Your Directors are pleased to present the 23rd Annual Report and theAnnual Audited Financial Statements for the financial year ended March 31 2021along with the notes forming part thereof.
1. FINANCIAL AND OPERATIONAL HIGHLIGHTS
(Rs. in Lakhs)
|Particulars ||2020-2021 ||2019-2020 |
|Revenue from Operations ||113311 ||102227 |
|Other income ||7453 ||3134 |
|Profit before Depreciation Finance Costs Exceptional items and ||38537 ||29206 |
|Taxation || || |
|Less: Depreciation and amortization expenses ||4067 ||3374 |
|Finance Costs ||142 ||161 |
|Profit before Exceptional items and Taxation ||34328 ||25671 |
|Add: Exceptional items ||6623 ||- |
|Profit before Taxation ||40951 ||25671 |
|Less: Tax Expense ||11030 ||(14310) |
|Profit after Taxation ||29921 ||39981 |
|Add: Surplus brought forward from the previous year ||113194 ||80440 |
|Amount available for appropriation ||143115 ||120421 |
|Appropriation: || || |
|Other Comprehensive Income/(Loss)* ||(5) ||(71) |
|Payment of dividends (including tax) ||(3959) ||(7156) |
|Surplus carried to Balance Sheet ||139150 ||113194 |
*Remeasurement of (loss)/gain (net) on defined benefit plansrecognized as part of retained earnings.
Note: Figures are regrouped wherever necessary to make theinformation comparable.
The Company has declared and paid an interim dividend of RS.5.00 per equity share (i.e. 250% of the face value) during the financial year 2020-2021which was paid on or after November 25 2020. The Board of Directors is pleased torecommend a final dividend for the year of RS. 6.00 per equity share (i.e. 300% of theface value). The paid interim dividend and the recommended final dividend are inaccordance with the Dividend Distribution Policy of the Company which forms part of theAnnual Report. The Policy is also available on the Company's website at the web-linkhttps://nfil.in/policy/index.html.
3. YEAR IN RETROSPECT
For the year ended March 31 2021 your Company achieved total revenuefrom operations of RS. 113311 lakhs a growth of 11% as compared to RS. 102227 lakhsduring the previous year. Earnings before interest tax depreciation and amortization(EBITDA) before exceptional items increased by 32% from RS. 29206 lakhs in theprevious year to RS. 38537 lakhs during the year ended March 31 2021. Profit Before Tax(PBT) before exceptional items at RS. 34328 lakhs in the current year recorded anincrease of 34% as compared to RS. 25671 lakhs in the previous year.
The Operating Profit for the year before Other Income and Exceptionalitems grew by 19% over the previous year. Operating EBITDA before Other Income andExceptional items touched RS. 31084 lakhs up from RS. 26072 lakhs during the previousyear a growth of 19%. Operating EBITDA Margin for the year was at 27% against 26% in theprevious year.
During the year strong momentum in High Value Business performancecontinued. This business which consists of Specialty Chemicals and CRAMS saw a 32%growth over previous year. Legacy Business of Refrigerant Gases and Inorganic Fluorideswitnessed a 14% decline in revenues due to weak demand in H-1 because of COVID-19conditions.
CRAMS business achieved a robust growth of 62% during the current yearwith turnover touching RS. 27917 lakhs against RS. 17286 lakhs during the previous year.It contributed 25% of overall turnover for the year. Strong opening order pipelinesustained the sales through the year with addition of new customers and projects. Thefirst full year operation of cGMP3 plant saw optimum capacity utilisation as ourcapability to handle larger projects and complex chemistries significantly improved. Therewas a strong flow of projects from our existing customers as we continued to widen ourreach across global pharma majors. The CRAMS business outlook continues to be strong andthis vertical is expected to be one of the growth pillars for the Company.
Specialty Chemicals business reached a turnover of RS. 45275 lakhsvis--vis RS. 38104 lakhs in the previous year a growth of 19%. It contributed around40% of the overall turnover. The division showed growth driven by a mix of new customersnew products and market share gain. This business witnessed strong new project flows fromlife science and crop science segments and optimal utilisation of our facility. R&Dcapabilities and deep fluorination expertise will continue to strengthen neweropportunities pipeline while we also work on capacity expansion and enhancing the productportfolio. Inorganic Fluorides ended the year lower by 7% from RS. 20738 lakhs in theprevious year to RS. 19289 lakhs during the current year. It contributed around 17% ofthe overall turnover. The performance was lower due to major end user industries beingimpacted during first half of the year with operations at lower capacity because ofCOVID-19 related restrictions. However the business picked up during the second half ofthe year. During the year we were able to make inroads into new customers and also widenour end user segments.
Refrigerant Gases business was lower by 20% achieving a turnover ofRS. 20829 lakhs during the year against RS. 26099 lakhs in the previous year. Itcontributed around 18% of the overall turnover. This business too was severely impacteddue to COVID-19 restrictions. In the early part of the year the demand from the industrywas low due to lockdown and closure of operations of major players. The trade market wasalso shut and opened up slowly towards end of the second quarter. The export market wasimpacted due to softening of prices. Under the Montreal protocol phase down of HCFC 22(R22) for emissive purposes had begun from January 1 2015 in developing countriesincluding India. Effective January 1 2020 the second production cut has been initiatedto reach an overall 35% reduction of average baseline production of 2009-10.
During the year the Board of Directors approved a capital expenditurefor setting up of a Multi-Purpose Plant (MPP) with an outlay of RS. 19500 lakhs. Thecapex will be undertaken by the Company's wholly owned subsidiary Navin FluorineAdvanced Sciences Limited (NFASL') at Dahej Gujarat and will createopportunities for new products in life science and crop science sectors in the SpecialtyChemicals business. This investment will lay the foundation for the next phase of growthof our Specialty Chemical business. It will help us enhance our product offerings andstrengthen our customer relationships along with providing building blocks for futuregrowth. During the previous year the Board of Directors had approved a capitalexpenditure of RS. 9000 lakhs towards site development and related infrastructure onapproximately 74 acres of land for greenfield projects at Dahej (Gujarat). The Company hadalso entered into a $410 million multi-year contract with a global company for manufactureand supply of a High Performance Product (HPP) in the fluoro chemicals space. The projectentails an investment of about RS. 36550 lakhs in the manufacturing facility and RS.7100 lakhs in captive power plant. Both these projects are being executed through NFASLat Dahej (Gujarat) and are progressing as per plan. The HPP project will deliver theCompany's long term strategy of development of new capabilities expansion of ourproduct portfolio and reinforce the trust global customers have in our capabilitiesfluorine experience and strength in successfully scaling up of complex chemistries. Duringthe year the Company divested its shareholding of 34304900 equity shares of face valueRS. 10 each in Convergence Chemicals Private Limited (CCPL). CCPL was incorporated as aJoint Venture Company pursuant to a Joint Venture Agreement between Piramal EnterprisesLimited (PEL') and the Company with shareholding in the ratio of 51:49 betweenPEL and the Company respectively and both shareholders having joint management controlrights. Subsequently entire shareholding of PEL in CCPL was transferred to Piramal PharmaLimited (PPL') a subsidiary of PEL. The Company and PPL entered into a mutualagreement to increase PPL's stake in CCPL to 100% by buying out the Company's49% stake in CCPL at RS. 6510 lakhs. The Company also gave up its right to take lease inland for approx. 45092.33 sq./mtr earmarked for CCPL at GIDC Dahej at a considerationof RS. 790 lakhs. The Company sold immovable property (structures etc.) situated on thesaid land at GIDC Dahej for a consideration of RS. 738 lakhs. As part of the deal inconsideration of sum of RS. 100 lakhs paid by the Company to PPL the Company obtainedfrom PPL a perpetual licence to use the technical know how for development and marketingof select products. It is expected that the Company will leverage this developed chemistryfor growth in certain specialty chemicals. Additionally the Company would continue to bea key raw material supplier to CCPL.
Key raw material costs moved in a mixed trend through the year.Fluorspar prices were more or less stable and the Company continued its strategy ofimporting fluorspar from diverse sources across the globe. While chloroform pricessoftened by about 35% other critical raw materials like boric acid and BTF were higher by19% and 10% respectively year on year. On the energy cost front average power cost wasin line with the previous year. Exchange traded power was available throughout the year.Average natural gas price for the Company was higher by about 4% in the current fiscalcompared to that of the previous year.
While the Indian Rupee was volatile through the year it behaveddifferently against different currencies. Against USD it saw a consistent strengtheningall through the year and appreciated more than 3% towards the end of the fiscal comparedto its opening levels at RS. 75.22. Rupee was at its weakest in April at RS. 76.33 andstrongest in March at RS. 72.59. GBP which was around RS. 90.47 towards the beginning ofthe fiscal appreciated by more than 11% to touch RS. 101.81 level against the Indian Rupeetowards beginning of March. At the end of the current fiscal it was at RS. 100.47. Theexchange gain of RS. 199.44 lakhs as seen in the financials is on account of timingdifference of foreign exchange transactions and their realisation and / orrestatement.
During the year the Company continued to strengthen its teams acrossfunctions like Technology and Development Research and Development and BusinessDevelopment. Improvement of operational efficiencies new product development working onnovel chemistries developing long term partnerships continue to be the focus of theCompany. Through the year cross functional teams continued to work on successfulscale-up improving productivity quality and costs of various products to enablebusinesses gain competitive advantage in the market. The operating EBITDA growth of 19%over previous year and the improvement in EBITDA margins to over 27% in the current yearis a testament to this.
During the year amid the sustained implications of COVID-19 theCompany continued to keep away from debt instruments with its strategy of staying investedin more reliable and safer instruments like Fixed Deposits. Through the year the Companyhas been able to grow its overall treasury portfolio on the back of its strong cash flows.The Company has maintained its credit rating at CARE AA' indicating highdegree of safety with respect to timely servicing of financial obligations and very lowcredit risk for borrowings with a tenure of more than one year. The rating for short-termfacilities of tenure less than one year has been maintained at CARE A1+'indicating very strong degree of safety with respect to timely servicing of its short termfinancial obligations and lowest credit risk. During the year the Company maintainedCARE A1+' rating for issuance of Standalone Commercial Papers to the extent ofRS. 3000 lakhs.
During the year the Responsible Care' accreditation to theCompany was reaffirmed for another period of three years. The Company is amongst very fewCorporates in the country who has Responsible
Care' accreditation from the Indian Chemical Council.Responsible Care' is the chemical industry's unique global initiative thatdrives continuous improvement in HSE performance together with open and transparentcommunications with stakeholders. The Company also obtained Silver rating in EcoVadissustainability rating. The EcoVadis CSR rating methodology is based on seven foundingprinciples.
The year 2020-21 started with the COVID-19 pandemic in full force. Inmany countries including India there were severe disruptions to regular businessoperations due to lockdown restriction and other emergency measures imposed by theGovernment. In this backdrop the Company took various precautionary measures to protectemployees and workmen and the eco system in which they interact. In view of the variousdirectives of Central Government /Concerned State Governments relating to lockdown and theneed for social distancing the Company temporarily suspended manufacturing operations atits facilities at Bhestan Gujarat and Dewas Madhya Pradesh from March 25 2020 afterfollowing requisite safety protocols. The Company re-commenced its operations from April14 2020 in a phased manner after obtaining requisite permissions as applicable fromconcerned Government authorities.
At the onset of the COVID-19 crisis the Company rolled out harmonizedplans at all its manufacturing sites and the corporate office. The comprehensive plan wasto prioritize and safeguard the health safety and well-being of all our employees throughindependent teams at each site. The Company worked to ensure that as the manufacturingoperations stepped up and the sites became fully operational the health and safety of theemployees was not compromised. The sites and employees continued to work withoutdisruption by implementing adequate safety protocols systematic sanitization of premisesand restricted cross movement of employees through zoning mechanism. Various measures wereimplemented to ensure social distancing and contact tracing across the manufacturingsites health screening procedures were put in place and all employees and workmenunderwent thermal screening at the entrance of work premises. Self-health declaration wasimplemented through a system driven mechanism to track health of employees contractorsand visitors.
4. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company has six subsidiaries and one joint venture:
(i) Sulakshana Securities Limited (SSL) an entity created to settledues of the term lenders of Mafatlal Industries Limited remained a wholly-ownedsubsidiary of the Company. After settling all the third-party dues SSL was left witRs.1455 Sq. Meters of commercial floor space at Mafatlal Centre Nariman Point Mumbai and asignificant portion of this property has been leased out on contemporary terms. SSL isutilizing its current cash flows to repay its debt to the Company. During the year RS.303.00 lakhs has been repaid by SSL and its current outstanding to the Company is RS.709.39 lakhs.
(ii) The Company owns 100% of Manchester Organics Limited (MOL) aspecialized chemicals research company in Runcorn U.K. holding 51% of the ordinaryvoting shares of MOL directly and the balance 49% through NFIL (UK) Limited a 100%step-down subsidiary created for the purpose. During the year MOL reported turnover of4990K and net loss of 154K.
(iii) NFIL (UK) Limited is the Wholly Owned Subsidiary (WOS) of theCompany which was incorporated in the UK to acquire the balance shareholding of 49% ofManchester Organics Limited. (iv) A step-down subsidiary NFIL USA Inc. was formed as aWholly Owned Subsidiary of NFIL (UK) Limited. The primary objective of formation of thisCompany was to increase the market penetration in the USA of the CRAMS business andattracting appropriate talent as and when the business needs expansion. (v) Navin Fluorine(Shanghai) Co. Ltd. (which is the wholly owned foreign enterprise under Chinese Laws) wasincorporated with a view to have a strategic presence closer to the source of key rawmaterials for our specialty and CRAMS business. This presence helps us in taking informeddecisions on procurement in terms of timeliness availability quality and cost. Thesedecisions help in optimizing our costs proper planning and improve our margins. In viewof the foregoing it was thought prudent to have a permanent representation in China. Ourpresence in China is also helping us to create strategic partnerships with key vendors.
(vi) Navin Fluorine Advanced Sciences Limited (NFASL) was incorporatedduring the previous year. Through NFASL the Company has planned various capex programmesat Dahej (Gujarat). The current approved capital expenditure by the Board are RS. 9000lakhs for site development and related infrastructure on approximately 74 acres of landfor greenfield projects RS. 36550 lakhs in the manufacturing facility for High
Performance Product (HPP) in the fluorochemicals space RS. 7100 lakhsin captive power plant and RS. 19500 lakhs in Multi-Purpose Plant. Moreover furtherinvestment has been made by the Company in NFASL by subscribing to 24.50 crore equityshares of the face value of RS. 10/- each under the Right Issues.
(vii) The Company has subscribed to 25% of the initial equity sharecapital of Swarnim Gujarat Fluorspar Private Limited. It is a Joint Venture (JV) withGujarat Mineral Development Corporation Limited (GMDC) and Gujarat Fluorochemicals Limited(GFL) formed for the purpose of beneficiation of fluorspar ores to be supplied by GMDCfrom its mines. The entire quantity of the finished product viz. acid grade fluorspar willbe bought out by the Company and GFL. This is a feedstock de-risking initiative for longterm fluorspar supply assurance the most critical raw material of the Company.
(viii) As already mentioned earlier in this Report the Companydivested its entire 49% shareholding in CCPL to PPL and consequently CCPL has ceased tobe a joint venture of the Company from February 24 2021.
Pursuant to Section 129(3) of the Companies Act 2013 a separatestatement containing salient features of the financial statements of each subsidiary andjoint venture of the Company is annexed in the format of AOC-1 to the Financial Statementsof the Company. The financial statements of all the above mentioned subsidiaries and jointventures have been considered in the consolidated financial results of the Company.
During the year the Company did not have any material subsidiary.Policy on material subsidiary is available on web-link:http://www.nfil.in/policy/index.html.
The Annual Audited Financial Statements of all subsidiary companies areplaced on the Company's website at the weblink https://www.nfil.in/investor/annufireports.html.Copies of the same will be made available to interested Members who may write to theCompany Secretary for obtaining the same.
5. CAPITAL STRUCTURE OF THE COMPANY
During the year the Company has allotted an aggregate of 18900 fullypaid equity shares under Employees' Stock Option Scheme 2007 and Employees'Stock Option Scheme 2017.
Out of 14555 equity shares reflecting as partly paid equity sharesthe Company has received in-principle approval for listing in respect of 5635 equityshares from National Stock Exchange of India Limited and BSE Limited. The Company is inthe process of obtaining Corporate Action approvals from Depositories.
The paid-up share capital of the Company has been increased from RS.98954085/- (49469765 equity shares of face value of RS. 2/- each fully paid and14555 equity shares of RS. 2/- each RS. 1/- each paid-up) to RS. 98991885/-(49488665 equity shares of face value of RS. 2/- each fully paid and 14555 equityshares of RS. 2/- each RS. 1/- each paid-up) as on March 31 2021.
6. REPORTS ON MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATEGOVERNANCE
As required under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report and CorporateGovernance Report are annexed as Annexure 1' and Annexure 2'respectively to this Report.
7. BUSINESS RESPONSIBILITY REPORT
As required under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Business Responsibility Report describing theinitiatives taken by the Company from an environmental social and governance perspectivein the prescribed form is annexed as Annexure 3'.
8. CORPORATE SOCIAL RESPONSIBILITY (CSR)
At Navin Fluorine International Ltd. (a part of Padmanabh MafatlalGroup) fulfilling CSR is a way of life. The Company consistently endeavors to fulfill itsduties as a responsible corporate citizen. The Company has always worked towardsinitiating activities for the betterment of the disadvantaged vulnerable and marginalizedstakeholders in the society.
The constitution of the CSR Committee is Mr. Sudhir G. Mankad-Chairman Mr. Harish H. Engineer Member and Mr. Vishad P. Mafatlal - Member.
The CSR policy of the Company is reflective of its CSR philosophy andhighlights the snapshot of activities undertaken by the Company. The scope of the policyincludes the areas covered under the policy and activities eligible for CSR contribution.The other aspects covered by the policy include guiding principles for
(i) selection of CSR activities and annual action plan
(ii) execution of CSR activities and
(iii) monitoring CSR activities. The updated CSR policy of the Companyis available on the website of the Company at the web-linkhttps://www.nfil.in/policy/index.html.
Pursuant to the provisions of Section 135 of the Companies Act 2013the Company was statutorily required to spend RS. 435.40 lakhs towards CSR during FY2020-21. The Company has spent RS. 568.00 lakhs. Thus the Company has spent more amounton CSR activities than legally mandated which includes spending on the activities to curband combat with the COVID-19 crisis.
Additionally the Company has also contributed RS. 100 lakhs each tothe Chief Minister's Relief Funds of Gujarat Madhya Pradesh and Maharashtra with aview to assist the respective State Governments in their fight against COVID-19 pandemic.
The requisite details on CSR activities pursuant to Section 135 of theCompanies Act 2013 and as required pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014 are annexed as Annexure 4' to this Report.
9. INDUSTRIAL RELATIONS
The engagement with the workmen and staff remained cordial andharmonious during the year and the management received full cooperation from employees.The Company continues to focus on extensive training and developmental activities directedtowards safety quality and efficiency.
There were no disruptions to the business because of any Union issues.The total number of employees as on March 31 2021 was 859.
The properties insurable assets and interests of the Company such asbuildings plants and machineries and stocks among others are adequately insured.
11. EMPLOYEES' STOCK OPTION SCHEMES
The Company has two Employees' Stock Option Schemes viz.Employees' Stock Option Scheme 2007 (ESOS - 2007') and Employees'Stock Option Scheme 2017 (ESOS - 2017'). During the year there were nomaterial changes in the Employees' Stock Option Schemes of the Company and theSchemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014.
During the year no Stock Options were granted. Pursuant to theprovisions of SEBI (Share Based Employee Benefits) Regulations 2014 as amended from timeto time the details of stock options as on March 31 2021 are specified inAnnexure 5' to this Report.
12. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 22nd Annual General Meeting of the Company which was held onAugust 21 2020 Mr. Mohan M. Nambiar Non-Executive Non-Independent Director was dulyre-appointed as a Director of the Company as he retired by rotation and offered himselffor reappointment.
Mr. Radhesh R. Welling retires by rotation and being eligible seeksre-appointment at the forthcoming 23rd Annual General Meeting. Pursuant to therecommendations of the Nomination and Remuneration Committee Mr. Ashok U. Sinha wasappointed as an Additional and Independent Director by the Board of Directors on October28 2020 under Article 127 of the Articles of Association of the Company and Section161(1) of the Companies Act 2013. Under the said Section 161(1) he will hold office asan Additional Director up to the ensuing Annual General Meeting. As required under Section160 of the Companies Act 2013 a notice has been received from a member of the Companyproposing the candidature of Mr. Sinha for the office of Independent Director of theCompany. Accordingly it is proposed to appoint Mr. Sinha as an Independent Director for aterm of five consecutive years commencing from October 28 2020 and ending on October 272025.
Pursuant to the recommendations of the Nomination and RemunerationCommittee Mr. Sujal A. Shah was appointed as an Additional and Independent Director bythe Board of Directors on May 7 2021 under Article 127 of the Articles of Association ofthe Company and Section 161(1) of the Companies Act 2013. Under the said Section 161(1)he will hold office as an Additional Director up to the ensuing Annual General Meeting. Asrequired under Section 160 of the Companies Act 2013 a notice has been received from amember of the Company proposing the candidature of Mr. Shah for the office of IndependentDirector of the Company. Accordingly it is proposed to appoint Mr. Shah as an IndependentDirector for a term of five consecutive years commencing from May 7 2021 and ending onMay 6 2026.
At the Board Meeting held on May 7 2021 the Board of Directors basedon the recommendations of Nomination and Remuneration Committee approved there-appointment of Mr. Vishad P. Mafatlal as the Executive Chairman designated as Chairmanof the Company for a period of 5 years from August 20 2021 subject to approval of theMembers of the Company. Accordingly approval of the Members is sought for the saidre-appointment.
Brief profile of Mr. Radhesh R. Welling Mr. Ashok U. Sinha Mr. SujalA. Shah and Mr. Vishad P. Mafatlal has been given in the Notice convening the 23rd AnnualGeneral Meeting of the Company. Mr. Sharad M. Kulkarni resigned as an Independent Directorw.e.f. close of business hours of March 31 2021 due to ill health. He has confirmed thatthere is no other material reason for his resignation other than that which is stated inhis letter of resignation i.e. due to ill health. Mr. Kulkarni served on the Board sinceOctober 2006. He was the Chairman of the Audit Committee and Member of the Nomination andRemuneration Committee. He enriched the Board with his vast experience in varied aspectsof business. He remained committed to the highest standards of professionalism governanceand excellence. He proactively contributed in and guided the growth initiatives of theCompany over a period of time. His inputs have significantly benefited the Board and theCompany. The Board and the management places on record its deepest appreciation for thevaluable contribution made and guidance provided by Mr. Kulkarni during his tenure as aDirector of the Company.
13. COMMITTEE COMPOSITION
The Audit Committee comprised of Mr. Sharad M. Kulkarni (Chairman) Mr.Sunil S. Lalbhai (Member) Mr. Pradip N. Kapadia (Member) Mr. Mohan M. Nambiar (Member)and Mrs. Radhika V. Haribhakti (Member).
Due to resignation of Mr. Sharad M. Kulkarni from the Directorship ofthe Company w.e.f. March 31 2021 he ceased to be Chairman and Member of the AuditCommittee. Mr. Sunil S. Lalbhai was appointed as Chairman of the Audit Committee w.e.fApril 01 2021. During the year there were no instances when the recommendations of theAudit Committee were not accepted by the Board.
As required under Section 178(1) of the Companies Act 2013 read withRegulation 19 and Part D(A) of Schedule II of the Listing Regulations the Board hasconstituted a Nomination and Remuneration Committee. Mr. Sunil S. Lalbhai is theChairman of the Committee. Due to resignation of Mr. Sharad M. Kulkarni from theDirectorship of the Company w.e.f. March 31 2021 he ceased to be a Member of theCommittee. Mr. Harish H. Engineer has been inducted as a Member of the Nomination andRemuneration Committee with effect from April 1 2021 Mr. Mohan M. Nambiar is the otherMember of the Committee.
The details pertaining to the composition of various committees of theBoard including the Audit Committee Stakeholders' Relationship Committee Nominationand Remuneration Committee Corporate Social Responsibility Committee and Risk ManagementCommittee and the details of establishment of Vigil Mechanism are included in theCorporate Governance Report which is a part of this Report.
14. ANNUAL RETURN
The Annual Return of the Company is available on the website of theCompany at https://www.nfil.in/investor/annufireports.html.
15. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met six times. The details ofthe Board Meetings are provided in the Corporate Governance Report.
16. DIRECTORS' RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Companies Act2013 (the Act') your Directors report that:
(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period;
(c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) The Directors have prepared the annual accounts on a going concernbasis;
(e) The Directors have laid down internal financial controls (asrequired by Explanation to Section 134(5)(e) of the Act) to be followed by the Company andsuch internal financial controls are adequate and are operating effectively;
(f) The Directors have devised proper systems to ensure compliance withthe provisions of applicable laws and such systems are adequate and operating effectively.
17. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Pradip N. Kapadia Mr. Sunil S. Lalbhai Mr. Sudhir G. Mankad Mr.Harish H. Engineer Mrs. Radhika V. Haribhakti Mr. Atul K. Srivastava Mr. Ashok U. Sinhaand Mr. Sujal A. Shah are independent in terms of Section 149(6) of the Companies Act2013 and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The Company has received requisite annual declarations/ confirmationsfrom all the aforesaid Independent Directors confirming their independence.
The Board of Directors of the Company is of the view that IndependentDirectors fulfill the criteria of independence and they are independent from themanagement of the Company. All Independent Directors of the Company have confirmed thatthey have registered themselves with Independent Directors' Database of The IndianInstitute of Corporate Affairs (IICA') and have cleared the online proficiencytest of IICA if applicable.
18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters is approved by the Board of Directors based on the recommendation of theNomination and Remuneration Committee. The policy formulated under Section 178(3) of theCompanies Act 2013 covers remuneration to Non-Executive Directors remuneration to keymanagerial personnel and senior management and remuneration to other employees. The policylays down guidelines for remuneration of the Board Managing Director and employeescovering fixed and variable components and long- term reward options includingEmployees' Stock Option Schemes. It also lays the criteria for identification ofpersons for appointment as Directors and in senior management positions includingqualifications positive attributes and independence. The Policy is available on thewebsite of the Company at the web-link: http://www.nfil.in/policy/index.html.
19. LOANS GUARANTEES AND INVESTMENTS MADE BY THE COMPANY AS PERSECTION 186 OF THE COMPANIES ACT 2013
Particulars of loans given and of the investments made by the Companyas on March 31 2021 are given in the Financial Statements and its notes.
20. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during thefinancial year were in the ordinary course of the business and on the arm's lengthbasis. The Company has not entered into material contracts or arrangements or transactionswith the related parties in accordance with Section 188 of the Companies Act 2013 readwith the Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Company has nothing toreport in Form AOC-2 hence the same is not annexed.
The Related Party Transactions Policy is available on the website ofthe Company at the web-link: https://nfil.in/policy/index.html.
21. STATE OF COMPANY'S AFFAIRS:
The state of Company's affairs is given under the heading"Year in Retrospect" and various other headings in this Report and in theManagement Discussion and Analysis Report which is annexed to this Report.
22. ENERGY CONSERVATION TECHNOLOGY ABSROPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorptionforeign exchange earnings and outgo as required to be disclosed in terms of Section 134 ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is annexed asAnnexure 6' to this Report.
23. RISK MANAGEMENT POLICY
The Company has a structured risk management framework and policy thatprovides an all-inclusive approach to safeguard the organization from various risks bothoperational and strategic through adequate and timely actions. It is designed toanticipate evaluate and mitigate risks that could materially impact the businessobjectives. The potential risks are inventorised and integrated with the managementprocess such that they receive the necessary consideration during the decision making.More details are given in the Management Discussion and Analysis Report. In accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a RiskManagement Committee has been constituted having Mr. Vishad P. Mafatlal as Chairman andMr. Radhesh R. Welling Mr. Atul K. Srivastava Mr. Ketan Sablok and Mr. Lalit Soni asMembers.
The roles and responsibilities of the Committee are as under:
1. To periodically monitor and review the Risk Management plans andprocedures (including plan for cyber security)
2. To monitor and review the process and progress of:
a) risk identification and definition
b) risk classification
c) risk assessment and prioritization
d) risk mitigation
e) risk tracking/reporting mechanism
3. To carry out any other function as may be required by relevant lawsor delegated by the Board.
24. ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 performanceevaluation was carried out as under:
Board of Directors
In accordance with the criteria suggested by the Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes and Boarddynamics. The Independent Directors at their separate meeting also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board of Directors
The performance of the Audit Committee the Corporate SocialResponsibility Committee the Nomination and Remuneration Committee theStakeholders' Relationship Committee and the Risk Management Committee was evaluatedby the Board having regard to various criteria such as committee composition committeeprocesses and committee dynamics. The Board was of the unanimous view that all thecommittees were performing their functions satisfactorily and according to the mandateprescribed by the Board under the regulatory requirements including the provisions of theCompanies Act 2013 the Rules made thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
(a) Independent Directors: In accordance with the criteria suggested bythe Nomination and Remuneration Committee the performance of each Independent Directorwas evaluated by the entire Board of Directors (excluding the Director being evaluated) onvarious parameters like qualification experience availability and attendance integritycommitment governance independence communication preparedness participation and valueaddition. The Board was of the unanimous view that each Independent Director was a reputedprofessional and brought his/her rich experience to the deliberations of the Board. TheBoard also appreciated the contribution made by all the Independent Directors in guidingthe management in achieving higher growth and concluded that continuance of eachIndependent Director on the Board will be in the interest of the Company.
(b) Non-Independent Directors: The performance of each of theNon-Independent Directors (including the Chairperson) was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. Various criteria considered for the purpose of evaluation includedqualification experience availability and attendance integrity commitment governancecommunication etc. The Independent Directors and the Board were of the unanimous view thatall the Non-Independent Directors were providing good business and people leadership.
25. PARTICULARS OF EMPLOYEES
The requisite details under Section 197(12) of the Act and Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form partof Annexure 7' to this Report. The requisite details relating to theremuneration of the specified employees under Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 form part of thisReport. Further this Report and Financial Statements are being sent to Members excludingthe aforesaid annexure. In terms of Section 136 of the Act the said annexure will be openfor inspection by any Member. Interested Members may write to the Company Secretary.
26. PREVENTION OF WORKPLACE HARASSMENT
The Company is committed to provide an environment which is free ofdiscrimination intimidation and abuse. The Company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. During the year nocomplaints were received from employees.
27. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls overfinancial reporting. It has laid down certain guidelines policies processes andstructures which are commensurate with the nature size complexity of operations and thebusiness processes followed by the Company. These controls enable and ensure thesystematic and efficient conduct of the Company's business protection of assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting and financial records. The controls have been reviewed and found satisfactoryon the following key control matrices: a. Entity level controls b. Financial controls c.Operational controls The Company has built-in review and control mechanism to ensure thatsuch control systems are adequate and operating efficiently and these are persistentlyreviewed for effectiveness. The internal control system is maintained by qualifiedpersonnel and there is an internal audit review on a regular basis to suggest adequacyand effectiveness of the system and to recommend improvements.
28. STATUTORY AUDITORS
At the 19th Annual General Meeting held on June 29 2017 the Membersof the Company approved the appointment of Price Waterhouse Chartered AccountantsLLP (Firm Registration No. 012754N/ N500016) to hold office from the conclusion ofthe 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting ofthe Company. Consequent to an amendment to Companies Act 2013 ratification of StatutoryAuditor's appointment is not required at every Annual General Meeting.
29. AUDITOR'S REPORT
There are no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditors in their report on the Financial Statements ofthe Company for the Financial Year ended March 31 2021.
30. SECRETARIAL AUDIT REPORT
Pursuant to Section 204(1) of the Companies Act 2013 the SecretarialAudit Report for the Financial Year ended March 31 2021 given by Makarand M. Joshi &Co. Practising Company Secretaries is annexed as Annexure 8' to thisReport. The same does not contain any qualifications.
31. COST AUDITORS
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 maintenance of cost records is applicableto the Company and accordingly such accounts and records are being maintained. The Boardof Directors based on the recommendation of the Audit Committee appointed Mr.Bhalchandra C. Desai Cost Auditor (Membership No. M-1077) to audit the cost accounts ofthe Company for the financial year 2021-2022 on agreed remuneration of RS. 500000/-.
As required under the Companies Act 2013 necessary resolution seekingMembers' ratification for the remuneration payable to Mr. Desai is included as itemNo. 7 of the Notice convening the 23rd Annual General Meeting. The Cost Audit Report inrespect of financial year 2020-21 will be filed within the statutory timeline.
32. STATUTORY DISCLOSURES
a) The Company has not accepted any deposit from the public pursuant toSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014;
b) The Company has not issued equity shares with differential rights asto dividend voting or otherwise;
c) The Managing Director and Whole-time Director of the Company havenot received any remuneration or commission from any of its subsidiaries;
d) No significant and material Orders have been passed by theregulators or courts or tribunals which impact the going concern status and theCompany's operations in future;
e) The Company has nothing to disclose with respect to buyback ofshares;
f) None of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143(12) of the Companies Act 2013;
g) The Company has complied with the Secretarial Standards on Meetingsof the Board of Directors and General Meetings issued by the Institute of CompanySecretaries of India;
h) There were no material changes and commitments affecting thefinancial position of the Company that have occurred between the end of the financial yearto which the financial statements relate and the date of this Report unless otherwisestated in this Report.
The Directors wish to place on record their appreciation for thedevoted services of the employees who have largely contributed to the efficientmanagement of your Company. The Directors also place on record their appreciation for thecontinued support from the shareholders customers suppliers Governments bankerslenders and other stakeholders.
| ||By order of the Board of Directors |
| ||For Navin Fluorine International Limited |
| ||Vishad P. Mafatlal |
|Place: Mumbai ||Chairman |
|Dated: May 7 2021 ||DIN: 00011350 |
|Registered Office: || |
|2nd floor Sunteck Centre 37/40 Subhash Road || |
|Vile Parle (East) Mumbai 400057 || |
|Tel: +91 22 6650 9999; Fax: +91 22 6650 9800 || |
|E-mail: email@example.com; Website: www.nfil.in; || |
|CIN: L24110MRS. 1998PLC115499 || |