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Fertilizers & Chemicals Travancore Ltd.

BSE: 590024 Sector: Agri and agri inputs
NSE: FACT ISIN Code: INE188A01015
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OPEN 149.95
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VOLUME 31296
52-Week high 160.00
52-Week low 73.50
P/E 23.56
Mkt Cap.(Rs cr) 9,237
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 149.95
CLOSE 149.95
VOLUME 31296
52-Week high 160.00
52-Week low 73.50
P/E 23.56
Mkt Cap.(Rs cr) 9,237
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Fertilizers & Chemicals Travancore Ltd. (FACT) - Director Report

Company director report

Dear members

Your Directors are pleased to present the 77th Annual Report and the AuditedStandalone and Consolidated Financial Statements of the Company for the Financial Yearended 31st March 2021 and Auditors Report thereon.

The financial year 2020-21 was an excellent year for the Company in the productionmarketing and financial front.

Your Directors are happy to inform you that your Company has achieved all time highoperating profit and touched new height in production and marketing of fertilizers duringthe financial year 2020-21.

Major Highlights of your Company for the year 2020-21 are;

• All time high operating profit of D 352 Crore.

• Surpassed the MoU excellent targets for all end-products in Production andSales.

• Surpassed One Million MT mark in fertilizer production and sales.

• All time high Production of Factamfos (NP 20:20:0:13) - 8.61 Lakh MT.

• All time high Ammonium Sulphate production - 2.46 Lakh MT.

• All time high Factamfos sale - 9.23 Lakh MT.

• All time high sale of Ammonium Sulphate - 2.51 Lakh MT.

• All time high sale of City Compost - 13238 MT.

• Imported six parcels of MOP (161104 MT) and one parcel of NPK 16:16:16 (27541MT)

• Started coastal shipping for movement of fertilizers.

• Started power trading through Indian Electricity Exchange.

• Extended fertiliser marketing operations to Pan-India.

• Final stage of completion of trial run of the Caprolactam plant.

• Secured SKOCH GOLD award for Corporate Excellence.

• Secured first place in the Kerala State Energy Conservation.

• ISO 50001: 2018 certification for FACT Udyogamandal Complex.

• Secured "Sreshta Suraksha Puraskar" for the outstanding safetyperformance.

• Secured safety awards for both the productions Divisions.

• Award from Pollution Control Board.

• Recognition in implementation of Official Language.

Performance- 2020-21

1. Financial Performance (Standalone)

Financial Performance of the Company for the year ended March 312021 is summarizedbelow:

D in crores

Particulars 2020-21 2019-2020
Net Sales 3258.82 2769.91
Other Income 67.59 31.63
Total Revenue 3326.41 2801.54
Total Expenses 2974.43 2798.20
Profit before Exceptional Items and Tax 351.98 3.34
Exceptional Items 0 972.17
Earnings before interest depreciation and Taxes (EBIDTA) 619.93 1282.86
Interest 245.26 289.34
Depreciation 22.69 18.02
Profit for the year 351.98 975.50
Other comprehensive Income -35.03 5.33
Total Comprehensive Income 316.95 980.83

DIVIDEND

Due to accumulated loss your directors have not recommended any dividend for thefinancial year 2020-21. The Company has not transferred any amount to Reserve during thefinancial year 2020-21.

2. Production

Production (in MT) (in MT)
2020-21 2019-2020
Factamfos 20 : 20 861455 844738
Ammonium Sulphate 245676 220951
Sales (in MT) (in MT)
2020-21 2019-2020
Fertilisers 1350445 1117540
Gypsum 302259 287635

On Production front Factamfos production for the fiscal 2020-21 was 8.61 lakh MT andAmmonium Sulphate 2.45 Lakh MT as compared to 8.45 Lakh MT and 2.21 lakh MT respectivelyduring the previous year. Factamfos (NP 20:20:0:13) production of 8.61 Lakh MT is an alltime high surpassing the previous best of 8.45 Lakh MT and Ammonium Sulphate production of2.46 lakh MT is the highest in last 20 years.

During the financial year 2020-21 the Company has achieved a capacity utilization of135.98% in production of Factamfos and 109.19% in production of Ammonium Sulphate ascompared to 133.34 % and 98.20% respectively during the financial year 2019-20.

3. Marketing

During the financial year 2020-21 Factamfos sale was 9.23 lakh MT and AmmoniumSulphate sale was 2.51 lakh MT as compared to 8.35 lakh MT and 2.35 lakh MT respectivelyduring the financial year 2019-20.

The Company envisages to recapture the potential markets in Andhra Pradesh TelanganaKarnataka and develop the markets in Maharashtra Gujarat West Bengal Odisha and Bihar.During the financial year 2020-21 FACT further expanded marketing territory to state ofBihar by sending its first rake of fertilizers.

During the financial year 2020-21 FACT has started trading of Chemicals like Ammoniaand Sulphuric Acid.

FACT has started coastal shipping as a new mode of transport of fertilizers to theeastern and western coasts of the Country. Two consignments of 1120 MT of AmmoniumSulphate was dispatched to West Bengal through Haldia Port. During the tough time ofCOVID-19 Pandemic coastal shipping also helped the Company to ensure regular supply offertilizers to farmers in coastal States.

Power Purchase through Open Access

During the year 2020-21 the Company has started procurement of power from IndianElectricity Exchange (IEX) through competitive bidding on a day-ahead basis. This allowsthe Company to procure power from a number of generating companies linked to IEX oncompetitive rates rather than buying from Kerala State Electricity Board Limited.

Material changes and commitment

There were no material changes and commitments affecting the financial position of thecompany between the end of financial year (31st March 2021) and the date of the report.Similarly there was no change in the nature of business of the company during thefinancial year 2020-21.

Memorandum of Understanding with Government of India

Your Company has been entering into a Memorandum of Understanding (MoU) with theDepartment of Fertilizers Ministry of Chemicals and Fertilizers Government of Indiasetting the performance parameters and targets every year. Your Company has secured‘Good’ rating for the year 2019-20 from ‘fair’ rating in 2018-19signifying a marked improvement in performance.

The performance rating for 2020-21 MoU is yet to be finalised by the Govt. of India andthe Company expects to achieve ‘Very Good’ rating this year.

COVID-19

During the financial year 2020-21 the COVID-19 pandemic developed rapidly forced theCentral and State Governments to enforce social distancing and lock-downs all over theCountry. By making suitable adaptations in the operation schedule raw material planninglogistics product despatch and marketing arrangements FACT could minimise the impact ofCOVID-19 during the year.

Company took all possible steps to contain the outbreak of COVID -19 in all thedivisions of the Company by providing thermal scanners at entry points sanitizers handwashes adopting steps for social distancing distribution of face masks dissemination ofinformation among employees for creating awareness continuous sanitation of all areasdistribution of homoeo medicines for employees and their families control of visitorsetc. Indigenous foot operated and electronic sanitizer dispensing machines were developedand installed at all entry levels.

The Company is maintaining its operations adhering to COVID-19 protocols and does notexpect any major impact of COVID-19 in the day to day activities.

Management Discussion and Analysis Report

Management Discussion and Analysis Report covering the operational aspects for the yearunder review as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (as amended) is presented in a separate section forming part ofDirectors’ Report.

Corporate Governance

The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Board lays emphasison transparency and accountability for the benefit of all stake-holders of the Company.The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 annexed to this report forms an integral partof this report.

Business Responsibility Report

The Business Responsibility Report as stipulated under Regulation 34 (2) of SEBI (LODR)Regulations 2015 is forms part of this Directors’ Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the financial year ended March312021 prepared in accordance with Section 129(3) of the Companies Act 2013 and relevantaccounting standards form part of the Annual Report.

The Consolidated Financial Statement have been prepared under equity method along withCompany’s Standalone Financial Statements.

Associate Company

FACT-RCF Building Products Limited (FRBL) and Kerala Enviro Infrastructure Ltd. are theassociate companies of FACT. During the financial year 2020-21 no Company hasbecome/ceased to become subsidiaries/Joint Ventures/ Associate Company of FACT. Inaccordance with the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the associate companies andjoint ventures in Form AOC-1 is provided as part of the Annual Report.

Report on financial position and Performance of Joint Venture

During the financial year 2020-21 the financial results of FRBL show a net loss of D5.99 crore. Due to the accumulated loss the entire networth of FRBL has been eroded. TheCompany has created provisions for the entire investment and advances made in FRBL.

The financial results of Kerala Enviro Infrastructure Ltd. for the financial year2020-21 shows a profit of D 1.16 Crore. Sustainable Development

Your Company is giving priority on implementing several sustainable developmentactivities. FACT Cochin Division is having 10 KW Solar unit and is planning for 6 MW solarenergy project to increase sustainable energy input.

Roadmap for sustainability / Capital Projects

During the financial year 2019-20 Union Cabinet has accorded approval for CAPEX worthRs. 608 crores for implementing essential capital jobs with a view to enhance thereliability of production plants and compliance with changing statutory requirements andsetting up of additional raw material storage tanks and 1650 TPD Factamfos plant.

Department of Fertilizers has accorded approval for recruitment of 234 employees forrestart of Caprolactam operation on 5th May 2021. The Company is planning to restartCaprolactam operation during the financial year 2021-22 after completing major maintenanceactivities and installing online effluent monitoring facilities.

Company also plans to invest in critical renovation and modernizing schemes fordebottlenecking raw material and product handling facilities.

The main capex projects under the consideration of the Company are as follows.

1650 TPD Factamfos plant at FACT Cochin Division at Ambalamedu

The Company is planning to setup a 1650 TPD plant for production of NP 20.20.0.13.Environmental clearance has already been received and the project is under the tenderingstage.

Additional Ammonia Storage of 10000 MT at Cochin Division

The Company is planning to setup additional Ammonia storage tank of 10000 MT at CochinDivision at Ambalamedu. The project is under tendering stage.

Phosphoric Acid storage tank at Willingdon Island

Work order has been issued for setting up of additional Phosphoric Acid storage tank atWillingdon Island. Two Sulphuric Acid storage facility (5000 MT) at Cochin Division

Civil foundation work is in progress for construction of Sulphuric Acid storage tank atFACT Cochin Division. Work order has been issued for fabrication and erection of the tank.

Construction of New barge for transportation of Ammonia

Work order has been issued for construction of new Ammonia Barge and Bullets fortransportation of Ammonia and the work is in progress.

Reconstruction of South Coal Berth at Cochin Port Trust

The Company has signed an MoU with Cochin Port Trust for reconstruction of AmmoniaBerth at Willingdon Island and the work is in progress.

ISO Certification

All fertilizer plants in Udyogamandal Complex and Cochin Division are certified for ISO14001:2015. FACT Cochin Division was certified for ISO 14001:2018. The Certificate isvalid for 3 years from 12th January 2021. FACT Cochin Division was certifiedas an ISO 9001-2015 Company.

Pollution Control Activities

FACT gives top priority to ensure clean air and better living environment to theinhabitants in and around the factory.

The effluent treatment plant and emission control facilities are kept in operationalong with the plant throughout the year. Treated effluent and gas emissions dischargedfrom plants conform to the standards prescribed by the Kerala State Pollution ControlBoard.

The Fuel required for startup and shut down activities in 550TPD Sulphuric Acid Planthas been changed over from Kerosene to Re-Gasified Liquefied natural Gas (RLNG). By doingso fuel consumption in 550 TPD Sulphuric Acid plant has been reduced since natural gashas a higher caloric value. Being a green fuel pollutant concentration in gaseousemission has been minimized.

The 600 TPD Sulphuric Acid plant took a leap ahead by changing over its fuel fromKerosene to the clean energy fuel - RLNG.

As per directions from Central Pollution Control Board (CPCB) & Kerala StatePollution Control Board (KSPCB) continuous online monitoring and web uploading ofemission parameters has been implemented. All analyzers have been installed as perguidelines and the parameters are uploaded in KSPCB & CPCB websites.

The Company could maintain all effluent parameters within limits as specified by thestatutory authority. As per an agreement between FACT and Kerala Enviro InfrastructureLimited (KEIL) the accumulated stock of hazardous wastes viz. spent V2O5 catalysts andSulphur Muck were sent to KEIL for final disposal.

Awards and recognitions

1. FACT has won the "SKOCH GOLD award for Corporate Excellence" on 20-02-2021

2. FACT Cochin Division has won the Award for Outstanding Safety Performance"Sreshta Suraksha Puraskar" In Very large Factories category from NationalSafety Council Kerala Chapter (NSC-KC)

3. FACT Cochin Division has bagged Award for EXCELLENCE IN SAFETY MANAGEMENTconstituted by National Safety Council Kerala Chapter (NSC-KC).

4. Employees of FACT Cochin Division secured first prize in All Kerala Safety QuizCompetition and All Kerala Safety Essay (English) writing completion for IndustrialEmployees organized by NSC-KC.

5. FACT Cochin Division has won the Safety Award - 2020 in the Category of Very LargeChemical Factories constituted by the Factories and Boilers Department Government ofKerala.

6. Safety Committee of FACT Udyogamandal Complex has won the award for Best SafetyCommittee Organized by the Factories and Boilers Department Government of Kerala.

7. FACT - Cochin Division is awarded "Winner" under the category ‘Largescale deployment of Energy Efficient Motors’ in the 4th edition of CII NationalEnergy Efficiency Circle competition held in June 2020

Official Language

FACT is giving utmost priority to the implementation of the Official Language Act andRules issued from time to time by the Ministry of Home Affairs Government of India.Meetings of the Official Language Implementation Committee are held regularly under thechairmanship of Chairman & Managing Director of the Company. In order to createenthusiasm in the Official Language among the employees Hindi Department regularlyorganizes several programs for the employees and officers of various divisions of thecompany. Hindi Fortnight celebrated at corporate level with various competitions andprizes are given to the winners.

The Company is organizing Hindi workshops and training programmes for employees onquarterly basis to give information about Official Language Rules. In order to do moreofficial work in Hindi the company gives cash incentives to the employees.

Public procurement policy of Micro and Small Enterprises (MSEs) Order 2012

During the financial year 2020-2021 the Company has procured material worth Rs. 107.98crore from MSEs. Most of the feed stocks and Fertiliser inputs procured by FACT are notavailable with the MSEs. FACT has paid all dues pertaining to MSEs and no dues are pendingas on date.

Company is giving priority to Micro and Small Enterprises for procurement as perdirectives issued by the Government of India from time to time.

FACT is registered with TReDs platform of Receivable Exchange of India Limited (RXIL) ajoint venture by SIDBI and NSE for providing bills discounting facilities to MSMEs.

Directors and Key Managerial Personnel

Appointments

Pursuant to the Government of India Ministry of Chemicals & FertilisersDepartment of Fertilisers Order No.95/1/ 2019-HR-PSU dated 01st September2020 Ms. Aparna S Sharma was appointed as Government Nominee Director on the Board ofthe Company.

Government of India Ministry of Chemicals & Fertilisers Department ofFertilisers vide Order No.88/03/2017-HR- 1 dated 10th November 2020appointed Shri S Sakthimani as Director (Finance) of the Company.

Government of India Ministry of Chemicals & Fertilisers Department ofFertilisers vide Order No.86/1/2017-HR-I dated 22nd March 2021 Shri A SKesavan Nampoori was appointed as Director (Technical) of the Company.

Retirements and Resignations

On superannuation Shri A Ganesan Director (Finance) ceased to be the Director of theCompany with effect from 31.07.2020.

Consequent to Government of India Ministry of Chemicals & Fertilisers Departmentof Fertilisers Order No 95/1/ 2019-HR-PSU dated 01st September 2020 MsGurveen Sidhu ceased to be the Government Nominee Director on the Board of the Companywith effect from 01.09.2020.

On completion of the term Shri Harsh Malhotra who was holding additional charge ofDirector (Technical) FACT ceased to be Director of the Company with effect from01.12.2020.

The Board place on record its appreciation on the valuable services rendered by Shri AGanesan Director (Finance) Ms Gurveen Sidhu Government Nominee Director and Shri HarshMalhotra Director (Technical)

Reappointment of Independent Directors

During the financial year 2020-21 no Independent Directors has been reappointed on theBoard of the Company as per section 149 (10) of the Companies Act 2013.

Disqualification of Directors

None of the Directors has committed any disqualification as provided under section 164of the Companies Act 2013. Annual Evaluation of Board.

FACT being a Government Company all appointments on the Board is made by theGovernment of India Ministry of Chemicals and Fertilizers Department of Fertilizers. Theperformance of Directors are evaluated by the Ministry of Chemicals & FertilizersDepartment of Fertilizers Government of India. As per Government of India Ministry ofCorporate Affairs notification dated 5th June 2015 clause (e) and (p) ofsub-section 3 of Section 134 of the Companies Act 2013 relating to appointmentremuneration and Annual evaluation of Board on its performance are not applicable to FACT.

However suitable mechanism is being evolved for Annual Performance evaluation of Boardas per SEBI (LODR) Regulation 2015.

Declaration of Independent Directors

The Independent Director had made declaration of independence under sub-section (6) ofSection 149 of Companies Act 2013 during the financial year 2020-21.

Meetings of the Board

During the financial year 2020-21 Five meetings of the Board were convened and held.The details of the meetings of the Board of Directors are given in the report on CorporateGovernance which is part of this report. The intervening gap between the meetings waswithin the limit prescribed under the Companies Act 2013.

Secretarial Standards

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto "Meetings of the Board of Directors" and "General Meetings"respectively have been followed by the Company.

AUDITORS

(1) Statutory Auditors and Statutory Auditor’s Report

M/s. K Venkatachalam Aiyer & Co. Chartered Accountants Kochi was appointed asStatutory Auditors of the Company for the financial year 2020-21 by the Comptroller andAuditor General of India. M/s Sundar & Ram Chartered Accountants Chennai wasappointed as Branch Auditors for the year 2020-21 for the Area / Regional Offices atTamil Nadu and Kerala by the Comptroller and Auditor General of India. M/s Akasam &Associates Chartered Accountants Hyderabad was reappointed as Branch Auditors for theyear 2020-21 for the Area / Regional Offices at Andhra Pradesh Telengana and KarnatakaStates by the Comptroller and Auditor General of India.

The report of the Statutory Auditors on the financial statements for the financial year2020-21 is a qualified report. Clarification of the Management in respect of qualificationin Auditor’s Report is given below.

AUDITOR’S QUALIFICATION MANAGEMENT REPLY
As explained in Note #1.2.2 and Note #35 regarding the sale of land and conversion of lease hold to free hold land to the Company though the Government of Kerala (GoK) has accorded freehold right to the Company over 143.22 acres of land during the financial year 2019-20 the Company is yet to receive freehold title. According to the Company the fair value of the non-monetary asset of freehold title of the land converted as required under Ind AS 16-Property Plant and Equipment and the consequent revenue cannot be recognised at this stage not quantified. In view of this we are unable to comment on the compliance of the said Ind AS and the impact thereof on the financial statements. The Audit Qualification is relating to sale of land to Government of Kerala during the financial year 201920 as per the decision of the Union Cabinet. Statutory Auditors have not quantified the Impact of Audit Qualification. FACT has complied with the directive of the Union Cabinet on sale of land and received the consideration also. The observation is relating to conversion of 143.22 acres of leasehold land held by the Company to freehold. Pending issue of title deed and other formalities in connection with conversion Company continues the classification of said land as leasehold land. Since there is no change in the status of the land as per the books of the Company the Compliance of IND AS does not arise.

(2) Cost Audit

As prescribed under section 148 of the Companies Act 2013 read with the Companies(Cost Report and Audit) Rules 2014 the cost accounting records are being maintained bythe Company. M/s Rajendran Mani & Varier Cost Accountants Kochi has been appointedas Cost Auditors of the Company for the year 2020-21. Cost Audit report for the financialyear 2019-20 was filed with Ministry of Corporate Affairs on 01.12.2020.

(3) Secretarial Audit

M/s SVJS & Associates Company Secretaries Kochi has been appointed asSecretarial Auditors of the Company for the year 2020-21. The report of the SecretarialAuditor is annexed to this report as Annexure-1. The Secretarial Auditor has made thefollowing observations in their Secretarial Audit Report.

‘The Board of directors of the Company comprises of Executive and Non-ExecutiveDirectors. As per Regulation 17 (1) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the board of directors shallhave an optimum combination of executive and non-executive directors with at least onewoman director and not less than fifty per cent of the board of directors shall compriseof non-executive directors. During the financial year 01.04.2020 to 31.03.2021 fifty percent of the Board of directors of the Company does not comprise of Independent Directorsand non-executive directors. The Audit Committee Stakeholder Relationship Committee andNomination Remuneration Committee comprises of only one Independent Director. Further theCompany has not appointed women Independent Director.’

Explanation on observations made by Secretarial Auditors in their report are as under;

Your Company is a Central Public Sector Undertaking under the administrative controlof Department of Fertilizers Ministry of Chemicals & Fertilizers Government ofIndia and Directors on the Board of the Company are nominated / appointed by theGovernment of India. Once the Company receive notification from the Government of India onappointment of Non-official Part time (Independent) Directors the Company shall complythe provisions of SEBI (LODR) Regulation on appointment of Directors. The Company shallalso reconstitute the Sub-committees of the Board in line with SEBI (LODR) Regulationsonce the notification on appointment of Independent Directors is obtained.

The Company will comply the provisions of regulations 17(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 once the notification ofappointment of Independent Directors is issued by the Government of India

Audit Committee

In line with the provisions of Section 177 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 an Audit Committee of the Boardhas been constituted. Details of Members/ Meetings of the Audit Committee are elaboratedin the report on Corporate Governance annexed here with. There were no instances in whichthe Board has not accepted any recommendation of the Audit Committee.

Public Deposit

During the financial year 2020-21 the Company has not accepted any deposit frompublic.

Investor Education and Protection Fund (IEPF)

During the year 2020-21 FACT has not transferred any amount to Investor Education andProtection Fund. No amount is pending for transfer to IEPF.

Market Capitalization - Top 500 Companies

Based on Market Capitalization as on March 312021 your Company is one among the top500 listed Companies. Contract or arrangement with related parties

The transactions entered with related parties for the year under review were on armslength basis and in the ordinary course of business. The disclosure in form No AOC-2 forthe transactions with related parties during the period under review is enclosed asAnnexure -2.

Corporate Social Responsibility

FACT continues to give priority on various Social Responsibility measures during thefinancial year 2020-21. The Company has constituted a Board level Committee as per theprovisions of Companies (Corporate Social Responsibility Policy) Rules 2014. Annual Reporton CSR as per the provisions of Companies (Corporate Social Responsibility Policy) Rules2014 is annexed to this report as Annexure-2A.

Risk Management

FACT has formulated a risk management policy for identification of potential area ofrisk and mitigation of the same. FACT is having adequate risk management infrastructure inplace capable of addressing all potential risks.

Vigil Mechanism & Whistle Blower Policy

FACT is having a vigil mechanism for directors and employees to report their concerns.The Directors and employees can approach Chairman Audit Committee of the Board directlyand report their concern in appropriate case. The vigil mechanism and whistle blowerpolicy is published in the web site of the Company www.fact.co.in.

Code of Conduct

FACT is having a code of conduct known as FACT Code of business Conduct and Ethicsapplicable to the members of the Board and all senior executives of the Company. The codehas been posted on the Company’s website www.fact.co.in .

The code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and Senior Executives of the Company.

The Board members and Senior Executives of the Company have affirmed compliance of thecode of Conduct for the financial year 2020-21.

Prevention of Insider Trading

No instances of insider trading have been reported on FACT shares till date. A code ofconduct for prevention of insider trading and code for corporate disclosure is publishedin the website of the company www.fact.co.in .

Particulars of Loan given Investment made Guarantees given and Securities provided

Particulars of Investment made by the Company are provided in the financial statementfor the year 2020-21.

During the financial year 2020-21 FACT has not provided any loan/guarantee or made anyinvestment within the purview of Section 186 of the Companies Act 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has formulated an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment.

Following are the summary of sexual harassment complaints received and disposed offduring the period under review:

Number of complaints at the beginning of the year: Nil Number of complaints receivedduring the year: Nil Number of complaints disposed off during the year: Nil Number ofcomplaints at the end of the year: Nil

Particulars of Employees

During the year under review none of the employees of the Company had drawnremuneration in excess of the limit prescribed under section 134 (3)(c) of the CompaniesAct 2013 read with Companies (Appointment of Managerial personnel) Rules 2014.

Vigilance

Vigilance Department in FACT is an integral part of the Management function. ThisDepartment functions with the concept of "Vigilance for Corporate Excellence"and works with a moto "committed to Institute and Internalize ethical practices inFACT". Adopting an approach of proactive and preventive Vigilance this Departmentstrives to improve the quality management systems within FACT by creating a corruptionfree environment for each individual to strive for high level performance towardsachieving the Vision and Mission of FACT.

The work profile of Vigilance Department includes investigation of complaints receivedfrom various sources surprise inspections regular surveillance/intelligence gatheringscrutiny of procurement/contract files scrutiny of property returns of employeescoordination with CVC and other Government Departments.

During the financial year 2020-21 the Company has observed Vigilance awareness weekfrom 27th October 2020 - 2nd November 2020 in line with thedecision of Central Vigilance Commission and conducted several programs to createvigilance awareness.

Integrity Pact

An integrity Pact in line with Government of India guidelines in this regard has beenfinalised and implemented in the company.

The Right to Information Act 2005

FACT is complying the provisions of the Right to Information Act 2005 and the detailsrelating to Public Information Officer Assistant Public Information officer AppellateAuthority Nodal officer etc. are published in the website of the Company www.fact.co.in .

Extract of Annual Return

The Extract of Annual Return of the Company as provided under Sub section (3) ofSection 92 of Companies Act 2013 is published on the website of the Companywww.fact.co.in

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Information regarding the conservation of energy technology absorption and foreignexchange earnings and-outgo as required to be disclosed in terms of the Companies(Accounts) rules 2014 is set out in a separate statement attached to this report.

Dividend Distribution Policy

In terms of the Regulation 43A of SEBI (LODR) Regulations 2015 the Board of Directorsof your Company have adopted Dividend Distribution Policy. The Policy is available on thewebsite of the Company www.fact.co.in

Director’s Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors hereby statethat:

(a) in the preparation of annual accounts for the year ended March 312021 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.

(b) the directors have 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 March 312021 and of profit andloss statement for the year ended March 312021.

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

General

The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview.

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the company underany scheme.

4. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the whole time Directors of the Company receiveany remuneration or commission from its Associate Company.

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

7. No fraud has been reported by the auditors to the Audit Committee or to the Board.

Acknowledgement

Your Directors gratefully acknowledge the valuable guidance and support extended byHon’ble Minister of Chemicals and Fertilisers Hon’ble Minister of State forChemicals and Fertilisers Hon’ble Chief Minister of Kerala the Secretary Ministryof Chemicals and Fertilisers and other officials of the Ministry of Chemicals andFertilisers as well as other Ministries of the Government of India Department of PublicEnterprises and the State Governments of Kerala Tamil Nadu Karnataka Andhra PradeshTelangana Bihar Odisha West Bengal and Union Territory of Puducherry.

The Directors deeply appreciate the committed efforts put in by the employees and lookforward to their dedicated services and endeavor in the years ahead to enable the Companyto scale greater heights.

The Directors also acknowledge the continued support extended by the ShareholdersDealers Suppliers Bankers Valued Customers and Auditors of the Company the Press andElectronic Media.

For and on behalf of the Board of Directors

(Kishor Rungta)

Chairman And Managing Director

DIN-00231106

Place : Udyogamandal

Date : 23-08-2021

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