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Khaitan Chemicals & Fertilizers Ltd.

BSE: 507794 Sector: Agri and agri inputs
BSE 00:00 | 06 Jul 95.50 -1.00






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OPEN 97.30
VOLUME 26910
52-Week high 156.95
52-Week low 51.50
P/E 11.44
Mkt Cap.(Rs cr) 926
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 97.30
CLOSE 96.50
VOLUME 26910
52-Week high 156.95
52-Week low 51.50
P/E 11.44
Mkt Cap.(Rs cr) 926
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Khaitan Chemicals & Fertilizers Ltd. (KHAICHEM) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 40 Annual Report of your Company alongwithAudited Financial Statement for the financial year ended 31 March 2022.


The financial performance of the Company for the year ended 31

Particulars 2021-22 2020-21
Sales 82377.79 48083.82
Total Income 82503.66 48137.57
Surplus before interest depreciation exceptional items and Tax 12284.83 6189.28
Less: Financial Cost 1262.42 1354.96
Cash Profit before tax 11022.41 4834.32
Less: Depreciation 733.76 657.52
Exceptional Items - -
Profit /(Loss) before taxation 10288.63 4176.80
Provision for current tax 2630.03 804.93
Income Tax of earlier year (19.39) 7.78
Deferred tax (338.87) 669.54
Profit /(Loss) after taxation 8016.86 2694.55
Transfer to General Reserve - -
Earning Per Share (face value of Re. 1/- each) 8.27 2.78



The year 2021-22 saw the Company start in a country wide lockdown following thepandemic break out in the first quarter. The first quarter saw an initial set back insales and lifting of fertilizers due to the late announcement of the Nutrient BasedSubsidy on 19.05.2021 instead of 1.04.2021. This lead to uncertainty in prices affectingsales. However despite these factors your Company saw an improved performance and faredwell in the year 2021-22. The Company was able to produce and sell higher quantities ofFertilizer as well as Chemicals.

The Company has produced 534645 MT (previous year 453218 MT) of Single SuperPhosphate (SSP) Fertilizer and 213969 MT (previous year 184234 MT) of Chemicals &Speciality Chemicals and sold 533654 MT of SSP (previous year 466237 MT) &117910 MT of Chemicals (previous year 111071 MT) respectively.

During the current year the turnover of your Company has increased from Rs. 48137.57lacs for the year 2020-21 to Rs. 82503.65 lacs for the year 2021-22 the operating incomehas increased from Rs. 6189.26 lacs in 2020-21 to Rs. 12284.83 lacs in 2021-22 and thecash profit has increased from Rs.4834.32 lacs to Rs. 11022.41 Lacs in the respectiveperiods while the net profit after tax has increased from Rs. 2694.55 lacs toRs.7984.99 lacs.

The Company is continuously putting in efforts to increase the share of ‘valueadded' fortified fertilizers in its product range. The fortified fertilizers launched bythe Company have been well accepted by the farmers.

The trend of all raw materials including Rock Phosphate and Sulphur remainedcontinuously rising throughout the year mainly due to global sentiment constraints indomestic supply and short availability of material from various suppliers of almost allitems. While assessing the increase in prices the GOI increased the Nutrient Based Subsidyfor SSP from Rs. 2643/- per MT to Rs. 7513/- per MT w.e.f. May 20 2021 offsetting theincrease in prices to a substantial extent. However the prices continue their upward trendand the Government may decide to further increase the fertilizers subsidy for the year2022-23 to cushion the increase in farm gate prices.

In the coming year 2022-23 the long range forecast of monsoons is normal for a fourthconsecutive year. This coupled with the rise in the farm produce in the Kharif and Rabihas given a good disposable income in the hands of the farmers. The estimate of 316mn plusproduction of food grains in 2021-22 bodes well for the farmers and the Country.

The Ministry of Fertilizers has created a separate cell in the Department of Fertilizerfor SSP Fertilizers with a view to encourage the Industry and address issues andconstraints in the SSP Industry. The Ministry is desirous of doubling the production andsupply of SSP from 52 lac MT to 100 lac MT in 2022-23. The creation of the cell has helpedincrease the supply of SSP in the year 2020-21 to 52.72 lacs MT from 46.25 lacs MT.Further the increased focus towards quality compliance in the SSP Industry is gainingmomentum and has started to yield good results. With the improvement in the overallquality of the Industry the organized sector and the Industry as a whole is expected to dowell.


The Company has obtained clearance for manufacturing of Speciality and other Chemicalswhich are related to its existing products and accordingly the Company has bifurcated its"Fertilizers and Chemicals" segment into "Fertilizers" and"Chemicals & Speciality Chemicals" segments by recognizing it as a profitcenter w.e.f. April 1 2021.


The Soya Industry is passing through an uncertain phase with widespread activities ofspeculation by Industry players. The Company has not operated its solvent plants sincelast several years. The Board of Directors have proposed to dispose off the entire assetsof this division.


Based on the Company's performance the Board of Directors have declared interimdividends of Re.0.15 per equity share (face value of Re. 1/- per share) in its meetingheld on November 2 2021. The Board of Directors have also proposed to recommend a finaldividend of Re. 0.15 per equity share (face value of Re. 1/- per share) taking the totaldividend to Re. 0.30 per equity share (face value of Re. 1/- per share) for the financialyear 2021-2022 previous year Re. 0.25 per equity share (face value of Re. 1/- per share).

Dividend Distribution Policy:

Pursuant to Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Top 1000 Listed Entities basedon market capitalization are required to formulate a Dividend Distribution Policy.

The Board has approved and adopted the Dividend Distribution Policy and the detail ofthe Dividend Distribution Policy has been uploaded on the Company's website Web-link:


The paid up Equity Share Capital as on 31 March 2022 was Rs. 969.89 Lacs divided into96989200 shares of Re. 1/- each. During the year under review the Company has notissued shares with differential voting rights nor granted stock options nor sweat equity.


The Company has not transferred any amount to General Reserves for the financial year2021-22.


Dividend which was declared by the Company for the year ended March 31 2015 at theAnnual General Meeting held on August 5 2015 and remained unclaimed will be transferredto the Investor Education and Protection Fund of the Central Government on October 3 2022pursuant to the provisions of Companies Act 2013. Thereafter no claim shall lie ondividend for the year ended March 31 2015 from the shareholders.


The Company has availed Term Loan of Rs. 11.25 Crores from HDFC Bank Ltd. formodernization of SSP and Acid Plants.


The Company has not accepted any deposits from the public during the year under reviewpursuant to the provisions of Section 73 of the Companies Act 2013 & the DepositRules made there under.


Information required under section 134(3)(m) of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 isannexed in Form-A of Annexure ‘A' and forms part of the report.

Your directors are of the opinion that the Company has already opted for latesttechnology for producing Single Super Phosphate Sulphuric Acid. Hence informationspecified to be given in Form-B of Annexure ‘A' is not applicable.


In accordance with Schedule V(B) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Report (Annexure-B).


The Company has earned Rs. NIL on export of goods (Previous year Rs. NIL) and incurredRs. 28951.94 lacs (Previous year Rs. 11672.25 lacs) on import of Raw Materials Fees& Subscription and Interest on Foreign Currency Loan.


The Board has re-appointed Shri Shailesh Khaitan (DIN: 00041247) as a Chairman &Managing Director of the Company for a period of three years with effect from April 12022 to March 31 2025 subject to the approval of the members in ensuing general meeting.

The Board has also re-appointed Shri Jagdish Lal Jajoo (DIN: 02758763) Whole TimeDirector of the Company for a period of three years with effect from April 22 2022 toApril 21 2025 subject to the approval of the members in ensuing general meeting.

Particulars of the directors seeking appointment/re-appointment are provided in thenotes forming part of the notice for the ensuing Annual General Meeting as required underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Company has received disclosures from all the directors and none of the directorshas been disqualified as stipulated under Section 164 of the Companies Act 2013 and rulesmade thereunder.

During the year the Board of Directors met Six (6) times. The details of the BoardMeetings and the attendance of the Directors are provided in the Corporate GovernanceReport (Annexure - C).


The following employees were designated as whole-time key managerial personnel asrequired under section 203 of the Companies Act 2013 by the Board of Directors during theyear under review:

(a) Shri Shailesh Khaitan Chairman & Managing Director;

(b) Shri Utsav Khaitan Joint Managing Director;

(c) Shri Harsh Vardhan Agnihotri President & Chief Financial Officer and

(d) Shri Kamlesh Joshi Company Secretary (Compliance Officer) & Senior GeneralManager


The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 read with Regulation 16 (B) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Board is also of the opinion that theIndependent Directors fulfill all the conditions specified in the Companies Act 2013making them eligible to act as Independent Directors.


Your Company has always strived to maintain appropriate standards of good corporategovernance. The report on corporate governance as stipulated under Schedule V (C) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Report. The requisite certificate confirming compliance with the conditions ofcorporate governance as stipulated under the said clause is attached to this report. (AnnexureC).


The Company has no Subsidiary/Joint Venture/Associate Company.


During the year under review the Company has not made any investments or given loan orprovided security or guarantees falling under the provisions of Section 186 of the "theAct".


As per the requirement of Section 177 (9) of the Companies Act 2013 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015the Companyhas established a Vigil Mechanism called the ‘Whistle Blower Policy' for Directorsand Employees to report concern of unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy and the details of the WhistleBlower Policy has been uploaded on the Company's website Web-link: 2022/05/Vigil-Mechanism-Policy.pdf


As per the requirement of Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Section 177 of the Companies Act 2013. Thepresent strength of the Audit Committee comprises of Shri Balmukund Dakhera Shri VijayGupta and Ms. Veena Chadha. Shri Balmukund Dakhera Chartered Accountant is the Chairmanof the Audit Committee of the Company. All the members of the Audit Committee areindependent and non-executive directors. The recommendations of audit committee were dulyaccepted by the Board of Directors.


Pursuant to Section 178 of the Companies Act 2013 the rules made there under andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Nomination & Remuneration Committee comprises of Shri Balmukund DakheraChairman Shri Vijay Gupta and Ms. Veena Chadhaas its members.

The Nomination & Remuneration Committee framed a policy for selection andappointment re-appointment removal appraisals of Directors and Senior Management andthe same is stated in the Corporate Governance Report (Annexure C).


The Company had appointed M/s. NSBP & Co. Chartered Accountants New Delhi asStatutory Auditors of the Company for carrying out the Statutory Audit of the Company forthe Term of 5 years commencing from the conclusion of 35th Annual General Meeting to theconclusion of 40th Annual General Meeting of the Company (from Financial Year 2017-18 to2021-22).

The present term of the Statutory Auditors will be completed on the conclusion of 40thAnnual General Meeting of the Company scheduled to be held on June 23 2022 and areeligible for re-appointment for another term of five consecutive years. The Board ofDirectors at their meeting held on April 22 2022 has decided to re-appoint for anotherterm of five consecutive years commencing from conclusion of 40 Annual General Meeting tothe conclusion of 45 Annual General Meeting of the Company (from Financial Year 2022-23 to2026-27) subject to the Shareholders approval at ensuing Annual General Meeting.

The Company has received a certificate from them to the effect that their appointmentas Statutory Auditors of the Company would be within the limit prescribed u/s 139 &141 of the Companies Act 2013 & also received a peer review certificate issued by theICAI ‘Peer Review Board' as required under the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

There have been no instances of fraud reported by the Statutory Auditors under Section143 (12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.

The notes on accounts referred to and the Auditors' Report are self-explanatory andtherefore do not call for any explanatory note.


The Board of Directors in pursuance of an order under section 148 of the CompaniesAct 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules 2014 issuedby the Central Government has appointed on the recommendation of Audit Committee M/s.M.P. Turakhia & Associates Cost Accountants Indore as Cost Auditors to conduct auditof the cost accounts maintained by the Company in respect of Fertilizer Sulphuric Acidand Soya products for the financial year 2022-23.

As required under Companies Act 2013 a resolution seeking members approval for theremuneration payable to cost Auditor forms part of the notice conveying the Annual GeneralMeeting for their ratification.


M/s. APAS & Company Chartered Accountants New Delhi is appointed as InternalAuditor of the Company to conduct the internal audit of the Company for the Financial Year2022-23 as required under Section 138 of the Act 2013 and the Companies (Accounts)Rules 2014.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined. The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control System and suggests improvements to strengthen thesame. To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee of the Board. Based on the report of internal auditfunction Company undertakes corrective action in their respective areas and therebystrengthens the controls. Recommendations along with corrective actions thereon arepresented to the Audit Committee of the Board and accordingly implementation has beencarried out by the Company.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed on the recommendation of Audit Committee M/s. Ritesh Gupta & Co. CompanySecretaries Indore (C.P. No. 3764) to undertake the Secretarial Audit of the Company forthe financial year 2022-23.

The Secretarial Audit Report for the year 2021-22 does not contain any qualificationreservation or adverse remark. The Secretarial Audit Report is self-explanatory andtherefore do not call for any explanatory note and the same is annexed herewith as(Annexure - D).


The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI).


Pursuant to Section 135 of Companies Act 2013 and the relevant rules the CorporateSocial Responsibility Committee comprises of Shri Jagdish Lal Jajoo as the Chairman andShri Utsav Khaitan Shri Balmukund Dakhera Shri Vijay Gupta & Ms. Veena Chadha as itsmembers. The detailed CSR Policy has been uploaded on Company's Website Web-link:

The details on CSR activities are annexed herewith as (Annexure - E)


Pursuant to the provisions of section 134 (3)(p) of the Companies Act 2013 andapplicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement and effectiveness of the Board and its Committees with the Company.


In compliance with the provisions of Section 92 of the Companies Act 2013 the AnnualReturn of the Company for the financial year ended March 31 2022 has been uploaded on thewebsite of the Company and the web link of the same is


In terms of Section 134(5) of the Companies Act 2013 your Directors confirm that:

1. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

2. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 March 2022 and of the profit& loss ofthe Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956/2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. they have prepared the annual accounts on a going concern basis.

5. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively.

6. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.


As per the requirement of Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated the Policy on Materiality ofRelated Party Transactions. All such transactions that were entered into during thefinancial year were on an arm's length basis and in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the same hasbeen approved by the Board. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseen and repetitive nature and the same is beenreviewed by the Audit Committee on quarterly basis. The company has framed Policy onMateriality of Related Party Transactions and on Dealing with Related Party Transactionsand is placed on the Company's website and the web link for the same is Company has also formed Related Party Transactions Policy and the web link for

Pursuant to the provisions of Section 134 (3) (h) of the Companies Act 2013 theparticulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 and prescribed in Form AOC-2 of Companies (Accounts)Rules 2014 are appended as Annexure-F to this report. Related Party Transactionsduring the year have been disclosed as a part of Financial Statements as required underAccounting Standard 18 issued by the Institute of Chartered Accountants of India.


Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange ofIndia Limited (NSE) which provides a wider access to the investors nationwide.

The Company has made all the compliances of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 including payment of annual listing fees up toMarch 31 2023 to the BSE & NSE.


The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2022 98.60% of the share capital stands dematerialized.


1. Risk Management Committee:

Pursuant to Regulation 21 (5) of the SEBI (Listing Obligation and DisclosuresRequirement) Regulation 2015 (Top 1000 listed entities determined on the basis of marketcapitalization as at the end of the immediate preceding financial year) the Board hasconstituted the Risk Management committee on April 22 2022 comprising Shri Utsav KhaitanChairman and Shri Balmukund Dakhera Shri Vijay Gupta as its members to frame implementand monitor risk management plan of the Company.

2. Risk Management Policy:

The Company has in place Risk Management Policy as per requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 134(3)(n) of theCompanies Act 2013 which requires the Company to lay down procedure for risk assessmentand risk minimization. The Board of Directors Audit committee and the Senior Managementof the Company should periodically review the policy and monitor its implementation toensure the optimization of business performance to promote confidence amongst stakeholders in the business processes plan and meet strategic objectives and evaluate tackleand resolve various risks associated with the Company. The business of the Company isexposed to various risks arising out of internal and external factors i.e. IndustryCompetition Input Geography Financial Regulatory Other Operational InformationTechnology related other risks.

The details of Risk Management Policy as per requirement of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Section 134(3)(n) of the Companies Act2013 has been uploaded on Company's Website in policies section at

Implementation of the Scheme:

The functional managers at all locations will be responsible for identifying andassessing the risks within their areas of responsibilities and actions agreed beforehandto resolve such risks. They will report for any new risk or changes in the existing riskto the President/Managing Director. The Board and the senior executives of the Companywill oversee the implementation of the policy and review the same periodically; the Boardwill be updated on key risks faced by the Company and the mitigating actions taken toresolve them.


"The Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2021-22.

No of complaints received: ? NIL

No of complaints disposed off: Not Applicable"?


No material changes have occurred and commitments made affecting the financialposition of the Company between the end of the financial year of the Company and the dateof this report. There is no order passed by any regulator or court or tribunal against thecompany impacting the going concern concept or future operations of the Company.


In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and the rules there under as amended from time to time forms part of this report (Annexure-G).

There are no instances of employees who was in receipt of remuneration in excess of thelimit prescribed in provisions of Section 197 (12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the rules made there under.

In accordance with the provisions of Section 136 of the Act the Annual Report andAccounts are being sent to all the Members of the Company excluding the aforesaidinformation and the said particulars will be made available on request and also madeavailable for inspection at the Registered Office of the Company. Any Member interested inobtaining such particulars may write to the Company Secretary of the Company.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.


The Board of Directors wish to place on record its sincere appreciation for thesupport and co-operation received from all its stakeholders including customerspromoters shareholders bankers suppliers auditors various departments/ agencies ofCentral/State Government and other business associates of the Company.

Your Board recognizes and appreciates the contributions made by all employees at alllevel that ensure sustained performance in a challenging environment.

for and on behalf of the Board
Date:22.04.2022 DIN: 00041247

I - Form `A' for disclosure of particulars with respect to conservation of energyand forming part of Directors Report:

A) Power & Fuel Consumption:

Current Year Previous Year
1. Electricity:
a) Purchased Units (KWH) 17023062 14693966
Total amount (Rs. in Lacs) 1496.16 1357.93
Rate/Unit (Rs.) 8.79 9.24
b) Own generation:
i. Through diesel generator Units(KWH) 71990 30978
Total amount (Rs. in Lacs) 24.21 7.83
Rate/Unit (Rs.) 33.62 25.28
ii. Through steam turbine Units *(KWH) 15576052 12631788
Total amount - -
(*Net of Self Consumption in TG)
2. Coal:
Quantity (In MT) 5578.96 4728.49
Total Cost (Rs. in Lacs) 419.13 276.42
Rate/Unit (MT) (Rs.) 7518.07 5845.84
3. Furnace oil:
Quantity (K. Lts.) 151 151
Total Amount (Rs. in lacs) 63.65 45.82
Average Rate /Lt. 42.20 30.39

B) Consumption per Unit of Production:

Item Product Current Year Previous Year
Electricity (KWH/MT) S.S.P./G.S.S.P 35.03 33.72
S.A./Oleum/Liquid So3 64.09 65.04
Labsa - -
Soya Oil/Doc N.A. N.A.
Coal (KG/MT) Soya Oil/Doc/Power N.A. N.A.
G.S.S.P. 26.94 26.18