BRAHMAPUTRA VALLEY FERTILIZER CORPORATION LIMITED Reg. Office: Namrup, P.O. Parbatpur, Dist.: Dibrugarh, Assam – 786623 CIN - U24123AS2002GOI006786 Website: www.bvfcl.com Phone no: 0374-2500618, email: [email protected] Notice of 18th AGM Notice is hereby given that the 18th Annual General Meeting of the Members of Brahmaputra Valley Fertilizer Corporation Limited will be held through Video Conferencing (VC)/Other Audio Video means (OAVM) on Tuesday, 29th day of December, 2020, to transact the following businesses:- ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2020, together with the Reports of Board of Directors, Independent Audit and the comments of the Comptroller & Auditor General of India (C & AG) thereon and to pass the following resolution with or without any modification(s) as Ordinary Resolution : “RESOLVED THAT subject to the Comments of the C & AG, the Audited Annual Financial Statements of the Company for the financial year ended 31st March, 2020 along with the Director’s Report, Independent Audit Report thereon be and are hereby approved and adopted.” 2. To re-appoint Shri Vinay Kumar Pandey (DIN -008529023), Director of the Company, who retires by rotation under Article No. 93(2) of Articles of Association of the Company in this meeting and being eligible, offers himself for re-appointment and to pass the following resolution with or without any modification(s) as Ordinary Resolution : “RESOLVED THAT in pursuance of the provisions of Article No. 93(2) of Articles of Association of the Company, Shri Vinay Kumar Pandey (DIN -008529023), retiring Director of the Company, being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company." 3. To re-appoint Shri K. Gurumurthy (DIN -08741900), Director of the Company, who retires by rotation under Article No. 93(2) of Articles of Association of the Company in this meeting and being eligible, offers himself for re-appointment and to pass the following resolution with or without any modification(s) as Ordinary Resolution “RESOLVED THAT in pursuance of the provisions of Article No. 93(2) of Articles of Association of the Company, Shri K. Gurumurthy (DIN -08741900), retiring Director of the Company, being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company." 4.To fix remuneration of Statutory Auditors of the Company for the financial year 2020-21 and to pass the following resolution with or without modification(s), as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 142 and other applicable provisions of the Companies Act, 2013 read with applicable rules made there under, M/s. Parik & Co.(FRN:302147E), Chartered Accountants, Guwahati (Assam) appointed as Statutory Auditors of the Company, to audit the accounts of the Company for the financial year 2020-21, in terms of the letter no. CA .V/COY/CENTRAL GOVT./ BVFCL (1) /313 dated 17.08.2020 of the Office of Comptroller and Auditor General of India (C&AG), New Delhi, at the remuneration of Rs. 1,80,000/-, plus applicable GST and the traveling & other out of pocket expenses, upto the ceiling of Rs. 40,000/- or actuals, whichever is less and the above Statutory Auditors shall hold office from the conclusion of 18th Annual General Meeting till the conclusion of next Annual General Meeting.” SPECIAL BUSINESS 5. To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, appointed by the Board of Directors of the Company to conduct the audit of the Cost Accounting Records of the Company for the financial year ending 31st March, 2021, be paid the remuneration as under : 1. A total professional fee payable Rs. 33,705/- (Rupees thirty three thousand seven hundred and five only) towards annual cost audit and quarterly cost review for three (03) quarters i.e. June, September and December for the year 2020-21 (Namrup-II & III plants) ; 2. Conversion of Annual Cost Audit Report to XBRL format and uploading fee to MCA portal for Rs. 5,985/- (Rupees five thousand and nine hundred and eighty five only) ; 3. Reimbursement of travelling expenses by Airfare (Economic class) (to & fro) to Proprietor or Partner 1(one) and or 1 (one) qualified staff the reimbursement will be in 2AC rail fare (to & fro) and to audit assistant 1(one) will be reimbursed in 3AC rail fare (To & fro) or as per actuals, whichever is less, on submission of documentary evidence; 4. Fooding and lodging to the audit team in BVFCL Guest House free of charge. Local transport at the Namrup Railway Station/Bus Stand and Company’s Guest House to place of work to and fro, shall be provided by the Company free of charge. However, in respect of local transport charges at the originating destination, the reimbursement shall be limited to auto charges @Rs. 200/- to Audit staff and Rs. 300/- for Proprietor or Partner by Taxi, or actual, whichever is less. 5. All the charges/fees are excluding the applicable taxes, if any; “RESOLVED FURTHER the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and to take all such steps, as may be necessary or expedient to give effect to this resolution.” By Order of the Board of Directors Sd/- R.K.Gupta Company Secretary Place : Namrup Note :1. Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 in respect of the items No. 5 (Special Business) is annexed hereto. 2. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted holding of Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members. In compliance with the provisions of the Companies Act, 2013 (“Act”), s”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM. 3. The meeting web link will be sent to all the members of the Company at their official mail id. The Members can join the AGM in the VC/OAVM mode 15 minutes before the time scheduled for commencement of the meeting. Members can also join within 15 minutes of the commencement of meeting. 4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. 5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India shall attend the AGM through VC/OAVM and cast their votes through show of hands. 6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.bvfcl.com. 7. Relevant documents referred to in the Notice are open for inspection by the members at the registered office of the Company on all working days (that is, except Sundays and Public Holidays) during business hours upto the date of the Meeting. To All Members of BVFCL All the Directors on the BVFCL Board Statutory Auditors of the Corporation Secretarial Auditors of the Corporation DIRECTORS’ REPORT To, The Members, Brahmaputra Valley Fertilizer Corporation Ltd. Dear Members, Your Directors have pleasure in presenting the 18th (Seventeenth) Annual Report on the performance of the your company along with the Audited Annual Financial Statements for the financial year ended 31st March, 2020 together with Independent Audit Report and Comments of Comptroller and Auditor General of India (Awaited) thereon. 1. REVIEW OF FINANCIAL PERFORMANCE: The summarized financial performance of the Company during the year under review vis-a-vis previous year are stated as under : (Rs. in Crores) Particulars For the year ended For the year ended 31.03.2020 31.03.2019 Profit (+) / Loss (-) before Depreciation, (-) 93.00 (-) 26.64 Interest & Tax Depreciation 36.70 36.49 Interest 0 0.02 Profit (+)/Loss (-) before Tax (PBT) (-)129.70 (-)63.15 Tax expenses (Credit) 0 0 Net Profit (+) / Loss (-) after Tax (-)129.70 (-)63.15 During the financial year 2019-20 under review, the company incurred losses before Depreciation, Interest & Tax (PBDIT) of Rs. 93.00 Crores against the loss before Depreciation, Interest & Tax of Rs. 26.64 crores in the previous year. The increase in loss is mainly due to the decrease in production and sales during the financial year 2019-20 in comparison to the previous year. During the financial year 2019-20, Urea was produced 155992 MT (previous year 286315 MT). During the financial year 2019- 20 Urea was sold 160186 MT (previous year 286435 MT). 2. MANAGEMENT DISCUSSION & ANALYSIS REPORT A Report on Management Discussion and Analysis Report covering the operations and future prospects of the Corporation is enclosed at Annexure –I, forming part of the Directors’ Report. 3. CORPORATE GOVERNANCE A report on Corporate Governance along with declaration of compliance of code of conduct rules for Senior Management and Board members, Secretarial Audit Report, Certificate from Practising Company Secretaries firm conforming the compliance of corporate governance guidelines issued by the Ministry of Corporate Affairs (MCA) and the Department of Public Enterprises (DPE) and the management replies on the observations made in Secretarial Audit Report are enclosed at Annexure –II, forming part of the Directors’ Report.