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Annual Report 51st ANNUAL REPORT 2016-2017 MMADRASADRAS FFERTILIZERSERTILIZERS LLIMITEDIMITED MANALI, CHENNAI - 600 068 Board of Directors A B KHARE CHAIRMAN & MANAGING DIRECTOR Kisan Suvidha Kendra was opened by Madras Fertilizers Limited on 29.11.2016, at Ekkaddu Kandigai at Thiruvallur District, Tamil Nadu. Ms. MEENAKSHI GUPTA SHRI KUNTAL SENSARMA SHRI U SARAVANAN GOI Nominee Director GOI Nominee Director Director - Technical Executives of the Company SHRI MOHAMMAD BAGHER DAKHILI SHRI FARZAD BAHRAMI BAVANI SHRI JAFAR DAMANPAK NICO Nominee Director NICO Nominee Director NICO Nominee Director SHRI A L PRABHAKAR Chief Vigilance Offi cer CA. SUNIL VASHISHT Dr. HEMANT A THAKORE SHRI C RAMESH Smt. VANATHI SRINIVASAN SHRI H GUNASEKARAN SHRI V MURALIDHARAN SHRI K M RAJA MANOHARAN SHRI T PAUL PREMKUMAR Non-Offi cial Director Non-Offi cial Director Non-Offi cial Director Non-Offi cial Director General Manager (Plant) General Manager (F & A) and General Manager (P&A) - General Manager (M&D) - Company Secretary (Addl. Charge) (Addl. Charge) MADRAS FERTILIZERS LIMITED BOARD OF DIRECTORS (As on 18.08.2017) Chairman & Managing Director Shri A B Khare Directors Ms Meenakshi Gupta Shri Kuntal Sensarma Shri U Saravanan Shri Mohammad Bagher Dakhili Shri Farzad Bahrami Bavani Shri Jafar Damanpak Ca Sunil Vashisht Dr Hemant A Thakore Shri C Ramesh Executives Smt Vanathi Srinivasan Audit Committee Shri A B Khare Chairman & Managing Director Ca Sunil Vashisht Ms Meenakshi Gupta Shri U Saravanan Shri Mohammad Bagher Dakhili Director – Technical Dr Hemant A Thakore Shri C Ramesh Shri A L Prabhakar Smt Vanathi Srinivasan Chief Vigilance Offi cer Stakeholders Relationship Committee Shri H Gunasekaran Shri Mohammad Bagher Dakhili General Manager (Plant) Shri A B Khare Shri Kuntal Sensarma Shri V Muralidharan Shri U Saravanan General Manager (F&A) & Company Secretary Risk Management Committee Shri K M Raja Manoharan Shri A B Khare General Manager – (P&A) – (Addl.Charge) Shri Kuntal Sensarma Shri T Paul Premkumar Shri Mohammad Bagher Dakhili General Manager (M&D) – (Addl.Charge) Shri U Saravanan Corporate Social Responsibility Committee Smt Vanathi Srinivasan Shri A B Khare Dr Hemant A Thakore Shri U Saravanan Nomination and Remuneration Committee Shri C Ramesh Shri A B Khare Shri Kuntal Sensarma Shri Mohammad Bagher Dakhili Ca Sunil Vashisht Dr Hemant A Thakore 51st Annual Report 2016 - 17 1 MADRAS FERTILIZERS LIMITED CONTENTS Page No AGM Notice 3 Directors’ Report 8 Report on Corporate Governance 30 Review of Accounts by the C & AG 38 Independent Auditors’ Report 39 Balance Sheet 47 Statement of Profi t & Loss 49 Notes to Financial Statement 51 Cash Flow Statement 75 Route Map 77 Proxy Form 79 Registered Offi ce Manali, Chennai – 600 068 Tamil Nadu, India Principal Bankers State Bank of India Auditors J V Ramanujam & Co Chartered Accountants F1, “Lakshmi”, New No. 56, Old No.28 Third Main Road Raja Annamalaipuram Chennai 600 028 51st Annual Report 2016 - 17 2 MADRAS FERTILIZERS LIMITED MADRAS FERTILIZERS LIMITED (A Government of India Undertaking) CIN - L32201TN1966GOI005469 Regd Offi ce: Post Bag No.2, Manali, Chennai – 600 068. Tel : 25945270 / 25945203 Website : www.madrasfert.nic.in email : [email protected]/[email protected] NOTICE “ RESOLVED THAT pursuant to the provisions of the Companies Act 2013 read with Companies (Audit and Auditor) Rules 2014, NOTICE is hereby given that the 51st Annual General Meeting of Mrs. Aruna Prasad (Membership No. 11816) Cost Accountant, Madras Fertilizers Limited will be held on 22nd September, 2017 at appointed by the Board as Cost Auditor to consider the cost Rajah Annamalai Mandram (Tamil Isai Sangam), 5, Esplanade Road, audit of the Company for fertilizers for the fi nancial year 2017- Chennai 600 108 at 02.30 p.m. to transact the following business:- 18 as per the directions which may be issued by the Central ORDINARY BUSINESS Government at a fee of ` 1,00,000/- plus taxes besides reimbursement of travelling and out of pocket expenses at 1. To receive, consider and adopt the Audited Balance Sheet actuals be and is hereby ratifi ed.” of the Company as at March 31, 2017 and the Statement of Profi t & Loss for the year ended on that date together with By Order of the Board the Reports of Directors’ and the Auditors thereon. Chennai A B Khare th 2. To fi x remuneration of Statutory Auditors for the Financial 18 July, 2017 Chairman & Managing Director Year 2017-18 and in this regard to consider if thought fi t to Notes : pass with or without modifi cation(s), the following resolution as an ORDINARY resolution: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT “RESOLVED THAT pursuant to the provisions of Section 142(1) THE ANNUAL GENERAL MEETING IS ENTITLED and other applicable provisions, if any, of the Companies Act, TO APPOINT A PROXY TO ATTEND AND VOTE ON 2013, the Statutory Audit Fee for the fi nancial year 2017-18 A POLL INSTEAD OF HIMSELF AND THE PROXY be and is hereby fi xed at ` 3,00,000/- plus applicable taxes to NEED NOT BE A MEMBER OF THE COMPANY. M/s. J V Ramanujam & Co, (MD0377), Statutory Auditors, The Proxy form, in order to be effective must be duly subject to other terms and conditions laid down by the C&AG completed, stamped and lodged with the Registered Offi ce in their letter No. CA.V/COY/CENTRAL GOVERNMENT,MFL of the Company not less than forty eight hours before the (1)/443 dated 01.08.2017”. commencement of the meeting. As per Section 105 of the SPECIAL BUSINESS Companies Act, 2013, a person appointed as proxy can act 3. To consider and, if thought fi t, to pass with or without on behalf of members not exceeding fi fty and holding in the modifi cation the following resolution as an Ordinary aggregate not more than 10% of the total share capital of the resolution: Company. “RESOLVED THAT Ms. Meenakshi Gupta (DIN 07686646), 2. During the beginning 24 hours before the time fi xed for be and is hereby appointed as Director of the Company” the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to 4. To consider and, if thought fi t, to pass with or without inspect the proxies lodged at any time during the business modifi cation the following resolution as an Ordinary hours of the Company, provided that not less than 3 days of resolution: notice in writing is given to the Company. “RESOLVED THAT Shri Kuntal Sensarma, (DIN 3. Members/Proxies should bring the duly fi lled in attendance 07626530), be and is hereby appointed as Director of the Company” slip enclosed herewith to attend the meeting. 5. To consider and, if thought fi t, to pass with or without 4. The Register of Members and Share Transfer Books modifi cation the following resolution as an Ordinary of the Company will remain closed from 16.09.2017 to resolution: 22.09.2017(both days inclusive). 51st Annual Report 2016 - 17 3 MADRAS FERTILIZERS LIMITED 5. M/s. Integrated Registry Management Services Pvt Ltd., v) A person who is not a member as on the cut-off date should Kences Towers, II Floor, No.1, Ramakrishna Street, T Nagar, treat this Notice for information purpose only. Chennai 60017 are the Registrar and Transfer Agents vi) The process and manner for remote e-voting are as under: and Depository Participants of the Company for physical / electronic shares and all correspondences with regard to A. Member whose email IDs are registered with the transfer of shares etc may be addressed to them directly. Company/Depository Participants(s) will receive an email from NSDL informing them of their User-ID and 6. The relevant records are available for inspection by the Password. Once the Members receive the email, he Shareholders at the Registered Offi ce of the Company at or she will need to go through the following steps to any time during the working hours till the date of the meeting. complete the e-voting process: 7. Members may please note that NO GIFTS will be distributed a) Open email and open PDF fi le titled; “MFLAGM” at the meeting remote e-voting.pdf” with your Client ID or Folio No. 8. Voting through electronic means as password. The said PDF fi le contains your user ID and password/PIN for remote e-voting. Please i) In compliance with provisions of Section 108 of the Companies note that the password is an initial password. Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies b) Launch internet browser by typing the following (Management and Administration) Amendment Rules, 2015 URL: https://www.evoting.nsdl.com/ (‘Amended Rules 2015’) and Regulation 44 of the Listing c) Click on Shareholder - Login Regulations and Secretarial Standard on General Meetings (SS2) issued by the Institute of Company Secretaries of d) Enter the user ID and password as initial password/ India, the Company is pleased to provide its members facility PIN noted in step (a) above. Click on Login. to exercise their right to vote on resolutions proposed to e) The Password change menu will appear. Change the be considered at the 51st Annual General Meeting (AGM) password/PIN with new password of your choice with by electronic means and the business may be transacted minimum 8 digits/ characters or combination thereof. through e-Voting Services. The facility of casting the votes Note new password. It is strongly recommended by the members using an electronic voting system from a that you do not share your password with any other place other than venue of the AGM (“remote e-voting”) will be person and take utmost care to keep your password provided by National Securities Depository Limited (NSDL).
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