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Gujarat Narmada Valley Fertilizers & Chemicals Ltd.

BSE: 500670 Sector: Agri and agri inputs
NSE: GNFC ISIN Code: INE113A01013
BSE LIVE 15:52 | 23 Oct 514.10 41.80






NSE 15:58 | 23 Oct 513.90 41.30






OPEN 477.95
VOLUME 1412433
52-Week high 519.55
52-Week low 180.30
P/E 25.36
Mkt Cap.(Rs cr) 7,990
Buy Price 515.90
Buy Qty 5126.00
Sell Price 0.00
Sell Qty 0.00
OPEN 477.95
CLOSE 472.30
VOLUME 1412433
52-Week high 519.55
52-Week low 180.30
P/E 25.36
Mkt Cap.(Rs cr) 7,990
Buy Price 515.90
Buy Qty 5126.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Narmada Valley Fertilizers & Chemicals Ltd. (GNFC) - Director Report

Company director report


The Members

Your Directors are delighted to present this 40th Annual Report on Company’sbusiness and operations together with Audited Financial Statements (Standalone andConsolidated) for the Financial Year ended 31st March 2016.


The Company’s financial performance for the year ended 31st March 2016 issummarized below: (Rs. in Crore)

Particulars Standalone
2015-16 2014-15
Income from operations 4548.30 4641.52
Other Income 113.23 51.75
Total Income 4661.53 4693.27
Total Expenditure 4000.14 4332.07
Profit before Depreciation
Finance Cost and Tax 661.39 361.20
Depreciation 189.28 208.77
Finance Cost 245.75 274.50
Exceptional Item (Impairment of TDI-II Assets) - 330.00
Profit / (Loss) Before Tax 226.36 (452.07)
Provision for Tax - -
Net Profit / (Loss) for the year 226.36 (452.07)
Balance brought forward from previous year (128.95) 323.12
Amount available for Appropriation 97.41 -
Appropriations :
Proposed Dividend 31.08 -
Tax on Dividend 6.33 -
Transferred to General Reserve 50.00 -
Surplus / (Deficit) carried to
Balance Sheet 10.00 (128.95)


The year 2015-16 was the outstanding year for your Company. Focused attention andcontinued thrust on higher productivity energy conservation and efficiency improvementinnovation / cost reduction appropriate marketing strategy all have contributed towardsachieving commendable financial and operational performance of the Company.

1. Financial Performance :

Inspite of sluggish market conditions in India and Worldwide your Company has reporteda splendid financial performance on standalone basis by registering a Profit Before Tax ofRs.226.36 Crore for 2015-16 as against a huge loss of Rs.452.07 Crore incurred in theprevious year. The Company registered a turnover of Rs.4548.30 Crore for the year 2015-16as compared to Rs.4641.52 Crore during previous year a marginal decrease of 2%.

The Net Profit on consolidated basis amounted to Rs.233.54 Crore against a loss ofRs.443.01 Crore in the previous year.

The Company achieved highest ever export realization of Rs.212 Crore during 2015-16against Rs.46 Crore in FY 2011-12 through export of various Industrial Chemical Productsand registered a tremendous increase of 358%. TDI was the major contributor in exportrealization registering sales of Rs.147 Crore and the other Industrial Products viz. EthylAcetate Methyl Format Acetic Acid Formic Acid Aniline etc. contributed Rs.65 Crorein export realization. The Company exported its products to more than 45 countries acrossthe world particularly in Africa and Middle East Countries.

2. Operational performance :

Your Company has achieved excellent production performance during the year. Majorplants of the Company performed at high capacity utilization level. Ever highest annualproduction was achieved in Ammonia 636766 MTs (143%) Urea 766718 MTs (120%) AmmoniumNitrophosphate 209180 MTs (147%) Concentrated Nitric Acid 121621 MTs (105%) Formic Acid21530 MTs (215%) TDI-I 19166 MTs (137%) and TDI-II 26514 MTs (53%) plants.

Your Directors are happy to inform that TDI-II Plant at Dahej has been stabilized andcurrently operating at more than 100% capacity on a consistent basis. During 2015-16 itproduced 26514 MTs of TDI against 6316 MTs in the previous year. The Company has increasedits share in domestic TDI market from 36% to 54% (in terms of tonnage from 18571 MTs to32158 MTs) capturing the Indian market and reducing the country’s dependency onimported TDI.

The Company established total 217 Nos. of highest ever production (141 Nos.) and sales(76 Nos.) records during 2015-16 surpassing previous best of total 141 Nos. of recordsestablished in 2014-15.


1. Industrial Products :

The year 2015-16 was successful year for the Company in the sales of IndustrialChemical Products inspite of competitive scenario of Chemicals business in the country andInternational Market. Almost all Industrial Products performed well in terms of sales andtheir realization during the year. The Company sold in aggregate 1205859 MTs ofIndustrial Products during 2015-16 as against 1073094 MTs in the previous year therebyachieved total sales turnover of Rs.3003.25 Crore as compared to Rs.2931.07 Crore achievedin the previous year. There was all-round increase in quantity sold price realization andcontribution of Industrial Chemical Products during the year compared to previous year.The Company continued its trading activities in Imported Methanol and Acetic Acid. Highestever trading of 57200 MTs of imported Methanol amounting to Rs.108 Crore was handled byyour Company during the year.

2. Fertilizer Business:

Your Company performed well in the Fertilizer business also inspite of bad monsoonwhich affected the consumption of Fertilizers in the Country. The Company achieved totalsale of Urea (Manufactured and Traded) at 8.1 Lac MTs as compared to 7.4 Lac MTs in theprevious year. The sale of Ammonium Nitrophosphate (ANP) was marginally lower at 2.02 LacMTs compared to 2.07 Lac MTs in the previous year. Out of the total sale of Fertilizersaround 1.2 Lac MTs Fertilizers were sold through its 69 Narmada Khedut Sahay Kendras(NKSKs) including 6 new NKSKs opened during the year. Your Company has decided to expandits network of NKSKs progressively over a period of time.

The trading activities were continued in Imported Urea Muriate of Potash (MOP)indigenously sourced Di-Ammonium Phosphate (DAP) Single Super Phosphate (SSP) CattleFeed and Pesticides during the year and total 26900 MTs Fertilizers were sold as a part oftrading activities.

3. (n)Code Solutions – IT Division:

Apart from achieving excellent performance in the Company’s core business ofFertilizers and Chemicals during the year (n)Code Solutions - IT Division of our Companyhas also performed extraordinarily well and reported the highest ever sales since itsinception. (n)Code posted a total sales turnover of Rs.146.00 Crore against Rs.129.27Crore in previous year registering a growth of 12.94%. This division has contributedhighest ever profit of Rs.37.00 Crore against Rs.29.52 Crore in previous year an increaseof 25.34% across all its business segments.

(n)Code has been apprised at level 5 of the Capability

Maturity Model Integration for Services (CMMI-SVC) by M/s KPMG based on the standardmethod developed by Carnegie Mellon University USA. It is a noteworthy achievement for(n)Code as it is amongst the four organizations in Gujarat and 43 organizations globallyto whom such certification have been issued.

To achieve sustained growth in IT business (n)Code has undertaken several newinitiatives in the areas of smart cities intelligent transportation system integrationGeographical Information Systems security and surveillance Digital Mapping and Surveysbusiness intelligence Data Analytics etc. A detailed analysis of Company’soperational and financial performance is presented under a separate section on"Management Discussion & Analysis" forming part of this report.


Considering the Company’s excellent financial performance and to ensure thatshareholders get sustained return on their investments your Directors have recommended adividend of Rs.2/- per equity share (20%) on 155418783 equity shares for the year ended31st March 2016 for approval by the shareholders at this Annual General Meeting. Thedividend payout will work out to Rs.31.08 Crore plus dividend tax of Rs.6.33 Crore and thetotal outgo works out to around Rs.37.41 Crore. This amounts to 16.53% of the Net Profitsof the Company.


Your Company has earned Net Profit of Rs.226.36 Crore for the year 2015-16. Afterdeducting therefrom Rs.128.95 Crore being the balance of Statement of Profit & Lossbrought forward from the previous year an amount of Rs.97.41 Crore is available forappropriation. Out of this Rs.37.41 Crore inclusive of Tax on Dividend is earmarked fordividend. The Company proposes to transfer Rs.50 Crore to General Reserve. The balanceamount of Rs.10 Crore is proposed to be carried to Balance Sheet.


International market of fertilizers saw a sharp fall in prices during the year. Lookingto the low international prices Government of India (GoI) reduced subsidy on P&Kfertilizers covered under the Nutrient Based Subsidy (NBS) for 2016-17.

A huge outstanding on account of unpaid subsidy and freight payments is creating aheavy interest burden on Fertilizer Industry. GoI is slowly but steadily pursuing itsinitiatives to transfer subsidy directly to the farmers and is in the process ofidentifying 16 Districts across the country for undertaking pilot project for payment offertilizers subsidy as Direct Benefit Transfer (DBT) to the beneficiaries engaged inagriculture production.

GoI has directed fertilizer companies to open ‘Model Fertilizer Retail Shops’all over the country. GoI has made it mandatory for all chemical fertilizers suppliers topromote and market City Compost Fertilizers (CCF) by scientifically processing the UrbanSolid Waste and has announced a Market Development Assistance of Rs.1500/- PMT tofertilizers suppliers on its sale. Your Company has started marketing of CCF in Gujarat asper the directive of GoI.


1) Di-Calcium Phosphate Project :

It was reported last year that as a part of expansion plan the Company has initiatedactions for setting-up Di-Calcium Phosphate (DCP) Project based on HCl in a joint venturewith M/s Ecophos SA Belgium. Your Directors are happy to inform that the Company hasentered into a Joint Venture Agreement with Ecophos and a Company in the name of"EcoPhos GNFC India Private Limited" has been incorporated on 14th March 2016for setting-up of the said project at a total estimated cost of Rs.526 Crore with anequity investment of Rs.24 Crore for GNFC and Rs.134 Crore for EcoPhos in the ratio of15:85 respectively. With the implementation of this project entire HCI generated asby-product from TDI-II Plant Dahej will be utilized for production of DCP resulting intoimprovement in the profitability of TDI business. The Company is concentrating on speedyimplementation of DCP Project as a downstream integration of TDI-II Dahej Plant.

2) Neem Oil Project :

Government of India (GoI) last year made it mandatory in the Fertilizer Policy tomanufacture 100% Neem coated Urea by all Fertilizer Companies. In pursuance of the saidpolicy your Company has undertaken a Socio-economic Neem Project for captive requirementas well as catering the market requirements with a social-economic objective to generateincome for poor rural women / landless labours / farmers. During FY 2015-16 the Companyproduced around 800 MTs of Neem Oil and 6000 MTs of Neem Cake by processing about 10000MTs of Neem Seeds through Neem Oil producers with a total revenue generation of aroundRs.13.61 Crore which has directly benefitted to the poor rural women / labours / farmers.Neem cake is used as organic fertilizer by farmers.

The Company is planning to set-up its own production facility of Neem Oil by installingan expelling unit in addition to the processing of Neem Seeds through existing Neem Oilproducers in Gujarat. During the current year the Company is planning to process around20000 MTs of Neem Seeds for production of Neem Oil and Neem cake.

3) Lime Purification Project:

GNFC is planning to set up a Joint Venture Company with M/s Santosh Agrochem LLP topurify its by product - Lime to make it more marketable. This will resolve theenvironmental issues and at the same time add value to the product.

4) Solar Power Generation Project :

Gujarat Electricity Regulatory Commission (GERC) vide gazette notification dated01-07-2015 has notified that Renewable Purchase Obligation (RPO) will be applicable tothe companies consuming electricity generated from conventional Captive Generating Plantfor its own use and / or electricity procured from conventional generation through OpenAccess. As per the notification minimum quantum of electricity from solar sourcecurrently should be 1.75% of total captive power generation and /or procured through OpenAccess. The percentage share of solar power is expected to increase substantially over aperiod of time. RPO will be applicable as Company is having conventional CaptiveGenerating Plant at Bharuch site and procuring electricity from conventional generationthrough Open Access at Dahej site.

In order to fulfill the RPO as per GERC notification the Company is planning to set up5 MW Solar power generation facilities at Bharuch and Dahej Complex.


As required under Section 134(3)(c) read with Section 134(5) of the Companies Act2013 your Directors state that –i) in the preparation of Annual Accounts for theyear ended 31st March 2016 the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures if any therefrom had beenfurnished; ii) they had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at end of the financial year and ofthe profit of the Company for that period; iii) they had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities if any; iv) they had prepared Annual Accounts ona going concern basis; v) they had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and vi) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


There has been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.



The Company does not have any subsidiary Company. However the Company has an AssociateCompany namely Gujarat Green Revolution Co. Ltd. (GGRCL). A report on performance andfinancial position of GGRCL is given in Form No. AOC-1 to the Consolidated FinancialStatements and the same has not been repeated here for the sake of brevity.

During the year 2015-16 a Company in the name of "Ecophos GNFC India PrivateLimited" (EGIL) was incorporated on 14th March 2016 in joint venture with M/sEcoPhos SA Belgium for setting up of 200000 MTPA Di-calcium Phosphate Project at Dahej.The first Accounting Year of EGIL is from the date of incorporation i.e. from 14th March2016 to 31st March 2017 and therefore Report on Performance and Financial Position forFY 2015-16 in respect of EGIL has not been provided in the Annual Report.


As required under Section 129(3) of the Companies Act 2013 read with Regulation 33 ofSEBI (Listing Obligations

& Disclosure Requirements) Regulations 2015 the Company has prepared ConsolidatedFinancial Statement in respect of its Associate Company namely Gujarat Green RevolutionCo. Ltd. for FY 2015-16 and forms part of this Annual Report.


During the year the Company made an investment in the equity of Ecophos GNFC IndiaPrivate Ltd. a Joint Venture Company as one of the subscribers to the Memorandum ofAssociation by subscribing 1500 Shares of Rs.10/- each amounting to Rs.15000/-.

The Company has not given any Loan or Guarantee or provided any Security in connectionwith a loan to any other Body Corporate or person during the year.


The Company has formulated a Policy for Related Party Transactions (RPTs) which isavailable on Company’s website. This policy deals with the review and approval ofRPTs. The Board of Directors has approved the criteria for granting Omnibus approval bythe Audit Committee within the overall framework of policy on RPTs.

The Company has not entered into any materially significant RPTs during the year and donot attract the provisions of Section 188 of the Companies Act 2013. Accordingly thedisclosure of RPTs as required under

Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Suitable disclosure asrequired by Accounting Standards (AS-18) relating to RPTs has been made in the Notes tothe Financial Statement.

A disclosure on RPTs has also been furnished in the ‘Report on CorporateGovernance’ forming part of this report.


(i) Board Meeting :

Six (6) meetings of the Board were held during the year 2015-16.

(ii) Committees of the Board :

Currently there are six Committees of the Board as under:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee;

4. Corporate Social Responsibility Committee;

5. Project Committee; and

6. Human Resource Development Committee.

All the recommendations made by the Audit Committee were accepted by the Board.

Details of composition of Board and its Committees which are mandatorily required tobe constituted major terms of reference of these Committees the meetings held during theyear and attendance of the Directors at such meetings are provided in the ‘Report onCorporate Governance’ forming part of this report.


The Company has formulated a Nomination Remuneration & Evaluation Policy asrequired under Section 178 of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The details of remuneration to Directors / Key ManagerialPersonnel / Senior Management and other employees are furnished in the "Report onCorporate Governance" forming part of this Report.


The Company is committed to carry out the annual performance evaluation of the Boardits Committees and Individual Directors by putting in place the framework in line with thecriteria formulated in the policy.


During the year under review S/Shri HV Patel IAS (Retd.) Sunil Parekh and PiruzKhambatta were appointed Independent Directors (IDs) at the last AGM held on 26th

September 2015 for a term of three consecutive years up to 30th September 2018. Theyare not liable to retire by rotation. None of the ID is due for reappointment. In terms ofSection 161 of the Companies Act 2013 Smt. Mamta Verma IAS and Shri VD Nanavaty wereappointed Additional Director with effect from 5th October 2015 and 5th April 2016respectively. They will hold office of Directors upto the date of this AGM. Dr. JN SinghIAS who was appointed a Director in the casual vacancy caused by the resignation of Dr.Hasmukh Adhia IAS will hold office up to the date of this AGM. Suitable resolutionsproposing the appointment of Smt. Mamta Verma IAS Shri VD Nanavaty and Dr. JN Singh IASas Rotational Directors are included in the Notice of this AGM for your approval.

Retirement by Rotation:

In terms of Section 152 of the Companies Act 2013 Dr. Rajiv Kumar Gupta IAS beingDirector liable to retire by rotation will retire and is proposed to be reappointed atthis AGM.

Declaration by Independent Directors:

The Company has received necessary declarations from all Independent Directors underSection 149(7) of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 to the effect that they meet criteria of independence aslaid down in the said Act and Listing Regulations.

Change in Directorate :

The information relating to change in other Directorship during the year is furnishedin the ‘Report on Corporate Governance’ forming part of this report.

Your Directors place on record their deep sense of appreciation of the valuableservices rendered by the outgoing Directors and take this opportunity to welcome the newDirectors.

Key Managerial Personnel :

During the year under review Shri RA Shah ceased to be Chief Financial Officer (CFO)w.e.f. 02/01/2016 and Shri Vikram Mathur was appointed as CFO effective from that date.


As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act’) and Rules made thereunder yourCompany has constituted Internal Complaints Committee / Gender Equality Committee toredress the complaint(s) received if any regarding sexual harassment. No complaint wasreceived during the year. A formal Policy against Sexual Harassment of Women at Workplaceis in place.


The Company has in place a Risk Management Policy. Under this Policy various riskspertaining to operations & maintenance financial and other organizational risks areassessed evaluated and continuously monitored for taking effective mitigation steps. RiskManagement Report inter-alia containing major anxiety areas and action plan for theirmitigation and noteworthy risk management activities carried out by the Company isperiodically reviewed by the Audit Committee and Board of Directors.

The Company has adequate internal controls commensurate with the nature of its businessand size and complexity of its operations. Details of internal control system are given in"Management Discussion & Analysis Report" forming part of this Report.


Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 an extract of Annual Return in Form MGT-9 is enclosed asAnnexure - I to this Report.


In accordance with the requirement of Section 135 of the Companies Act 2013 read withthe Companies (CSR Policy) Rules 2014 the Company has constituted a Corporate SocialResponsibility Committee and formulated a CSR Policy. Annual Report on CSR activities isenclosed as Annexure - II to this Report. As a responsible corporate the Company has beenimplementing societal activities directly as well as through its CSR arm –Narmadanagar Rural Development Society (NARDES) in the areas covered in CSR Policy andSchedule-VII to the Companies Act 2013.


The Company has established a Vigil Mechanism-cum-Whistle Blower Policy for Directorsand employees of the Company to report their genuine concerns details of which have beengiven in the "Report on Corporate Governance" forming part of this Report.


No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.


The "Management Discussion & Analysis" on the business and operations ofthe Company and the Report on Corporate Governance together with the following areattached herewith and form part of this Annual Report.

• Declaration of Code of Conduct.

• Certificate from Practicing Company Secretary with regard to Company’scompliance with the conditions of Corporate Governance.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3) (m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is enclosed as Annexure - III to this Report.


The information required under Section 197(12) of Companies Act 2013 read with Rule5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isenclosed as Annexure - IV to this Report. The information as required under Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - V to this Report.


M/s. Deloitte Haskins and Sells Chartered Accountants the existing Statutory Auditorsof the Company were reappointed at the 38th AGM held on 26.09.2014 to hold office till theconclusion of forthcoming 40th AGM for a period of two years. Accordingly they willretire at this 40th AGM.

In accordance with the provisions of Section 139 and other applicable provisions ifany of the Companies Act 2013 and the relevant Rules framed thereunder it is proposedto appoint M/s. SRBC & Co. LLP Chartered Accountants a Member firm of E&Y Indiaas Statutory Auditor of the Company for a term of five consecutive years at the ensuing40th AGM till the conclusion of 45th AGM in place of retiring Auditors M/s. DeloitteHaskins and Sells Chartered Accountants.

Notes to Financial Statements (Standalone and Consolidated) forming part of AuditedFinancial Statements are self explanatory and need no further explanation. There are noqualifications or adverse remarks in the Auditor's Report which require any clarification/ explanation.


The Board of Directors has on the recommendations of Audit Committee appointed M/sDiwanji & Co. Cost Accountants Vadodara as the Cost Auditor of the Company forfinancial year 2016-17.

In accordance with the provisions of Section 148 of the Companies Act 2013 read withRule 14 of the Companies (Audit & Auditors) Rules 2014 the remuneration payable toCost Auditor is required to be ratified by the Shareholders at the AGM. A suitableOrdinary Resolution in this regard is included in the Notice of this AGM for yourapproval. The Company has e-filed the Cost Audit Report for the financial year 2014-15with the Ministry of Corporate Affairs (Cost Audit Branch) on 29th September 2015. Thedue date of filing the said report was 30th September 2015.


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 the Board of Directors hadappointed Shri VL Vyas Practicing Company Secretary to conduct Secretarial Audit of theCompany for the financial year ended 31st March 2016. The Secretarial Audit Report inForm MR-3 is enclosed as Annexure – VI which does not contain any qualificationreservation or adverse remark.


During the year there was no fraud to be reported by Auditors under Section 142(12) ofthe Act.


The Company has not accepted any Fixed Deposit during the year. No amount on account ofprincipal or interest was outstanding as on the date of Balance Sheet.


The properties and insurable assets and interest of your Company such as buildingsplants & machineries and stocks amongst others are adequately insured. As requiredunder Public Liability Insurance Act 1991 your Company has also taken necessaryinsurance cover.


Industrial relations during the year under review have remained extremely cordial andharmonious. Your Directors convey their high sense of appreciation for the contributionmade by the employees at all levels.


The Directors wish to place on record their deep sense of gratitude for the supportreceived from Government of India and Government of Gujarat. We take this opportunity ofextending our wholehearted thanks to all our Consumers Dealers Customers BanksBusiness Associates SEBI NSDL CDSL Stock Exchanges and other Agencies for theircontinued support and co-operation. Your Directors are also thankful to the valuedInvestors for strengthening their bond with the Company.

For and on behalf of the Board of Directors
Place : Gandhinagar G R Aloria
Date : 22nd August 2016 Chairman