53 rd ANNUAL REPORT MADRAS FERTILIZERS LIMITED MANALI, CHENNAI - 600 068 MADRAS FERTILIZERS LIMITED MANALI, CHENNAI - 600 068 Board of Directors SHRI. U SARAVANAN Chairman & Managing Director VISIT OF SHRI CHABBILENDRA ROUL IAS, SECRETARY TO GOI, DEPARTMENT OF FERTILIZERS FOR REVIEW OF PREPAREDNESS OF FEEDSTOCK CHANGEOVER TO RLNG Executives of the Company SHRI. HARSH MALHOTRA SHRI. LALSANGLUR Director (Technical) GOI Nominee Director SHRI A L PRABHAKAR Chief Vigilance Offi cer SHRI. MOHAMMAD BAGHER DAKHILI SHRI. FARZAD BAHRAMI BAVANI SHRI. BABAK BAGHERPOUR NICO Nominee Director NICO Nominee Director NICO Nominee Director SHRI H GUNASEKARAN SHRI V MURALIDHARAN General Manager (P&A) General Manager (F&A) MADRAS FERTILIZERS LIMITED BOARD OF DIRECTORS (As on 14.08.2019) CHAIRMAN & MANAGING DIRECTOR Shri U Saravanan DIRECTORS EXECUTIVES Shri Harsh Malhotra Shri U Saravanan Chairman & Managing Director Shri Lalsanglur Shri Harsh Malhotra Shri Mohammad Bagher Dakhili Director (Technical) Shri Babak Baharpour Shri A L Prabhakar Chief Vigilance Offi cer Shri Farzad Bahrami Bavani Shri H Gunasekaran General Manager (Personnel & Administration) Shri V Muralidharan General Manager (Finance & Accounts) Dr. Girish Kumar Company Secretary 53rd Annual Report 2018 - 19 1 MADRAS FERTILIZERS LIMITED CONTENTS Page No AGM Notice 3 Directors’ Report 7 Report on Corporate Governance 21 Comments of the Comptroller and Auditor General of India 36 Independent Auditors’ Report 44 Balance Sheet 51 Statement of Profi t & Loss 53 Cash Flow Statement 55 Notes to the Financial Statements 58 Route Map 101 Proxy Form 103 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 53rd Annual Report 2018 - 19 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.044-25942281 / 25945203 Website : www.madrasfert.co.in email: [email protected] NOTICE re-appointed as Director of the Company whose office shall be liable to retirement by rotation”. NOTICE is hereby given that the 53rd Annual General Meeting of Madras Fertilizers Limited will be held on 19th September, SPECIAL BUSINESS 2019 at 11.30 a.m. at Narada Gana Sabha, No. 314, TTK 4. To consider and, if thought fit, to pass with or without Road, Alwarpet, Chennai - 600 018, to transact the following modification the following resolution as an Ordinary businesses:- resolution: ORDINARY BUSINESS “RESOLVED THAT pursuant to the provisions of section 1. To receive, consider and adopt the Audited Balance 148 and other applicable provisions, if any, of the Sheet of the Company as at March 31, 2019 and the Companies Act 2013 read with Companies (Audit and Statement of Profit & Loss for the year ended on that Auditor) Rules 2014, Mrs. Aruna Prasad (Membership date together with the Reports of Directors’ and the No. 11816), Cost Accountant, appointed by the Board as Auditors thereon. Cost Auditor to consider the cost audit of the Company for fertilizers for the financial year 2019-20 as per the 2. To fix remuneration of Statutory Auditors for the Financial directions issued by the Central Government at a fee Year 2019-20 and in this regard to consider if thought of 1,00,000/- plus taxes besides reimbursement of fit to pass with or without modification(s), the following travelling and out of pocket expenses at actuals be and resolution as an ORDINARY resolution: is hereby ratified.” “ RESOLVED THAT pursuant to the provisions of Section 142(1) and other applicable provisions, if By Order of the Board any, of the Companies Act, 2013, the Statutory Audit Chennai U Saravanan Fee for the financial year 2019-20 be and is hereby Aug 14, 2019 Chairman & Managing Director fixed at 3,50,000/- to M/s. J V Ramanujam & Co, Note : (MD0377), Statutory Auditors, subject to other terms and conditions laid down by the C&AG in their letter 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT No. CA.V/COY/CENTRAL GOVERNMENT,MFL (1)/81 THE ANNUAL GENERAL MEETING IS ENTITLED dated 31.07.2019.” TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY 3. To appoint a Director in place of Shri Lalsanglur (DIN NEED NOT BE A MEMBER OF THE COMPANY. 08118636), Director, who retires by rotation and being eligible offers himself for re-appointment in this regard, to The Proxy form, in order to be effective must be duly consider and if thought fit, to pass the following resolution completed, stamped and lodged with the Registered as an Ordinary Resolution. Office of the Company not less than forty eight hours before the commencement of the meeting. As per “RESOLVED THAT Shri Lalsanglur (DIN 08118636) Section 105 of the Companies Act, 2013, a person who retires by rotation in terms of Section 152 of appointed as proxy can act on behalf of members not Companies Act, 2013 and being eligible, be and is hereby 53rd Annual Report 2018 - 19 3 MADRAS FERTILIZERS LIMITED exceeding fifty and holding the aggregate not more The facility of casting the votes by the members than 10% of the total share capital of the Company. using an electronic voting system from a place 2. During the beginning 24 hours before the time fixed other than venue of the AGM (“remote e-voting”) for the commencement of the meeting and ending will be provided by National Securities Depository with the conclusion of the meeting, a member would Limited (NSDL). be entitled to inspect the proxies lodged at any time ii) The facility for voting through ballot paper shall during the business hours of the company, provided be made available at the AGM and the members that not less than 3 days of notice in writing is given to the Company. attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their 3. Members/Proxies should bring the duly filled in right at the meeting through ballot paper. attending slip enclosed herewith to attend the meeting. iii) The members who have cast their vote by remote 4. The Register of Members and Share Transfer Books e-voting prior to the AGM may also attend the of the Company will remain closed from 13.09.2019 to AGM but shall not be entitled to cast their vote 19.09.2019 (both days inclusive). again. 5. M/s. Integrated Registry Management Services Pvt th Ltd., Kences Towers, II Floor, No.1, Ramakrishna iv) The remote e-voting period commences on 16 Street, T Nagar, Chennai 60017 are the Registrar September, 2019 (9:00 am) and ends on 18th and Transfer Agents and Depository Participants of September, 2019 (5:00 pm). During this period, the Company for physical / electronic shares and all members of the Company, holding shares either correspondences with regard to transfer of shares etc. in physical form or in dematerialized form, as on may be addressed to them directly. the cut-off date of 12th September 2019, may cast 6. The relevant records are available for inspection by the their vote by remote e-voting. The remote e-voting Shareholders at the Registered Office of the Company module shall be disabled by NSDL for voting at any time during the working hours till the date of the thereafter. Once the vote on a resolution is cast meeting. by the member, the member shall not be allowed 7. Members may please note that NO GIFTS will be to change it subsequently. distributed at the meeting v) A person who is not a member as on the cut- 8. Voting through electronic means off date should treat this Notice for information purpose only. i) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies vi) The process and manner for remote e-voting are (Management and Administration) Rules, 2014 as under: as substituted by the Companies (Management A. Member whose email IDs are registered with and Administration) Amendment Rules, 2015 the Company/Depository Participants(s) will (‘Amended Rules 2015’) and Regulation 44 of the receive an email from NSDL informing them Listing Regulations and Secretarial Standard on of their User-ID and Password. Once the General Meetings (SS2) issued by the Institute Members receives the email, he or she will of Company Secretaries of India, the Company is need to go through the following steps to pleased to provide its members facility to exercise complete the e-voting process: their right to vote on resolutions proposed to be (i) Open email and open PDF file titled; “MFL considered at the 53rd Annual General Meeting AGM” with your Client ID or Folio No. as (AGM) by electronic means and the business password. The said PDF file contains your may be transacted through e-Voting Services. 53rd Annual Report 2018 - 19 4 MADRAS FERTILIZERS LIMITED user ID and password/PIN for remote Authorization letter etc. together with e-voting. Please note that the password attested specimen signature of the duly is an initial password. authorized signatory(ies) who is/are authorized to vote, to the Scrutinizer (ii) Launch internet browser by typing the through e-mail to [email protected] with following URL: https://www.evoting.nsdl. a copy marked to [email protected] com/ B. In case a Member receives physical copy (iii) Click on Shareholder - Login of the Notice of AGM [for members (iv) Enter the user ID and password as initial whose email IDs are not registered with the password/PIN noted in step (i) above.