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Coromandel International Ltd - Directors' Report

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Your Board of Directors have pleasure in presenting the 54th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2016.

Summary of Financial Results

` In crore
2015-16 2014-15
From Operations 11500 11285
Other 64 56
Total Revenue 11564 11341
Profit before Interest, Depreciation and Taxation 836 908
Less: Interest 220 209
Depreciation 106 103
Profit Before Exceptional Items & Tax 510 596
Exceptional Item 25 (4)
Profit Before Tax 535 592
Less: Provision for Tax 174 189
(including deferred tax credit)
Profit After Tax 361 403

Transfer to Reserves

The Company proposes to transfer Rs. 300 crore to the General Reserves of the Company and retain Rs. 532.11 crore in the Statement of Profit and Loss.


Your Directors are pleased to recommend a Dividend of Rs. 4/- per equity share of Rs. 1/- each. The total outgo for the year would be Rs. 140.25 crore, including dividend distribution tax of Rs. 23.72 crore.


It was a challenging year for Indian agriculture, where second consecutive El Nino occurrence (17 per cent rain deficit over normal levels) affected crop sowings and likely to result in a flat food grain output. Reservoir levels in the Company`s primary markets of Andhra Pradesh, Telangana, Karnataka and Maharashtra remained low, impacting nutrient applications. Coupled with softening commodity environment and low rural wage growth, the agrarian landscape was subdued during the year.

Inspite of these tough market conditions, the fertiliser industry improved its volumes by 18 per cent. However, with consumption falling due to lower rains, the channel is expected to carry higher inventory compared to previous year. Globally also, the nutrient and agro chemical segments declined as falling crop prices, depreciating currency and El Nino phenomenon impacted the demand for agri inputs.

Amidst the global and seasonal headwinds, your company displayed resilience to improve its performance during the year. With topline growth of 2 per cent, your Company consolidated its position as a leading agri solutions provider. Your Company strengthened its brand presence across major markets by offering its bouquet of agri inputs, comprising of fertilisers and organic manure, specialty nutrients and crop protection products. The Retail SBU improved its operational performance and strengthened its value proposition of trust, quality and farm advice across Andhra Pradesh, Telangana and Karnataka.

During the year, the phosphatic fertiliser business increased its sales volumes by 5 percent, though market share witnessed a drop on account of higher industry sales in non-operating markets. In its primary markets of Andhra Pradesh, Telangana and Tamil Nadu, the Company improved its market share and secondary markets of West Bengal, Madhya Pradesh and Chhattisgarh also witnessed a turnaround. Company`s unique product offerings have been well received by the customers, which resulted in significant improvement in brand equity score and higher acceptance by the farming community. The unique grades, which currently constitute a third of the portfolio sales, have helped in strengthening the brand and offered differentiated nutrient solutions. With new grades like 17:17:17 and 20:20:0 (with 13 percent elemental Sulphur) launched during the year, your Company has positioned itself towards offering unique value proposition to its customers. On the operations front, the Company continued its focus towards employee safety which resulted in Total Reportable Injuries Rate (TRIR) per million man hours at less than 1 level. Process Safety Management System (PSMS) was implemented across all the fertiliser units that has improved operational environment. Vishakhapatnam unit completed its restoration during 1st half of 2015-16 post the damages caused by Hud hud cyclone in 2014 and investment on structural integrity continued across the fertiliser units. The phosphoric acid constraints were effectively managed by altering the product mix and developing operational flexibility to manufacture grades at multiple sites. Cost reduction initiatives through cross functional teams rolled out during the year improved the operational efficiencies and reduced manufacturing costs across the plants.

Crop protection business achieved healthy turnover in export markets, due to high demand of its key molecule Mancozeb and better profitability facilitated by higher margins, lower raw material and utilities cost and depreciating rupee. The improved performance of Technical segment partially cushioned the drop in domestic formulations business, which was impacted by seasonal failure. The capacity augmentation projects were undertaken at Sarigam unit in Gujarat and the plants have improved on effluent treatment systems. R&D product synthesis lab at Hyderabad worked closely in areas of improving product quality, process improvement, product development (off patent and combinations) and building technical capabilities.

Specialty Nutrients business, which comprise of Water Soluble Fertilizers (WSFs), Sulphur products and Micronutrients continued its shift towards crop based approach. It launched crop specific product, Speedfol Cotton, which was well received by the market. In addition, prilled variant of Potassium Nitrate and micronized sulphur were introduced to address the application related gaps. Brand building initiatives through crop focused campaigns received good mileage from the dealers and farmers.

The Organic manure SBU continues to be the market leader in the organized space and business further consolidated its position by introducing value added granulated product offerings. While volumes remained at last year levels, the SBU improved its sourcing efficiency and handling operations. With Government`s increased focus towards Organic manure promotion in form of market development assistance and organic farming, Business is well positioned to partner with the farming community to improve soil health and crop output.

The Retail SBU put up a creditable performance despite adverse seasonal conditions impacting sowings and agri input consumption in its operating areas of Andhra Pradesh, Telangana and Karnataka. Business improved its performance in non fertiliser segment, increasing its share over the previous year. Inventory management, field force productivity activities and cost optimization initiatives were undertaken to improve operational efficiencies. Retail SBU expanded its digital presence to augment customer connect, product promotion & delivery approach. Business conducted more than 150 webinars across the retail outlets that improved farmer reach and knowledge dissemination through agri experts. Nutrient recommendations based on soil maps through "Gromor Nutrient Manager" tool were extensively used to improve farm productivity. For its innovative approach towards plant nutrition, the Company won prestigious "Flame Asia Awards 2016"organized by "Rural Marketing Association of India.

In SSP business, post-acquisition of erstwhile Liberty Phosphate Ltd in 2013-14, the Company has expanded its presence across western, central and northern India. During the year, the Company improved its market share to 13.5 percent through its continued focus towards delivering quality solutions to the farming community. Quick test kits, developed to demonstrate the `P` content in the product, were aggressively promoted across the locations to improve the quality awareness among the farmers. Business was certified for Integrated Management System (ISO 9001 for Quality Management, ISO 14001 for Environment Management and OSHAS 18001 for Occupational Health and Safety Management System) by British Standards Institution. Zincated SSP variant `Magik` was introduced and has received positive feedback from the market.

Overall, your Company has recorded a total revenue of Rs. 11,564 Crore. Profit for the year before depreciation, interest and taxation was Rs. 861 crore and Profit before tax was Rs. 535 crore. Net Profit after tax was Rs. 361 crore.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors` Report.

Directors` Responsibility Statement

The Directors` Responsibility Statement pursuant to the provisionsof Section 134(3)(c) and 134(5) of the Companies Act, 2013 ("the Act") is appended as Annexure A to this Report.

Consolidated Financial Results

Consolidated Financial Statements incorporating the operations of the Company, its Subsidiaries, Associates and Joint Venture Companies is appended. As required under the provisions of Companies Act 2013, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as Annexure B to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company and its subsidiary companies on request and will also be kept for inspection in the Registered Office of the Company.

Subsidiary Companies:

Brief details of the performance of the subsidiaries of the Company are given below.

a) CFL Mauritius Limited:

CFL Mauritius Limited, a wholly owned subsidiary, incurred loss of US $ 0.04 million (equivalent to Rs. 0.23 crore) during the year ended December 31, 2015. Primary source of income for this subsidiary is dividend income from Foskor (Pty) Ltd. and the subsidiary did not receive any dividend from Foskor during the year 2015.

b) Parry Chemicals Limited (PCL):

PCL, a wholly owned subsidiary of the Company, earned a total revenue of Rs. 1.21 crore for the year ended March 31, 2016 and Profit after Tax was Rs. 0.49 crore.

c) Dare Investments Limited (DIL):

DIL, a wholly owned subsidiary of the Company, did not have any significant operations and incurred a loss of Rs. 0.01 crore for the year ended March 31, 2016.

d) Liberty Pesticides and Fertilisers Limited (LPFL):

LPFL, a wholly owned subsidiary of the Company, did not have any significant operations during the year 2015-16. It earned a profit of Rs. 0.11 crore for the year ended March 31, 2016.

e) Coromandel Brasil Limitada (CBL):

CBL, a Limited Liability Partnership, owned 100% by the Company and its subsidiary CFL Mauritius Ltd., is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India. It incurred net loss of Brazilian Reals 0.19 million (equivalent to Rs. 0.37 crore) for the year ended December 31, 2015.

f) Sabero Organics America SA (SOAL)

SOAL is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India. It made a net profit of Brazilian Reals 0.03 million (equivalent to Rs. 0.06 crore) for the year ended December 31, 2015.

g) Sabero Australia Pty Ltd. (SAPL)

SAPL did not have any significant operations during the year 2015-16. It incurred a net loss of AUD 0.03 million (equivalent to Rs. 0.17 crore) for the year ended March 31, 2016.

h) Sabero Europe BV (SEBV)

SEBV is primarily engaged in getting product registrations in Europe and procuring orders for supplies from India. It did not have any significant operations during the year ended March 31, 2016.

i) Sabero Argentina SA (SA)

SA is primarily engaged in getting product registrations in Argentina and procuring orders for supplies from India. It made a net profit of Peso 0.01 million (equivalent to Rs. 0.01 crore) for the year ended December 31, 2015.

j) Coromandel Agronegocios De Mexico SA de CV (CAM)

During the financial year, name of subsidiary viz. Sabero Organics Mexico SA De CV was changed to Coromandel Agronegocios De Mexico SA de CV. CAM is primarily engaged in getting product registrations in Mexico and procuring orders for supplies from India. It made a net profit of Peso 3.56 million (equivalent to Rs. 1.44 crore) for the year ended December 31, 2015.

Joint Venture Companies

Brief details of the performance of the Joint Venture (JV) companies of the Company are given below:

a) Coromandel SQM (India) Pvt Ltd. (CSQM)

CSQM manufactures Water Soluble Fertilisers (WSF) at Kakinada, Andhra Pradesh and offers Speciality Nutrition Solutions to institutional clients. During the year, the JV launched WSF product `Speedfol Cotton SP` and undertook efficacy trials for developing other crop solutions. The JV Company has earned a total income of Rs. 45.84 crore for the year ended March 31, 2016 and the net Profit was Rs. 1.51 crore.

b) Yanmar Coromandel Agrisolutions Private Limited (YCAPL)

YCAPL, a Joint venture company that commenced operations in July 2014, recorded a sales of Rs. 14.47 crore in FY 2015-16 and a net loss of Rs. 6.46 crore. The Company is currently in the business of importing and marketing of rice transplanters in the Indian market. With rising pressure on resources and significant benefits of mechanical transplanting over manual transplanting, the sector offers a positive outlook. During the year, the JV Company has started a state of the art service center in West Godavari district of Andhra Pradesh in order to provide efficient and timely after sales service. The JV company is also evaluating other products that are suitable for the Indian market. Coromandel holds 40% equity in the JV Company and the balance is held by Yanmar (40%) and Mitsui (20%).

c) Coromandel Getax Phosphates Pte. Ltd (CGPL)

CGPL, a Joint Venture Company based in Singapore was formed for leveraging opportunities for rock phosphate mining. It incurred a loss of US $ 0.10 million (equivalent to ` 0.67 crore) for the year ended March 31, 2016.

The Board at its meeting held on April 27, 2016 has decided to close this Joint venture (JV) as the JV could not achieve the objective of identifying opportunities for rock phosphate mining / sourcing, even after a lapse of 8 years.

Associate Company

a) Sabero Organics Philippines Asia Inc (SOPA)

SOPA, an associate company, is based in Philippines and did not have any significant operations during the year 2015-16.

Strategic Investment

a) Tunisian Indian Fertilisers S.A., Tunisia (TIFERT)

TIFERT, a company based in Tunisia, manufactures phosphoric acid which is a key raw material for operating Phosphatic fertiliser plants. Your Company`s strategic investment in TIFERT (15% equity) is aimed at securing uninterrupted supply of phosphoric acid for the Company`s operations at Kakinada and Visakhapatnam. During the year, TIFERT could not operate at desired capacity due to lower supplies of phosphate rock on account of social unrest in the region. However, the situation is beginning to improve and the Plant operations remained uninterrupted during the last quarter of 2015-16 which resulted in improved rock supplies and higher acid production. Coromandel has extended technical assistance to the plant by providing Instrumentation support and undertaking improvement jobs during the year.

b) Foskor (Pty) Limited, South Africa (FOSKOR)

Your Company, along with CFL Mauritius Limited, holds 14% equity of Foskor (Pty) Limited. During the year, Foskor production got impacted due to operational issues in the plant and union strike which disrupted the acid output. However, the situation has stabilized since and the plant is expected to improve its performance in the financial year 2016-17.

Safety, Health and Environment (SHE)

Your Company gives utmost importance to employee health and safety, given the sensitive nature of operations that involve handling of chemical products. Company has put in robust processes and safety performance indicators to track its SHE performance. During the year, your Company restricted the Total Recordable Injury Rate (TRIR) per million man hours at less than 1. In order to promote employees` involvement in safety management system, SHE performance indicators were linked with the employee performance management system. All the key manufacturing facilities of the Company are certified for International standards of Quality, Safety and Health & Environment (ISO 9001 / ISO 14001 and OHSAS 18001). The Company has voluntarily implemented Process Safety Management System (PSMS) to reduce Process hazardous incidents. Fertiliser sites periodically undergo PSMS audits by external experts and during the year achieved an audit score of 4/4 for its Visakhapatnam site. Your Company continued its efforts to track health indicators of its operating staff working in critical areas through its own occupational health centers. Your Company has also laid special emphasis on contract workmen safety training and encourages safe work culture through safety rewards.

Your Company maintained high standards of environmental performances with all manufacturing facilities operating well within stipulated norms. Kakinada site and all SSP sites demonstrated Zero discharge during the year. To increase transparency, strengthen the environmental performance and standardise compliance through self-monitoring, all manufacturing sites have installed online effluent and emission monitoring devices that continuously upload the data to Pollution Control Board websites which are available to all stakeholders. All manufacturing sites have also significantly contributed to increase in plantation area within the factory premises. Visakhapatnam site continued its commitment towards "Green Visakha", an ambitious plantation project taken up by the District authorities. During the year across the sites, your Company has planted 17,000 units of tree and converted an approximate 30 acres of land as Green Belt.

Corporate Social Responsibility Initiatives

Corporate Social Responsibility (CSR) has been an integral part of your Company`s culture and the Company has been associated in the past directly and through AMM Foundation (an autonomous public charitable trust engaged in philanthropic activities in the field of Education and Healthcare) for contributing towards society`s development. During the year, your Company has undertaken various CSR projects in the areas of education, health and community development targeting inclusive growth and social capital improvement. The Company has also created access to opportunities and resources through its economic development and infrastructure & environment support initiatives. In accordance with the CSR provisions in the Companies Act, 2013 (Act), the Company has formed a CSR Committee and a CSR Policy is in conformity with the provisions of the Act. The CSR Policy can be accessed on the Company`s website at inv_investorsinformation.html. The projects undertaken during the year are in accordance with Schedule VII of the Act. Details of composition of CSR Committee and CSR Projects undertaken during the year and reasons for not spending the balance amount are given in the Annexure C to this Report.


Your Company continues to receive many awards and accolades from industry associations. During the year the Company received the following awards/accolades:

 CMO Asia Retail Excellence Awards - Retailer of the year (Rural Impact & CSR) and Retail Marketing Campaign of the Year (Organizational).

 Awards from Rural Marketing Association of India - Gold Award for ROI Concept; Silver Award for "Gromor Webinars" and Bronze Awards for "Organic Manure promotion" and "Customer Satisfaction Study".

 National Awards from Public Relations Society of India in the categories of "Best Employee Communication" and "Best House Journal".

 Commendation Award for the Kakinada Plant from Bureau of Energy Efficiency.

 Best Performance for operating Phos Acid plant Award for the Vizag Plant from FAI.

 Best Plant Award for Vizag Unit - Energy Efficient Unit Award from CII.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 ("the Act") are given in the Notes to the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public under Chapter V of the Companies Act, 2013 or under the corresponding provisions of Section 58A of the Companies Act, 1956, since 2003 and no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital

The paid up equity share capital of the Company as on March 31, 2016 was Rs. 29.13 crore. During the year the Company had allotted 70,108 equity shares of Rs. 1 each under ESOP Scheme 2007.

Internal Control Systems

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith. The Vigil Mechanism is also placed on the website of the Company.


In accordance with Article 121 of the Company`s Articles of Association, read with Section 152 of the Act, Mr. A Vellayan retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mrs. Ranjana Kumar, who was appointed as an Independent Director by the shareholders at the Annual General Meeting held on July 23, 2014 for a period of two years, has expressed her desire not to seek re-appointment. Mr. Uday Chander Khanna resigned from the Board on March 21, 2016. The Board placed on record its deep appreciation of the valuable contribution made by Mr. Uday Chander Khanna, during his tenure as an Independent Director, as the Chairman of the Audit Committee and also as Chairman of the Board during July - October 2015. Mr. Sameer Goel was appointed as an Additional Director and then as Managing Director of the Company with effect from October 1, 2015, for a period of five years, subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

Mr. Sumit Bose was appointed as an Additional Director (Non-Executive Independent) of the Company with effect from March 21, 2016. All the Independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

Board Evaluation

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, CSR Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

Familiarisation Programme for Independent Directors

On their appointment, Independent Directors are familiarized about the Company`s operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. A manual containing all important Policies of the Company is also given to the directors. Direct meetings with the Chairman and the Managing Director are further facilitated to familiarize him/her about the Company/its businesses and the group practices.

As part of the familiarization programme, a handbook is provided to all Directors including Independent Directors at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, appointment process and evaluation, compensation, Board procedure and stakeholders` expectations. The handbook also provides the Directors with an insight into the Group`s practices. The details of familiarisation programme as above are also disclosed on the Company`s website at

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. Salient features of the Remuneration Policy is set out in the Corporate Governance Report.

Risk Management Policy

The Company has constituted a Risk Management Committee. Details of constitution of the Committee are set out in the

Corporate Governance Report. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Corporate Governance Report / Management Discussion and Analysis Report.

Material Subsidiary Policy

Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations/Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at InvestorsInformation/PolicyOnMaterialSubsidiary.pdf.

Board Meetings

A calendar of Board meetings is prepared and circulated in advance to the Directors. During the year 2015-16, six Board Meetings were held, the details of which are given in the Corporate Governance Report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm`s length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management Personnel which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm`s length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

Audit Committee

The Audit Committee comprises of four directors viz. Mr. Sumit Bose, Chairman, Dr. BVR Mohan Reddy, Mr. Prasad Chandran and Mr. M M Venkatachalam. All the recommendations made by the Audit Committee were accepted by the Board.


M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the last Annual General Meeting held on July 23, 2014. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval.

Cost Auditors

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. V Kalyanaraman and Ms. Jyothi Satish, to audit the cost records of the Company as per details given below:

Name of the Cost Auditor Units covered by the Cost Auditor Audit fees
Rs. in lakhs
Mr. V Kalyanaraman All units of the Company at Visakhapatnam, Kakinada, Ennore, Ranipet (pesticides), Ankleshwar and Jammu 7.00
Ms. Jyothi Satish All units of the Company manufacturing Single Super Phosphate at Ranipet, Udaipur, Hospet, Nandesari - Baroda, Kota, Raigad, Nimrani, Raebareili and the Pesticides Units in Sarigam and Dahej 3.00

The Cost Audit Report for the year 2014-15 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure D to this Report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of ` 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E to this Report.

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure F to this Report.

Corporate Governance

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Regulations, a report on Corporate Governance duly audited is appended as Annexure G for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. R Sridharan & Associates., Practicing Company Secretaries, to undertake the secretarial audit of the Company for the financial year 2015-16. The report of the Secretarial Auditor is enclosed as Annexure H and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Key Managerial Personnel

Mr. Sameer Goel, Managing Director, Mr. S Sankarasubramanian, Chief Financial Officer and Mr. P Varadarajan, Company Secretary are the Key Managerial Personnel (KMP) of the Company. Mr. Sameer Goel joined as Managing Director of the Company on October 01, 2015.

Mr. S Govindarajan was appointed as Manager under the provision of Companies Act, 2013 effective from August 1, 2015. He resigned as the Manager with effect from September 30, 2015.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m) of Section134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure I to this Report.

Employees Stock Option Scheme

The Company has Employee Stock Option Scheme, 2007 and there has been no material change in the said Scheme during the year under review. The Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The disclosures required to be made under Regulation 14 of the said Regulations are available on the Company`s website.


The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board
Place: Secunderabad A Vellayan
Date: April 27, 2016 Chairman

Information under Section 134(3) (m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 and forming part Report to Directors.


With the continued focus on energy conservation, the following initiatives were undertaken by the Company during the year 2015-16 at different plants which led to operational improvement and yielded considerable energy savings during the year.

During the year a special drive was taken up to improve the operational efficiencies in-terms of reduction of specific energy consumption, waste elimination and improve specific steam/power generation. This has led to various improvement projects and has yielded in considerable energy savings during the year.

The Company has reduced the specific power consumption as compared to previous years` norm at the Visakhapatnam Plant, by various initiatives and optimized run of plant even at lower capacity utilisation. Motor audit was conducted at Kakinada and identified low efficiency motors for phase wise replacement, commencing from 2016-17. Energy Efficient best practices are adopted across all manufacturing units like installing Variable Frequency Drives (VFD), Energy Efficient lighting system and Energy Efficient LT Motors. As part of Hud-Hud restoration work at Visakhapatnam Plant, the Company has installed energy efficient lighting in the plant which would cover approx. 40% of total lighting system. Installation of such energy efficient lighting system is also being taken up in phased manner in Ennore and Kakinada Units.

Economisers 1 and 2 were replaced at Vizag to improve the steam generation per ton of Sulphuric acid produced. This would help in additional steam generation of 4 MT per hours at full load there by increasing the power produced substantially.

Details of Capital Investment made by the Company on Energy Conservation measures at its various plants are as follows:

Investment amount
Location Measures undertaken in Rs. Lakhs.
Vizag Economisers I &II replacement 1000.00
Kakinada Energy Efficient LT Motors 7.23
Ennore Energy efficient LT motors 19.00
Ennore Solar lighting 5.00
Ennore Ball mill bypass system for fine rock 8.50
Ennore ACC condenser for CPP 245.00


a. New product UAP 20:20:0:13S with Shell technology was successfully established at Vizag. This is the second product with Shell technology after 24:24:0:8S from Vizag plant.

b. Replacement of PLC system with Distribution Control system was done at Kakinada for Trains A&B for better process control, during the year. With this all the 3 trains at Kakinada are now operated with Distributed Control system (DCS).

A phosphoric acid plant simulator was installed at Vizag plant to improve the training of operating team. With this simulator we have substantially cut down the training time for operators and make them ready for independently handing operations and emergencies.



The Company continued its thrust on development of new products fortified with secondary and micronutrients such as sulphur and zinc. SSP fortified zinc was launched in 2015-16. The Company expanded the Agronomic Research activities in the States of Andhra Pradesh, Telangana and Maharashtra with a aim of testing the performance of new products under different field conditions. The Company initiated large number of research projects at State Agricultural Universities and Central Research Institutes. A Quick Test Kit developed by the Company for checking the quality of SSP in the field was rolled out successfully.

Crop Protection:

During the year 2015-16, the Company strengthened its R&D focus in crop protection business towards product development and process improvement. Company operated through its three in house R&D centers at Ankleshwar, Sarigam and Hyderabad for developing nutrient and crop protection solutions. While Hyderabad R&D center focused on development of new off patent molecules, Ankleshwar and Sarigam R&D centers worked towards process improvement of the existing products. Hyderabad center also plans to convert its Analytical laboratory into a Good Laboratory Practice (GLP) Center, which will help the Business to improve its registration capabilities. Our R&D efforts have helped in introduction of new combination products for crop protection and fertiliser grades, and Company plans to leverage these centers to develop competitive advantage through cost reduction and unique product addition.

Expenditure on R & D

Rs. In Lakhs
2015-16 2014-15
Revenue Expenditure 809 631
Capital Expenditure 112 386
Total 921 1,017
Rs. In Lakhs
2015-16 2014-15
Foreign Exchange Earned 48,749 57,084
Foreign Exchange Outgo 7,35,797 7,50,958


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