Dear Members,
Your Board of Directors have pleasure in presenting the 40th
Annual Report on the business and operations of the Company together with audited
financial statements for the financial year ended March 31, 2025.
1. Standalone Financial Results
The financial performance of your Company on standalone basis is
summarized below:
(Rs. in Crore)
Particulars |
Financial Year |
|
2024-25 |
2023-24 |
| Revenue from Operations |
16,646.20 |
17,966.41 |
| Other Income |
353.32 |
384.26 |
| Total Income |
16,999.52 |
18,350.67 |
| Total Expenses |
14,540.49 |
16,408.08 |
| Profit before Tax |
2,459.03 |
1,942.59 |
| Total Tax Expenses |
802.24 |
611.15 |
Profit for the Year |
1,656.79 |
1,331.44 |
| Other Comprehensive Income for the Year (Net
of Tax) |
74.83 |
92.34 |
Total Comprehensive Income for the Year |
1,731.62 |
1,423.78 |
Retained Earnings - Opening Balance |
6,153.72 |
5,994.94 |
| Add: |
|
|
| Profit for the Year |
1,656.79 |
1,331.44 |
| Any Other Change |
- |
(0.51) |
| Re-measurement (Loss) / Gain on Defined
Benefit Plans |
(0.26) |
(2.02) |
| Less: |
|
|
| Cash Dividend |
320.52 |
312.16 |
| Buyback of Equity Shares |
- |
678.03 |
| Tax on Buyback of Equity Shares |
- |
159.45 |
| Transaction costs towards Buyback of Equity
Shares |
- |
5.37 |
| Amount transferred to Capital Redemption
Reserve upon Buyback of Equity Shares |
- |
15.56 |
| Transfer to Retained Earnings |
- |
(0.44) |
Retained Earnings - Closing Balance |
7,489.73 |
6,153.72 |
Your Company's financial results for the Financial Year 2024-25
has three reporting segments namely, own manufactured fertilisers, complex fertilisers and
crop protection chemicals and speciality nutrients.
Your Directors do not propose to carry any amount to the reserves for
the year under review.
2. Operations
The Company is engaged in manufacture of Urea and has three urea plants
at a single location in Gadepan, District Kota (Rajasthan). The Company markets other
complex fertilisers such as Di-Ammonium Phosphate (DAP), Triple Super Phosphate (TSP),
Muriate of Potash (MOP), NPK fertilisers, Crop Protection Chemicals and Speciality
Nutrients. During the year under review, the Company has forayed into the seeds business,
which substantially completes the agri-input products profile.
During the year under review, the urea facilities continued to operate
at optimum capacity and energy efficiency levels, which were higher compared to the last
year. The overall urea production during Financial Year 2024-25 too, was higher compared
to the previous year i.e. Financial Year 2023-24. The prices of Natural Gas
(feedstock) were less volatile during the year under review. The energy saving schemes
undertaken by the Company during Financial Year 2023-24 are delivering better than
expected benefits, and the energy efficiency of the Company's urea production
facilities continued to be one of the best in the industry. During the year under review,
the Company has bagged the runner-up award for environment protection and best production
performance for Financial Year 2023-2024 from The Fertiliser Association of India
(FAI).
The production of ammonia in the Company is in surplus due to technical
reasons and the excess ammonia is sold by the Company in the market. During the year under
review, the sales of ammonia were lower than the last year as the global prices of ammonia
were subdued, which impacted the domestic market as well.
The year under review, witnessed muted trading in DAP by your Company,
due to policy related issues. Nevertheless, the Company imported adequate quantity of NPK
and MOP to service the channel and in the overall interest of farmers of the country.
The support of Government of India by way of timely release of subsidy
during Financial Year 2024-25, led to your Company keeping its working capital deployment
under control.
The Crop Protection Chemicals (CPC) and Speciality Nutrients (SN)
business continued to grow strongly and registered double-digit growth during the year
under review. During the Financial Year 2024-25, the Company expanded its focus on CPC and
SN business and introduced 12 new products. The Government of India is promoting biogenic
inputs under the PM PRANAM scheme. In the above endeavour, your Company entered into an
Agreement for Research with The Energy and Resources Institute (TERI), to establish the
research centre namely, "CFCL-TERI Centre of Excellence for Advanced and Sustainable
Agriculture Solutions" to carry out end-to-end research and developing innovative
biogenic solutions such as Nano Biotechnology based crop nutrition products,
Biofertilizers, Bio stimulants and Biopesticides over a period of 5 years. This initiative
aims to address the pressing challenges around soil health degradation and poor nutrient
use efficiency. Your Company has also established marketing arrangements with innovator
companies from Japan, US, Europe, and Middle East for access to new age products to fuel
the growth in CPC and SN business.
‘Seed to Harvest', a unique program under the marketing
initiative of your Company, played a significant role in strengthening and expanding the
relationship with both, the farmer and channel partners. During the year under review,
your Company covered approximately 2,862 villages and 3.44 lakh farmers under the
‘Seed to Harvest' program. More than 83,000 soil samples were collected to
support the farmers in improving soil health and enhancing crop productivity. Your
Company's farmer outreach initiatives like the monthly ‘Chambal ki Chitthi'
which reached out to more than one lakh farmers, channel partners etc., and the WhatsApp
BOT hosted over toll-free number connecting more than 14 lakh farmers in 21 campaigns,
strengthened the Company's focus on digital media. Your Company's social media
handles on YouTube, Facebook and Instagram were able to touch base with more than 2 lakh
farmers/viewers via 90 campaigns. The ‘Uttam Santulit Poshan Abhiyan' was
launched to identify best farmer practices and to promote cost effective and environment
friendly alternatives. The program was conducted in 13 states covering more than 42
locations.
Detailed information on the business operations of the Company, the
industry in which the Company operates, and other relevant information are given in the
Management Discussion and Analysis Report attached as Annexure "A" to
this Report.
3. Technical Ammonium Nitrate (TAN) Plant
Your Company is setting up a TAN plant at its existing plant site at
Gadepan, District Kota (Rajasthan), for manufacture of 2,40,000 MTPA of TAN, including a
Weak Nitric Acid (WNA) plant with manufacturing capacity of 2,10,000 MTPA. Lumpsum turnkey
contract has been awarded to M/s. Larsen & Toubro Limited for engineering,
procurement, construction, and commissioning of the plant, while CASALE, Switzerland is
the Process Licensor. All requisite statutory and other approvals for setting up the plant
have been obtained. Construction activities are progressing in line with the timelines.
During the year under review, the project plan has undergone modification to enable
additional feed of warm ammonia in the WNA and TAN plants and space provisioning in the
High Density Ammonium Nitrate (HDAN) plot plan to accommodate Low Density Ammonium Nitrate
(LDAN) equipment for future production of LDAN. However, the overall project cost remains
the same. The plant is expected to commence commercial production in January, 2026.
4. Dividend
During the financial year ended on March 31, 2025, the Board of
Directors of your Company declared an interim dividend @ Rs. 5 per equity share of Rs. 10
each i.e. @ 50% (Previous Year - Rs. 4.50 per equity share i.e. @ 45%). The Board of
Directors has recommended final dividend @ Rs. 5 per equity share of Rs. 10 each i.e. @
50% (Previous Year - Rs. 3 per equity share i.e. @ 30%) for the Financial Year 2024-25,
which shall be paid after approval of shareholders at their ensuing Annual General
Meeting. Total dividend for the Financial Year 2024-25 on account of interim and final
dividend, amounts to Rs. 10 per equity share of Rs. 10 each i.e. @ 100% (Previous Year -
Rs. 7.50 per equity share i.e. @ 75%) involving total outgo of Rs. 400.65 Crore, subject
to deduction of tax at source (Previous Year - Rs. 307.49 Crore subject to tax deducted at
source).
The Dividend Distribution Policy of the Company is available on the
website of the Company and can be accessed on the weblink: https://www.chambalfertilisers.com/pdf/Final-Dividend-Distribution-Policy.pdf.
There is no change in this policy during the year under review. The interim and final
dividends for the Financial Year 2024-25 declared/recommended by the Board of Directors
are in accordance with the Dividend Distribution Policy of the Company.
5. Consolidated Financial Statements
In pursuance of the provisions of the Companies Act, 2013, rules framed
thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and the applicable
accounting standards, the Company has prepared Consolidated Financial Statements.
The audited Consolidated Financial Statements, alongwith Auditor's
Report and the Statement containing salient features of the financial statements of
subsidiaries/joint venture (Form AOC - 1), form part of the Annual Report.
6. Corporate Governance Report and Code of Conduct
The Corporate Governance Report for the Financial Year 2024-25 is
attached as Annexure "B" to this Report. The members are requested to
refer to general shareholders' information given in Corporate Governance Report
attached hereto.
All the Directors of the Company and senior management personnel have
confirmed compliance of the ‘Code of Conduct and Ethics' of the Company.
The declaration of Managing Director confirming compliance with the ‘Code of Conduct
and Ethics' is enclosed as Annexure "C" to this Report and
certificate of a company secretary in practice regarding compliance with the conditions of
Corporate Governance is enclosed as Annexure "D" to this Report.
7. Subsidiaries and Joint Venture
Details of the subsidiaries and joint venture as on March 31, 2025 are
given below:
(a) Subsidiaries
CFCL Ventures Limited (CVL) is a subsidiary of your Company in Cayman
Islands. CVL has two step down subsidiaries namely, ISGN Corporation in the United
States of America and ISG Novasoft Technologies Limited (ISGN, India) in India. There was
no business activity in these subsidiaries during the year under review.
During the year under review, all procedural requirements in connection
with reduction of equity share capital of ISGN India from Rs. 36,23,07,000 to Rs.
6,68,07,000 as provided in the relevant rules and the order of Hon'ble National
Company Law Tribunal, Bengaluru Bench, were completed.
Chambal Infrastructure Ventures Limited is a wholly owned subsidiary of
the Company in India. There was no business activity in this subsidiary during the year
under review.
The Company does not have any material subsidiary as per the provisions
of the Listing Regulations.
The performance of the subsidiaries of the Company is summarized in
Form AOC - 1 attached to the Financial Statements in pursuance of Section 129 of the
Companies Act, 2013. The contribution of subsidiaries and joint venture to the overall
performance of the Company is also provided in Note no. 46 to the Consolidated Financial
Statements. The financial statements of subsidiaries shall be hosted on the website of the
Company in pursuance of Section 136 of the Companies Act, 2013.
(b) Joint Venture: Indo Maroc Phosphore S. A. – IMACID
Indo Maroc Phosphore S. A. – IMACID (IMACID) is a joint venture of
your Company in Morocco with Tata Chemicals Limited and OCP S.A., Morocco. Each
partner has an equal stake (i.e. 33.33%) in the joint venture. IMACID is engaged in the
manufacture of phosphoric acid in Morocco.
The performance of IMACID is summarized below:
Particulars |
April 01, 2024 to March 31, 2025 |
April 01, 2023 to March 31, 2024 |
| Production of Phosphoric Acid (MT) |
5,23,932 |
4,36,404 |
| Sale of Phosphoric Acid (MT) |
4,47,587 |
3,76,676 |
| Revenue |
Moroccan Dirham 4,466.26 Million |
Moroccan Dirham 3,576.27 Million |
|
(Rs. 3,773.99 Crore) |
(Rs. 2,918.24 Crore) |
| Profit after Tax |
Moroccan Dirham 467.58 Million |
Moroccan Dirham 295.74 Million |
|
(Rs. 395.10 Crore) |
(Rs. 241.33 Crore) |
Turnover was higher during the Financial Year 2024-25 due to price
variance and sales volume. Profit after Tax rose during the same period due to better
margins as compared to the previous year. No subsidiary, associate or joint venture has
been acquired/sold/liquidated/ceased during the Financial Year 2024-25.
8. Health, Safety, Environment Protection and Quality
Your Company strives to improve the standards of health, safety,
security, environment protection and quality of products, and towards this intent, a
comprehensive Health, Safety, Security, Environment & Quality Policy is in place. The
initiatives of your Company in the above regard, in brief, are as under:
(a) Health & Hygiene
Your Company gives due importance to health assessment and monitoring
of occupational disease of employees and contractor's work force, which is conducted
through periodic medical examination and hygiene monitoring at the workplace. A
well-equipped Occupational Health Center at Gadepan operates round the clock to provide
health services to employees and their families, contractor's workforce, and
villagers in the vicinity of the plant. Well-equipped ambulances are available at Gadepan
plant, which also caters to the requirements of villagers in case of medical emergency.
The Company facilitates employees with specialist doctor consultation at the health center
in Gadepan, and basic infrastructure for dental & eye checkup has also been developed.
The Primary Health Centre (PHC) close to Gadepan has been equipped with X-ray, ECG, and
pathological lab test machines provided by the Company.
Your Company organizes training and awareness programs on health and
hygiene related matters from time to time, through external experts. In addition to this,
various health camps and campaigns like pulse polio & swine _u vaccination, blood
donation, immunization program for children, etc. are organized periodically. The
self-sustainable complex at Gadepan provides a hygienic and healthy environment for the
employees and their families, significantly contributing to their overall welfare.
(b) Safety Management
In order to ensure the highest levels of health and safety of employees
and contractors, a well-defined health and safety management system is in place in your
Company. A robust process safety management system is also in place to ensure safe
operation of plants and maintenance of equipment and machinery. In order to cover the
safety aspects of maintenance jobs, a cross-functional team comprising members of senior
management team review the jobs from safety perspective on daily basis and ensure that all
recommended safety measures are followed to mitigate hazards during execution of the work.
Extensive safety training and drills are conducted by internal and external experts, which
help the Company to maintain and improve the safety systems. Your Company has also
strengthened workplace safety by implementing various safety improvement programs basis
learnings gathered from other industries/companies. As recognized globally that major
cause of accidents/incidents is human behavior, a system of Behavior Based Safety was
implemented in operation as well as maintenance activities.
With a view to promote participation, consultation, and ownership of
the work by contractor's associates, the number of contractor safety supervisors has
been increased for better monitoring and safe execution of the work. Various road safety
measures such as pedestrian paths, drain protection, fixed speed monitoring cameras at
strategic locations, floor markings, safety signages and other visual management measures
have been taken to prevent accidents, as per recommendations of the expert agency.
Improvement in the working environment has been achieved by way of provision of fresh air
supply system and regular illumination survey. CCTV surveillance system has been installed
in most vulnerable areas, such as loading and unloading hazardous chemicals, to strengthen
safety. The Company implemented ‘5-S' (Sort, Set in Order, Shine, Standardize,
and Sustain), the globally recognized Japanese system to enhance safety, productivity, and
organization across the workplace.
In order to enhance the existing fire_ghting and emergency handling
system and identify areas of improvements respective to Indian Standards/National Fire
Protection Association standards or best industrial practices, the Company conducted fire
adequacy study through external agency for the entire plant.
"Near-Miss" and "Make-to-Good" reporting systems
are also in place and various programs and campaigns are organized to encourage safety
awareness and involvement of employees and contractor staff.
As a responsible corporate citizen, a special drive was initiated by
the Company in collaboration with State Disaster Response Force, Kota, wherein a mock
drill was organized to check effectiveness of the disaster management plan in Urea-1
plant. The mock drill witnessed participation of teams from Kota's fire services,
electricity board etc. Given the nature of operations, the Company has a well-defined
"On-Site Disaster Management Plan" and "Mutual Aid and Response Group"
with neighboring industries, which operates for the mutual benefit of all. In case of fire
emergency, the Company provides services to the neighboring villages.
The accident rate has significantly reduced over the years due to
strengthening of the safety management system.
(c) Environment Protection
Your Company gives importance to protection of the environment and
conservation of natural resources. The Company has established a state-of-the-art
Environment Management Cell which hosts a fully functional laboratory with modern testing
and monitoring equipments, to ensure all emissions are within permissible limits. This
facility also ensures that the Company complies with the relevant national and local
regulations with respect to the environment.
Continuous Emission Monitoring Systems, Continuous E_uent Quality
Monitoring Systems, and Continuous Ambient Air Quality Monitoring Stations are installed
to monitor any deviation in applicable parameters and environmental surroundings. There is
a strong focus on optimizing the use of resources (including raw materials and water) and
reducing waste generation and atmospheric emissions. Hazardous and electronic waste is
disposed of through authorized vendors. Biodegradable waste from the canteen, guest house,
and campus is utilized to generate biogas in the Bio-Methanation Plant. As part of solid
waste management, a new site has been established within the campus for domestic waste
collection and disposal.
The Company places great importance on environmental awareness through
regular promotional campaigns, training sessions, environmental and safety committee
meetings, and emergency drills. A dense green belt with a variety of trees has been
developed, and regular plantation drives are conducted within the campus to provide a
soothing and healthy environment for individuals working/residing in and around the
township. The campus has also become a habitat for many bird species.
Only treated wastewater is used for maintaining the green belt through
an extensive irrigation network spread across the complex. The Gadepan-III plant operates
as a zero liquid discharge facility and efluents from the said plant are treated in a
reverse osmosis–zero liquid discharge system, and the permeate is used as make-up
water for cooling towers. This has significantly reduced the intake of fresh water from
the river surrounding the campus.
During the Financial Year 2024-25, approximately 86% of the sludge
generated from the reverse osmosis plant was sent to cement companies for co-processing,
rather than being disposed of in a landfill approved by the Rajasthan State Pollution
Control Board. The Company remains conscious of its responsibility toward environmental
sustainability. Roof-top solar panels with a peak capacity of 1000 kW (AC) have been
installed at the Gadepan campus as a step toward using renewable energy. During the
Financial Year 2024-25, 1.72 million kWh of solar power was generated.
Additionally, the Company implemented various energy saving schemes and
invested Rs. 227.84 crore by the end of March 2024 to reduce energy consumption in the
Gadepan-I and Gadepan-II plants. These efforts led to a significant reduction in
greenhouse gas emissions by 91,875 metric tons of CO_ and a significant reduction of water
consumption during the Financial Year 2024–25. In line with the government
guidelines, use of single-use plastic is strictly prohibited in the Gadepan campus.
(d) Quality Management
Your Company is known for its high-quality products, with a steadfast
commitment to quality forming the core of its operations. Continuous efforts are made to
enhance product quality through process improvements and adoption of advanced
technologies. Highly reliable, inbuilt quality check systems are implemented in accordance
with the approved norms and applicable legal requirements. The Company takes prompt
corrective and preventive actions whenever required.
Quality is maintained at every stage of the manufacturing process, as
well as in maintenance and support services. The urea produced by the Company is widely
preferred in its marketing territory due to superior quality.
The Company also markets products sourced from reputed manufacturers in
India and overseas. Appropriate quality assurance measures are taken to ensure that all
sourced products meet the Company's high standards.
Customer feedback is collected through targeted surveys and is given
due importance, as it serves as a crucial tool in identifying areas for continuous
improvement.
9. Corporate Social Responsibility (CSR)
Embracing the vision of "Investing Today for a Sustainable
Tomorrow", your Company has adopted a community centric approach for its Corporate
Social Responsibility (CSR) projects and programmes, which are aligned with broader global
goals for sustainable and inclusive development. The Company is investing in the area of
Education including Technical and Vocational Education, Rural Development, Healthcare and
Sanitation, Employability and Empowerment, Environmental Sustainability, Animal Welfare
and Soil Health, and Promotion of Sports. Highlights of the CSR projects and programmes of
the Company during the Financial Year 2024-25, are as under:
a) Project Akshar - Pre-Primary & School Education
School Project
As part of Company's long-term commitment to provide quality
education to rural students, an ongoing project has been launched to develop a CBSE –
based English medium school in the Gadepan village. During the Financial Year 2024-25, a
land parcel of 5.78 acre was purchased. It is planned to construct the building and start
the academic sessions in the school in next three years. Government Schools &
Anganwadi Centers Your Company has adopted three more Government schools during the
Financial Year 2024-25, taking the total number of adopted institutions to 57 Government
schools and 47 Anganwadi centers in Kota and Baran districts of Rajasthan. The education
project has supported nearly 10,000 rural students by providing access to science
subjects, digital learning, computer education, extra-curricular activities, and
sports as an integral part of course curriculum. The project is also focusing on
"Socio Emotional Learning" and "Pedagogy based and age-appropriate learning
opportunities" for students in early school years.
Other initiatives i. In order to broaden the project's outreach,
25 Government schools of Haryana, and Punjab were supported by providing digital
interactive panels to support quality education. Furthermore, to promote girl child
education, assistance was provided to one school in Uttarakhand. Chambal Fertilisers DAV
School at Gadepan is run in collaboration with Dayanand Anglo Vedic College Trust &
Management Society, wherein majority of students are from nearby villages of plant
location. ii. During the Financial Year 2024-25, 4 additional rooms in 2 Government
schools and one new toilet block was constructed in neighbouring villages of plant
location. Additionally, renovation work was undertaken in one Government Anganwadi center
and 8 Government schools. iii. The Government of Rajasthan conferred Bhamashah Award -
"Shiksha Vibhushan" to your Company for the 6th consecutive year, for
exemplary efforts in the field of education in Kota and Baran districts.
b) Project Saksham - Technical and Vocational Education Industrial
Training Institutes (ITIs) & Government Polytechnic College Upskilling youth for
better employment opportunities, especially from underprivileged and marginalized sections
of society, is the core of this project. Through adopted 5 Industrial Training Institutes
(ITIs) and Government Polytechnic College, skill training programs were offered to the
rural youth.
During the Financial Year 2024-25:
• Government of Rajasthan announced a new trade –
‘Mechanic Electrical Vehicle' at Government Industrial Training Institute
Sangod. This new trade is expected to create more and better job opportunities for rural
youth, consequently enhancing standards of living of their families.
• The Company offered several certificate courses such as
Occupational Health & First Aid, Fire & Safety and Personality Development to
improve the job prospects of rural youth.
• With focus on academic excellence and practical exposure, around
800 students successfully received placement offers from various companies. Chambal
Fertilisers Skill Institute Your Company has established a state-of-the-art skill center
namely "Chambal Fertilisers Skill Institute" near its plant at Gadepan, which is
now offering five vocational courses in comparison to three courses in the last financial
year. During the Financial Year 2024-25, 549 youth passed from this institute and achieved
100% placement across various organizations. The institute also offers mandatory training
on personality development, soft skills, computer, and information technology skills and
"on-the-job training" to each student. Other Initiatives Your Company actively
encourages youth from the nearby community, particularly girls, to acquire new skills
through vocational training courses organized in the villages. The project offered short
term vocational courses such as advanced tailoring, food processing, beauty services,
handicraft making, solar panel assembling, motor driving and plumbing etc. to more than
544 youths during the Financial Year 2024-25.
c) Project Saakar - Rural Development
Your Company's comprehensive interventions are designed to uplift
the infrastructure facilities of villages of district Kota, Baran and Bundi of Rajasthan.
During the Financial Year 2024-25:
• Focus was given to develop community halls, community common
spaces, recreational centers, crematoriums, playgrounds, storm water drain network, cement
concrete roads, interlocking tile walkways etc.
• Streetlights were also installed in 3 villages located near
plant locations to create a safe environment for the community during night hours.
• Three open gym facilities were established by the Company in
nearby villages to promote a healthy lifestyle amongst community members.
• Few schools were renovated, and new classrooms were constructed
to strengthen infrastructure facilities in schools. In an effort to strengthen the
Anganwadi setups in Anta Block of District Baran (Rajasthan), 10 Anganwadi centers were
renovated.
• Nearby villages of plant location at Gadepan were developed
under the model village scheme with all basic amenities and infrastructure facilities for
the community.
d) Project Arogya - Health care and Sanitation
Primary Health Centers (PHC)
Project Arogya offers easy access to quality healthcare facilities to
rural folk in Kota, Baran and Bundi districts of Rajasthan through 4 PHCs. Other
initiatives
• As a pro-active measure, healthcare facilities were extended in
31 villages and over 100 academic institutions adopted under your Company's CSR
initiatives. These efforts have translated into tangible results, with approximately
1,29,000 individuals accessing OPD services and pathological lab test facilities annually
in PHCs and around 53,000 community members receiving benefit from health camps and
awareness sessions on health-related topics.
• Your Company is actively contributing to "Tuberculosis (TB)
Free India campaign" and undertook screening of around 16,000 rural folks of nearby
villages of Kota and facilitated the TB patients to receive medical and nutritional care
from the Government Portal.
• Your Company has also installed reverse osmosis units, water
coolers and water tanks in selected 55 schools of 17 districts of Maharashtra to ensure
safe drinking water facilities for students.
e) Project Pragati - Employability and Empowerment
The Company is extending support to rural women folk to create
self-help groups in villages and initiate income generation activities through Project
Pragati.
One Village- One Product
These women self-help groups focus on making various hand made products
under "One Village - One Product" concept to become self-reliant and financially
independent. During the Financial Year 2024-25, Paper Recycling, Spice Packaging, Millet
based bakery, and Dabu and Block printing units were made functional under the said
initiative and employment opportunities were also extended to around 30 women folk. To run
these centers, two dedicated buildings were constructed in nearby villages. Apart from
this, garment production, school bag production center and sanitary napkin production
center continued to provide employment opportunities to the rural women.
f) Project Bhoomi - Environmental Sustainability, Animal Welfare and
Soil Health
"Crop Residue Management" and "Sustainable
Agriculture" initiatives of the Company were extended to more than 380 villages of
Rajasthan, Haryana, and Punjab during the Financial Year 2024-25. Project Bhoomi achieved
successful milestones, including saving nearly 3.91 Million Kg of green house gas emission
and prevention of crop residue burning in about 2.54 lakh acre land during the paddy
harvesting season in Haryana and Punjab. The initiative successfully reached out to over
one lakh small and marginalized farmers during the Financial Year 2024-25.
The agriculture development laboratory at Gadepan continues to
facilitate farming community to access soil testing services for their farmland. During
the Financial Year 2024-25, approximately 30,500 soil samples were tested, and farm
advisory services were extended to the farmers to provide valuable insight on soil health
and enable them to take informed decisions for optimized agricultural productivity.
The Company is consistently making efforts to ensure conservation of
natural resources, particularly water. Rainwater harvesting structures were constructed in
5 adopted schools. Additionally, to promote energy self-sufficiency, solar panels of 76.50
kW capacity were installed at Chambal Fertilisers Skill Institute and solar panels of 1.5
kW capacity each were installed at 7 adopted Government Anganwadi centers
g) Promotion of Sports
Sports Development Centers
The Company is focused on creating sports infrastructure facilities in
rural academic spaces, i.e. schools and technical institutions. Additionally, 9 sports
development centers and 1 stadium at Sangod offer sports training to students on various
sports. Sports are promoted as an integral part of the curriculum, focusing on development
of core strengths of students and encouraging them to participate in sports events at
various state and national levels.
Apart from sports events at schools and cluster levels, the Company has
organized various sports events such as mini marathon, cricket leagues, open Kho Kho and
Kabaddi tournament in rural areas during the Financial Year 2024-25. Continuous training
and support by the Company have encouraged more than 200 students to participate in
various state, zonal and national level events, making ways for their bright career in
sports.
The CSR obligation of your Company in terms of the applicable
provisions of the Companies Act, 2013 and Rules made thereunder for the Financial Year
2024-25, is Rs. 34.00 Crore. Your Company has spent Rs. 34.09 Crore on various CSR
projects / programmes during the year under review. The composition and terms of reference
of Corporate Social Responsibility Committee are given in the Corporate Governance Report.
The Corporate Social Responsibility Policy of the Company is available on the website of
the Company at https://www.chambalfertilisers.com/csroverview. The Annual Report on
Corporate Social Responsibility (CSR) activities for the Financial Year 2024-25 (including
the details of the development and implementation of the Corporate Social Responsibility
Policy) as prescribed under Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure
"F" to this Report.
10. Directors and Key Managerial Personnel
As on March 31, 2025, the Board of Directors of your Company comprised
of eight directors. The Board composition includes a Managing Director and seven
Non-Executive Directors, of which four are Independent Directors (including one woman
independent director). The shareholders of the Company at their Annual General Meeting
held on August 27, 2024 re-appointed Mr. Pradeep Jyoti Banerjee as Independent Director,
to hold office for second term of 5 (five) consecutive years from December 01, 2024 to
November 30, 2029. The Board of Directors is of the opinion that Mr. Pradeep Jyoti
Banerjee is a person of integrity and possesses requisite qualification, experience and
expertise for re-appointment as Independent Director.
Mr. Pradeep Jyoti Banerjee is exempt from the requirement to undertake
online proffciency self-assessment test conducted by the Indian Institute of Corporate
Affairs. The tenure of Mr. Abhay Baijal as Managing Director shall come to an end on July
20, 2025. The Board of Directors, upon recommendation of Nomination and Remuneration
Committee, at its meeting held on February 6, 2025 re-appointed Mr. Abhay Baijal as
Managing Director for a period of 3 (three) years w.e.f. July 21, 2025, subject to the
approval of the members in the next general meeting. During the Financial Year 2024-25,
Mr. Abhay Baijal, Managing Director, did not draw any remuneration or commission from the
subsidiary companies.
The tenure of Mrs. Rita Menon as Independent Director shall come to an
end on September 09, 2025. Mrs. Rita Menon, being eligible, has offered herself for
re-appointment as Independent Director. The Nomination and Remuneration Committee and the
Board of Directors have recommended to the members of the Company, re-appointment of Mrs.
Rita Menon as Independent Director, to hold office for second term of 5 (five) consecutive
years from September 10, 2025 to September 09, 2030. During the year under review, there
is no resignation by any director of the Company. Mr. Shyam Sunder Bhartia, Director
retires by rotation at the forthcoming Annual General Meeting, and being eligible, has
offered himself for re-appointment. Mr. Anand Agarwal ceases to be the Chief Financial
Officer (Key Managerial Personnel) from close of business hours on May 8, 2025. The Board
of Directors, upon recommendation of the Nomination and Remuneration Committee, has
appointed Mr. Anuj Jain as Chief Financial Officer (Key Managerial Personnel)
w.e.f. May 9, 2025. All the Independent Directors have submitted declaration that they
meet the criteria of independence as provided under Section 149(6) of the Companies Act,
2013, rules framed thereunder and the Listing Regulations.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the
names of all the Independent Directors of the Company are included in the data bank
maintained by the Indian Institute of Corporate Affairs. Four meetings of the Board of
Directors were held during the Financial Year 2024-25. Other requisite information on the
Directors and Board Meetings is provided in the Corporate Governance Report attached as Annexure
"B" to this Report. Certificate of a company secretary in practice
confirming that none of the Directors on the Board of Directors of the Company have been
debarred or disqualified from being appointed or continuing as director of companies by
the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such
statutory authority, is enclosed as Annexure "E" to this Report.
11. Internal Financial Controls
The Company has internal financial controls commensurate with the size
and nature of its business. The Company has policies and procedures in place for ensuring
orderly and efficient conduct of its business and operations, including adherence to the
Company's policies, safeguarding its assets, prevention and detection of frauds &
errors, accuracy & completeness of accounting records and timely preparation of
reliable financial information.
The details of the internal control system are also given in the
Management Discussion and Analysis Report attached as Annexure "A" to
this Report.
12. Remuneration Policy
In pursuance of the provisions of Section 178 of the Companies Act,
2013 and the Listing Regulations, the Company has formulated the Remuneration Policy. The
Remuneration Policy outlines, inter-alia, the appointment criteria &
qualification requirements, process for appointment & removal, retirement policy,
remuneration structure, etc. of the Directors, including Managing Director and Whole Time
Director(s), Key Managerial Personnel (‘KMP') and other senior management
personnel of the Company. As per the Remuneration Policy of the Company, a person proposed
to be appointed as Director, KMP or other senior management personnel should be a person
of integrity with high level of ethical standards. In case of appointment as an
Independent Director, the person should fulfill the criteria of independence prescribed
under the Companies Act, 2013, rules framed thereunder and the Listing Regulations. The
Remuneration Policy also contains provisions about the payment of fixed & variable
components of remuneration to the Managing Director and Whole
Time Director(s) and payment of sitting fee and commission to the
Non-Executive Directors, and outlines fundamental principles for determination of
remuneration of senior management personnel and other employees. There is no change in the
Remuneration Policy during the year under review. The Remuneration Policy of the Company
is available on the website of the Company at the weblink:
https://chambalfertilisers.com/pdf/RemunerationPolicy.pdf.
13. Disclosures under the Companies Act, 2013, Rules thereunder and
Secretarial Standards
a) Your Company has not issued any shares during the Financial Year
2024-25.
b) No significant and material orders have been passed by the
regulators or courts or tribunals or statutory and quasi-judicial bodies impacting the
going concern status and Company's operations in future.
c) All related party transactions entered during the Financial Year
2024-25, were on arm's length basis and in the ordinary course of business. No
material related party transaction (in terms of the Company's Policy on Related Party
Transactions) was entered into during the year and no contracts or arrangements were
entered during the year with related parties which are required to be disclosed under
Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2.
d) A copy of annual return of the Company is available on the website
of the Company on the weblink: https://chambalfertilisers.com/annualreturns/
e) Following information is given in the Corporate Governance Report
attached as Annexure "B" to this Report:
i) Performance evaluation of the Board of Directors, committees of the
Board of Directors, Chairman of the Company and individual Directors;
ii) Composition of Audit Committee; and iii) Details of establishment
of Vigil Mechanism.
f) The particulars of loans and guarantees given, security provided and
investments made, if any, under Section 186 of the Companies Act, 2013 are provided in
Notes to the Financial Statements.
g) During the Financial Year 2024-25, the auditor, secretarial auditor
and cost auditor have not reported any fraud under Section 143(12) of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014.
h) The Company has complied with the applicable Secretarial Standards
prescribed under Section 118(10) of the Companies Act, 2013.
i) The Company has complied with the provisions relating to the
constitution of Internal Complaints Committees under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
j) There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end of the Financial
Year 2024-25 and the date of this Report.
k) During the year under review, no application was made and/or any
proceeding was pending under the Insolvency and Bankruptcy Code, 2016. Further, there was
no instance of one-time settlement with any Banks or Financial Institutions during the
said period.
14. Directors Responsibility Statement
Your Directors hereby state that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been made from the same;
b) the Directors have 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 as at March 31, 2025
and of the profit of the Company for the year ended March 31, 2025;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
15. Auditor and Cost Auditor
The Notes to the Financial Statements read with the Auditor's
Reports are self-explanatory and therefore do not call for further comments or
explanations. There is no qualification, reservation, disclaimer or adverse remark in the
Auditor's Reports.
The shareholders of the Company at their Annual General Meeting held on
September 13, 2022, had re-appointed M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration Number: 012754N/ N500016) as Auditor, to hold office for the second term of 5
(five) consecutive years from the conclusion of 37th Annual General Meeting
till the conclusion of 42nd Annual General Meeting.
The requirement of maintenance of cost records as specified by the
Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is
applicable to the Company in respect of production of fertilisers, and accordingly the
said accounts and records are made and maintained by the Company. The Board of Directors
of the Company has appointed M/s. K.G. Goyal & Associates, Cost Accountants for
conducting the audit of cost records of the Company, as applicable, for the financial year
ending March 31, 2025. As required under the Companies Act, 2013 and Rules framed
thereunder, your Directors are seeking ratification from the members of the Company for
the remuneration payable to M/s. K.G. Goyal & Associates, Cost Accountants for the
finanacial year ending March 31, 2026.
16. Secretarial Audit
The Board of Directors of the Company had appointed M/s. RMG &
Associates, Company Secretaries for conducting the secretarial audit of the Company for
the Financial Year 2024-25. The Secretarial Audit Report issued by the aforesaid
Secretarial Auditor is attached as Annexure "G" to this Report. There is
no qualification, reservation, observation, disclaimer or adverse remark in the
Secretarial Audit Report.
In terms of Sections 179 and 204 of the Companies Act, 2013 and rules
made thereunder, read with Regulation 24A(1) of the Listing Regulations, the Board of
Directors recommended for approval of the members of the Company, appointment of M/s. RMG
& Associates, Company Secretaries (Firm Registration No.- P2001DE016100) as
Secretarial Auditor of the Company, to hold office for 5 (five) consecutive years from the
conclusion of the 40th Annual General Meeting to be held in calendar year 2025,
until conclusion of the 45th Annual General Meeting to be held in the calendar
year 2030.
17. Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
Your Company strives to conserve energy by improving efficiency and
minimizing energy usage, resulting into saving of natural and financial resources. The
requisite information with regard to conservation of energy, technology absorption and
foreign exchange earnings and outgo in terms of the Companies (Accounts) Rules, 2014 is
set out in Annexure "H" attached to this Report.
18. Risk Management
Your Company has framed and implemented a comprehensive Risk Management
Policy. The Risk Management Committee periodically reviews the risks and calibrates the
risk document(s) and monitors various risks, including the risks, if any which may
threaten the existence of the Company. The composition and terms of reference of the Risk
Management Committee are outlined in the Corporate Governance Report. The risk document as
approved by the Risk Management Committee, outlining the key and non-key risks, including
way forward for mitigation thereof, is periodically reviewed by the Audit Committee and
the Board of Directors.
19. Deposits
During the year under review, the Company did not accept any deposit
from the public under Chapter V of the Companies Act, 2013. There was no public deposit
outstanding as at the beginning and end of the Financial Year 2024-25.
20. Particulars of employees
Your Company lays emphasis on the well-being and development of its
human resource, recognizing them as a key driver of success and growth. The statement
containing disclosures as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached as Annexure "I" to this Report.
Further, in terms of Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the statement showing names and other particulars of top ten
employees in terms of remuneration drawn, and of the employees drawing remuneration in
excess of the limits set out in the said rules, forms part of this Report. However, in
terms of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual
Report, excluding the said statement, is being sent to the members of the Company. Any
member interested in obtaining the said information may write to the Company at
isc@chambal.in. The information will also be available for inspection at the registered
office of the Company on all working days (i.e. Monday to Friday) between 10:00 am and
5:00 pm, upto the date of the ensuing Annual General Meeting.
21. Employees Stock Option Scheme
During the year under review, no stock options were granted, vested,
exercised or cancelled under the ‘CFCL Employees Stock Option Scheme 2010', as
amended from time to time (ESOS 2010). All the eligible employees have exercised their
stock options under ESOS 2010 by the financial year ended on March 31, 2024. Under the
ESOS 2010, the Trustee of the CFCL Employees Welfare Trust did not hold any equity shares
of the Company during the Financial Year 2024-25.
The disclosures required to be made under ESOP Regulations are hosted
on the website of the Company under the weblink: https://www.chambalfertilisers.com/pdf/ESOP-Disclosure-2024-25.pdf.
The requisite disclosures in respect of ESOS 2010 are also given in the Notes to the
Financial Statements for the Financial Year 2024-25.
22. Business Responsibility and Sustainability Report
In pursuance of the provisions of the Listing Regulations, the Business
Responsibility and Sustainability Report for the Financial Year 2024-25, outlining
the initiatives of the Company from environmental, social and governance perspective,
forms part of the Annual Report.
23. Acknowledgements
The Board of Directors would like to formally acknowledge and express
appreciation for the support and co-operation extended by all the stakeholders, including
the Department of Fertilizers, Government of India, Government of Rajasthan and other
State Governments, Financial Institutions & Banks, investors and customers. The Board
of Directors also value the diligent efforts, utmost commitment and highest level of
dedication demonstrated by employees at each level.
|
For and on behalf of the Board of
Directors of |
|
|
Chambal Fertilisers and Chemicals
Limited |
|
|
Rita Menon |
Abhay Baijal |
| Place : New Delhi |
Director |
Managing Director |
| Date : May 08, 2025 |
DIN: 00064714 |
DIN: 01588087 |
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