Keeping up the spirit of Right to Information Act, the Company has
 created necessary mechanism as required under the Act. The Public
 Information Officers and Appellate Authorities are effectively
 responding to the requests and appeals of the applicants. The names of
 all PIOs / Appellate Authorities/ Transparency Officer are displayed on
 company''s website. During the year, 315 applications were received and
 the information was provided to the applicants within the prescribe
 time limit. Further, in order to promote institutional transparency
 within the Company, a
 
 WHISTLEBLOWER POLICY
 
 Your Company relies in transparency and propriety in its business
 dealings. To take this object further, Company has put in place a
 Whistle Blower Policy providing for a mechanism to the employees and
 other stakeholders to report concerns about unethical behaviour, actual
 or suspected fraud or violation of Code of Conduct or Ethics Policy.
 The policy provides for adequate safeguards against victimization of
 whistle blowers. The policy is reviewed periodically.  No employee has
 been denied access to the Audit Committee.
 
 INTEGRITY PACT
 
 Integrity Pact is a tool developed during 1990 by Transparency
 International to help Governments'' Businesses and Civil Society to
 fight corruption in the field of public contracting and procurement. To
 maintain the highest standards of transparency and governance, your
 Company has entered into an Integrity Pact with Transparency
 International. All contracts valuing above Rs.1 crore are covered under
 the Integrity Pact. Company has appointed Independent External
 Monitors, persons of impeccable integrity, with the approval of Central
 Vigilance Commission, to oversee the implementation and effectiveness
 of the Integrity Pact. Company is sure that this will help to bring
 more transparency in the contracting and procurement operations.
 
 VIGILANCE
 
 In vigilance, the focus was on promoting good governance, Apart from
 streamlining the systems and providing flexibility to the Units to
 perform better, effort was made to build confidence across the
 organization to facilitate faster decision making. Due thrust was given
 to maintain high degree of awareness amongst the employees. In order to
 impart proper training to the employees, a calendar was prepared for
 organizing training programme/workshops, relating to vigilance
 activities at various offices/units of the Company. Involvement of all
 employees in these programmes helped to create an environment of
 ethical growth in the Company. Interactions were organized between the
 vigilance functionaries and the line managers on regular basis.
 
 MoU
 
 NFL has signed the MoU for 2013-14 with Department of Fertilizers,
 which is the 24th year of the Company under MoU system. Company
 received 12 EXCELLENT ratings for the MoU continuously upto 2011-12.
 MoU rating for the fiscal year 2012-13 has been Good since projects
 undertaken by the Company were under commissioning and post
 stabilization stage affecting the production performance of the
 Company.
 
 AWARDS & ACCOLADES
 
 a) Panipat Unit has won National Level Safety Award SHRESHTHA SURAKSHA
 PURASKAR by National Safety Council (NSC), Mumbai (India) for 2012.
 
 b) NFL Bathinda Unit won the NSC safety award Parsansa Patra for
 2012.
 
 c) Panipat unit has received National Safety Award (Runner-Up) for
 the performance year 2011, from DGFASLI under Ministry of Labour &
 Employment. The Award was presented by Union Minister for Labour &
 Employment 18th September 2013 at Vigyan Bhawan, New Delhi.
 
 d) Panipat Unit has also bagged National Level Safety Award Shreshtha
 Suraksha Puraskar from National Safety Council, Mumbai (India) among
 manufacturing sector (Group-B) for the year 2012.
 
 e) Bathinda Unit has been awarded two Prashansha Patra for Safety in
 Manufacturing Sector and construction for Ammonia Feedstock Changeover
 Project (AFCP) on 4th October 2013 at New Delhi on behalf of National
 Safety Council (NSC) of India.
 
 f) NFL has been awarded running Rajbhasha shield (First Prize) from
 Town Officials Language Implementation Committee, Noida for doing
 outstanding performance in the use of Rajbhasha Hindi during 2011-12
 
 g) Panipat Unit has received FAI award for excellence in Safety for
 2012-13.
 
 h) National safety Council of India (NSCI) awarded fourth level safety
 Award Prashansa Patra (Certificate) for 2013 to Bathinda Unit in
 recognition of effective implementation of Occupational Safety Hazard
 Management System & Procedures.
 
 i) Ms Neeru Abrol, C&MD, National Fertilizers Limited has been
 conferred with The Greatest Corporate Leaders of India'' Award by World
 HRD Congress in a ceremony held at Mumbai.
 
 j) Bathinda Unit has received first prize Punjab State Safety award
 2013 from the Department of Labour, Punjab in recognition of largest
 reduction in Accident Frequency Rate in Chemical Industry.
 
 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. Prem Gupta & Co., Chartered Accountants, who were
 appointed as Joint Statutory Auditors for the financial year 2013-14 by
 Comptroller & Auditor General of India (C&AG). Auditors'' Report on the
 Accounts of the Company for the financial year ended 31st March, 2014
 is at Annexure-II.
 
 The review of Annual Accounts of your Company for the year ended 31st
 March, 2014 by the C&AG under Section 619(4) of the Companies Act, 1956
 forms part of this report as Annexure-III.
 
 COST AUDIT
 
 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 Report for
 the financial year 2012-13 was filed on 20th December, 2013. The
 following cost auditors have been appointed for the financial year
 2013-14 for the NFL Units:-
 
 (i) Vijaipur I and II - M/s. Sanjay Gupta & Associates.
 
 (ii) Nangal - M/s. Shome & Bannerjee
 
 (iii) Panipat - M/s. Ravi Sahni & Company
 
 (iv) Bathinda - M/s. V.P Gupta & Co.
 
 M/s. Shome & Bannerjee, Cost Accountants have been nominated as lead
 Cost Auditors.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of Corporate
 Governance being the fountain head of value creation for all
 stakeholders especially shareholders. The Company has in place a well
 defined Corporate Governance Mechanism which considers the interests
 of all stakeholders. A separate 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, Technology Absorption and Foreign Exchange
 earnings & 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.
 
 PROCUREMENT FROM MICRO AND SMALL ENTERPRISES (MSEs)
 
 Public Procurement Policy for Micro and Small Enterprises notified by
 the Government of India, under the Micro, Small and Medium Enterprises
 Development Act, 2006, mandates that at least 20% of the total annual
 procurement of goods and services shall be made by Central Ministries /
 Departments / CPSUs from Micro and Small Enterprises.  Within this
 mandated percentage, a sub target of 4% procurement is to be made from
 MSEs owned by SC/ST entrepreneurs. Requisite information for the year
 2013-14 is annexed as Annexure-IX.
 
 DIRECTORS
 
 Ms. Neeru Abrol, Director (Finance) was relieved from the Company on
 31st December, 2012 and subsequently on reinstatement by Department of
 Fertilizers on 2nd May, 2014 rejoined on 10th May, 2013. She held the
 additional charge of Chairperson & Managing Director from 22nd August,
 2013 and regular charge with effect from 15th May, 2014.
 
 Shri R.G. Rajan, Chairman & Managing Director, Rashtriya Chemicals &
 Fertilizers Limited held additional charge of Chairman & Managing
 Director of the Company till 22nd August, 2013.
 
 Shri C.M.T. Britto, Director (Technical), Rashtriya Chemicals &
 Fertilizers Limited held the additional charge as Director (Technical)
 of the Company w.e.f. 7th May, 2013 to 31st October, 2013.
 
 Shri M. Sagar Mathews has joined as Director (Technical) on 1st
 November, 2013.
 
 Shri Vikram Srivastava, Ex-DG, Bureau of Police Research & Development
 (BPR&D), CRPF / ITBP was appointed as Part-time Non-official
 Independent Additional Director w.e.f. 6th May, 2013 and was elected as
 Director at the AGM held on 17th September, 2013 liable to retire by
 rotation. Further, notice has been received u/s 160 of Companies Act,
 2013 for appointment of Shri Srivastava as an Independent Director at
 the Annual General Meeting.
 
 Shri M. Raman, Ex-Secretary to the Government of India, was appointed
 as Part-time Non-official Independent Additional Director we.f. 6th
 May, 2013 and was elected as Director at the AGM held on 17th
 September, 2013 liable to retire by rotation. Further, notice has been
 received u/s 160 of Companies Act, 2013 for appointment of Shri Raman
 as an Independent Director at the Annual General Meeting.
 
 Shri Gurinderjit Singh Sandhu, IAS (Retd.) has been appointed as
 Part-time Non-official Independent Additional Director w.e.f. 21st
 February, 2014 and shall be holding office till the ensuing Annual
 General Meeting. Further, notice has been received u/s 160 of Companies
 Act, 2013 for appointment of Shri Sandhu as an Independent Director at
 the Annual General Meeting.
 
 Shri Rajiv Yadav, Additional Secretary & Financial Adviser, Department
 of Fertilizers, Government of India, has been appointed Additional
 Director on 17th July, 2014 and shall be holding office till the
 ensuing Annual General Meeting.  Further, Notice has been received u/s
 160 of Companies Act, 2013 for appointment of Shri Yadav as Director at
 the Annual General Meeting liable to retire by rotation.
 
 Shri Munikoti Niranjan Rao ceased to be a Director of the Company on
 5th May, 2014.
 
 Shri Suresh Chander Gupta, ceased to be a Director of the Company on
 22nd May, 2014.
 
 Shri Satish Chandra ceased to be a Director of the Company on 30th
 June, 2014.
 
 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, 2014.
 
 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 2013-14 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;
 
 iv.  the Directors have prepared the Annual Accounts on a going concern
 basis.
 
 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.
 
 Board places of record its appreciation to the contributions made by
 the retiring directors. The Board would also like to place also 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
 
 Registered Office:        (Neeru Abrol)
 
 Scope Complex, Core 3,     Chairperson & Managing Director
 
 7 Institutional Area,
 
 Lodhi Road, DIN 01279485
 
 New Delhi-110003
 
 Date : 31st July, 2014
Source : Dion Global Solutions Limited
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