SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Chambal Fertilisers and Chemicals Limited Seventeenth Annual Report 2001 -2002 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net DIRECTORS REGISTERED OFFICE Gadepan, Dr. K. K. Birla Chairman Distt. Kota, Rajasthan PIN - 325 208 H.S. Bawa Vice Chairman CORPORATE OFFICE H.C. Grover International Trade Tower Managing Director SENIOR EXECUTIVES E-Block, 14th Floor, Mohd. Y.A. Al-Roomi D.L. Birla Nehru Place, (Alternate: P.j. Batavia) Executive President (BTM) New Delhi - 110019 Dr. Padmakar Asthana Anil Kapoor UTI/LIC/CIC Nominee Vice President (Strategic Planning) LEGAL ADVISORS Crawford Bayley & Co., R.N. Bansal R.D. Mall Vice President (Operations) Mumbai Dipankar Basu S.M. Nadgir Shyam S. Bhartia Vice President (Agri-Business) AUDITORS S.R. Batliboi & Co. D.B. Engineer S.K. Patra Chartered Accountants Vice President (Marketing) B. jitender IDBI Nominee Yash Sahni BANKERS President (ISC) P.K. Kaul Bank of Baroda Sunil Sethy Punjab National Bank M.D. Locke Wee President (Finance) State Bank of India (Alternate: C.S. Nopany) V.K. Topa Allahabad Bank S.K. Poddar Vice President (Corporate - HR) State Bank of Indore State Bank of Patiaia A.j.A. Tauro COMPANY SECRETARY State Bank of Hyderabad Marco Wadia M.S. Rathore State Bank of Bikaner & Jaipur www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Chambal Fertilisers and Chemicals Limited NOTICE NOTICE is hereby given that the Seventeenth Annual Notes: General Meeting of the members of the Company 1. Proxy will be held at Gadepan, Distt. Kota, Rajasthan, at 1030 hours on Thursday, September 12, 2002 to A member entitled to attend and vote is entitled transact the following business: to appoint proxy to attend and vote in his / her stead and a proxy need not be a member of the ORDINARY BUSINESS: Company. Proxies, in order to be effective, must 1. To receive, consider and adopt the audited be received by the company not less than 48 Balance Sheet of the Company as at 31 st March, hours before the scheduled time of the meeting. 2002, Profit & Loss Account for the year ended A blank proxy form is annexed to the annual on that date and reports of Directors and Auditors report. thereon; 2. Book Closure 2. To consider declaration of dividend on equity The Register of Members and Share Transfer shares; Books of the Company shall remain closed from 3. To appoint a director in place of Dr. K. K. Birla, Thursday, August 1, 2002 to Tuesday, August 6, who retires by rotation and is eligible for 2002 (both days inclusive). re-appointment; 3. Payment of Dividend 4. To appoint a director in place of Mr. H. S. Bawa, The dividend for the financial year 2001-02 will who retires by rotation and is eligible for be paid on September 17, 2002, if declared at re-appointment; this meeting, to those members whose names 5. To appoint a director in place of Mr. R. N. appear on the Register of Members of the Bansal, who retires by rotation and is eligible for Company as on August 6, 2002. re-appointment; 4. Transfer cum Demat facility 6. To appoint a director in place of Mr. Marco As per the directives of the SEBl, your Company Wadia, who retires by rotation and is eligible for has been offering a facility of transfer cum demat re-appointment; of shares. Under this facility, the shares received 7. To consider and if thought fit, pass with or for transfer are dematerialized after taking without modification(s), the following resolution confirmation from the investors through their as an ordinary resolution: Depository Participant. "RESOLVED THAT pursuant to the provisions of 5. Company on the Net Section 224 and other applicable provisions, if Your Company has launched a website any, of the Companies Act, 1956, M/s. S. R. www.zuari-chambal.com/isc where you can visit Batliboi & Co., Chartered Accountants, the retiring and find details of various services being provided auditors be and are hereby re-appointed as to the investors, guidance and procedure to be auditors of the Company, to hold the office from followed by the investors in respect of transfer, the conclusion of this meeting until the conclusion transmission and transposition of shares and of the next Annual General Meeting of the debentures, dematerialisation and Company, at such remuneration as may be fixed rematerialisation of shares, quarterly, half yearly by the Board of Directors and reimbursement of and annual results, etc. out-of-pocket expenses incurred by them for carrying out the audit." 6. Members who are holding shares in identical order of names in more than one folio, are requested to write to the Company enclosing By order of the Board their share certificates to enable the Company to consolidate their holdings in one folio. Gadepan M. S. Rathore 7. Investors holding physical shares are advised to May 4, 2002 Company Secretary forward the particulars of their bank account, www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net name, branch and address of the bank 10. Pick-up Coach Facility immediately, if not sent already. For the convenience of members desirous of 8. In view of the advantage available through ECS, attending the Company's Annual General Meeting you are advised to opt for it and return the scheduled on September 12, 2002 at 1030 hours, Mandate Form accurately filed in and signed the Company will provide transport from Kota to alongwith a zerox copy of a leaf of your cheque Gadepan and back. The pick-up coach will leave book bearing your bank account number to the from "Sahyog Bhavan" No. 1, Aerodrome Circle, Investor Service Centre at the earliest. A blank Kota, at 0900 hours on that date to reach Gadepan ECS Mandate Form is attached herewith. (venue of the AGM) in time for the meeting and 9. Members are requested to: leave for Kota after the meeting. a) send their queries, if any, to reach the Members wishing to avail of this facility may Company's Head Office at New Delhi at kindly be present in time at the pick-up point at least 10 days before the date of the meeting Kota. so that information can be made available at the meeting, By order of the Board b) bring their copy of the Annual Report at the meeting, and Gadepan M. S. Rathore c) send their e-mail address to us for prompt May 4, 2002 Company Secretary communication. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Chambal Fertilisers and Chemicals Limited Profit after tax is lower than that of the previous year on Directors' Report account of the provision for deferred taxation made in To accordance with the requirement of Accounting Standard 22 as prescribed by the Institute of Chartered The Members, Accountants of India. The provision for deferred taxation Your Directors have pleasure in presenting the 17th Annual is applicable from the current year. The adjustment Report together with audited accounts for the financial year upto the previous year has been made in the General ended March 31, 2002. Reserves and Profit and Loss account, in line with the Accounting Standard 22. 1. Financial Results and Appropriations 2. Redemption of Preference Shares (Rs. in crores) Your Company had allotted 9.40% - 2,50,00,000 Particulars 2001-2002 2000-2001 Cumulative Redeemable Non-Convertible Preference Turnover 1921.27 1803,75 Shares of Rs. 10 each aggregating to Rs. 25 crores, to HDFC on private placement basis on May 31, 2000. Gross Profit after interest but These Preference shares were redeemed by the Company before Depreciation and Tax 294.75 263.14 on January 31, 2002. The Company has created a Depreciation 139.51 136.22 Capital Redemption Reserve as'required under the Profit before tax 155.24 126.92 Companies Act, 1956. Provision for taxation (MAT) 11.82 10.76 3. Dividend Provision for Deferred Tax 66.24 During the year the Board of Directors at its meeting Profit after tax 77.18 116.16 held on January 16, 2002 approved the payment of interim dividend as per the fixed dividend rate of Balance of Profit brought forward 196.45 188.05 9.40% on pro-rata basis on 2,50,00,000 Cumulative Less: Deferred Tax Liability as Redeemable Non-Convertible Preference Shares of Rs. on 1st April 2001 adjusted (137.18) 10 each. The outgo including dividend tax on this Transferred from Debenture account was Rs. 2.16 crores. / Redemption Reserve 68.36 The Board recommends dividend of Rs. 1.50 per equity Profit available for appropriation 204.81 304.21 share on 40,60,00,000 equity shares of Rs. 10 each Debenture Redemption Reserve 13.75 0.10 (Previous year Rs. 1.40 per share). The total outgo on this account will be Rs. 60.90 crores. This year the Debt Redemption Reserve 17.76 17.61 dividend is taxable in the hands of the shareholders. Capital Redemption Reserve 25.00 4. Retention Price General Reserve 25.00 25.00 Gadepan -I ,-> Interim dividend on Cumulative Urea price is regulated by the Government of India Redeemable Non Convertible through fixation of uniform 'Consumer Price and Preference Shares 1.96 1.96 Ex-Factory Retention Price for each manufacturing unit Tax on Preference Dividend 0.20 0.45 under the Retention Price Scheme. During the year, the Proposed Dividend on Retention Price for Gadepan - I plant was accounted on Equity Shares 60.90 56.84 the basis of Revised Provisional Retention Price which has considered the recent interim changes in the Tax on proposed dividend - 5.80 consumption norms effective 1 st April, 2000 and further Balance carried forward to adjusted to the price escalation/ de-escalation of inputs Balance Sheet 60.24 _ .