odventz

REPORT
2019-20

Mangalore Chemicals
& Fertilizers Limited
 Mangalore Chemicals
& Fertilizers Limited

Directors : Arun Duggal, Independent Director and Chairman

N. Suresh Krishnan, Managing Director
Akshay Poddar, Director
D. A. Prasanna, Independent Director
Rita Menon, Independent Director
Dipankar Chatterji, Independent Director
Shashi Kant Sharma, Independent Director
K. Prabhakar Rao, Director-Works

Company Secretary : Vijayamahantesh Khannur

Chief Financial Officer : T. M. Muralidharan

Bankers : Axis Bank Limited

State Bank of India
Corporation Bank
Kotak Mahindra Bank Limited
RBL Bank Limited
IndusInd Bank Limited
IDFC First Bank Limited
ICICI Bank Limited
Cooperatieve Rabobank UA

Statutory Auditors : S.R. Batliboi & Co. LLP.

Cost Auditor : P. R. Tantri, Bengaluru (for the financial year 2019-20)

Y. K. Venkatesh, Bengaluru (for the financial year 2020-21)

Secretarial Auditor : S. Kedarnath, Bengaluru

Registered Office : Level 11, UB Tower, UB City

No. 24, Vittal Mallya Road
Bengaluru – 560 001
Tel. No. 080-4585 5599
Fax No. 080-4585 5588
email : shares.mcfl@adventz.com
Website : www.mangalorechemicals.com
CIN : L24123KA1966PLC002036

Works : Panambur, Mangaluru – 575 010

Tel. No. 0824-2220 600
Fax No. 0824-2407 938

Share Transfer Agent : Cameo Corporate Services Limited

Subramanian Building
No.1, Club House Road, Chennai – 600 002
Tel. No. 044-2846 0395, Fax No.044-2846 0129
e-mail: investor@cameoindia.com

Contents Page No.

Notice 3
Directors’ Report 14
Report on Corporate Governance 26
Management Discussion & Analysis Report 36
Independent Auditors’ Report 45
Balance Sheet 53
Statement of Profit & Loss 54
Statement of Cash Flows 55
Statement of Changes in Equity 57
Notes to the Financial Statements 58

1
 NOTICE
To
The Members,

Notice is hereby given that the Fifty Third (53rd) Annual General Meeting of the Members of the Company will be held on September
15, 2020 at 11.00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2020, the Statement of Profit and Loss for the year ended
on that date and the reports of the Board of Directors and Statutory Auditors.
2. To declare dividend on the equity shares for the financial year 2019-20.
3. To re-appoint Mr. Akshay Poddar (DIN: 00008686), who retires by rotation, and being eligible, offers himself for the re-appointment.

SPECIAL BUSINESS
4. Re-appointment of Mrs. Rita Menon (DIN: 00064714) as an Independent Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act,
2013(“the Act”) read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time
being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and
pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mrs. Rita Menon
(DIN: 00064714), who was appointed as an Independent Director for a term of three (3) consecutive years up to July 28, 2020
by the Shareholders, being eligible, having consented and in respect of whom the Company has received a notice in writing from
a member under Section 160 of the Act, proposing her candidature for appointment as Director, be and is hereby appointed as an
Independent Director of the Company, not liable to retire by rotation and to hold office for second term of 3 (three) years i.e. from
July 29, 2020 to July 28, 2023.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, things and
matters and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.
5. Re-appointment of Mr. K Prabhakar Rao (DIN: 00898513) as Director – Works
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 2(78), 196, 197, 198, 199, 200, 202, and all other applicable provisions
of the Companies Act, 2013 (“the Act”), read with Schedule V of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any
statutory modification or re-enactment thereof for the time being in force and subject to such approvals, permissions and sanctions
as may be required, and subject to the approval of the shareholders at the ensuing Annual General Meeting and subject to such
conditions and modifications, as may be prescribed or imposed by any of the authorities including the Central Government in
granting such approvals, permissions, sanctions, the unanimous approval of the Board be and is hereby accorded for
reappointment of Mr. K. Prabhakar Rao as Director – Works to be designated as Key Managerial personnel, for a further period
of 2 (two) years from August 01, 2020 to July 31, 2022.
RESOLVED FURTHER THAT the remuneration payable to Mr. K. Prabhakar Rao during his tenure as Director – Works and his other
terms of appointment shall be as follows:
a. Basic Salary: The Basis Salary shall be in the range of ` 2,15,000 per month to ` 4,00,000 per month. The annual increments
will be decided by the Board of Directors or the Nomination and Remuneration Committee and will be based on merit after
taking into account other relevant factors.
b. Flexi Pay and Variable Pay: The Flexi Pay and Variable Pay shall be according to the applicable policies / schemes of the
Company from time to time during his tenure, as may be decided by the Board of Directors or the Nomination and
Remuneration Committee.
c. Retirement Benefits & Other Perquisites: As per the Company’s policies as applicable to Senior Executives, subject to the
relevant provisions of the Companies Act, 2013.
d. Termination: By giving the other party, six months’ notice
RESOLVED FURTHER THAT notwithstanding anything contained herein, where in any financial year, during the tenure of
Mr. K. Prabhakar Rao as Director – Works, the Company has no profits or profits are inadequate, the Company may subject to
receipt of the requisite approvals including the approval of the Central Government, if any, pay Mr. K. Prabhakar Rao, Director -
Works, the
 above remuneration as the minimum remuneration by way of salary, perquisites, allowances, performance bonus and other
benefits as specified above and that the perquisites pertaining to contribution to provident fund, superannuation fund, national
pension scheme or gratuity and leave encashment shall not be included in the computation of the ceiling on remuneration specified
in Schedule V of the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the Company and / or the Nomination and Remuneration Committee, may
vary, increase, enhance or widen from time to time the terms and conditions of reappointment and remuneration of Mr. K.
Prabhakar Rao, Director – Works during the period from August 01, 2020 up to July 31, 2022 within the scale of Basic Salary of `
2,15,000 per month to ` 4,00,000 per month and consequential variation in other allowances, benefits and perquisites within the
overall limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.
6. Approval of remuneration to Mr. N. Suresh Krishnan, Managing Director for the period April 01, 2020 to December 31, 2020
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED THAT pursuant to the provisions of Section 197, 198, 199, 200 and 202 and all other applicable provisions of the
Companies Act, 2013 (“the Act”), read with Schedule V of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force
and subject to such approvals, permissions and sanctions as may be required, and subject to such conditions and modifications, as
may be prescribed or imposed by any of the authorities including the Central Government in granting such approvals,
permissions, sanctions, if any, the approval of members be and is hereby accorded for payment of consolidated salary of `
9,72,000 per month to Mr. N. Suresh Krishnan, Managing Director, for the period from April 01, 2020 to December 31, 2020.
RESOLVED FURTHER THAT the other terms and conditions of his appointment like tenure, reimburserment of expenses, other
benefits as applicable to senior executives of that rank and notice of termination, as approved by the members at the Annual
General Meeting held on September 27, 2016 shall remain same.
RESOLVED FURTHER THAT notwithstanding anything contained herein, where in any financial year, during the period April 01,
2020 to December 31, 2020, the Company has no profits or profits are inadequate, the Company may subject to receipt of the
requisite approvals including the approval of the Central Government, if any, pay to Mr. N. Suresh Krishnan, Managing Director, the
above remuneration as the minimum remuneration by way of salary, and other benefits as specified above, within the overall limits
specified under para (A) of Section II of Part II Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-
enactment thereof, subject to such approvals as may be required.
RESOLVED FURTHER THAT the any one Director and/or Mr. Vijayamahantesh Khannur, Company Secretary of the Company be and
are hereby severally authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary,
proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all
necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient to give effect to the
above resolution.
7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of the Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), payment of
remuneration of ` 1,60,000/- (Rupees One lakh and sixty thousands only) exclusive of applicable tax and other statutory levies, if
any, and reimbursement of actual expenses incurred on travel, accommodation and other out-of-pocket expenses to Mr. Y K
Venkatesh, Cost Accountant (Membership Number 5294), for conducting audit of cost records of the Company for the Financial
Year 2020-21, be and is hereby ratified and confirmed.
RESOLVED FURTHER THAT the Board of Directors is authorized to take all such steps as may be necessary, proper or expedient to
give effect to the aforesaid resolution.

By the order of the Board

Bengaluru Vijayamahantesh Khannur

August 07, 2020 Company Secretary
NOTES:
1. The Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April
13, 2020 ( “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical
presence of the Members at a common venue, in view of the COVID – 19 pandemic. In terms of the MCA Circulars, the 53 rd Annual
general meeting (AGM) of the members of the Company is being held through video conferencing (VC) / other audio visual means
(OAVM). There will be no physical meeting of members and the members can attend and participate in the AGM through
VC/OAVM.
2. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.
3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and
vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA
Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment
of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this
Notice.
4. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG
Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC /
OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by
email at sudhir.compsec@gmail.com.
5. The Register of Members and Share Transfer Books will remain closed from September 08, 2020 to September 15, 2020 (both days
inclusive) for the purpose of determination of members who are entitled to receive the dividend for the financial year 2019-20, if
declared.
6. All relevant documents referred to in the Notice and the statements/reports annexed to Notice shall be open for inspection by
Members at the Registered Office of the Company during normal business hours between 11.00 a.m. and 1.00 p.m. on all working
days (except Saturdays, Sundays and Public Holidays) up to the date of the Annual General Meeting.
7. Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013, the dividend amount remaining
unclaimed/unpaid for a period of seven years from the due date of payment shall be transferred to the Investor Education and
Protection Fund (IEPF) established by Central Government. Pursuant to the provisions of Section 124(6) and Section 125 of the
Companies Act, 2013 read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares in
respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company
to the IEPF within 30 days of they becoming due to be transferred.
Members who have not yet encashed their dividend warrant(s) are requested to make their claims without any delay.
IT MAY BE NOTED THAT THE UNCLAIMED DIVIDEND PERTAINING TO THE FINANCIAL YEAR 2012-13 IS DUE FOR TRANSFER TO
THE INVESTOR EDUCATION AND PROTECTION FUND AND THE SAME CAN BE CLAIMED FROM THE COMPANY ON OR BEFORE
OCTOBER 28, 2020.
8. Electronic copy of the Notice of the 53 rd Annual General Meeting of the Company inter alia indicating the process and manner
of e-voting is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for
communication purposes.
9. Pursuant to Section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules,
2014, the Company is pleased to provide the members the facility to exercise their right to vote at the 53rd Annual General Meeting
by way of remote e-voting i.e casting votes by a member using an electronic voting system and the business may be transacted
through e-voting services provided by Central Depositories Services (India) Limited. Members attending the meeting through
VC/OAVM who have not already casted their vote by remote e-voting shall be entitled to cast their vote on the date of the
meeting. Members who have casted their vote by remote e-voting may attend the meeting through VC/OAVM but shall not be
entitled to cast their vote again on the day of the meeting.
The Company has appointed Mr. Sudhir Hulyalkar, Practicing Company Secretary (Membership No. FCS 6040 and CP No. 6137),
who is willing to be appointed and, in the opinion of the Board, is a duly qualified person and can scrutinize the voting and remote
e-voting process in a fair and transparent manner, as a Scrutinizer. After the conclusion of the voting on the day of the meeting,
the Scrutinizer shall count votes casted on the day of the meeting and through remote e-voting and provide a consolidated
Scrutinizer’s report of the total votes casted, within a period of three days from the date of conclusion of the meeting, to the
Chairman or to the person authorized by the Chairman who shall countersign the same. The Chairman or the person authorized by
the Chairman shall declare the result of the voting forthwith. The results declared along with the Scrutinizer’s report shall be placed
on the Company’s website www.mangalorechemicals.com and on the website of CDSL – www.cdslindia.com and communicated to
the Stock Exchanges.
The instructions for shareholders voting electronically are as under:
1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies
shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April
8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will
thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate
in the ensuing AGM through VC/OAVM.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is
providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose,
the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting
through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting
as well as the e-voting system on the date of the AGM will be provided by CDSL.
3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement
of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM
will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
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 or the Governor of a State or body corporate can attend the
AGM through VC/ OAVM and cast their votes through e-voting.
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.mangalorechemicls.com. The Notice can also be accessed from the
websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and
www.nseindia. com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the
Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
7. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with
MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No.
20/2020 dated May 05, 2020.

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

(i) The voting period begins on September 12, 2020 at 9.00 AM and ends on September 14, 2020 at 5.00 PM. During this
period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off
date (record date) of September 08, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL
for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote on the day of the meeting.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on “Shareholders” module.
(v) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the
Company. OR
Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from
Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-
Voting option and proceed directly to cast your vote electronically.
(vi) Next enter the Image Verification as displayed and Click on Login.
 (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any
company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
 Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to send email to Company or STA to obtain the sequence number.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
OR Date of Birth (DOB) demat account or in the company records in order to login.
 If both the details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their
login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting
for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through
CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential.
(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this
Notice.
(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies
that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click
on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from
respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES
FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar
Card) by email to Company/RTA email id.
2. For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID),
Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self
attested scanned copy of Aadhar Card) to Company/RTA email id.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system.
Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote
e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be
displayed.
2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.
 4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or
LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by
sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number,
email id, mobile number at shares.mcfl@adventz.com. The queries will be replied suitably depending upon the availability of time
at AGM.
The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to
meeting mentioning their name, demat account number/folio number, email id, mobile number at shares.mcfl@adventz.com.
These queries will be replied to by the company suitably by email. The Company reserves the right to restrict the number of
speakers depending upon the availability of time.
6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during
the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting
system available during the AGM.
3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not
participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as
the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM through VC/OAVM. However, they will
not be eligible to vote on the day of the AGM.

(xx) Note for Non – Individual Shareholders and Custodians

 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves in the “Corporates” module.
 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@
cdslindia.com.
 After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
 The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
 A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian,
if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
 Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc.
together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer
at sudhir.compsec@gmail.com and to the Company at the email address viz; shares.mcfl@adventz.com (designated
email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for
the scrutinizer to verify the same.
If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write
an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-
23058543) or Mr. Rakesh Dalvi (022-23058542).
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager,
(CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M
Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-
23058542/43.
10. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies
Act, 2013, will be available for inspection by the members at the Annual General Meeting.
11. The Register of Contracts, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members
at the Annual General Meeting.
12. Members should address all correspondence to the Company’s Registrar and Share Transfer Agent at the following address quoting
their Registered Folio Number or Demat Account Number & Depository Participant (DP) ID Number.
Cameo Corporate Services Limited
Subramanian Building, No.1, Club House Road, Chennai-600 002
Phone: 91-44-2846 0395 Fax : 91-44-2846 0129
E-mail: investor@cameoindia.com
13. The equity shares of the Company are mandated by Securities and Exchange Board of India for compulsory trading in demat form
by all investors. The Company’s shares have been admitted into both the depositories viz. National Securities Depository Limited
[NSDL] and Central Depository Services (India) Limited [CDSL]. The ISIN allotted to the Company’s equity shares is
INE558B01017.
14. Members holding shares in physical form are requested to notify any change in their addresses, mandates/bank details immediately
to the Company’s Registrar and Share Transfer Agent, Cameo Corporate Services Limited, Chennai.
15. With effect from April 01, 2019, except in the case of transmission or transposition of securities, the requests for effecting transfer
of securities shall not be processed unless the securities are held in the dematerialized form with a Depository. Hence, the
members holding shares in physical form are requested to dematerialize their physical shares into electronic form by sending
demat request to their concerned Depository Participants.
16. Members holding shares in electronic mode are requested to intimate all changes pertaining to their bank details to their
Depository Participants in order to arrange the dividend payment by NECS/ECS or through warrant by printing the bank details, as
the case may be.

EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
Item No. 4
Mrs. Rita Menon (DIN: 00064714) was appointed as an Independent Director of the Company for a period of three (3) years with
effect from July 29, 2017 to July 28, 2020. As per the provisions of Section 149 of the Companies Act,2013 and the Rules made
thereunder, an Independent Director can be reappointed for a second term by obtaining approval of the shareholders by a way of
special resolution and on disclosure of such reappointment in the Board’s Report.
The Nomination & Remuneration Committee at its Meeting held on June 12, 2020, after taking into account the performance
evaluation of Mrs. Rita Menon during first term, has recommended to the Board for reappointment of Mrs. Rita Menon for second
term. Based on the recommendation of the Nomination & Remuneration Committee and on the performance evaluation conducted as
per Schedule IV of the Companies Act, 2014 by the Board of Directors, the Board has recommended the re-appointment of Mrs. Rita
Menon as an Independent Directors, to hold office for the second term of 3 consecutive years from July 29, 2020 to July 28, 2023 and
not liable to retire by rotation.
The Company has received the consent of Mrs. Rita Menon for reappointment for second term and she meets the criteria of
independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. An intimation is also received in Form DIR-8 in terms of Companies (Appointment &
Qualification of Director) Rules 2014, to the effect that she is not disqualified under Sub-section(2) of Section 164 of the Companies
Act 2013.
A notice has been received in writing by a member under Section 160 of the Companies Act, 2013 proposing reappointment of Mrs.
Rita Menon as an Independent Director of the Company for second term of 3 (three) years with effect from July 29, 2020 to July 28,
2023.
Mrs. Rita Menon is interested in the Resolution set out at Item No. 4 of the Notice in regard to her reappointment. The relatives of
Mrs. Rita Menon may be deemed to be interested in the Resolution set out at Item No. 4 of the Notice, to the extent of their
shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their relatives are, in any
way, concerned or interested, financially or otherwise, in the above appointments. Accordingly, the consent of the members is sought
by a Special Resolution for the Item No. 4 of the Notice.

Item No. 5
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 12,
2020 reappointed Mr. K. Prabhakar Rao as Director – Works for a further period of 2 (two) years from August 01, 2020 up to July 31,
2022 on the following terms.
a. Basic Salary: The Basis Salary shall be in the range of ` 215,000 per month to ` 400,000 per month. The annual increments will
be decided by the Board of Directors or the Nomination and Remuneration Committee and will be based on merit after taking into
account other relevant factors.
b. Flexi Pay and Variable Pay: The Flexi Pay and Variable Pay shall be according to the applicable policies / schemes of the Company
from time to time during his tenure, as may be decided by the Board of Directors or the Nomination and Remuneration Committee.
c. Retirement Benefits & Other Perquisites: As per the Company’s policies as applicable to Senior Executives, subject to the relevant
provisions of the Companies Act, 2013.
d. Termination: By giving the other party, six months’ notice
Any variation in the remuneration shall be as per the Resolution set out at Item No. 5 of the Notice. The remuneration is approved by
the Board of Directors and the Nomination & Remuneration Committee at their respective meetings held on June 12, 2020. The
Company has not made any default in repayment of any of its debts or debentures or interest payable thereon for a continuous period
of thirty days in the preceding financial year before the date of appointment.
The Company may or may not have adequate profits during the reappointed tenure of Mr. K. Prabhakar Rao for payment of
remuneration as per the details mentioned in the Resolution above. Thus, it is proposed to seek approval of the shareholders by way
of a Special Resolution in accordance with first proviso to Para A of Section II of the Part II of Schedule V as per the details mentioned
in the Resolution above, without the approval of the Central Government.
Other information as required under Section II of Part II of Schedule V.
I. General Information:
(1) Nature of industry: Manufacture of fertilizer and other plant nutrient products
(2) Commencement of commercial production: 1976
(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions
appearing in the prospectus: Not applicable
(4) Financial performance based on given indicators;
(` in Crore)
Particulars 2019-20 2018-19 2017-18
Sales 2,710.84 3,073.64 2,692.90
EBITDA 227.29 199.94 196.34
(5) Foreign investments or collaborations, if any: None

II. Information about the appointee:

(1) Background details: Mr. K Prabhakar Rao is working with the Company over a period of 40 years and has held various managerial
positions before designating as Director – Works.
(2) Past remuneration: ` 109.91 lakhs during 2019-20.
(3) Recognition or awards: None
(4) Job profile and his suitability: The position is of Director – Works and designated as Principal Employer is heading all the
operations of the Plant.
(5) Remuneration proposed: As disclosed above
(6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: The
proposed remuneration is fully justifiable and comparable as prevalent in the industry keeping in view the profile and the
position. Directors with similar profile and position in companies of similar size in the industry are paid similar remuneration.
(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel: None

III. Other information:

There is no loss or inadequate profits at present. However, for any reason not measurable at present, if there is loss or inadequate
profits during any year of the reappointed tenure of Mr. K Prabhakar Rao, Director – Works, approval of the shareholders by
Special Resolution would enable payment of remuneration as per the details given in this Notice. The future outlook is provided as
part of Board of Directors’ report and Management Discussion and Analysis attached to Board of Directors’ report.

IV. Disclosures:
The other required disclosures are made in the Corporate Governance Report attached to the Board of Directors’ report.
Mr. K. Prabhakar Rao is interested in the resolution set out at Item No. 5 of the Notice. The relatives of Mr. K. Prabhakar Rao may
be deemed to be interested in the Resolution set out at Item No. 5 of the Notice, to the extent of their shareholding interest, if
any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their relatives are, in any
way, concerned or interested, financially or otherwise, in the above appointment. The Board accordingly places the Special
Resolution set out at Item No. 5 of the Notice for approval of the members.
Item No. 6
The shareholders at the Annual General Meeting of the Company held on September 27, 2016 had approved appointment of Mr. N.
Suresh Krishnan as Managing Director for a period of five years with effect from January 01, 2016 to December 31, 2020. The
shareholders at the AGM held on September 25, 2017 had approved payment of consolidated salary of ` 8,00,000 per month to Mr. N.
Suresh Krishnan, Managing Director, with such annual increments, not exceeding the limits mentioned in Para (A) of Section II of Part
II of Schedule V, as may be determined by the Nomination and Remuneration Committee and / or the Board of Directors for a period
of three (3) years with effect from April 01, 2017 to March 31, 2020.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May
14, 2019, had approved payment of consolidated salary of ` 9,72,000 per month to Mr. N Suresh Krishnan, Managing Director for the
financial year April 01, 2019 to March 31, 2020. Based on the recommendation of the Nomination and Remuneration Committee, the
Board of Directors, at its meeting held on Feb 04, 2020, has approved payment of same salary of ` 9,72,000 per month to Mr. N
Suresh Krishnan, Managing Director for the remaining period of his tenure i.e. from April 01, 2020 to December 31, 2020.
The approval of the shareholders is required for payment of remuneration for the period from April 01, 2020 to December 31, 2020.
The remuneration is approved by the Board of Directors and the Nomination and Remuneration Committee at respective meetings held
on February 04, 2020. The Company has not made any default in repayment of any of its debts or debentures or interest payable
thereon for a continuous period of thirty days in the preceding financial year before the date of appointment.
The Company may or may not have adequate profits during April 01, 2020 to December 31, 2020 for payment of remuneration as per
the details mentioned in the resolution above. Thus, it is proposed to seek approval of the shareholders by way of an Ordinary
Resolution in accordance with first proviso to Para A of Section II of the Part II of Schedule V as per the details mentioned in the
Resolution above, without the approval of the Central Government.

Other information as required under Section II of Part II of Schedule V.

I. General Information:
(1) Nature of industry: Manufacture of fertilizer and other plant nutrient products
(2) Commencement of commercial production: 1976
(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions
appearing in the prospectus: Not applicable
(4) Financial performance based on given indicators;
(` in Crore)
Particulars 2019-20 2018-19 2017-18
Sales 2,710.84 3,073.64 2,692.90
EBITDA 227.29 199.94 196.34
(5) Foreign investments or collaborations, if any: None

II. Information about the appointee:

(1) Background details: Mr. N. Suresh Krishnan has been appointed as Managing Director of the Company with effect from Jan
01, 2016. He is also Managing Director of Paradeep Phosphates Limited with effect from February 16, 2020. With 27 years of
corporate experience in fertilizer, energy and cement sectors, Mr. Krishnan has been associated with Adventz Group for over 2
decades and has been widely acknowledged for his dynamic leadership, vision and commitment. Before taking over as
Managing Director of Paradeep Phosphates Limited, he was Managing Director of Zuari Agro Chemicals Limited since March
2012 and Zuari Global Limited since April 2015.
(2) Past remuneration:
` 116.64 lakhs from April 01, 2019 to March 31, 2020 in Mangalore Chemicals & Fertilizers Limited.
` 144.90 lakhs from April 01, 2019 to February 15, 2020 in Zuari Global Limited.
` 22.67 lakhs from February 16, 2020 to March 31, 2020 in Paradeep Phosphates Limited.
(3) Recognition or awards: None
(4) Job profile and his suitability: His functional experience spans corporate finance, corporate strategy, projects planning,
operations and business development. Over the years, he has been instrumental in financing of large Greenfield projects in
domestic and international markets, forging and managing joint ventures and acquisitions and in executing turnaround
strategies alongside day-to-day operations in the manufacturing sector.
(5) Remuneration proposed: As disclosed above.
 (6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: The
proposed remuneration is fully justifiable and comparable as prevalent in the industry keeping in view the profile and the
position of Managing Director. Directors with similar profile and position in companies of similar size in the industry are paid
similar remuneration.
(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel: None

III. Other information:

There is no loss or inadequate profits at present. However, for any reason not measurable at present, if there is loss or inadequate
profits during April 01, 2020 to December 31, 2020, the remaining period of current term of Mr. N Suresh Krishnan, Managing
Director, approval of the shareholders by an Ordinary Resolution would enable payment of remuneration as per the details given in
this Notice. The future outlook is provided as part of Board of Directors’ report and Management Discussion and Analysis attached
to Board of Directors’ report.

IV. Disclosures:
The other required disclosures are made in the Corporate Governance Report attached to the Board of Directors’ report.
Mr. N. Suresh Krishnan is interested in the resolution set out at Item No. 6 of the Notice. The relatives of Mr. N. Suresh Krishnan
may be deemed to be interested in the Resolution set out at Item No. 6 of the Notice, to the extent of their shareholding interest,
if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their relatives are, in
any way, concerned or interested, financially or otherwise, in the above appointment. The Board accordingly places the Ordinary
Resolution set out at Item No. 6 of the Notice for approval of the members.
Item No. 7
Mr. P. R. Tantri, Cost Accountant, Bangalore was appointed as Cost Auditor for the year 2019-20 and has carried out cost audit work
satisfactorily. Owing to his personal reasons, Mr. P R Tantri has conveyed his inability to take up the assignment of cost audit for the
year 2020-21.
Accordingly, the Board of Directors has appointed Mr. Y K Venkatesh, Cost Accountant (Membership Number 5294), as Cost Auditor
of the Company for the financial year 2020-21 on a remuneration of ` 1,60,000/- (Rupees One lakh sixty thousand only) exclusive of
applicable tax and other statutory levies, if any, and reimbursement of actual expenses incurred on travel, accommodation and other
out-of-pocket expenses.
Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules,
2014, the members are requested to ratify the above remuneration to Cost Auditor for the financial year 2020-21 by an Ordinary
Resolution.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially
or otherwise in this matter.
Additional information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 – Details of the Directors seeking appointment/reappointment.

Name of the Director Akshay Poddar Rita Menon K Prabhakar Rao

Date of Birth July 20, 1976 December 25, 1951 July 2, 1955
Qualification Master of Science in Leadership M A (Economics) from Delhi B.E (Chemicals)
& Strategy from London Business School of Economics.
School.
Honors in Accounting and Finance Retired IAS officer of 1975
from London School of Economics barch.
and Political Science,
University of London.
Inter-se relationship with None None None
Directors of the Company
Name of the Director Akshay Poddar Rita Menon K Prabhakar Rao
Expertise in Functional area Over 19 years of track record In her career as IAS Officer she Mr. Prabhakar Rao, has been
of promoting and managing has worked in various positions working with the Company
businesses in diversified industries like CMD of ITPO, Chairperson since 1978 and has handled
like fertilizers, agri-inputs, heaving of TNTPO & KTPO, Joint various responsibilities in the
engineering, sugar, consumer Secretary to Secretary Positions Company. As Director–Works,
products, real estate, investments at various Central Ministries, he is presently responsible for
and furniture etc. MD of UP Finance Corporation, production, maintenance,
Director at various central and quality control, technical
private sector undertakings like services, projects, safety and
BEL, GRSEL, Goa Shipyard Ltd, logistics at the Company’s plant
Mazagaon Dock Ltd, SIDBI in Mangalore.
etc. Mr. Rao has widely travelled and
participated in many National
and International symposiums
He has attended various
Management Development
Programs in premier Institutions
such as IIM Bangalore &
Ahmedabad.
Directorships in other Public Director in Adventz Securities Director in Micromax Nil
Companies Enterprises Limited, Indian Informatics Limited
Chamber of Commerce, Kolkata, and Metropolitan Clearing
YPO, Kolkata, Lionel Edwards Ltd, Corporation of India Limited
Texmaco Infrastructure & Holdings
Limited, Texmaco Rail &
Engineering Limited, Zuari Agro
Chemicals Limited, Lionel India
Limited and The Fertiliser
Association of India.
Membership / Chairmanship Chairman Member Chairman Member Chairman Member
in other Public Companies
Audit Committee Nil 01 Nil 02 Nil Nil
Stakeholders’ Relationship 01 01 01 Nil Nil Nil
Committee
Shareholding in the *11,09,359 equity shares Nil Nil
Company

*out of 11,09,359 shares, 46,715 shares purchased on 31.03.2020 are credited to his demat account after 31.03.2020.

By the order of the Board

Bengaluru Vijayamahantesh Khannur
August 07, 2020 Company Secretary
DIRECTORS’ REPORT EBITDA

To the Members,
1. Your Directors place before you the fifty Third Annual Report
of the Company together with Statement of Accounts for the
financial year ended March 31, 2020.

` Crs.
2. FINANCIAL HIGHLIGHTS
(` in Crores)
2019-20 2018-19
Revenue from operations 2,710.84 3,073.64
EBITDA 227.29 199.94
finance Costs 111.48 111.02
Depreciation 45.37 38.78
Profit before tax 70.44 50.14
Tax expense 5.89 17.26 YEARS
Profit after tax 64.55 32.88 the year against the reassessed capacity of 3,79,500 MT,
Other Comprehensive Income / (Loss) 0.16 (0.76) compared to 3,49,500 MT during the previous year.
Total Comprehensive Income 64.71 32.12 Di-Ammonium Phosphate (DAP) and Complex
Earnings Per Share (Basic & Diluted) ` 5.45 2.77 Fertilizers
Net Worth 545.58 495.16 Your Company produced 2,93,388 MTs of Phosphatic
Fertilizers during the year compared to 2,96,829 MTs in the
3. DIVIDEND previous year, based on the availability of raw materials.
The Board of Directors recommended a dividend of ` 0.50
per Ammonium Bi-Carbonate (ABC)
equity share of ` 10/- each. Production of ABC at 14,198 MTs during the year compared
to 13,860 MTs in the previous year.
4. REVIEW OF OPERATIONS
The revenue from operations for the year ended March 31, 6. SALES
2020 was ` 2,710.84 crores as compared to ` 3,073.64 During the year, your Company sold 3,79,562 MTs of Urea
crores for the year ended March 31, 2019. compared to 3,55,964 MTs in the previous year. Sale of
The profit before tax for the year ended March 31, 2020 was manufactured Phosphatic Fertilizers were 3,05,409 MTs
` 70.44 crores as compared to ` 50.14 crores for the year compared to 2,77,672 MTs in the previous year. Sale of
ended March 31, 2019. Total Comprehensive Income stood imported fertilizers were 1,16,871 MTs against 2,28,770 MTs
at in the previous year.
` 64.71 crores for the year ended March 31, 2020 compared Sulphonated Naphthalene Formaldehyde (SNF)
to ` 32.12 crores for the previous year.
The Company sold 17,364 MTs of SNF during the year,
The financial results of the Company were better primarily compared to 14,486 MTs in the previous year. The Company
on account of higher production of Urea besides operational has continued with new product variants for applications in
effeciency during the year compared to previous year. newer areas to improve plant utilization, in order to de-risk
5. PRODUCTION its focus on construction chemical industry.

Urea
Your Company achieved production of 3,79,500 MT during
SALES
PRODUCTION
` Crs.

Lakhs - MTs

YEARS
YEARS
 Specialty Plant Nutrition (SPN) Products
8. MODERNIZATION OF AMMONIA/UREA PLANTS/NEW
The plant set up in August 2010 for manufacture of SNF on PROJECTS
a modular basis can take care of increased demand. Your
Natural Gas Conversion Project
Company, being a responsible corporate, continued its focus
on addressing serious issues like soil deterioration, improve All equipment related to NG conversion project were
soil conditions and its productivity. Your Company continues installed in Ammonia and captive power plant. The plant is
to supply agri. inputs to farmers that maintain soil health, fully ready in all respects to receive natural gas. As informed
provide balanced and complete nutrition, and improve crop by GAIL (India) Ltd., a major portion of the laying of gas
health. pipeline from Kochi to Mangalore is completed. One of two
rivers crossing works has been completed by GAIL and one
Continued effort in identifying customer needs, introducing river crossing work in Kasaragod district of Kerala is under
suitable products and educating farmers as well as channel progress. The pipeline is expected to be ready for gas
partners in proper use of these inputs has resulted in supply in second quarter of 2020-21.
Company achieving a turnover of ` 160 crore during the
year. Ammonia Plant Energy Improvement Project
The Specialty fertilizer manufacturing facility in Mangalore, Basic & detailed engineering of the ammonia plant revamp
has greatly helped in growth of SPN business by providing under technology licensing from Kellog Brown Root has been
timely supply of quality products. completed. Meanwhile, after receiving environment
clearance, orders for long lead & other items were placed.
To address the nutrient deficiencies noticed in the soil
While the manufacturing of equipment by the respective
resulting in inadequate output or crop failure in the areas
suppliers was in progress, it was hampered due to COVID –
serviced by our marketing network, our R&D center at
19 challenges globally. factoring this, the revised timelines
Hassan has been developing many new innovative crop
are being drawn and the project is expected to be
nutrition products. The response from the farmers on the
commissioned during next financial year.
effectiveness of these products has been very encouraging.
In order to encourage scientific application of fertilizers and New Projects
plant nutrients, your Company has been very actively Your Company had also received environment clearance in
involved in educating farmers through several customer August 2018 for expansion project of Urea plant with
education & development activities under the concept of additional capacity of 1,40,400 TPA, DAP & NPK plant with
Integrated Nutrient Management (INM). additional capacity of 10,00,000 TPA and Sulfonated
Naphthalene Formaldehyde / Poly Carboxylate Ether plant
Crop Protection Chemical (CPC) Products
with additional capacity of 18,000 TPA in addition to
Your Company has adopted a collaborative approach for Ammonia Plant Energy Improvement Project as aforesaid.
marketing the products of reputed pesticide companies These projects would be pursued later.
through its channel partner network. The CPC business
registered a turnover of ` 14 crores during the year through 9. FERTILIZER POLICY
a wide range of CPC products.
The Company had filed writ petition before the Hon’ble
Analytical and Advisory Service High Court of Delhi seeking remedy against some restrictive
& discriminatory conditions imposed by the Notification
R & D facility of the Company established at Hassan No.12018/4/2014-FPP dated June 17, 2015 which allowed
continues to analyze samples of soil, water, plant tissues, continuation of production of urea by 3 Naphtha based units
plant nutrients, organic manures, soil amendments, (MfL – Manali, MCfL – Mangalore and SPIC – Tuticorin) till
fertilizers etc. pertaining to our customers and provides these plants get assured supply of gas either by gas pipeline
appropriate recommendations for soil health management or any other means.
and crop management. The R & D facility is also involved
in development of many new specialty products. Suitable The writ petition was disposed since the GOI confirmed
follow up is done by our experts and extension workers to that the Company would be eligible for the benefits as are
ensure effective implementation of the scientific available to other manufacturers of Urea who have
recommendations. All these are provided to our customers converted their manufacturing processes to gas based and
free of cost to ensure their active participation in achieving are now utilizing gas for production of Urea.
profitability and sustainability in agriculture. The GOI issued Notification No.12012/1/2015-FPP dated
March 28, 2018 confirming the availability of benefits to the
7. WORKING CAPITAL Company for having converted its manufacturing process to
Higher subsidy demand on account of escalation in gas based, on receipt & use of gas for production of Urea
commodity prices coupled with rupee depreciation and and continuation of existing policy till March 2020. The
continued under- provisioning for fertilizer subsidy in the Company is engaging with GOI for continuation of the
Union Budget, with resultant delay in subsidy payment by existing policy till the gas supply is made available.
Govt. of India (GOI) contributed to precarious working The Nutrient Based Subsidy Scheme (NBS) was introduced by
capital condition. The estimated interest cost on account of
delay in subsidy payment was ` 58 crores for the year.
 the GOI with effect from April 1, 2010 after de-controlling
with more stress on personal hygiene and tests were
the DAP / complex fertilizers, where annual/bi-annual
conducted for any communicable diseases. Employees of
concession rates are announced in advance leaving the
Ammonium Bi-Carbonate (food grade) Plant were examined
market realization to reflect the fluctuations in respective
for any communicable/skin diseases and were immunized
commodity prices. However, the GOI is monitoring the
against diseases like Hepatitis B and Typhoid as per
market realization.
schedule.
10. SAFETY, HEALTH, ENVIRONMENT AND POLLUTION Awareness programme on “Health & Personal Hygiene” was
CONTROL conducted for the employees of ABC Plant and Canteen
SAFETY regularly. first aid training programmes were conducted for
employees and contract workers regularly. Health awareness
During the year, periodic audits of Safety, Health and
programmes on various subjects such as Health hazards of
Environment Management System were carried out by
Tobacco, Diabetes Wellness Programme, Shoulder & Sports
M/s DNV-GL. A Public Awareness Programme and
injuries, Corona Virus Disease were conducted for
Awareness on Natural Gas usage was conducted at Lions
employees.
Seva Mandir in February 2020 in association with Lions Club,
Petronet LNG Ltd. and GAIL (India) Ltd. Health & Eye check-up camps, Dental check-up/awareness
camps, Cardiac Check-up camps were conducted in
Your Company has taken several measures to strengthen neighboring villages and schools and also delivered a
safety systems inside the factory. A multi-purpose fire tender presentation on “Best Practices in Occupational Health at
having 1000 kg capacity DCP vessel for fighting NG fires, MCF” at International Conference on Vision Zero organized
Water mist firefighting pump, Emergency light mast etc. by Government of Karnataka at Bangalore.
have been procured and installed. Break Glass type manual
fire alarm call points were also installed in Ammonia Plant, ENVIRONMENT
Tank farm, Cooling tower and CPP areas Graphic interface As an ISO 14001 certified company, many environmental
software for the existing addressable fire alarm system was management programs have been implemented to improve
incorporated. the environmental performance of the Company. Your
During the year, your Company was awarded “Utthama Company has achieved zero liquid discharge status in 2010
Suraksha Puraskara” by National Safety Council – Karnataka by upgrading its effluent and sewage treatment plants to
Chapter in recognition of good management systems and recover and reuse the treated waters. The rainwater
safety performance during the years 2017 and 2018. harvesting system and sewage treatment plants are already
installed at township for employees. In addition to the
On-site Emergency Plan was updated to include Natural existing 64 acres of green belt in manufacturing site, your
Gas related scenarios as the plant is gearing up for Natural Company has planted 3,000 saplings during 2019-20.
Gas based operation. The plan is approved by Director of
Factories, Boilers, Industrial Safety & Health, Government Environmental Management System (EMS) in line with the
of Karnataka. Extensive training programs related to new version, ISO14001:2015 was implemented during the
rescue operations, usage of personal protective equipment, year and certified by M/s Det Norske Veritas, Bangalore.
emergency management, work permit system, Fire Safety at Your Company has installed Continuous Ambient Air Quality
home, Safety, Health and Environment management system, Monitoring (CAAQM) station inside factory premises for
were organized for employees. Regular mock drills were also continuous monitoring of ambient air quality. Ambient air
conducted to check the emergency preparedness. quality data from CAAQM station is being displayed in LED
Promotional campaigns like National Safety Day, Fire Service display board at the entrance of the factory facing National
Week and Chemical Disaster Prevention Week were highway for public information. Your Company has also
undertaken. installed Continuous Online Monitoring Systems in Urea prill
tower, Di-Ammonium Phosphate plant stack and Sulphuric
Firefighting training is being conducted every Friday to train Acid plant stack as per the Central Pollution Control Board
the employees and also contractors’ workmen. Various (CPCB) guidelines.
training programmes (Audio, Visual & practical) were
Environment Laboratory at factory has been assessed and
conducted both at works and township.
accredited in accordance with standard ISO/IEC 17025:2015
HEALTH by National Accreditation Board for Testing and Calibration
Annual medical examinations were conducted for all Laboratories (NABL). Lighting in the entire complex including
employees and contract workers which included general hazardous area lighting has been now converted to LED
physical examination, systemic examination and laboratory lighting. Over 5,750 LED light fittings were installed over
investigations. past three years with focus on reducing energy
consumption.
Special tests like pulmonary function test for the employees
who are exposed to dust and chemicals, audiometry for Your Company has conducted series of programmes under
those exposed to noise and vision test for those who require “Swachchata Hi Seva” focusing on Plastic Waste
high visual acuity at workplace were conducted by Management in this year. The programmes covered four
concerned specialists as per schedule. awareness programmes in Educational Institutes, a
Shramadan in association with a College and a workshop on
Medical examination of the canteen workers was conducted
“Recycling opportunities in Plastic Waste Management” in
association with various organizations of Mangalore.
 Green Rating & Green Power
b) the Directors have selected such accounting policies
Your Company has been conferred “3 leaf award” and and applied them consistently and made judgments and
placed in 2nd position (shared with KRIBHCO) among 23 estimates that are reasonable and prudent so as to give
operational Indian Urea plants participated in the Green a true and fair view of the state of affairs of the
Rating Survey conducted in 2018-19 by Delhi based non- Company at the end of the financial year and of the
profit organization Centre for Science & Environment (CSE). profit and loss of the Company for that period;
As a first step towards renewable power generation, your c) the Directors have taken proper and sufficient care for
Company has taken up initiative by commissioning Roof Top the maintenance of adequate accounting records in
Solar Photo Voltaic System with a capacity of 251.23 kWp accordance with the provisions of the Companies Act,
at plant in Mangalore in January 2019. Estimated annual 2013 for safeguarding the assets of the Company and
electrical energy generation is around 3,80,000 units. The for preventing and detecting fraud and other
system was installed and commissioned by Tata Power Solar, irregularities;
Bengaluru. During the year, 3,20,000 kWh of solar power
d) the Directors have prepared the annual accounts on a
was generated.
going concern basis;
Bio-Digester Plant for Canteen waste e) the Directors have laid down internal financial controls
A bio-digester plant was installed to convert Canteen to be followed by the Company and that such internal
Kitchen waste to Bio-gas. The industrial canteen at factory financial controls are adequate and operating
produces about 50 – 70 kg/day of waste. The waste is now effectively;
converted to Bio-gas equivalent to 150 kg of LPG/month and f) the Directors have devised proper systems to ensure
it is used as fuel in the canteen kitchen. Residue, a rich compliance with the provisions of all applicable laws
manure, is used as fertilizer in garden. The system also and that such systems are adequate and operating
reduces solid waste handling by converting it to useful effectively.
product at source of generation itself.
14. STATEMENT ON DECLARATION BY INDEPENDENT
Management of COVID – 19 DIRECTORS
For the prevention of COVID – 19 spread, your Company The Company has received declaration of independence
has been doing thermal screening of all employees & from the Independent Directors and the same have been
contract workers since March 10, 2020 and awareness noted by the Board of Directors in its meeting held on June
programme on Corona virus was arranged for the benefit of 12, 2020.
the employees. Central Monitoring Office for monitoring of
the COVID-19 situation was been set up, social distancing, 15. DIRECTORS
use of masks, use of ArogyaSetu app & sanitizers has been Mr. Akshay Poddar retires by rotation and being eligible
strictly implemented in workplaces and Canteen. Your offers himself for reappointment at the ensuing Annual
Company operated with only essential manpower during General Meeting.
complete lockdown with necessary safety & social distancing The first term of Mr. Arun Duggal as an Independent
measures like staggered shifts roster, flexible work hours, Director would end on September 28, 2020. Mr. Arun
work from home option etc. Standard Operating Procedure Duggal is not seeking reappointment for second term. The
as per the guidelines of Ministry of Home Affairs were first term of Mrs. Rita Menon as an Independent Director
followed during lockdown period. would end on July 28, 2020 and being eligible, offers
herself for reappointment. Considering her expertise,
11. ANNUAL RETURN
performance and contribution to the Board, based on the
Annual Return referred to in Section 92(3) of the Companies recommendation of the Nomination & Remuneration
Act, 2013 is available on the website of the Company i.e. Committee, the Board recommends reappointment of Mrs.
www.mangalorechemicals.com. Rita Menon, as an Independent Director for second term of
12. NUMBER OF BOARD MEETINGS CONDUCTED DURING 3 years, subject to approval of the members by special
resolution at the ensuing Annual General Meeting.
THE YEAR
During the year, five Board Meetings were held on May 14, During the year, the Company has appointed Mr. Dipankar
2019, August 12, 2019, October 22, 2019, November 13, Chatterji and Mr. Shashi Kant Sharma, as Directors in the
2019, and February 04, 2020. category of Independent Directors. In the opinion of the
Board of Directors, both Mr. Dipankar Chatterji and Mr.
13. DIRECTORS RESPONSIBILITY STATEMENT Shashi Kant Sharma possess requisite expertise and
Pursuant to Section 134(5) of the Companies Act, 2013, experience on the roles, rights and responsibilities of
your Directors confirm that: Independent Directors.
a) in the preparation of the annual accounts, the Mr. Narendra Mairpady resigned from the Board of Directors
applicable accounting standards have been followed with effect from April 05, 2019.
along with proper explanation relating to material 16. DIRECTORS TRAINING & FAMILIARIZATION
departures, if any;
The Company, in compliance with Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, formulates programs to familiarize new
Independent Directors inducted on the Board with the
Company, nature of the industry, business model and
their roles and responsibilities. The new Independent
Directors
 appointed by the Company during the year 2019-20 are The Board of Directors has constituted a CSR Committee and
having rich experience on the roles, rights and also approved the CSR Policy.
responsibilities of independent directors. A programme for
the new Directors about the nature of the industry and the
business model of the Company, which was planned in the
last week of March 2020 could not be held due to COVID-19
pandemic. The Company shall arrange the same in due
course as and when the normalcy returns.

17. PERFORMANCE EVALUATION

Pursuant to the provisions of the Section 134, 178 and Sch.
IV of the Companies Act, 2013 and Regulation 17 of the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the following performance evaluations
were carried out;
a. Performance evaluation of the Board, Chairman and
non-
Independent Directors by the Independent Directors;
b. Performance evaluation of the Board, its committees
and Independent Directors by the Board of Directors;
and
c. Performance evaluation of every Director by the
Nomination and Remuneration Committee.
The evaluation process covered adequacy of the
composition of the Board and its Committees, disclosure of
information to the Board and Committees, performance
of duties and obligations, governance parameters,
participation of the members of the Board/Committees and
fulfilment of independence criteria and maintaining
independence from the management by the Independent
Directors.
Based on the evaluation done by the Directors, the
performance of the Board, its Committees and the Directors
was satisfactory and the quality, quantity and timeliness of
flow of information between the management and the Board
was appreciable.
18. NOMINATION & REMUNERATION POLICY
Based on the recommendation of the Nomination and
Remuneration Committee, the Board has approved the
Nomination & Remuneration Policy. The Nomination &
Remuneration Policy provides for constitution & role of
Nomination and Remuneration Committee, guidelines on
procedure for appointment/removal of Director, Key
Managerial Personnel or at Senior Management level,
recommendation for remuneration, compensation and
commission to be paid to the Managing Director/Whole time
Director/Non-Executive Directors and carrying out evaluation
of performance of every Director and Key managerial
personnel.
The Nomination & Remuneration Policy is placed on the
website of the Company i.e. www.mangalorechemicals.com.

19. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT

VENTURES
The Company does not have any subsidiary, associate or
joint venture.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

 Terms of Reference: www.mangalorechemicals.com.
The CSR Committee formulates and recommends to the
Board a CSR Policy which shall indicate the activities to be
undertaken by the Company, as specified in Schedule VII
of the Companies Act, 2013. The Committee also
recommends the amount of expenditure to be incurred on
CSR activities and monitors the CSR Policy of the
Company from time to time. Other terms of reference are
given below;
• The Corporate Social Responsibility Committee shall
meet atleast once in a financial year.
• The quorum for the meetings shall be at least 2
members.
• The Committee shall recommend the amount of
expenditure to be incurred on the CSR activities on
an annual basis.
• The Committee shall monitor & recommend to the
Board changes to the Corporate Social Responsibility
Policy from time to time.
• The Company Secretary shall act as the secretary of the
CSR Committee.
During the year, the Committee met twice on May 14,
2019 and August 12, 2019. The attendance at the
meeting was as follows:–
No. of meetings
Name of the member Status
attended
Rita Menon@ Chairperson 2
D. A. Prasanna Member 2
N. Suresh Krishnan@ Member 1
K. Prabhakar Rao Member 2
Narendra Mairpady# Chairperson -
# up to 05.04.2019. @ Mrs. Rita Menon is designated as
Chairperson and Mr. N. Suresh Krishnan is appointed as
member w.e.f. 14.05.2019.
Based on the recommendation of the CSR Committee, the
Company has formulated a comprehensive CSR policy.
The details of CSR policy, CSR initiative and activities
during the year and the Annual Report on Company’s CSR
activities are furnished in Annexure 1 attached to this
report.
21. COMPOSITION OF AUDIT COMMITTEE AND VIGIL
MECHANISM
The composition of the Audit Committee during the year
is shown in the Corporate Governance Report attached as
Annexure 5.
The Company has established a vigil mechanism through
Whistleblower Policy and the Audit Committee of the
Company is responsible to review periodically the efficient
and effective functioning of the vigil mechanism, to deal
with instances of fraud and mismanagement and
suspected violations of the Company’s Code of Business
Conduct and Ethics, if any.
The Whistleblower Policy provides for adequate
safeguards against victimization of employees and
Directors who express their concerns. The Company has
also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of
the employees and the Company. The Whistleblower
Policy is placed on the website of the Company
22. RISK MANAGEMENT
29. AUDITORS’ REPORT
The Company has the requisite processes and procedures in
There were no qualifications, reservations or adverse
place to identify and assist in minimizing exposure to risk
remarks made by the Statutory Auditor, Secretarial Auditor
that threaten the existence of the Company. Based on the
and Cost Auditor in their respective reports. No frauds have
recommendation of the Risk Management Committee, the
been reported by the Auditors during the year.
Board has put in place a risk management policy to monitor
and review potential risks. 30. MATERIAL CHANGES & COMMITMENTS
The heads of departments regularly review and assess the There were no material changes and commitments affecting
departmental policies/procedures and identify risks, perform the financial position of the Company which have occurred
analysis of the frequency and severity of potential risks, between the end of the financial year of the Company to
select the best techniques to manage risk, implement which the financial statements relate and the date of this
appropriate risk management techniques and monitor, report.
evaluate and document results.
31. SIGNIFICANT & MATERIAL ORDERS
23. LOANS, GUARANTEES OR INVESTMENTS No significant and material orders were passed by the
The Company has not given any loans or guarantees regulators or courts or tribunals impacting the going concern
covered under the provisions of Section 186 of the status and the Company’s operations in future.
Companies Act, 2013 during the year. The details of the
investments made by Company are given in the notes to the 32. DETAILS PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013
financial statements.
Details pursuant to Section 197(12) of the Companies Act,
24. RELATED PARTY TRANSACTIONS 2013 read with Rule 5 of the Companies (Appointment and
All related party transactions that were entered into during Remuneration of Managerial Personnel) Rules, 2014 in
the year were at arm’s length. All related party transactions respect of employees of the Company, shall form part of this
were approved by the Audit Committee and the Board of report. However, in terms of Section 136 of the Act, this
Directors. The details of related party transactions as per report is being sent to all the members of the Company
Form AOC–2 is enclosed as Annexure 2 to the Directors’ excluding the aforesaid information. The said particulars are
Report. There were no related party transactions made by available for inspection by the Members at the Registered
the Company with the Promoters, Directors and Key Office of the Company.
Managerial Personnel which may have a potential conflict
with the interest of the Company at large. 33. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
25. DEPOSITS (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
The Company has not accepted any fixed deposits in the 2013
past The Company has complied with provisions relating to
or during the year. the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
26. STATUTORY AUDIT
Prohibition and Redressal) Act, 2013. No complaint / case
The Statutory Auditors, M/s S. R. Batliboi & Co. LLP, has been filed / pending before the Committee during the
Chartered Accountants, were appointed to hold office from year.
the conclusion of 50th Annual General Meeting till the
conclusion of 55th Annual General Meeting of the Company. 34. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
27. SECRETARIAL AUDIT FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the provisions of Section 204 of the Companies The information pertaining to conservation of energy,
Act, 2013 and the Companies (Appointment and technology absorption, foreign exchange earnings and outgo
Remuneration of Managerial Personnel) Rules, 2014, the as required under Section 134(3)(m) of the Companies Act,
Company re- appointed Mr. S. Kedarnath, Practicing 2013 read with Rule 8(3) of the Companies (Accounts)
Company Secretary to undertake the Secretarial Audit of the Rules, 2014 is furnished in Annexure 4 attached to this
Company for the year 2019-20. The Secretarial Audit report report.
is annexed herewith as Annexure 3.
35. CORPORATE GOVERNANCE
28. COST RECORDS & COST AUDIT The Company is committed to good corporate governance
The Company is required to maintain cost records as practices. The Board endeavors to adhere to the standards
specified by the Central Government under Section 148(1) set out by the Securities and Exchange Board of India
of the Companies Act, 2013, and accordingly such accounts (SEBI) on corporate governance practices and accordingly
& records are made and maintained. The Company has implemented all the mandatory stipulations.
reappointed Mr. P. R. Tantri, Cost Accountant, Membership A detailed Corporate Governance Report in line with the
No. 2403, as the Cost Auditor for the year 2019-20. The requirements of SEBI (Listing Obligations & Disclosure
Cost Audit Report for the year ended March 31, 2019 was Requirements) Regulations, 2015 regarding the corporate
filed by the Company with the Ministry of Corporate Affairs governance practices followed by the Company and the
on September 10, 2019. certificate from Practicing Company Secretary relating
 to compliance of mandatory requirements along with
37. ACKNOWLEDGEMENT
Management Discussion and Analysis report are given as
Annexure 5 and 6 respectively. A statement regarding Your Directors wish to place on record their sincere
opinion of the Board, with regard to integrity, expertise and appreciation of the guidance and advice given by Mr.
experience (including proficiency) of the independent Narendra Mairpady during their association with the
directors appointed during the year is given in Corporate Company.
Governance Report annexured as Annexure 5.
Your Directors thank the Company’s clients, vendors,
36. BUSINESS RESPONSIBILITY STATEMENT investors and bankers for their support. Your Directors also
Pursuant to amended Regulation 34(2)(f) of the SEBI wish to place on record their appreciation of the excellent
(Listing Obligations & Disclosure Requirements) Regulations, performance of the employees.
2015, the top 1000 listed companies (earlier top 500 listed Your Directors express their gratitude to the Government
companies) based on market capitalization calculated as on of India, the State Governments, the Customs and Excise
March 31 of every financial year, need to prepare business Departments and other government agencies for their
responsibility report describing the initiatives taken by the support, and look forward to their continued support in the
Company from an environmental, social and governance future.
perspective, in the format as specified by SEBI vide its For and on behalf of the Board of Directors,
circular dated November 04, 2015. Accordingly, your
Company being one of the top 1000 listed companies based N. Suresh Krishnan K. Prabhakar Rao
on market capitalization as on March 31, 2020, has prepared
Managing Director Director - Works
business responsibility report which is given as Annexure 7.
June 12, 2020
 Annexure 1

Annual Report on CSR Activities

1. A brief outline of the Company’s CSR policy and overview of projects to be undertaken
Corporate Social Responsibility Policy (CSR Policy) of Mangalore Chemicals & Fertilizers Limited (MCFL) encompasses the
Company’s philosophy to discharge its social responsibility in the up-liftment/development of the communities in its operating
territory and mechanism for undertaking CSR activities/projects/programs with reference to provisions and Schedule VII of the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR policy of the Company provides for following areas of focus and activities.
Focus Area Activities
Health Care • Project Eye Care
• Human Health Camps
• Animal Health Camps
Education • Mangala Akshara Mitra
• Helping school for special children
Sports, Arts and Culture • Raitha Dasara – Rural sports
• Identify and promote nationally recognized sports
Community Development • Development of Rural Areas
• Assistance to tribal community
Environmental Sustainability • Animal Welfare
• Adoption of Animals
The CSR Policy is available on the website of the Company which can be accessed on the web link: www.mangalorechemicals.com.
2. The Composition of the CSR Committee:
Name of the member Status
Rita Menon@ Chairperson
D. A. Prasanna Member
N. Suresh Krishnan@ Member
K. Prabhakar Rao Member
Narendra Mairpady# Chairman
# up to 05.04.2019. @ Mrs. Rita Menon is designated as Chairperson and Mr. N. Suresh Krishnan is appointed as member w.e.f.
14.05.2019.
3. Average net profit of the company for last three financial years: ` 5,215 lakhs
4. Prescribed CSR Expenditure (2% of the amount as in item 3 above): ` 104.30 lakhs
5. Details of CSR spent during the financial year:
a) Total amount spent for the financial year 2019-20: ` 105.21 lakhs
b) Amount unspent: Nil
c) Manner in which the amount spent during the financial year is detailed below.
1 2 3 4 5 6 7 8
Sl. CSR project or Sector in Projects or programs Amount outlay Amount Cumulative Amount spent:
No. activity identified which (1) Local area or other (budget) spent on expenditure Direct or
the (2) Specify the State project the projects up to the through
project is and district where or or reporting period implementing
covered projects wise programs (` in Lakhs) agency
or Programs were (` in Lakhs) (` in
undertaken Lakhs)
1 Mangala Akshara Promotion of Local Area in which 21.00 18.94 18.94 Direct
Mitra Education Company is operating
2 Swacha Vidyalaya Sanitation & Local Area in which 12.00 27.24 27.24 Direct
Drinking water Company is operating
3 Eye Care Health Care Local Area in which 20.00 19.14 19.14 Direct
Company is operating
 1 2 3 4 5 6 7 8
Sl. CSR project or Sector in Projects or programs Amount outlay Amount Cumulative Amount spent:
No. activity identified which (1) Local area or other (budget) spent on expenditure Direct or
the (2) Specify the State project the projects up to the through
project is and district where or or reporting period implementing
covered projects wise programs (` in Lakhs) agency
or Programs were (` in Lakhs) (` in
undertaken Lakhs)
4 Rural Sports, Arts Rural Area Local Area in which 10.00 2.30 2.30 Direct
& Culture Development Company is operating
5 Community Local Area in which 42.00 37.36 37.36 Direct
Development & Company is operating
Animal Welfare
6 Community Health Preventive Local Area in which - 0.23 0.23 Direct
measures for Company is operating
COVID -19
TOTAL 105.00 105.21 105.21

6. The Company has spent the prescribed amount for CSR during the year 2019-20.
7. The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Managing Director Chairperson, CSR Committee

Annexure 2
Form No. AOC - 2
(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-
section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
There were no contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 which were not at arm’s length basis during the year ended March 31, 2020.
2. Details of material contracts or arrangements or transactions at arm’s length basis:
There were no material contracts / arrangements or transactions entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013. However, the Company has entered into transactions with related
parties at arm’s length, the details of which are given in the notes to financial statements.

For and on behalf of the Board of Directors,

N. Suresh Krishnan K. Prabhakar Rao

Managing Director Director - Works

June 12, 2020

 Annexure 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]

To,
c) The Securities and Exchange Board of India (Registrars
The Members,
to an Issue and Share Transfer Agents) Regulations,
Mangalore Chemicals and fertilizers Limited, 1993 regarding the Companies Act and dealing with
Bengaluru-560001 client;
We have conducted the Secretarial Audit of the compliance of d) SEBI (Listing Obligation and Disclosure Requirements)
the applicable statutory provisions and the adherence to good Regulations 2015. (LODR Regulations) including the
corporate practices by Mangalore Chemicals and Fertilizers requirements with regard to the disclosure of
Limited having CIN: L24123KA1966PLC002036 (herein information on Company’s website and other disclosure
after called the company). Secretarial Audit was conducted in and reporting requirements to the Stock Exchanges
a manner that provided us the reasonable basis for evaluating during the Financial Year
the corporate conducts/statutory compliances and expressing my There were no occasions during the financial year requiring
opinion thereon. specific compliance under the provisions of the following
Regulations and Guidelines:-
Based on my verification of the Company’s books, papers,
minute books, forms and returns filed and other records e) The Securities and Exchange Board of India (Issue of
maintained by the Company and also the information provided Capital and Disclosure Requirements) Regulations, 2009,
by the Company, its officers, agents and authorized as amended till date;
representatives during the conduct of Secretarial Audit, we f) The Securities and Exchange Board of India (Share
hereby report that in our opinion the Company has, during the Based Employees Benefits) Regulations, 2014, as
audit period covering the financial year ended on 31 st March amended till date;
2020, complied with the statutory provisions listed hereunder
and also that the Company has proper Board- processes and g) The Securities and Exchange Board of India (Issue and
compliance-mechanism in place to the extent, in the manner and Listing of Debt Securities) Regulations, 2008 as
subject to the reporting made hereinafter. amended till date;
h) The Securities and Exchange Board of India (Delisting of
We have examined the books, papers, minute books, forms and Equity shares) Regulations, 2009; and
returns filed and other records maintained by the Company for
the Financial Year ended on 31 st March 2020, according to the i) The Securities and Exchange Board of India (Buyback of
provisions of: Securities) Regulations, 1998, as amended till date;

I. The Companies Act, 2013 (the Act) and the Rules made VI. We further report that based on the information and
there explanations, and the records maintained, the Company has,
under; in our opinion, complied with the provisions of:
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and 1. Industry Specific Laws
the Rules made there under; a) The Fertilizers (control) Order, 1985
III. The Depositories Act, 1996 and the Regulations and Bye- b) The Fertilizers (Movement Control) Order, 1973
laws
framed there under; c) Essential Commodities Act, 1955
d) The Competition Act, 2002
IV. Foreign Exchange Management Act, 1999 and the Rules
and regulations made there under to the extent of Foreign e) The Environmental Protection Act, 1986
Direct Investment, Overseas Direct Investment and External f) The Water (Prevention and control of Pollution) Act, 1974.
Commercial Borrowings;
g) The Air (Prevention and control of Pollution) Act, 1981.
V. The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI h) The Hazardous Waste (Management and Handling)
Act’). Rules, 1989.

a) The Securities and Exchange Board of India (Substantial i) Legal Metrology Act, 2009
Acquisition of Shares and Takeovers) Regulations, 2011; j) Prevention of Food Adulteration Act, 1954 read with
Rules made there under
b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015;
2. General Laws
Company’s affairs in pursuance of the above referred laws, rules,
k) Industrial and Labour laws as applicable to the Company regulations, guidelines, standards, etc.
l) The Factories Act, 1948 Place: Bengaluru
m) Indian Boilers Act, 1923 Date: 2nd June, 2020
UDIN No. F003031B000310932
n) Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Note: This report is to be read with our letter of even date
We further report that the Company has developed and which is annexed as “Annexure A” and forms an integral part of
implemented adequate systems and processes which are in this report.
place to monitor and ensure compliances with the General Laws
mentioned above and the same is commensurate with its size
and operations, to effectively ensure compliance with applicable
laws, rules, regulations and guidelines. ‘ANNEXURE-A’

We have also examined compliance with respect to:

(i) The Secretarial Standards SS-1 and SS-2 issued by the ICSI To,
and as notified by the Ministry of Corporate Affairs and The Members,
report that the Company has generally complied with the Mangalore Chemicals and fertilizers Limited,
Bengaluru-560001
said Standards.
(ii) The Listing Agreement/s entered into by the Company with My report (2019-20) of even date is to be read along with this
the BSE Limited and The National Stock Exchange of India letter.
Limited (NSE) and report that the Company has complied
with the same. 1. Secretarial Audit was conducted using Information
Technology tools and on a random test check basis which
We further report that during the said financial Year, the
was necessitated in view of the prevailing COVID-19
Company has complied with the provisions of the Acts, Rules,
circumstances and in compliance of directions of the State
Regulations, Guidelines, Standards, etc., mentioned in the
Government as per Para 3 of the ICSI Guidance dated 4 th
foregoing paragraphs.
May 2020.
We further report that: 2. Maintenance of secretarial record is the responsibility of the
The Board of Directors of the Company is duly constituted with Management of the Company. My responsibility is to express
proper balance of Executive Directors, Non-Executive Directors an opinion on these secretarial records based on our audit.
and Independent Directors. The changes in the Composition of 3. I have followed the audit practices and processes as were
the Board of Directors that took place during the period under appropriate to obtain reasonable assurance about the
review were carried out in compliance with the provisions of the correctness of the contents of secretarial Records. The
Act. verification was done on test basis to ensure that correct
facts are reflected in the secretarial records. I believe that
Adequate notice was given to all the Directors to schedule the
the processes and practices, we followed provide a
Board/committee Meetings, agenda and detailed notes on
reasonable basis for my opinion.
agenda was sent at least seven days in advance, and a system
exists for seeking and obtaining further information and 4. I have not verified the correctness and appropriateness of
clarifications on the agenda items before the meeting and for any of the financial records and Books of Accounts of the
meaningful participation at the meeting. Sub committee’s of Company including the records pertaining to Goods and
Board reconstituted during the financial year by following Service Taxes, Income Tax, Customs and other related
necessary provisions governing the same. Majority decisions enactments applicable to the Company.
were carried through by the Board at its meetings and minutes
5. Wherever required, I have obtained Management
of meetings are self-explanatory with regard to dissenting
Representation about the compliance of laws, rules and
member’s views, if any.
regulations and happening of events etc.
There are alos processes and adequate procedures in place 6. The Secretarial Audit report is neither an assurance as to
for minimizing exposure to risks which may threaten the very the future viability of the Company nor of the efficacy or
existence of the Company. The Company has generally complied effectiveness with which the Management has conducted the
with the requirements of the provisions governing Corporate affairs of the Company.
Social Responsibility.
Place: Bengaluru
We further report that during the financial Year there were
Date: 2nd June, 2020
no significant events/actions, having a major bearing on the
UDIN No. F003031B000310932
 Annexure 4
Conservation of Energy, Research and Development & Technology Absorption,
Foreign exchange earnings and outgo
Conservation of Energy
4. Following sourced products were
A. Power and Fuel Consumption under field trials in different
locations: Kingenta, Hifield-AG
Current Previous Chem and Geolife Agritech.
Sl.
Description Unit Year Year 5. Region-Crop-Product Mix, Crop
No
2019-20 2018-19 Informatics, Product Literatures,
1. Electricity Crop Schedules and fertigation
A. Purchased Units Lakh kwh 143.75 116.94 Schedules were developed and
Total Amount ` lakh 1,223.40 1,012.10 circulated.
(Including minimum 2. Benefits derived : 1. Increased product portfolio in
demand charges) as a result of the Specialty Plant Nutrition (SPN)
Minimum Demand ` lakh 149.94 143.31 above R&D segment
Charges 2. Easy access to highly specialized
Unit Rate: (Excluding ` /kWh 7.47 7.43 global products within SPN
minimum demand product basket
charges) 3. Increased fertilizer use efficiency
B. Own Generation 3. future plan of : Development of state & crop specific
a. Through Generator Lakh kwh 2,387.30 2,246.83 action specialty products and Crop Specific
Units (Net) Blends, finding out new application
Units per litre of kwh/l 4.212 4.146 techniques for existing products,
furnace oil screening of highly specialized
Unit Cost `/kwh 10.14 10.49 products globally available,
Lakh kwh development of application schedule
b. Through Solar Power 3.21 0.76
(Net) for company products
2. Furnace Oil Kl 56,681.03 54,189.15 4. Expenditure on : No separate account is maintained.
Total Amount ` lakh 18,965.73 19,579.90 R&D
Averageabsorption,
B. Technology Rate `/kl
adaptation 33,419.45
and 36,132.51
innovation
B. Consumption per unit of Production
1. Efforts, in brief, : Ammonia plant is being revamped to
Current Previous made towards reduce specific energy consumption.
Products (with details) Unit Year Year technology New Syngas Compressor of higher
2019-20 2018-19 absorption, efficiency, Low Energy CO2 stripping
Electricity - UREA Kwh 625.00 654.92 adaptation and process, new additional Ammonia
- DAP Kwh 38.70 40.20 innovation Converter, additional heat recoveries
- 20:20:00:13 Kwh 37.90 38.50 are being implemented under this
Furnace Oil - UREA kl 0.044 0.042 project.
- DAP kl 0.004 0.004 2. Benefits derived : Cost of Ammonia/Urea production
- 20:20:00:13 kl 0.006 0.006 as a result of the will reduce due to reduction in
above efforts specific energy consumption.
Research and Development & Technology Absorption
e.g. product
A. Research and Development improvement, cost
1. Specific areas in reduction, product
which R&D were : 1. following New products were development,
carried out by the developed in-house and were import substitution
Company under field trials in different
locations: 3. In case of imported : Not applicable
100% WSF 28:28:0, 10:40:15 technology
with value addition following
2. Sugarcane Basal, Banana Basal information may be
(state grades of Tamil Nadu) furnished.
3. Screening of environment-
friendly microbial inoculants Foreign Exchange earnings and outgo during 2019-20
for use in plant protection and Foreign Exchange earned : ` 0.53 crore
nutrition. Foreign Exchange used : ` 1,267.37 crore
 Annexure 5

Corporate Governance Report

1. COMPANY’S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE
The philosophy of the Company on Corporate Governance is aimed at safeguarding and adding value to the interests of various
stakeholders and envisages attainment of the highest levels of transparency and accountability in all areas of its operations and
interactions with its stakeholders.
2. BOARD OF DIRECTORS
The Board of Directors with an optimum combination of executive, non-executive and Independent Directors meets at regular
intervals.
During the year, five Board Meetings were held on May 14, 2019, August 12, 2019, October 22, 2019, November 13, 2019 and
February 04, 2020.
Attendance of each Director at the Board of Directors’ meetings and at the previous Annual General Meeting along with the number
of other companies and committees where the Director is a Chairman/Member is given hereunder:
No. of No. of Board
Attendance
Directorships No. of Committees of Directorship in other Listed
at previous
Name of Skills/expertise/ in other Board No. of other entity
Category^ Annual
Director competence companies Meetings shares held companies** as
General on 31-03-2020
as on Attended
Meeting
31-03-2020*
Chairman Member Name Category^
Akshay Promoter / Honors in Accounting 16 05 10,62,644*** No 01 02 Adventz Securities NED
Poddar NED and finance from Enterprises Ltd.
London School of Texmaco NED
Economics and Political Infrastructure &
Science, University of Holdings Ltd.
London. Promoting and Texmaco Rail & NED
managing businesses in Engineering Ltd.
diversified industries like
fertilizers, agri-inputs, Zuari Agro NED
heaving engineering, sugar, Chemicals Ltd.
consumer products, real
estate, investments and
furniture etc.
Arun Duggal Chairman / IIT, Delhi, IIM, 04 04 2,55,968 Yes - 04 ICRA Ltd. Chairman
ID Ahmedabad. An expert in / ID
international finance and ITC Ltd. ID
has had over 26 years
of experience with Bank
of America, in USA,
Hong Kong and Japan.
N. Suresh MD B.E. (Hons.) & M.Sc. 06 05 Nil Yes 01 02 Zuari Agro NED
Krishnan from BITS (Pilani), 29 Chemicals Ltd.
years of corporate Gobind Sugal Mills NED
experience in fertilizer, Ltd.
energy and cement
sectors and has been
widely acknowledged for
his leadership, vision
and commitment. His
experience spans corporate
finance, corporate
strategy, projects planning,
operations and business
development
K. Prabhakar WTD BE (Chemical), Has - 05 Nil Yes - - - -
Rao handled functions of
production, maintenance,
quality control, technical
services, projects, safety
and logistics
 No. of No. of Board
Attendance
Directorships No. of Committees of Directorship in other Listed
at previous
Name of Skills/expertise/ in other Board No. of other entity
Category^ Annual
Director competence companies Meetings shares held companies** as
General on 31-03-2020
as on Attended
Meeting
31-03-2020*
Chairman Member Name Category^
Sunil Sethy NED fellow member of ICAI, 02 03 Nil Yes - - Zuari Agro MD
a finance professional Chemicals Ltd.
having over 40 years of
experience in Finance
discipline and 12 years
as MD / CEO
D. A. ID IIM, Ahmedabad. has 03 04 Nil Yes - - - -
Prasanna served in executive
positions for over 30
years, most of it as
CEO, MD, Executive
Chairman and grown
companies to leadership
position in Information
Technology, Healthcare,
Education and Life
Science sectors.
Rita Menon ID M A (Economics) from 02 04 Nil Yes 01 02 - -
Delhi School of
Economics, a retired IAS
officer of 1975 batch.
In her career as IAS
officer she has held
various positions from
Joint Secretary to
Secretary at various
Central Ministries. Held
directorships at various
central and private
sector undertakings
Dipankar ID Chartered Accountant by 13 03 Nil Yes 03 04 Hindusthan ID
Chatterji@ profession and is a National Glass &
senior partner in L B Industries Ltd.
Jha & Co., Chartered Zuari Global Ltd. ID
Accountants, who are Nicco Parks & ID
engaged in Resorts Ltd.
Consultancy, Audit and
Assurance, or Tax and Jagaran Microfin ID
other Compliance Private Ltd.
Services. He is Vice- Zuari Agro ID
President of one of the Chemicals Ltd.
top 10 B Schools in the
country. He was
appointed by RBI as a
member of the
Padmanabhan Committee
set up to review RBI’s
supervision over Banks.
He was a member of
the Central Council of
the Institute of
Chartered Accountants
of India and Chairman
of the Auditing
Practices Committee of
the Institute of Chartered
Accountants of India.
 No. of No. of Board
Attendance
Directorships No. of Committees of Directorship in other Listed
at previous
Name of Skills/expertise/ in other Board No. of other entity
Category^ Annual
Director competence companies Meetings shares held companies** as
General on 31-03-2020
as on Attended
Meeting
31-03-2020*
Chairman Member Name Category^
Shashi Kant ID Retired IAS (1976 03 01 Nil Yes - 03 HDFC Asset ID
Sharma$ batch). He served as Management
the Comptroller and Company Ltd.
Auditor General (CAG)
of India from
23.05.2013
to 24.09.2017. Before
that, he was the
Defense Secretary,
Government of India.
He was also the
Secretary, Department of
financial Services
(Ministry of finance) and
Secretary, Department of
Information Technology
(Ministry of
Telecommunication), in
the Government of
India. He was the
Defense Secretary of
lndia between July 2011
and May 2013. He has
masters’ degree in
Political Science from
Agra University (India) and
M.Sc. in Administrative
Science and Development
Problems from the
University of York (the
UK). In June 2016, he
was conferred an
Honorary Professorship
at Nanjing Audit
University, China.
Narendra ID NA
Mairpady#
^MD–Managing Director, ID–Independent Director, NED–Non-Executive Director, WTD – Whole Time Director,
#up to 05.04.2019, @ w.e.f. 14.05.2019, $ w.e.f. 12.08.2019
* Includes Directorship in other public and private companies.
** Includes Audit Committee and Stakeholders’ Relationship Committee only.
*** Excludes 46,715 shares credited after 31.03.2020.

None of the Directors are related to each other.

Specific skills/expertise/competency identified/required
The following skills/expertise/competencies are identified to be required for the effective functioning of the Company which are currently
available with the Directors.
a. Stragegic skills
Creation & implemention of effective strategies, ability to think strategically to propose new ideas and future-oriented perspective.
Need for clear vision on business models and strategic analysis.
b. Finance skills
The ability to analyse key financial statements, critically assess financial viability and performance, contribute to strategic financial
planning and oversee budgets.
c. Regulatory matters
Understanding of the relevant laws, rules, regulation policies applicable to the organisation/industry/sector and level/status of
compliances thereof by the organisation.
d. Industry / Product related
Experience & knowledge of the industry and its dynamics.
e. Risk related
Identification of key risks including legal and regulatory compliance, and advising on risk mitigation.
f. Business management
Experience at an executive level including the ability to evaluate the performance of the senior management, strategic human
resource management and industrial relations; oversee large scale organisational change.
g. Corporate Governance related
Understanding of the best corporate governance practices, relevant governance codes, and governance structure.
h. Personal attributes
Integrity & Ethics, Constructive participation, leadership qualities, innovative thinking and critical analysis.

Independent Directors
a. familiarization Programme
The Company, in compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, formulates programs to familiarize new Independent Directors inducted on the Board with the Company, nature of the
industry, business model and their roles and responsibilities. The new Independent Directors appointed by the Company during
the year 2019-20 are having rich experience on the roles, rights and responsibilities of Independent Directors. A programme for
the new Directors about the nature of the industry and the business model of the Company, which was planned in the last week of
March 2020 could not be held due to COVID-19 pandemic. The Company shall arrange the same in due course as and when the
normalcy returns.
b. Separate Meeting
A separate meeting of the Independent Directors was held on May 14, 2019 to discuss:
• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.
• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non–
Executive Directors.
• Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.
c. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended, and are independent of the management.
d. During the year, Mr. Narendra Mairpady, Independent Director, resigned before the expiry of his tenure due to his personal reasons.
There were no other material reasons other than those mentioned in his resignation.

3. AUDIT COMMITTEE
The terms of reference of the Audit Committee are as given below:
• The Audit Committee shall meet at least 4 times in a year with not more than 120 days gap between two meetings.
• The quorum for the meetings shall be at least 2 Independent Directors and Chairman of the meeting shall be an Independent
Director.
• The Audit Committee shall have the powers to investigate any financial activity, seek information from any employee, obtain
outside legal or professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
• The role of Audit Committee and the information that the Audit Committee shall review will be as specified in Section 177 of
the Companies Act, 2013 read with rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Part C of Schedule II.
• The Audit Committee shall review Policy on Related Party Transactions and Whistle-blower Policy on an annual basis.
• The Company Secretary shall act as the secretary to the Audit Committee.
Besides the above, the additional terms of reference of Audit Committee as per the Companies Act, 2013 includes reviewing and
monitoring auditor’s independence and performance, and effectiveness of audit process; examination of the financial statement
and the auditor’s report thereon; approval or any subsequent modification of transactions of the Company with related parties;
scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, whenever it is necessary.
During the year, five meetings of the Audit Committee were held on May 14, 2019, August 12, 2019, August 27, 2019, October 22,
2019, February 04, 2020.
 The composition and the attendance of the members of the Audit Committee is as follows:
Name of the Director Status No. of meetings attended
Dipankar Chatterji @ Chairman 04
Arun Duggal Member 05
D. A. Prasanna Member 05
Sunil Sethy Member 04
Rita Menon @ Member 04
Narendra Mairpady # Member NA
# up to 05.04.2019 @ w.e.f. 14.05.2019
Mr. Dipankar Chatterji is appointed as Chairman and Mrs. Rita Menon as Member w.e.f. 14.05.2019.

4. NOMINATION AND REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration Committee are as given below;
• The Nomination and Remuneration Committee shall meet at such intervals as may be necessary, but at least once in a year, to
discharge its functions.
• The quorum for the meetings shall be at least 2 members including at least one Independent Director and Chairman of the
meeting shall be an Independent Director.
• The role of Nomination and Remuneration Committee shall be as specified in Section 178 of the Companies Act, 2013 read
with rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with Part D of Schedule II.
• The Nomination & Remuneration Committee shall review Nomination and Remuneration Policy and Policy on Board Diversity on
an annual basis.
• The Company Secretary shall act as the secretary to the Nomination & Remuneration Committee.
During the year, three meeting of the Nomination and Remuneration Committee was held on May 14, 2019, August 12, 2019 and
February 04, 2020.
The composition and the attendance of the members of the Nomination and Remuneration Committee is as follows:
Name of the Director Status No. of meetings attended
D. A. Prasanna @ Chairman 03
Arun Duggal Member 03
Sunil Sethy Member 02
Dipankar Chatterji Member 02
Narendra Mairpady # Member NA
# up to 05.04.2019 @ w.e.f. 14.05.2019
Performance evaluation criteria for Independent Directors
The Nomination and Remuneration Committee has evaluated the performance of every director and the evaluation process was
carried out by circulating questionnaires on performance of duties, participation and contribution to the Board and Committees.

5. REMUNERATION OF DIRECTORS
The Company did not have any pecuniary relationship or transaction with any Non-executive Directors during the year 2019-20.
Remuneration by way of sitting fees was paid to the Non-Executive Directors during the financial year ended March 31, 2020
for attending the meetings of the Board and the Committees. Payment of remuneration to the Managing Director and Whole-
Time Director was as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors and
Shareholders.
The details of the remuneration to the Directors is given below. (` in lakhs)
Sitting Stock Retirement
Name of the Director Salary Perquisites Bonus benefit Terms of service contract
fees Options
Appointment as Independent Director
Arun Duggal Nil 4.05 Nil Nil Nil Nil for a period of 5 years w.e.f.
29.09.2015
Appointment as MD for a period of 5
N. Suresh Krishnan 116.64 Nil Nil Nil Nil Nil years w.e.f. 01.01.2016. Termination
with 6 months’ notice by either party
Akshay Poddar Nil 2.50 Nil Nil Nil Nil Director liable to retire by rotation
 Sitting Stock Retirement
Name of the Director Salary Perquisites Bonus benefit Terms of service contract
fees Options
Sunil Sethy Nil 3.10 Nil Nil Nil Nil Director liable to retire by rotation
Appointment as Independent Director
Rita Menon Nil 4.20 Nil Nil Nil Nil for a period of 3 years w.e.f.
29.07.2017
Appointment as Independent Director
D. A. Prasanna Nil 5.05 Nil Nil Nil Nil for a period of 5 years w.e.f.
06.05.2016
Appointment as Director - Works for
K. Prabhakar Rao 70.98 Nil 10.72 Nil 19.73 13.61 3 years w.e.f 01.08.2017. Termination
with 6 months’ notice by either party
Appointment as Independent Director
Dipankar Chatterji Nil 3.10 Nil Nil Nil Nil for a period of 3 years w.e.f.
14.05.2019
Appointment as Independent Director
Shashi Kant Sharma Nil 0.50 Nil Nil Nil Nil for a period of 3 years w.e.f.
12.08.2019

6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders’ Relationship Committee are as given below;
• The Stakeholders Relationship Committee shall meet at such intervals as it may be necessary, but at least once in a year, to
discharge its functions.
• The quorum for the meetings shall be at least 2 members.
• The Chairman of the meeting shall be a Non-executive Director and he shall be present at the Annual General Meeting.
• The role of Stakeholders Relationship Committee shall be as specified in Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part D of Schedule
II.
During the year, two meetings of the Stakeholders’ Relationship Committee were held on May 14, 2019 and August 12, 2019.
The composition and the attendance of the members of the Stakeholders’ Relationship Committee is as follows:
Name of the Director Status No. of meetings attended
D. A. Prasanna @ Chairman 02
Rita Menon @ Member 02
Dipankar Chatterji @ Member 01
N. Suresh Krishnan Member 02
Narendra Mairpady # Chairman NA
#up to 05.04.2019. @ w.e.f. 14.05.2019
Mr. D. A. Prasanna is designated as Chairman, Mrs. Rita Menon and Mr. Dipankar Chatterji are appointed as Members w.e.f.
14.05.2019.
Mr. Vijayamahantesh Khannur, Company Secretary is the Compliance Officer.
During the year ended March 31, 2020, the Company has received 05 shareholders’ complaints and same are redressed to the
satisfaction of the shareholders.

7. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in the shares of the Company, pursuant to the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended. The Board has designated
the Company Secretary, as the Compliance Officer and authorized the Managing Director to monitor the compliance of the
aforesaid regulations.

8. CODE OF BUSINESS CONDUCT AND ETHICS

The Company has in place, a Code of Business Conduct and Ethics for its board members and the senior management, which has
been posted on the Company’s website. The board and the senior management affirm compliance with the code, annually.

9. GENERAL MEETINGS
The details of location, time and special resolutions passed at the previous three Annual General Meetings given below:

Date Time Venue Special Resolutions Passed

August 27, 2019 12.00 noon Conference Hall, 1st Floor, UB Tower, UB None
City, No. 24, Vittal Mallya Road,
Bengaluru – 560 001
 Date Time Venue Special Resolutions Passed
September 06, 12.00 noon Conference Hall, 1st Floor, UB Tower, UB a. Amendment of Memorandum of
2018 City, No. 24, Vittal Mallya Road, Association
Bengaluru – 560 001 b. Alteration of Articles of Association
c. Approval of borrowing powers as
required u/s 180(1)(c)
d. Approval for creation of mortgage as
required u/s 180(1)(a)
September 25, 10.00 a.m. Good Shepherd Auditorium None
2017 Opposite St. Joseph’s Pre-University
College, field Marshal K.M. Cariappa
Road (Residency Road), Bengaluru – 560
025
Special Resolutions passed through Postal Ballot
The Company has not passed any special resolution through Postal Ballot during the year ended March 31, 2020. At present no
special resolution is proposed to be passed through postal ballot.

10. MEANS OF COMMUNICATION

The quarterly financial results are normally published in Business Line, an English daily as well as Sanjevani, a vernacular daily.
The results are also posted on the Company’s website: www.mangalorechemicals.com. The Company doesn’t publish any official
news release and makes no presentation to institutional investors or to the analysts.

11. GENERAL SHAREHOLDER INFORMATION

a. Annual General Meeting
The fifty Third Annual General Meeting of the Company will be held on September 15, 2020 at 11.00 a.m. through Video
Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
b. Financial Year
Financial Year – April 1 to March 31
Financial reporting during the year 2020-21

Quarter Declaration of un-audited/audited financial results

Results for the quarter ending June 30, 2020 On or before 14th August 2020 or such prescribed period

Results for the half-year ending September 30, 2020 On or before 14th November 2020 or such prescribed period

Results for the quarter ending December 31, 2020 On or before 14th February 2021 or such prescribed period

Audited Annual Results for 2020-21 On or before May 30, 2021 or such prescribed period

c. Book closure dates: September 08, 2020 to September 15, 2020 (both days inclusive)
d. Dividend payment date: Within 30 days from the date of approval of shareholders
e. Listing on the Stock Exchanges
The Company’s shares are presently listed on the following Stock Exchanges:
BSE Limited (Bombay Stock Exchange) National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex
Dalal Street, MUMBAI – 400 023 Bandra (E), MUMBAI – 400 051
The Company has paid the annual listing fees to the Stock Exchanges and the custodial fees to NSDL and CDSL for the financial
year 2019-20.
f. Stock Code
BSE Limited (Bombay Stock Exchange): 530011
National Stock Exchange of India Limited: MANGCHEFER
International Standard Identification Number (ISIN): INE558B01017
 g. Market Price Data
The monthly high and low quotations at BSE (Bombay Stock Exchange) and National Stock Exchange (NSE) during the year
under review are given below:
BSE NSE
Month & Year
High (`) Low (`) High (Rs) Low (`)
April 2019 45.00 39.15 44.45 39.05
May 2019 44.50 34.80 44.40 34.50
June 2019 42.00 34.55 42.00 34.40
July 2019 40.50 29.00 40.80 29.20
August 2019 32.70 25.45 32.65 25.20
September 2019 37.00 28.45 36.70 28.40
October 2019 36.80 28.65 36.35 28.15
November 2019 30.50 27.10 30.50 27.65
December 2019 31.80 26.80 31.15 26.40
January 2020 41.75 30.05 41.50 30.10
February 2020 33.80 26.25 33.90 26.05
March 2020 32.50 16.35 31.30 15.20

Source: www.bseindia.com & www.nseindia.com

h. Performance in comparison to BSE Sensex and Nifty 50

50.00 43000 50.00 13000

45.00 4100045.00 12250

Share price

Share price

NSE
BSE

40.00 39000
40.0011500
35.00 37000
35.0010750
30.00 35000
Apr/ May/ Jun/ Jul/ Aug/ Sep/ Oct/ Nov/ Dec/ Jan/ Feb/ Mar/ 19 19 19 19 19 19 19 19 19 20 20 20
30.0010000
Apr/ May/ Jun/ Jul/ Aug/ Sep/ Oct/ Nov/ Dec/ Jan/ Feb/ Mar/ 19 19 19 19 19 19 19 19 19 20 20 20
Share PriceBSE Share Price NSE

Note: Highest traded price of the month is considered for the graph.

i. The securities were not suspended from trading during the year
j. Registrars and Share Transfer Agents
M/s. Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai – 600 002, have been engaged
to provide both share transfer as well as dematerialization services.
k. Share Transfer System
The Share Transfers in physical mode above 1000 equity shares are approved by Stakeholders’ Relationship Committee.
The Company has authorized the Company Secretary to approve share transfers involving up to 1000 shares with a view to
expedite the process of share transfers.
l. Shareholding Pattern as on March 31, 2020
Category No. of Shareholders No. of Equity Shares % of Shareholding
Promoters 08 6,74,08,192 56.88
Banks, FIs, Insurance Companies 271 2,24,436 0.19
foreign Portfolio Investors 02 1,31,407 0.11
Private Corporate Bodies 328 63,28,923 5.34
Indian Public 43,873 2,12,85,098 17.96
NRIs/OCBs 305 4,93,893 0.41
Others 711 2,26,43,201 19.11
Grand Total 45,498 11,85,15,150 100.00
 Distribution of shareholding as on March 31, 2020
Shareholders No. of Equity Shares %
Up to 1000 42,864 90,31,433 7.62
1001 - 5000 2,151 48,33,197 4.08
5001 - 10000 241 18,14,670 1.53
10001 - 20000 109 15,93,700 1.35
20001 - 30000 52 13,31,507 1.12
30001 - 40000 17 6,08,975 0.51
40001 - 50000 10 4,77,495 0.40
50001 - 100000 30 22,08,854 1.87
100001 & above 24 9,66,15,319 81.52
Total 45,498 11,85,15,150 100.00
m. Dematerialisation of shares and liquidity
The Company’s equity shares having been mandated for settlement only in dematerialized form by all investors, the Company
has signed tripartite agreements with the National Securities Depository Limited [NSDL], the Central Depository Services
(India) Limited [CDSL] and Cameo Corporate Services Limited, to offer depository related services to its shareholders. As at
March 31, 2020, 97.57% of the equity share capital of the company has been dematerialized. Investors holding physical share
certificates are advised to convert their holding to demat form in view of the various advantages associated with demat
holding.
n. The Company has not issued GDRs/ADRs/Warrants and Convertible Instruments.
o. Commodity price risk or foreign exchange risk and hedging activities.
During the year, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The
Company enters into forward contracts for hedging foreign exchange exposures. The details of foreign currency exposure are
disclosed in Note No. 41 to the Financial Statements.
p. Plant location: Panambur, Mangalore – 575 010
q. Address for Correspondence
Registered Office Registrars and Transfer Agents
Mangalore Chemicals & fertilizers Limited M/s Cameo Corporate Services Limited,
Level-11, UB Tower, UB City Subramanian Building, No. 1,
24, Vittal Mallya Road Club House Road,
Bengaluru - 560 001 Chennai – 600 002
Phone : +91 80-4585 5599 Ph. No: +91 44-2846 0395
Fax: +91 80-4585 5588 Fax No: +91 44-2846 0129
Email: shares.mcfl@adventz.com Email: investor@cameoindia.com
The Company has designated the email id shares.mcfl@adventz.com for registering investor complaints.
r. Credit ratings
CARE Ratings Limited (CARE), vide its press release dated October 09, 2019, has revised the rating of Long Term Bank
Facilities to CARE BBB; Stable (read as Triple B; Outlook: Stable) from CARE BBB+;Stable (read as Triple B plus; Outlook:
Stable) and of Long Term/Short Term Bank Facilities to CARE BBB; Stable/CARE A3 (read as Triple B; Outlook: Stable/A Three)
from CARE BBB+;Stable/CARE A3+ (read as Tripe B plus; Outlook: Stable/A Three plus).
12. OTHER DISCLOSURES
a. Disclosures on materially significant related party transactions
No transaction of material nature has been entered into by the Company with its Promoters, Directors or the management,
their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company. However, please refer
to the relevant Notes to the financial statements on related party transactions.
b. Details of non-compliance by the company, penalties, strictures
The Company has complied with all the statutory requirements comprised in the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and there were no penalty/strictures were imposed on the Company by stock exchange(s)
or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
c. The Company has a Whistleblower Policy closely monitored by the management. No personnel has been denied access to the
Audit Committee.
d. The Company has complied with all the mandatory requirements of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
 e. The Company does not have any subsidiary and hence policy on determining material subsidiaries is not applicable.
f. The Board of Directors of the Company, based on the recommendation of the Audit Committee, has approved the Policy on
Related Party Transactions and the same is placed on website of the Company www.mangalorechemicals.com.
g. The subsidy mechanism applicable for Urea appropriately recognizes commodity price fluctuations in respect of the required
inputs. Similarly, subsidy mechanism under Nutrient Based Subsidy scheme applicable for DAP, MOP and other complex
fertilizers and the market realization reflect the fluctuations in the respective commodity prices.
h. The Company has not raised any funds through preferential allotment or qualified institutions placement.
i. Certification from a company secretary in practice that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate
Affairs or any such statutory authority is attached to this Report.
j. The Board has accepted all the recommendations of the various committees of the Board, in the relevant financial year.
k. Total fees for all services to the statutory auditor and all entities in the network firm/network entity of which the statutory
auditor is a part, is given in Note No. 30 to the Financial Statements.
l. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
i. number of complaints filed during the financial year: Nil
ii. number of complaints disposed of during the financial year: Nil
iii. number of complaints pending as on end of the financial year: Nil
m. The Company has adopted para C, D and E of Part E of Schedule II of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
n. The Company has complied with the corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to
(i) of Regulation 46(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
o. There are no shares in the demat suspense account or unclaimed suspense account.

Declaration regarding compliance with Company’s Code of Business Conduct and Ethics
I, N. Suresh Krishnan, Managing Director of Mangalore Chemicals & fertilizers Limited hereby declare that all board members and senior
management team have affirmed compliance of the Code of Business Conduct and Ethics for the financial year ended March 31, 2020.
N. Suresh Krishnan
June 12, 2020Managing Director

CERTIFICATES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To the Members
Mangalore Chemicals &fertilizers Limited,
I have examined the compliance of conditions of Corporate Governance by the Mangalore Chemicals &Fertilizers Limited(“the
Company”) for the year ended March 31,2020 as per the relevant Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as referred to in Regulation 15(2)therein.
The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company. My examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In my opinion and to the best of our information and according to the explanation given to me, I certify that the Company has
complied in all material respects with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015.
I further state that none of the directors on the Company have been debarred or disqualified from being appointed or continuing as
director of the Company as per the requirement of by SEBI/Ministry of Corporate Affairs or any such statutory authority.
I hereby state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.

S. Kedarnath
Place: Bengaluru FCS No. 3031
Date: 28th May, 2020 CP No.4422
UDIN No: F003031B000293112
 Annexure 6
Management Discussion and Analysis

Industry Structure and Developments production almost

The Company has one major business segment, viz. fertilizers.
It manufactures both Nitrogenous and Phosphatic fertilizers and
is the only manufacturer of fertilizers in the state of Karnataka.
About 65% of the Company’s products are sold in the state of
Karnataka, which meets about 13% of the needs of the farmers
in the State. The Company maintains a good share of the market
in Kerala and a modest share in the neighbouring states of Tamil
Nadu, Andhra Pradesh, Telangana and Maharashtra.

Threats and Opportunities

The Company had filed writ petition before the Hon’ble High
Court of Delhi seeking remedy against some restrictive &
discriminatory conditions imposed by the Notification
No.12018/4/2014-FPP dated June 17, 2015 which allowed
continuation of production of urea by 3 Naphtha based units
(MFL – Manali, MCFL – Mangalore and SPIC – Tuticorin) till these
plants get assured supply of gas either by gas pipeline or any
other means. The writ petition was disposed since the GOI
confirmed that the Company would be eligible for the benefits as
are available to other manufacturers of Urea who have
converted their manufacturing processes to gas based and are
now utilizing gas for production of Urea.
The GOI issued Notification No.12012/1/2015-FPP dated March
28, 2018 confirming the availability of benefits to the Company
for having converted its manufacturing process to gas based on
receipt & use of gas for production of Urea and continuation of
existing policy till March 2020. The Company is engaging with
GOI for continuation of the existing policy till the gas supply is
made available.
The Nutrient Based Subsidy Scheme (NBS) was introduced by
the GOI with effect from April 1, 2010 after de-controlling the
DAP/ complex fertilizers, where annual/bi-annual concession
rates are announced in advance leaving the market realization to
reflect the fluctuations in respective commodity prices. However,
the GOI is monitoring the market realization.
From January 2018, the GOI has rolled out Direct Benefit
Transfer (DBT) for payment of subsidy on sale by the retailers on
pan India basis after pilot studies in some selected districts of
various States, as against the earlier system of payment of
subsidy on receipt basis into the respective districts and sales
thereafter. DBT roll out resulted in delayed payment of subsidy
which would follow the vagaries of agro climatic conditions,
leading to elongated working capital cycle. The delay in payment
of subsidy caused by DBT, higher subsidy demand due to higher
commodity prices and rupee depreciation coupled with
inadequate budgetary subsidy allocation would contribute to
higher working capital requirement and resultant higher finance
cost.

Future Outlook
The demand for both Nitrogenous & Phosphatic fertilizers in
India is increasing steadily and expected to grow at a
compounded annual rate of about 3%. With the domestic
stagnant and the demand increasing, the supply deficit has to
be met from imports. The Company has planned to import
substantial quantity of fertilizers to meet the growing demand
and has also finalized supply arrangements with certain local
manufacturers of fertilizers, to augment total fertilizer
availability in our marketing territory through our own
marketing channel.
The continued focus on Specialty Plant Nutrition business and
this segment is poised for growth given the enormous
potential. Crop Protection Chemical business is also growing.
The growth momentum is expected to increase going forward.

Financial and Operational Performance

a) Production Performance
Production of 3,79,500 MTs of Urea, 2,93,388 MTs of
Complex fertilizers [DAP/NP] and 14,198 MTs of
Ammonium Bi- Carbonate was achieved during the year.

b) Operating Results
The revenue from operations for the year ended March 31,
2020 was ` 2,710.84 crores as compared to ` 3,073.64
crores for the year ended March 31, 2019.
The profit before tax for the year ended March 31, 2020 was
` 70.44 crores as compared to ` 50.14 crores for the year
ended March 31, 2019. Total Comprehensive Income stood
at
` 64.71 crores for the year ended March 31, 2020 compared
to ` 32.12 crores for the previous year.
The financial results of the Company were better primarily
on account of higher production of Urea besides
operational effeciency during the year compared to
previous year.

c) Resource Utilization
The gross fixed assets and capital work-in-progress as at
March 31, 2020 were ` 834.87 crores as compared to `
785.20 crores in the previous year.

d) Working Capital
Net working capital as on March 31, 2020 was ` 84.02 crores.

Risks and Concerns

Due to any changes in fertilizer policy, Urea production may
get curtailed. Possible non-availability of raw materials &
fertilizers and their rising prices for non-urea fertilizers are
matters of concern. Roll out of DBT, continued under
provisioning for fertilizer subsidy in the Union Budget, and
resultant unusual delay in subsidy payment by Govt. of India
would contribute to precarious working capital position which
could impact production and increased finance costs.
Considering the Company’s plans for higher imports,
depreciation of Indian rupee against the US dollar can
adversely affect profitability. Increase in operating costs,
mainly finance costs on working capital etc. may adversely
affect profitability.
Internal Control Systems
Human Resources and Industrial Relations
Adequate internal control procedures are in place across various
The Company continues to focus on employee training and
functions in the Company. The Company has migrated from SAP
development and had organized several technical and other soft
ECC 6.0 with EHP 8.0 version to the new SAP S/4 HANA (high-
skills training programs across levels. The Company constantly
performance analytic appliance) version and GRC software,
reviews/revises its policies and practices to stay aligned with the
which have higher controls in place.
best in the industry.
In addition, Internal Auditor reviews the internal control
The total strength of regular employees at the end of the year
measures on an ongoing basis, whose reports are reviewed by
was 709.
the Audit Committee.
 Annexure 7
Business Responsibility Report
Mangalore Chemicals & Fertilizers Limited (MCFL) presents its ‘Business Responsibility Report’ (BRR), as mandated by Securities and
Exchange Board of India (SEBI), and in line with the ‘National Voluntary Guidelines on Social, Environmental and Economic
Responsibilities of Business’ (NVGs), as released by the Ministry of Corporate Affairs in July 2011. The report has been prepared as
prescribed and in accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015.
Section A : General Information about the Company

1 Corporate Identity Number (CIN) of the Company L24123KA1966PLC002036

2 Name of the Company : Mangalore Chemicals & fertilizers Limited
3 Registered address : Level 11, UB Tower, UB City, No.24, Vittal Mallya Road,
Bengaluru – 560 001
4 Website : www.mangalorechemicals.com
5 E-mail id : shares.mcfl@adventz.com
6 financial Year reported 2019-20
7 Sector(s) that the Company is engaged in (industrial activity Manufacture, sale & trade in fertilizers and Chemicals
code-wise)
8 List three key products/services that the Company Urea, Di-Ammonium Phosphate (DAP) & Muriate of Potash
manufactures/
provides (as in balance sheet)
9 Total number of locations where business activity is undertaken 6
by the Company :
(a) Number of International Locations (Provide details of major NIL
5) :

(b) Number of National Locations 6

10 Markets served by the Company Karnataka, Kerala, Tamil Nadu, Andhra Pradesh, Telangana
& Maharashtra
Section B: Financial Details of the Company

1 Paid up Capital (INR) 118.55 Crore

2 Total Turnover (INR) 2,710.84 Crore
3 Total profit after taxes (INR) 64.55 Crore
4 Total Spending on Corporate Social Responsibility 1.63%
(CSR)
as percentage of profit after tax (%)
5 List of activities in which expenditure in 4 above has Through its CSR projects, the Company reaches out to the deprived
been incurred communities to bring about a change in their lives. The various
activities carried out are :
a. Healthcare including Project Eye Care, Human & Animal health
camps
b. Education including helping schools for special children
c. Sports, Arts & Culture including rural sports & national recognized
sports
d. Community Development including development of rural area and
assistance to tribal community.
Section C : Other Details

1 Does the Company have any Subsidiary Company/Companies? No

2 Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent NA
company? If yes, then indicate the number of such subsidiary company(s)
3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does Our suppliers are not directly
business with, participate in the BR initiatives of the Company? If yes, then indicate the involved with the Responsible
percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: Business initiatives.
Section D : BR Information
1. Details of Director/Directors responsible for BR
(a) Details of the Director/Director responsible for implementation of the BR policy/policies
1 DIN Number 00021965
2 Name Mr. N Suresh Krishnan
3 Designation Managing Director
(b) Details of the BR head
No. Particulars Details
1 DIN Number (if applicable) 00021965
2 Name Mr. N Suresh Krishnan
3 Designation Managing Director
4 Telephone number 01244827812
5 e-mail id skrishnan@adventz.com

2. Principle-wise (as per NVGs) BR Policy/policies

Names of principles:
P1 – Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
P2 – Businesses should provide goods and services that are safe and contribute to sustainability throughout their lifecycle
P3 – Businesses should promote the well-being of all employees
P4 – Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged,
vulnerable and marginalised
P5 – Businesses should respect and promote human rights
P6 – Businesses should respect, protect, and make efforts to restore the environment
P7 – Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
P8 – Businesses should support inclusive growth and equitable development
P9 – Businesses should engage with and provide value to their customers and consumers in a responsible manner
(a) Details of compliance (Reply in Y/N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/policies for Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in Y Y Y Y Y Y Y Y Y
consultation with the relevant stakeholders?
3 Does the policy conform to any national/inter- Y Y Y Y Y Y Y Y Y
national standards? If yes, specify? (50 words)
4 Has the policy being approved by the Board?
If yes, has it been signed by MD/owner/CEO/
appropriate Board Director? Y Y Y Y Y Y Y Y Y
5 Does the company have a specified Y Y Y Y Y Y Y Y Y
committee of the Board/Director/Official to
oversee the implementation of the policy?
6 Indicate the link for the policy to be viewed The following policies relevant to external stakeholders are hosted on
online? Company’s website-www.mangalorechemicals.com under Investors-
Policies
Policy on prevention of Sexual Harassment at workplace,
Whistle-blower Policy, Nomination and Remuneration Policy, Code
of fair disclosure of unpublished price sensitive information, Code of
Business Conduct and Ethics, Archival Policy, Policy on Board Diversity,
CSR Policy, Code of conduct and Ethics for employees of the Company,
Policy on determination of materiality of event’, Policy on preservation
of documents, Risk Management Policy, Related Party Transactions &
Code of Conduct to Regulate, Monitor and report Trading In Securities
of the Company
https://www.mangalorechemicals.com/investor/policies/
 No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
7 Has the policy been formally communicated to Y Y Y Y Y Y Y Y Y
all relevant internal and external stakeholders?
8 Does the company have in-house structure to Y Y Y Y Y Y Y Y Y
implement the policy/policies?
9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/policies to
address stakeholders’ grievances related to
the policy/policies?
10 Has the company carried out independent Company’s policies are not audited/evaluated by external agencies.
audit/evaluation of the working of this policy However, as a good corporate practice, the policies are reviewed by
by an internal or external agency? various committees of the Board of Directors and the Board of
Directors reviews, amends the policies on periodical basis to
incorporate statutory and business requirements
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options):

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the
Principles
2 The company is not at a stage where it
finds itself in a position to formulate and
implement the policies on specified princi-
ples
3 The company does not have financial or
manpower resources available for the task
4 It is planned to be done within next 6
months
5 It is planned to be done within the next
1 year
6 Any other reason (please specify)

3. Governance related to BR
• Frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of
the Company
The Board of Directors discuss the Business Responsibility Report annually and it reviews Safety, Health & Environment
performance on quarterly basis as part of quarterly board meetings for financial results. CSR Committee discusses the CSR
activities & annual report thereon on an annual basis.
• Publication of BR or a Sustainability Report and its frequency
This is the first Business Responsibility Report of the Company and it forms part of the Company’s Annual Report for the
financial year 2019-20. The same can be accessed at www.mangalorechemicals.com.
Section E : Principle-wise performance
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No. Does it extend to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/Others?
Yes. The Company is committed to ethical and lawful business conduct and perceives it as critical to the Company’s success.
The Code of Conduct and Business Ethics prescribes that the Directors and Employees shall act with integrity, probity, honesty,
transparency and with utmost good faith in performing their duties & functions.
The Code applies to all Directors, officers and employees of the Company and not to Group/Joint Ventures/Suppliers/Contractors/
NGOs/Others.
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved
by the management? If so, provide details thereof, in about 50 words or so.
During the reporting period, no complaint was received.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle

1. List of 3 products or services whose design has incorporated social or environmental concerns, risks and/or opportunities
• Mangala Urea (Neem coated);
• Mangala DAP;
• Speciality mixture of plant nutrients - Water soluble Fertilizers like Mangala 19:19:19, Micro nutrient mixtures like Mangala
Borosan etc.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of
product (optional):
Supply of Neem coated urea increases nitrogen use efficiency by delaying nitrification process, thus reducing requirement of Urea
per unit of agricultural land.
Use of water soluble Fertilizers and micro nutrient mixtures in fertigation reduces the dependence on bulk fertilizers due to its higher
fertilizer use efficiency and thus advocating balanced use of fertilizer.

3. Does the company have procedures in place for sustainable sourcing (including transportation)?
Yes.
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.
All bulk raw materials namely Naphtha, phosphoric acid, ammonia, sulphur used as input for manufacturing chemicals and
fertilizers are sourced sustainably by transporting through authorized handling & transportation agencies/contractors. The raw
materials transported are safe handled with extreme care to prevent any spillage.

4. Has the company taken any steps to procure goods and services from local & small producers, including communities
surrounding their place of work?
Yes. The Company procures goods and services from local & small producers on need to procure basis.
(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
No specific steps for improving capacity and capability of local & small vendors. However, public awareness programmes on safe
handling of goods are conducted periodically.

5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and
waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
The Company has mechanism and facility to recycle its fertilizers in its production plants, in case of any spillage during storage/
handling. The Company has implemented “Reduce, Reuse, Recycle” concept for effective waste management. The wastes like
spent catalyst & used/waste oil, which are categorized as hazardous waste, are collected separately and sent to CPCB/KSPCB
authorized recyclers. These wastes are transported to the recyclers through authorized transporters. The sludge from waste water
recovery plant is reused as filler in DAP plant after drying. The sulphur cake generated in Sulphuric acid plant and gypsum waste
generated in Sulphonated Naphthalene Formaldehyde plant are reused as filler in DAP plant.

Principle 3: Businesses should promote the wellbeing of all employees

1. Please indicate the Total number of employees:
Total number of employees as on March 31, 2020 is 709.
2. Please indicate the total number of employees hired on temporary/contractual/casual basis:
Total number of employees hired on temporary/contractual/casual basis as on March 31, 2020 is 527
3. Please indicate the Number of permanent women employees
The number of permanent women employees is 18.
4. Please indicate the Number of permanent employees with disabilities
The number of permanent employees with disabilities is NIL
5. Do you have an employee association that is recognized by management
There is one registered trade union representing workers, by name M.C.F. Mangala Workers Union
6. What percentage of your permanent employees is members of this recognized employee association:
The percentage of permanent employees who are members of M.C.f. Mangala Workers Union is 1.41%.
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last
financial year and pending, as on the March 31, 2020
No. of complaints filed during No. of complaints pending as on
No. Category
2019-20 March 31, 2020
Child labour/forced labour/involuntary
1 NIL NIL
labour
2 Sexual harassment NIL NIL
3 Discriminatory employment NIL NIL

8. What percentage of your under mentioned employees were given safety & skill upgradation training in the last year?
(a) Permanent Employees: 55%
(b) Permanent Women Employees: 24%
(c) Casual/Temporary/Contractual Employees: 63%
(d) Employees with Disabilities: NA

Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalized (CSR)
1. Has the company mapped its internal and external stakeholders?
Yes. The Company has mapped its internal and external stakeholders which include employees, communities surrounding our
operations, customers and shareholders.
2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?
Yes. The Company has identified disadvantaged, vulnerable & marginalized stakeholders from the local community and works
towards the uplipftment of socio-economically disadvantaged stakeholders, through CSR activities.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized
stakeholders? If so, provide details thereof, in about 50 words or so.
Our CSR initiatives makes it a point to focus attention on the disadvantaged segments of the society and directs the CSR efforts to
change their lives. People with disability, poor, uneducated people from the rural areas in around our operating areas, especially
children, youth and women from these backgrounds are the key beneficiaries of our CSR endeavours. Our CSR specially focusses
on education, Sanitation, Health care & Rural development. Details are provided in Annexure 1 to the Directors Report.

Principle 5: Businesses should respect and promote human rights

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/
Contractors/NGOs/Others?
All our operations, functions, people, contractors, supply chain partners are subject to our stance on human rights.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the
management?
No complaint was received pertaining to human rights violation during 2019-20.

Principle 6: Business should respect, protect, and make efforts to restore the environment
Mangalore Chemicals & fertilizers Ltd. is committed to the Environmental Protection to sustain the pollution free environment and
maintain ecological balance. More emphasis is given to safeguard the environment in and around the complex and to ensure that
all statutory requirements with respect to Pollution control are complied with. This is achieved by responsible use of natural
resources through effective implementation of Integrated Environment and Occupational Health & Safety Management System.
MCF is an ISO 14001:2015 and OHSAS 18001: 2007 certified company. Mangalore Chemicals & Fertilizers Ltd. has been awarded
the Second Position out of 23 operational urea plants of the country in the Green Rating Project of Indian Urea Fertilizer Industries
carried out by the Centre for Science and Environment.
1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/
others.
The Safety, Health and Environment Policy covers the Company, contractors and public implementing sustainable development, high
safety, health and environmental performance.
2. Does the company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc?
Y/N.
 Yes. The Company is changing its Feedstock and Fuel from Naphtha to cleaner Natural Gas which will significantly reduce Sulphur
Dioxide emissions.
3. Does the company identify and assess potential environmental risks? Y/N
Yes. The Company identifies and assesses potential environmental risks by auditing the operating plants, storage areas through
both external Safety Auditing teams and by implementing Integrated Environment and Occupational Health & Safety Management
System.
4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or
so. Also, if Yes, whether any environmental compliance report is filed?
Yes. The Company is changing Feedstock and Fuel from Naphtha to cleaner Natural Gas. Environmental Compliance reports to all
the Environmental Clearances obtained from MoEF & CC are filed regularly.
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N.
Yes. The Company has installed wastewater treatment and recovery plants with latest technologies for treating the wastewater
generated from the process plants. The Company has also upgraded the sewage treatment plant by adapting latest Membrane Bio
Reactor (MBR) technology. The Company has achieved the zero liquid effluent discharge status by upgrading the effluent
treatment system and reusing the entire treated waste water.
LED lighting assembly is installed in various places inside factory premises for conservation of energy. Installed “Solar water
heater” for our Industrial canteen and street lights at our factory and at our township. The company has developed green belt
covering an area of about 64 acres. About 3000 additional saplings are planted every year. The Company has installed Eco-
Digester Biogas Plant to convert Canteen Food Waste to generate Biogas in 2020 based on the Waste to Energy concept.
6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being
reported?
The Company has achieved the zero liquid effluent discharge status by upgrading the effluent treatment system and reusing the
entire treated waste water. Emissions from stacks are well within the permissible limits given by CPCB/SPCB.
7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of
financial Year.
Nil

Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
The Company works with Fertilizer Association of India (FAI) which is engaged in policy advocacy and also with Chambers of
Commerce. The Company is always guided by the principles of commitment, honesty, transparency and balancing stakeholders’
interest.

Principle 8: Businesses should support inclusive growth and equitable development (CSR)
1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details
thereof. Yes. The Company has specified programs in support of inclusive growth and equitable development. We prioritize
ensuring
continuous and overall improvement in economic, environmental and social performance.
2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other
organization?
In-House team.
3. Have you done any impact assessment of your initiative?
Our direct involvement at the field level constantly assess, monitor and improve our performance. Our in-house team has directly
interacted with the beneficiaries to assess impact of our CSR initiative.
4. What is your company’s direct contribution to community development projects – Amount in INR and the details of the projects
undertaken?
` 105 Lakhs and the details are given in CSR Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please
explain in 50 words, or so.
Yes. The community development initiative is part of CSR activity of the Company. The programmes are designed with consultation
of stakeholders keeping in mind their needs. Details are provided in Annexure 1 – Annual Report on CSR Activities.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
(MP)
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
Nil
2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/
No/N.A./Remarks (additional information)
The Company makes adequate disclosures about product information as per requirements of the applicable laws.
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or
anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in
about 50 words or so.
No case filed regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour in the last 5 years.
4. Did your company carry out any consumer survey/consumer satisfaction trends?
Our Company has not carried any consumer survey/consumer satisfaction trends during 2019-20.
INDEPENDENT AUDITOR’S REPORT
To
the Code of Ethics. We believe that the audit evidence we have
ThE MEMbERS Of MANgAlORE ChEMICAlS AND
obtained is sufficient and appropriate to provide a basis for our
fERTIlIzERS lIMITED
audit opinion on the Ind AS financial statements.
Report on the Audit of the Ind AS financial Statements
Emphasis of Matter
Opinion 1. We draw attention to Note 42 to the Ind AS financial
We have audited the accompanying Ind AS financial statements statements, which describes the uncertainties and the
of Mangalore Chemicals and Fertilizers Limited (“the Company”), impact of COVID-19 pandemic on the Company’s operations
which comprise the Balance Sheet as at March 31, 2020, the and results as assessed by the management.
Statement of Profit and Loss, including the Statement of Other 2. We further draw attention to Note 8 to the accompanying
Comprehensive Income, the Cash Flow Statement and the Ind AS financial statements regarding Goods and Services
Statement of Changes in Equity for the year then ended, and Tax (‘GST’) input tax credit on input services recognized by
notes to the Ind AS financial statements, including a summary of the Company, which the management is confident to recover
significant accounting policies and other explanatory information. based on a tax opinion obtained on this matter and reliance
placed on an order of the High Court of Gujarat providing
In our opinion and to the best of our information and according interim relief in a similar matter.
to the explanations given to us, the aforesaid Ind AS financial Our opinion is not modified in respect of these matters.
statements give the information required by the Companies Act,
2013, as amended (“the Act”) in the manner so required and Key Audit Matters
give a true and fair view in conformity with the accounting Key audit matters are those matters that, in our professional
principles generally accepted in India, of the state of affairs of judgment, were of most significance in our audit of the Ind AS
the Company as at March 31, 2020, its profit including other financial statements for the financial year ended March 31, 2020.
comprehensive income, its cash flows and the changes in equity These matters were addressed in the context of our audit of
for the year ended on that date. the Ind AS financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
basis for Opinion these matters. For each matter below, our description of how
We conducted our audit of the Ind AS financial statements in our audit addressed the matter is provided in that context.
accordance with the Standards on Auditing (SAs), as specified We have determined the matters described below to be the key
under Section 143(10) of the Act. Our responsibilities under audit matters to be communicated in our report. We have
those Standards are further described in the ‘Auditor’s fulfilled the responsibilities described in the Auditor’s
Responsibilities for the Audit of the Ind AS Financial Statements’ responsibilities for the audit of the Ind AS financial statements
section of our report. We are independent of the Company in section of our report, including in relation to these matters.
accordance with the ‘Code of Ethics’ issued by the Institute of Accordingly, our audit included the performance of procedures
Chartered Accountants of India together with the ethical designed to respond to our assessment of the risks of material
requirements that are relevant to our audit of the financial misstatement of the Ind AS financial statements. The results of
statements under the provisions of the Act and the Rules our audit procedures, including the procedures performed to
thereunder, and we have fulfilled our other ethical responsibilities address the matters below, provide the basis for our audit
in accordance with these requirements and opinion on the accompanying Ind AS financial statements.
Key audit matters how our audit addressed the key audit matter
Impact of government policies/notifications on recognition of concession income and its recoverability (as described in
Note 22 and 10 of the Ind AS financial statements)

The Company recognises concession (subsidy) income receivable Our audit procedures included among others, the following:
from the Department of Fertilizers, Government of India as per
 Read the relevant notifications/policies issued by the
the New Pricing Scheme for Urea and as per Nutrient Based
Department of Fertilizers to understand the basis and assessed
Subsidy Policy for Phosphatic and Potassic fertilizers at the time the adequacy of accruals/claims recognised; and adjustments
of sale of goods to its customers. During the current year, the (if any) to accruals/claims already recognised, pursuant to
Company has recognised concession income of ` 143,053.44 changes in the rates.
Lakhs and as at 31 March 2020 has receivables of ` 110,741.62
Lakhs relating to such income.  Obtained an understanding of the process and tested the
design and operating effectiveness of controls as established
Further, revenue from urea concession income of ` 101,649.26 by the management over revenue recognition and assessment
Lakhs has been recognised during the year ended March 31, of recoverability of the concession income recoverability.
2020. The Company recognises urea concession income from the  Evaluated the management’s assessment regarding reasonable
GOI based on estimates determined as per the GOI notification certainty for complying with the relevant conditions as
dated June 17, 2015 and changes, if any, are recognised in the specified in the aforesaid notifications/policies and collections.
year of finalisation of the prices by the GOI under the scheme.
INDEPENDENT AUDITOR’S REPORT
Key audit matters how our audit addressed the key audit matter
The area of judgement includes certainty around the satisfaction  Tested the ageing analysis and assessed the information used
of conditions specified in the notifications and policies, collections by the management to determine the recoverability of the
and provisions thereof, likelihood of variation in the related concession income by considering collections against historical
computation rates, basis for determination of accruals of trends,
concession income and timely recoverability thereof.  Reviewed the calculation of urea concession income including
escalation/de-escalation adjustments as per relevant policy
parameters in this regard.
 Assessed the disclosures in the Ind AS financial statements in
this regard.
Estimates with respect to recognition of Minimum Alternate Tax (MAT) credit entitlement (as described in Note 18 of the
Ind AS financial statements)
The Company has recognised MAT Credit entitlement of ` Our audit procedures included among others, the following:
8,311.60 Lakhs as at March 31, 2020. The recognition of MAT
 Assessed the design, implementation and operative
credit involves significant judgement and use of assumptions by effectiveness of management’s key internal controls over
the management at the end of each reporting period regarding recognition of MAT credit entitlement.
the likelihood of its realization, in particular whether there would
be sufficient taxable profits in future periods to support such  Discussed and evaluated management’s assumptions and
recognition. estimates like projected revenue growth, margins, etc.
including impact of new tax rates as per Taxation Laws
Considering the significant judgements, the matter has been (Amendment) Ordinance, 2019) in relation to the probability of
identified as key audit matter. generating future taxable income to support the recognition of
MAT credit with reference to forecast taxable income and
performed sensitivity analysis
 Assessed the related disclosures in the Ind AS financial
statements.

Other Information
comprehensive income, cash flows and changes in equity of the
The Company’s Board of Directors is responsible for the other Company in accordance with the accounting principles generally
information. The other information comprises the information accepted in India, including the Indian Accounting Standards
included in the Director’s report including its annexures but does (Ind AS) specified under Section 133 of the Act read with the
not include the Ind AS financial statements and our auditor’s Companies (Indian Accounting Standards) Rules, 2015, as
report thereon. amended.
This responsibility also includes maintenance of adequate
Our opinion on the Ind AS financial statements does not cover
accounting records in accordance with the provisions of the Act
the other information and we do not express any form of
for safeguarding of the assets of the Company and for
assurance conclusion thereon.
preventing and detecting frauds and other irregularities;
In connection with our audit of the Ind AS financial statements, selection and application of appropriate accounting policies;
our responsibility is to read the other information and, in doing making judgments and estimates that are reasonable and
so, consider whether the other information is materially prudent; and the design, implementation and maintenance of
inconsistent with the Ind AS financial statements or our adequate internal financial controls, that were operating
knowledge obtained in the audit or otherwise appears to be effectively for ensuring the accuracy and completeness of the
materially misstated. If, based on the work we have performed, accounting records, relevant to the preparation and presentation
we conclude that there is a material misstatement of this other of the Ind AS financial statements that give a true and fair view
information, we are required to report that fact. We have and are free from material misstatement, whether due to fraud
nothing to report in this regard. or error.

In preparing the Ind AS financial statements, management is

Responsibilities of the Management and Those Charged responsible for assessing the Company’s ability to continue as a
with governance for the Ind AS financial Statements going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
The Company’s Board of Directors is responsible for the matters
management either intends to liquidate the Company or to cease
stated in Section 134(5) of the Act with respect to the
operations, or has no realistic alternative but to do so.
preparation of these Ind AS financial statements that give a true
and fair view of the financial position, financial performance Those Charged with Governance are responsible for overseeing
including other the Company’s financial reporting process.
INDEPENDENT AUDITOR’S REPORT
Auditor’s Responsibilities for audit of the Ind AS Financial
underlying transactions and events in a manner that achieves
Statements
fair presentation.
Our objectives are to obtain reasonable assurance about whether
We communicate with those charged with governance regarding,
the Ind AS financial statements as a whole are free from material
among other matters, the planned scope and timing of the audit
misstatement, whether due to fraud or error, and to issue an
and significant audit findings, including any significant
auditor’s report that includes our opinion. Reasonable assurance
deficiencies in internal control that we identify during our audit.
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material We also provide those charged with governance with a
misstatement when it exists. Misstatements can arise from fraud statement that we have complied with relevant ethical
or error and are considered material if, individually or in the requirements regarding independence, and to communicate with
aggregate, they could reasonably be expected to influence the them all relationships and other matters that may reasonably be
economic decisions of users taken on the basis of these Ind AS thought to bear on our independence, and where applicable,
financial statements. related safeguards.

As part of an audit in accordance with SAs, we exercise From the matters communicated with those charged with
professional judgment and maintain professional scepticism governance, we determine those matters that were of most
throughout the audit. We also: significance in the audit of the Ind AS financial statements for
the financial year ended March 31, 2020 and are therefore the
• Identify and assess the risks of material misstatement of the key audit matters. We describe these matters in our auditor’s
Ind AS financial statements, whether due to fraud or error, report unless law or regulation precludes public disclosure about
design and perform audit procedures responsive to those the matter or when, in extremely rare circumstances, we
risks, and obtain audit evidence that is sufficient and determine that a matter should not be communicated in our
appropriate to provide a basis for our opinion. The risk of not report because the adverse consequences of doing so would
detecting a material misstatement resulting from fraud is reasonably be expected to outweigh the public interest benefits
higher than for one resulting from error, as fraud may involve of such communication.
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control. Report on Other legal and Regulatory Requirements

• Obtain an understanding of internal control relevant to the 1. As required by the Companies (Auditor’s Report) Order, 2016
audit in order to design audit procedures that are appropriate (“the Order”), issued by the Central Government of India
in the circumstances. Under Section 143(3)(i) of the Act, we in terms of sub-section (11) of Section 143 of the Act, we
are also responsible for expressing our opinion on whether give in “Annexure 1” a statement on the matters specified in
the Company has adequate internal financial controls system paragraphs 3 and 4 of the Order.
in place and the operating effectiveness of such controls.
2. As required by Section 143(3) of the Act, we report that:
• Evaluate the appropriateness of accounting policies used (a) We have sought and obtained all the information and
and the reasonableness of accounting estimates and related explanations which to the best of our knowledge and
disclosures made by management. belief were necessary for the purposes of our audit;
• Conclude on the appropriateness of management’s use of the (b) In our opinion, proper books of account as required by
going concern basis of accounting and, based on the audit law have been kept by the Company so far as it appears
evidence obtained, whether a material uncertainty exists from our examination of those books;
related to events or conditions that may cast significant
(c) The Balance Sheet, the Statement of Profit and Loss
doubt on the Company’s ability to continue as a going
including the Statement of Other Comprehensive Income,
concern. If we conclude that a material uncertainty exists,
the Cash Flow Statement and Statement of Changes in
we are required to draw attention in our auditor’s report to
Equity dealt with by this Report are in agreement with
the related disclosures in the Ind AS financial statements or,
the books of account;
if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up (d) In our opinion, the aforesaid Ind AS financial statements
to the date of our auditor’s report. However, future events or comply with the Accounting Standards specified under
conditions may cause the Company to cease to continue as a Section 133 of the Act, read with Companies (Indian
going concern. Accounting Standards) Rules, 2015, as amended;

• Evaluate the overall presentation, structure and content of (e) On the basis of the written representations received from
the Ind AS financial statements, including the disclosures, the directors as on March 31, 2020 and taken on record
and whether the Ind AS financial statements represent the by the Board of Directors, none of the directors is
disqualified as on March 31, 2020 from being appointed
as a director in terms of Section 164(2) of the Act;
INDEPENDENT AUDITOR’S REPORT
(f) With respect to the adequacy of the internal financial
ii. The Company has made provision, as required
controls over financial reporting of the Company with
under the applicable law or accounting standards,
reference to these Ind AS financial statements and the
for material foreseeable losses, if any, on long term
operating effectiveness of such controls, refer to our
contracts including derivative contracts; and
separate report in “Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year iii. There has been no delay in transferring amounts,
ended March 31, 2020 has been paid/provided by the required to be transferred, to the Investor Education
Company to its directors in accordance with the and Protection Fund by the Company.
provisions of Section 197 read with Schedule V to the
For S.R. Batliboi & Co. LLP
Act; and
Chartered Accountants
(h) With respect to the other matters to be included in ICAI Firm Registration Number: 301003E/E300005
the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as per Pravin Tulsyan
amended, in our opinion and to the best of our Partner
information and according to the explanations given to Membership No.: 108044
us: Unique Document Identification Number (UDIN):
20108044AAAADN2845
i. The Company has disclosed the impact of pending
Place of signature: New Delhi
litigations on its financial position in its Ind AS
Date: June 12, 2020
financial statements – Refer Note 35(a) to the Ind AS
financial statements;
ANNEXURE 1 TO ThE INDEPENDENT AUDITOR’S REPORT Of EVEN DATE ON ThE
IND AS fINANCIAl STATEMENTS Of MANgAlORE ChEMICAlS AND fERTIlIzERS
lIMITED
Statement on the matters specified in paragraphs 3 and
4 of the Companies (Auditor’s report) Order, 2016 (“the to directors/to a company in which the director is interested
Order”) to which provisions of Section 185 of the Act apply and has
not given loans/guarantees/provided security to which the
provisions of Section 186 of the Act apply and hence not
(i) (a) The Company has maintained proper records showing full commented upon.
particulars, including quantitative details and situation
of fixed assets. (v) The Company has not accepted any deposits within the
(b) All fixed assets have not been physically verified by meaning of Sections 73 to 76 of the Act and the Companies
the management during the year but there is a regular (Acceptance of Deposits) Rules, 2014 (as amended).
programme of verification which, in our opinion, is Accordingly, the provisions of clause 3(v) of the Order are
reasonable having regard to the size of the Company not applicable.
and the nature of its assets. No material discrepancies (vi) We have broadly reviewed the books of account maintained
were noticed on such verification. by the Company pursuant to the rules made by the Central
(c) According to the information and explanations given by Government for the maintenance of cost records under
the management and confirmation from banks relating Section 148(1) of the Act, related to the manufacture of
to title deeds of immovable properties mortgaged with fertiliser, and are of the opinion that prima facie, the
the banks (refer Note 15 and 19 to the accompanying specified accounts and records have been made and
Ind AS financial statements for details) for securing the maintained. We have not, however, made a detailed
borrowings raised by the Company, the title deeds of examination of the same.
immovable properties included in property, plant and
(vii) (a) Undisputed statutory dues including provident fund,
equipment are held in the name of the Company.
employees’ state insurance, income-tax, sales-tax,
(ii) The management has conducted physical verification of service tax, goods and services tax, duty of custom,
inventory at reasonable intervals during the year and duty of excise, value added tax, cess and other
no material discrepancies were noticed on such physical statutory dues have been regularly deposited with the
verification. appropriate authorities.

(iii) According to the information and explanations given to us, (b) According to the information and explanations given
the Company has not granted any loans, secured or to us, no undisputed amounts payable in respect of
unsecured to companies, firms, limited liability partnerships provident fund, employees’ state insurance, income-tax,
or other parties covered in the register maintained under sales-tax, service tax, goods and services tax, duty of
Section 189 of the Companies Act, 2013 (“the Act”). custom, duty of excise, value added tax, cess and other
Accordingly, the provisions of clause 3(iii)(a),(b) and (c) of statutory dues were outstanding, at the year end, for
the Order are not applicable to the Company and hence not a period of more than six months from the date they
commented upon. became payable.

(iv) In our opinion and according to the information and (c) According to the records of the Company, the dues
explanations given to us, provisions of Section 186 of the outstanding of income tax, sales-tax, service tax, goods
Act in respect of investments made by the Company have and services tax, duty of custom, duty of excise, value
been complied with. The Company has not advanced loans added tax and cess on account of any dispute, are as
follows:

Payment Period to
Amount (including
Nature of under which the forum where the dispute
Name of the statute interest and penalty)
the dues protest amount is pending
(` in lakhs)
(` in lakhs) relates
The Income Tax Act, Income tax 358.04 52.89 FY 2013-14 Income Tax Appellate
1961 Tribunal (ITAT)
The Central Excise Act, Excise duty 5,338.91 23.96 FY 2010-11 to Customs, Excise and Service
1944 2015-16 Tax Appellate Tribunal
Karnataka Value Added Entry tax 423.44 - FY 2011-12 The High Court of Karnataka
Tax Act, 2003
ANNEXURE 1 TO ThE INDEPENDENT AUDITOR’S REPORT Of EVEN DATE ON ThE
IND AS fINANCIAl STATEMENTS Of MANgAlORE ChEMICAlS AND fERTIlIzERS
lIMITED

Payment Period to
Amount (including
Nature of under which the forum where the dispute
Name of the statute interest and penalty)
the dues protest amount is pending
(` in lakhs)
(` in lakhs) relates
The Customs Act, 1962 Customs 360.07 9.17 FY 2011-12 to Customs, Excise and Service
duty 2016-17 Tax Appellate Tribunal
87.60 - FY 2016-17 Commissioners of Customs,
Nhava Sheva
The Finance Act, 1994 Service tax 15.49 1.06 FY 2012-13 to Customs, Excise and Service
2015-16 Tax Appellate Tribunal
The Andhra Pradesh Goods and 500.13 - FY 2018-19 Commercial Tax Dept. -
Goods and Services Tax Services Tax Andhra Pradesh
Act, 2017

(viii) In our opinion and according to the information and are in compliance with Section 177 and 188 of Act, where
explanations given by the management, the Company has applicable, and the details have been disclosed in the
not defaulted in repayment of loans or borrowings to notes to the Ind AS financial statements, as required by
banks. The Company did not have any loans or borrowings the applicable accounting standards.
from financial institution or Government and outstanding
dues in respect of debenture holders during the year. (xiv) According to the information and explanations given to us
and on an overall examination of the balance sheet, the
(ix) In our opinion and according to information and Company has not made any preferential allotment or
explanations given by the management, monies raised by private placement of shares or fully or partly convertible
the Company by way of term loans were applied for the debentures during the year under review and hence
purposes for which loans were obtained. The Company has reporting requirements under clause 3(xiv) are not
not raised any money by way of initial public offer or applicable to the Company and, not commented upon.
further public offer (including debt instruments) and hence
not commented upon. (xv) According to the information and explanations given by the
management, the Company has not entered into any non-
(x) Based upon the audit procedures performed for the cash transactions with directors or persons connected with
purpose of reporting the true and fair view of the Ind AS him as referred to in Section 192 of the Act.
financial statements and according to the information and
explanations given by the management, we report that no (xvi) According to the information and explanations given to us,
fraud by the Company or no material fraud on the the provisions of Section 45-IA of the Reserve Bank of
Company by the officers and employees of the Company India Act, 1934 are not applicable to the Company.
has been noticed or reported during the year.
(xi) According to the information and explanations given by
For S.R. Batliboi & Co. LLP
the management, the managerial remuneration has been
Chartered Accountants
paid / provided in accordance with the requisite approvals
ICAI Firm Registration Number: 301003E/E300005
mandated by the provisions of Section 197 read with
Schedule V to the Act.
per Pravin Tulsyan
(xii) In our opinion, the Company is not a nidhi company. Partner
Therefore, the provisions of clause 3(xii) of the Order are Membership No.: 108044
not applicable to the Company and hence not commented Unique Document Identification Number (UDIN):
upon. 20108044AAAADN2845
(xiii) According to the information and explanations given by
Place of signature: New Delhi
the management, transactions with the related parties
Date: June 12, 2020
ANNEXURE 2 TO ThE INDEPENDENT AUDITOR’S REPORT Of EVEN DATE ON ThE
IND AS fINANCIAl STATEMENTS Of MANgAlORE ChEMICAlS AND fERTIlIzERS
lIMITED

Report on the Internal financial Controls under Clause (i)

internal financial controls over financial reporting with reference
of Sub-Section 3 of Section 143 of the Companies Act,
to these Ind AS financial statements, assessing the risk that a
2013 (“the Act”)
material weakness exists, and testing and evaluating the design
We have audited the internal financial controls over financial and operating effectiveness of internal controls based on the
reporting of Mangalore Chemicals and Fertilizers Limited (“the assessed risk. The procedures selected depend on the auditor’s
Company”) as of March 31, 2020, in conjunction with our audit judgement, including the assessment of the risks of material
of the Ind AS financial statements of the Company for the year misstatement of the financial statements, whether due to fraud
ended on that date. or error.

Management’s Responsibility for Internal Financial We believe that the audit evidence we have obtained is sufficient
Controls and appropriate to provide a basis for our audit opinion on the
internal financial controls over financial reporting with reference
The Company’s management is responsible for establishing and
to these Ind AS financial statements.
maintaining internal financial controls based on the internal
controls over financial reporting criteria established by the Meaning of Internal financial Controls Over financial
Company considering the essential components of internal Reporting with Reference to these Ind AS financial
control stated in the Guidance Note on Audit of Internal Financial Statements
Controls Over Financial Reporting (the “Guidance Note”) issued
A company’s internal financial controls over financial reporting
by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and with reference to these Ind AS financial statements is a process
designed to provide reasonable assurance regarding the
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
conduct of its business, including adherence to the Company’s
policies, the safeguarding of its assets, the prevention and accepted accounting principles. A company’s internal financial
controls over financial reporting with reference to these Ind AS
detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial statements includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable
financial information, as required under the Act.
detail, accurately and fairly reflect the transactions and
Auditor’s Responsibility dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
Our responsibility is to express an opinion on the Company’s
preparation of financial statements in accordance with generally
internal financial controls over financial reporting with reference
accepted accounting principles, and that receipts and
to these Ind AS financial statements based on our audit. We
expenditures of the company are being made only in accordance
conducted our audit in accordance with the Guidance Note and
with authorisations of management and directors of the
the Standards on Auditing as specified under Section 143(10) of
company; and (3) provide reasonable assurance regarding
the Act, to the extent applicable to an audit of internal financial
prevention or timely detection of unauthorised acquisition, use,
controls and, both issued by the Institute of Chartered
or disposition of the company’s assets that could have a material
Accountants of India. Those Standards and the Guidance Note
effect on the financial statements.
require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether Inherent limitations of Internal financial Controls Over
adequate internal financial controls over financial reporting with financial Reporting with Reference to these Ind AS
reference to these Ind AS financial statements was established financial Statements
and maintained and if such controls operated effectively in all
Because of the inherent limitations of internal financial controls
material respects.
over financial reporting with reference to these Ind AS financial
Our audit involves performing procedures to obtain audit statements, including the possibility of collusion or improper
evidence about the adequacy of the internal financial controls management override of controls, material misstatements due to
over financial reporting with reference to these Ind AS financial error or fraud may occur and not be detected. Also, projections
statements and their operating effectiveness. Our audit of of any evaluation of the internal financial controls over financial
internal financial controls over financial reporting included reporting with reference to these Ind AS financial statements to
obtaining an understanding of future periods are subject to the risk that the internal financial
ANNEXURE 2 TO ThE INDEPENDENT AUDITOR’S REPORT Of EVEN DATE ON ThE
IND AS fINANCIAl STATEMENTS Of MANgAlORE ChEMICAlS AND fERTIlIzERS
lIMITED

controls over financial reporting with reference to these Ind AS

Note on Audit of Internal Financial Controls Over Financial
financial statements may become inadequate because of
Reporting issued by the Institute of Chartered Accountants of
changes in conditions, or that the degree of compliance with the
India.
policies or procedures may deteriorate.
For S.R. Batliboi & Co. LLP
Opinion Chartered Accountants
In our opinion, the Company has, in all material respects, an ICAI Firm Registration Number: 301003E/E300005
adequate internal financial controls system over financial per Pravin Tulsyan
reporting with reference to these Ind AS financial statements Partner
and such internal financial controls over financial reporting with Membership No.: 108044
reference to these Ind AS financial statements were operating Unique Document Identification Number (UDIN):
effectively as at March 31, 2020, based on the internal controls 20108044AAAADN2845
over financial reporting criteria established by the Company
considering the essential components of internal control stated Place of signature: New Delhi
in the Guidance Date: June 12, 2020
Balance Sheet aS at March 31, 2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
as at as at
notes
March 31, 2020 March 31, 2019
aSSetS
non-current assets
Property, plant and equipment 3 60,575.47 61,247.53
Capital work-in-progress 3 4,646.97 3,418.08
Intangible assets 4 177.94 90.41
Intangible assets under development 4 - 39.03
Financial assets
(i) Investments 5 - -
(ii) Loans 6 905.05 782.06
(iii) Others 7 20.36 15.29
Income tax assets (net) 23.04 246.73
Other non-current assets 8 4,733.69 1,726.77
71,082.52 67,565.90
current assets
Inventories 9 24,611.39 53,872.50
Financial assets
(i) Investments 5 0.10 -
(ii) Trade receivables 10 144,630.65 156,448.07
(iii) Cash and cash equivalents 11 21,299.40 4,164.72
(iv) Other bank balances 12 1,759.71 796.76
(v) Others 7 4,147.16 890.63
Other current assets 8 12,778.64 8,079.96
209,227.05 224,252.64
total assets 280,309.57 291,818.54
eQUItY anD lIaBIlItIeS
equity
Equity share capital 13 11,854.87 11,854.87
Other equity 14 42,703.38 37,661.32
54,558.25 49,516.19
liabilities
non-current liabilities
Financial liabilities
(i) Borrowings 15 22,367.98 27,032.32
(ii) Others 16 275.66 546.19
Provisions 17 1,413.75 1,624.64
Deferred tax liabilities (net) 18 869.20 1,755.37
24,926.59 30,958.52
current liabilities
Financial liabilities
(i) Borrowings 19 121,177.78 139,314.13
(ii) Trade payables 20
Total outstanding dues of micro enterprises and small enterprises 456.29 287.58
Total outstanding dues of creditors other than micro enterprises and small
enterprises 57,066.85 50,941.50
(iii) Others 16 17,364.03 17,971.60
Other current liabilities 21 3,567.48 1,782.27
Provisions 17 1,192.30 1,046.75
200,824.73 211,343.83
total equity and liabilities 280,309.57 291,818.54
Summary of significant accounting policies 2.1
The accompanying notes are an integral part of the Ind AS financial statements.
As per our report of even date For and on behalf of the Board of Directors of
Mangalore Chemicals and Fertilizers Limited
For S.r. Batliboi & co. llP n. Suresh Krishnan K. Prabhakar rao
Chartered Accountants Managing Director Director - Works
ICAI Firm Registration Number: 301003E/E300005 DIN : 00021965 DIN : 00898513
per Pravin tulsyan t.M. Muralidharan Vijayamahantesh Khannur
Partner Chief Financial Officer Company Secretary
Membership Number: 108044
Place of Signature : New Delhi
Date : June 12, 2020 Date: June 12, 2020
StateMent of ProfIt anD loSS for the Year enDeD March 31, 2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
for the year ended
notes March 31, 2020 for the year ended
March 31, 2019
IncoMe
Revenue from contracts with customers 22 271,084.42 307,363.76
Other income 23 2,321.72 1,203.47
total income 273,406.14 308,567.23

eXPenSeS
Cost of materials consumed 24 140,030.22 157,092.20
Purchases of stock-in-trade 25 22,602.71 74,365.48
Change in inventories of finished goods, stock-in-trade and 26 22,056.77 (9,870.88)
work-in-progress
Employee benefits expense 27 7,086.26 7,070.62
Finance costs 28 11,147.69 11,101.93
Depreciation and amortisation expense 29 4,537.36 3,877.90
Other expenses 30 58,901.31 59,915.94
total expenses 266,362.32 303,553.19

Profit before tax 7,043.82 5,014.04

tax expense 31
Current tax (MAT) 1,483.00 1,268.00
Deferred tax (credit)/charge (894.50) 458.11
total tax expense 588.50 1,726.11

Profit for the year 6,455.32 3,287.93

other comprehensive income/(loss)

Items that will not be reclassified to profit or loss in subsequent periods
Remeasurement gains/(losses) on defined benefit plan 23.83 (116.15)
Income tax effect on above (8.33) 40.59
total other comprehensive income/(loss) 15.50 (75.56)
Total comprehensive income for the year 6,470.82 3,212.37

earnings per equity share (in `)

32
[nominal value per share ` 10 (Previous year: ` 10)]
Basic 5.45 2.77
Diluted 5.45 2.77

Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the Ind AS financial statements.
As per our report of even date For and on behalf of the Board of Directors of
Mangalore Chemicals and Fertilizers Limited
For S.r. Batliboi & co. llP n. Suresh Krishnan K. Prabhakar rao
Chartered Accountants Managing Director Director - Works
ICAI Firm Registration Number: 301003E/E300005 DIN : 00021965 DIN : 00898513
per Pravin tulsyan t.M. Muralidharan Vijayamahantesh Khannur
Partner Chief Financial Officer Company Secretary
Membership Number: 108044
Place of Signature : New Delhi
Date : June 12, 2020 Date: June 12, 2020
caSh flow StateMent for the Year enDeD March 31, 2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
for the year ended for the year ended
notes
March 31, 2020 March 31, 2019
a Cash flow from operating activities
Profit before tax 7,043.82 5,014.04
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation expense 29 4,537.36 3,877.90
Net loss on disposal of property, plant and equipment 30 280.82 325.37
Allowance for trade receivables and doubtful advances 30 1,257.91 894.23
Fair value (gain)/loss on financial instruments at fair value through (4,955.93) 3,656.05
profit or loss
Unrealised foreign exchange differences (net) 4,480.13 (2,207.96)
Finance costs 28 11,147.69 11,101.93
Interest income 23 (2,135.01) (994.26)
Others 23 - (9.74)
Operating profits before working capital changes 21,656.79 21,657.56

Movement in working capital:

Decrease/(increase) in Inventories 29,261.11 (14,181.64)
Decrease/(increase) in Trade receivables 10,876.41 (37,979.58)
(Increase)/decrease in Other financial assets (620.39) 92.89
(Increase)/decrease in Other assets (5,346.29) 5,297.59
Increase/(decrease) in Trade payables 5,165.59 (562.10)
Increase in Other financial liabilities 1,388.26 474.59
Increase in Other current liabilities and provisions 1,743.70 496.32
Cash generated from/(used in) operations 64,125.18 (24,704.37)
Direct taxes paid (1,259.31) (1,470.70)
Net cash flow from/(used in) operating activities (A) 62,865.87 (26,175.07)

B Cash flow from investing activities

Purchase of property, plant and equipment including capital
work-in-progress and capital advances (6,466.08) (6,537.39)
Proceeds from sale of property, plant and equipment - 10.95
Purchase of investments (0.10) -
Investments in bank deposits (having original maturity of more than
three months) (1,732.31) (420.00)
Redemption/maturity of bank deposits (having original maturity of more
than three months) 741.21 421.12
Interest received 993.76 637.02
net cash (used in) investing activities (B) (6,463.52) (5,888.30)

c Cash flow from financing activities

Proceeds from long term borrowings 515.29 11,986.56
Repayment of long term borrowings (5,265.11) (3,235.35)
(Repayment of)/proceeds from short term borrowings (net) (21,296.70) 27,711.93
Finance cost paid (11,792.39) (10,070.33)
Dividend paid to equity shareholders 14 (1,185.15) (1,185.15)
Dividend distribution tax paid 14 (243.61) (243.61)
Net cash (used in)/flow from financing activities (C) (39,267.67) 24,964.05
 caSh flow StateMent for the Year enDeD March 31, 2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
for the year ended
notes
March 31, 2020 for the year ended
March 31, 2019
net increase/(decrease) in cash and cash equivalents (a+B+c) 17,134.68 (7,099.32)
Cash and cash equivalents at the beginning of the year 11 4,164.72 11,264.04
Cash and cash equivalents at the end of the year 21,299.40 4,164.72

Components of cash and cash equivalents 11

Bank balances on current accounts 1,845.77 1,100.23
Bank balances on deposit accounts with original maturity of
19,451.56 3,060.00
three months or less
Cheques, drafts in hand - 2.50
Cash on hand 2.07 1.99
total cash and cash equivalents 21,299.40 4,164.72

The summary of changes arising from cash flow and non-cash flow changes in respect of borrowings is as below:
Long term borrowings (including current maturities)
At beginning of the year 15 31,987.57 23,406.84
Cash flow changes (4,749.82) 8,751.21
Non-cash changes (foreign exchange movement 2,206.52 (170.48)
Ind AS 116 transition adjustments)
and
At end of the year 15 29,444.27 31,987.57

Short term borrowings

At beginning of the year 19 139,314.13 113,257.79
Cash flow changes (21,296.70) 27,711.93
Non-cash changes (foreign exchange movement) 3,160.35 (1,655.59)
At end of the year 19 121,177.78 139,314.13

Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the Ind AS financial statements.
As per our report of even date For and on behalf of the Board of Directors of
Mangalore Chemicals and Fertilizers Limited
For S.r. Batliboi & co. llP n. Suresh Krishnan K. Prabhakar rao
Chartered Accountants Managing Director Director - Works
ICAI Firm Registration Number: 301003E/E300005 DIN : 00021965 DIN : 00898513
per Pravin tulsyan t.M. Muralidharan Vijayamahantesh Khannur
Partner Chief Financial Officer Company Secretary
Membership Number: 108044

Place of Signature : New Delhi

Date : June 12, 2020 Date: June 12, 2020
StateMent of changeS In eQUItY for the Year enDeD March 31, 2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
a) equity share capital
Equity shares of ` 10 each issued, subscribed and fully paid
as at March 31, 2020 as at March 31, 2019
nos. amount nos. amount
At the beginning of the year 118,515,150 11,851.52 118,515,150 11,851.52
Changes during the year - - - -
At the end of the year 118,515,150 11,851.52 118,515,150 11,851.52

In addition to above, equity share capital as at March 31, 2020 includes Forfeited Shares (amount paid-up) of ` 3.35 Lakhs
(March 31, 2019: ` 3.35 Lakhs).
b) other equity
capital
general retained
redemption total
reserve earnings
reserve
Note 14 Note 14 Note 14
Balance as at April 1, 2018 480.78 5,385.71 30,011.22 35,877.71
Profit for the year - - 3,287.93 3,287.93
Other comprehensive (loss) - - (75.56) (75.56)
total comprehensive income - - 3,212.37 3,212.37

Cash dividends (Refer Note 14) - - (1,185.15) (1,185.15)

Dividend distribution tax - - (243.61) (243.61)
Balance as at March 31, 2019 480.78 5,385.71 31,794.83 37,661.32

Balance as at April 1, 2019 480.78 5,385.71 31,794.83 37,661.32

Profit for the year - - 6,455.32 6,455.32
Other comprehensive income - - 15.50 15.50
total comprehensive income - - 6,470.82 6,470.82

Cash dividends (Refer Note 14) - - (1,185.15) (1,185.15)

Dividend distribution tax - - (243.61) (243.61)
Balance as at March 31, 2020 480.78 5,385.71 36,836.89 42,703.38
Capital redemption reserve - The said reserve was created by way of transfer from general reserve on redemption of preference
shares. This reserve account can be applied in paying up unissued shares to be issued to members of the Company as fully paid
bonus shares in accordance with the provisions of the Companies Act, 2013 (“the Act”).
General reserve - Under the erstwhile Companies Act, 1956, general reserve was created through transfer of net income at a
specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend
distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend
distribution is less than the total distributable results for that year. Consequent to introduction of the Act, the requirement to
mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount
previously transferred to the general reserve can be utilised only in accordance with the requirements of the Act.
The accompanying notes are an integral part of the Ind AS financial statements.
As per our report of even date For and on behalf of the Board of Directors of
Mangalore Chemicals and Fertilizers Limited
For S.r. Batliboi & co. llP n. Suresh Krishnan K. Prabhakar rao
Chartered Accountants Managing Director Director - Works
ICAI Firm Registration Number: 301003E/E300005 DIN : 00021965 DIN : 00898513
per Pravin tulsyan t.M. Muralidharan Vijayamahantesh Khannur
Partner Chief Financial Officer Company Secretary
Membership Number: 108044
Place of Signature : New Delhi
Date : June 12, 2020 Date: June 12, 2020
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
1. Corporate information liability is current when:
Mangalore Chemicals and Fertilizers Limited (“MCF” or • expected to be settled in normal operating
“the Company”) is a public limited company domiciled in cycle;
India and incorporated under the provisions of the Indian
Companies Act. Its shares are listed on Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE). The
registered office of the Company is located at Level 11, UB
Tower, UB City, 24, Vittal Mallya Road, Bengaluru – 560
001, Karnataka, India. The Company is primarily engaged
in the manufacture, purchase and sale of fertilisers. The
Company has manufacturing facility in India. Information
on related party relationships of the Company is provided
in Note 38.
The Ind AS financial statements were approved by the
Board of Directors of the Company on June 12, 2020.
2. Basis of preparation of Ind AS financial statements
The Ind AS financial statements of the Company have
been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time
to time) and presentation requirements of Division II of
Schedule III to the Companies Act, 2013 (Ind AS compliant
Schedule III), as applicable. The Ind AS financial
statements have been prepared on a historical cost basis,
except for assets and liabilities which are required to be
measured at fair value. The Ind AS financial statements
are presented in Indian Rupees (“INR”) and all values are
rounded to the nearest lakhs (INR 00,000), except when
otherwise indicated.
The significant accounting policies adopted for preparation
and presentation of these Ind AS financial statement
have been applied consistently, except for the changes in
accounting policy for amendments to the standard that
were issued effective for the financial year beginning from
on or after April 1, 2019 as stated in Note 2.2.
2.1 Summary of significant accounting policies
(a) Current versus non-current classification
The Company presents assets and liabilities in
the balance sheet based on current/non-current
classification. An asset is treated as current when it
is:
• expected to be realized or intended to be sold or
consumed in normal operating cycle;
• held primarily for the purpose of trading;
• expected to be realized within twelve months after
the reporting period; or
• cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
least twelve months after the reporting period.
All other assets are classified as non-current. A
 • held primarily for the purpose of trading;
• due to be settled within twelve months after the
reporting period; or
• there is no unconditional right to defer the settlement
of the liability for at least twelve months after the
reporting period.
The Company classifies all other liabilities as non-
current. Deferred tax assets and liabilities are classified
as non-current assets and liabilities. The operating cycle
is the time between the acquisition of assets for
processing and their realisation in cash and cash
equivalents. The Company has identified twelve months
as its operating cycle.
(b) Foreign currencies
The Ind AS financial statements are presented in INR,
which is also the Company’s functional currency.
Transactions in foreign currencies are initially recorded
by the Company at their respective functional currency
spot rates at the date, the transaction first qualifies for
recognition. However, for practical reasons, the
Company uses an average rate, if the average
approximates the actual rate at the date of the
transaction.
Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency spot
rates of exchange at the reporting date. Exchange
differences arising on settlement or translation of
monetary items are recognised in the statement of profit
and loss.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial
transactions. Non-monetary items measured at fair value
in a foreign currency are translated using the exchange
rates at the date when the fair value is determined. The
gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the
recognition of the gain or loss on the change in fair
value of the item (i.e., translation differences on items
whose fair value gain or loss is recognized in other
comprehensive income (“OCI”) or the statement of profit
and loss are also recognised in OCI or statement of profit
and loss, respectively).
(c) Fair value measurement
The Company measures financial instruments, such as,
derivatives at fair value at each balance sheet date. Fair
value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value measurement
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
is based on the presumption that the transaction liabilities on the basis of the nature, characteristics and
to sell the asset or transfer the liability takes place risks of
either in the principal market for the asset or liability,
or in the absence of a principal market, in the most
advantageous market for the asset or liability. The
principal or the most advantageous market must be
accessible by the Company.
The fair value of an asset or a liability is measured
using the assumptions that market participants would
use when pricing the asset or liability, assuming that
market participants act in their economic best
interest. A fair value measurement of a non-financial
asset takes into account a market participant’s ability
to generate economic benefits by using the asset in
its highest and best use or by selling it to another
market participant that would use the asset in its
highest and best use.
The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs
and minimising the use of unobservable inputs. All
assets and liabilities for which fair value is measured
or disclosed in the Ind AS financial statements are
categorised within the fair value hierarchy, described
as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in
active markets for identical assets or liabilities.
• Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is directly or indirectly
observable.
• Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is unobservable.
For assets and liabilities that are recognised in the
Ind AS financial statements on a recurring basis, the
Company determines whether transfers have
occurred between levels in the hierarchy by
reassessing categorisation (based on the lowest level
input that is significant to the fair value measurement
as a whole) at the end of each reporting period.
The Company’s management determines the
policies and procedures for both recurring fair value
measurement, such as derivative instruments and
unquoted financial assets measured at fair value, and
for non-recurring measurement, such as assets held
for distribution in discontinued operations. External
valuers are involved, wherever considered necessary.
For the purpose of fair value disclosures, the
Company has determined classes of assets and
 the asset or liability and the level of the fair value
hierarchy, as explained above. This note
summarizes accounting policy for fair value and
the other fair value related disclosures are given
in the relevant notes.
(d) Revenue recognition
Revenue from contracts with customers is
recognised when control of the goods or services
are transferred to the customer at an amount
that reflects the consideration to which the
Company expects to be entitled in exchange for
those goods or services.
Revenue is recognized to the extent it is probable
that the economic benefits will flow to the
Company and the revenue can be reliably
measured, regardless of when the payment is
being made. Revenue is measured at the fair
value of the consideration received or receivable,
taking into account contractually defined terms of
payment and excluding taxes or duties collected
on behalf of the government. The Company has
concluded that it is the principal in its revenue
arrangements.
Goods and Service Tax (GST) is not received by
the Company on its own account and is tax
collected on value added to the commodity by
the seller on behalf of the government.
Accordingly, it is excluded from revenue.
The following specific recognition criteria must
also be met before revenue is recognized:
Sale of products
Revenue from the sale of products, including
concession receivable from the Government of
India under the applicable New Pricing Scheme /
Nutrient Based Subsidy Policy, is recognised when
control of the products has transferred to the
customer and there is no unfulfilled obligation
that could affect the customer’s acceptance of
the products. Revenue from the sale of products
is measured at the fair value of the consideration
received or receivable, net of returns and
allowances, trade discounts and volume rebates.
If the consideration in a contract includes a
variable amount, the Company estimates the
amount of consideration to which it will be
entitled in exchange for transferring the goods to
the customer. The variable consideration is
estimated at contract inception.
The Company receives short term advances from
its customers. Using the practical expedient in
Ind AS 115, the Company does not adjust the
promised amount of consideration for the effects
of a significant financing component if it expects,
at contract inception, that the period between
the transfer of the promised good or service to
the customer and when the customer pays
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
for that good or service will be one year or less.
or services to the customer, a contract liability is
Concessions in respect of Urea, as notified under the recognised when the payment is made or the
New Pricing Scheme, is recognized with adjustments payment is due (whichever is earlier). Contract
for escalation/de-escalation in the prices of inputs liabilities are recognised as revenue when the
and other adjustments, as estimated by the Company performs under the contract.
management in accordance with the known policy
parameters in this regard. Subsidy for Phosphatic and (e) Government grants
Potassic (P&K) fertilisers is recognized as per the Government grants are recognised where there is
rates notified by the Government of India in reasonable assurance that the grant will be received
accordance with Nutrient Based Subsidy Policy from and all attached conditions will be complied with.
time to time. Freight subsidy on Urea, Complex When the grant relates to an expense item, it is
fertilisers, etc. is recognized in accordance with the recognised as income on a systematic basis over the
specified parameters and notified rates. periods that the related costs, for which it is intended
to compensate, are expensed. When the grant relates
Sale of services to an asset, it is recognised as income in equal
Service income is recognized, on an accrual basis, amounts over the expected useful life of the related
at agreed rate in accordance with the terms of the asset.
agreement.
(f) Taxes
Interest
Current income tax
Interest income from dealers and others on delayed
payments is recognized to the extent the Company is Current income tax assets and liabilities are measured
reasonably certain of their ultimate collection. at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax
Other interest income is recognized using the laws used to compute the amount are those that are
effective interest rate method. The effective interest enacted or substantively enacted, at the reporting
rate is the rate that discounts estimated future cash date.
receipts through the expected life of the financial
asset to the gross carrying amount of the financial Current income tax relating to items recognised
asset. Interest income is included under the head outside the statement of profit and loss is recognised
“other income” in the statement of profit and loss. outside the statement of profit and loss (either in OCI
or in equity in correlation to the underlying
Contract balances transaction). Management periodically evaluates
Contract assets positions taken in the tax returns with respect to
situations in which applicable tax regulations are
A contract asset is the right to consideration in
subject to interpretation and establishes provisions,
exchange for goods or services transferred to the
where appropriate.
customer. If the Company performs by transferring
goods or services to a customer before the customer Deferred tax
pays consideration or before payment is due, a
Deferred tax is provided using the liability method on
contract asset is recognised for the earned temporary differences between the tax bases of
consideration that is conditional.
assets and liabilities and their carrying amounts for
Trade receivables financial reporting purposes at the reporting date.
Deferred tax liabilities and assets are recognized for
A trade receivable represents the Company’s right to
all taxable temporary differences and deductible
an amount of consideration that is unconditional (i.e.,
temporary differences.
only the passage of time is required before payment
of the consideration is due). Refer to accounting Deferred tax assets are recognised to the extent that
policies of financial assets. it is probable that taxable profit will be available
against which the deductible temporary differences,
Contract liabilities
and the carry forward of unused tax credits and
A contract liability is the obligation to transfer goods unused tax losses can be utilized. The carrying
or services to a customer for which the Company has amount of deferred tax assets is reviewed at each
received consideration (or an amount of reporting date and reduced to the extent that it is no
consideration is due) from the customer. If a longer probable that sufficient taxable profit will be
customer pays consideration before the Company available to allow all or part of the deferred tax asset
transfers goods to be utilised. Unrecognised deferred tax assets are
re-assessed at each reporting date and are
recognised to the extent
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
that it has become probable that future taxable profits required to be replaced at intervals, the Company
will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the period
when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting
date. Deferred tax relating to items recognised
outside the statement of profit and loss is recognised
(either in OCI or in equity in correlation to the
underlying transaction).
Deferred tax assets and deferred tax liabilities are
offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and
the deferred taxes relate to the same taxable entity
and the same taxation authority.
Minimum alternate tax (MAT) paid in a year is
charged to the statement of profit and loss as current
tax for the year. The deferred tax asset is recognised
for MAT credit available only to the extent that it is
probable that the Company will pay normal income
tax during the specified year, i.e., the year for which
MAT credit is allowed to be carried forward. In the
year in which the Company recognizes MAT credit as
an asset, it is created by way of credit to the
statement of profit and loss and shown as part of
deferred tax asset. The Company reviews the “MAT
credit entitlement” asset at each reporting date and
writes down the asset to the extent that it is no
longer probable that it will pay normal tax during the
specified period.
Goods and Service Tax (GST) paid on acquisition of
assets or on incurring expenses
When the tax incurred on purchase of assets or
services is not recoverable from the taxation
authority, the tax paid is recognised as part of the
cost of acquisition of the asset or as part of the
expense item, as applicable. Otherwise, expenses and
assets are recognized net of the amount of taxes
paid. The net amount of tax recoverable from, or
payable to, the taxation authority is included as part
of receivables or payables in the balance sheet.
(g) Property, plant and equipment
Property, plant and equipment, capital work-in-
progress is stated at cost, net of accumulated
depreciation and accumulated impairment losses, if
any. Such cost includes the cost of replacing part of
the plant and equipment and borrowing costs for
long- term construction projects, if the recognition
criteria are met.
When significant parts of plant and equipment are
depreciates them separately based on their specific
useful lives. Likewise, when a major inspection is
performed, its cost is recognised in the carrying amount
of the plant and equipment as a replacement, if the
recognition criteria are satisfied. All other repair and
maintenance costs are recognised in the statement of
profit and loss as incurred. Items of stores and spares
that meet the definition of Property, plant and
equipment are capitalized at cost, otherwise, such items
are classified as inventories.
Depreciation is calculated on a straight line basis over
the useful lives of the assets, estimated by the
management, as follows:

Useful life (years)

Factory buildings 30
Other buildings (RCC) 60
Other buildings (Non-RCC) 30
Railway sidings 15
Roads, drainage and culverts 5 to 30
Plant and equipment (continuous 25
process plant)
Computer equipment 3 and 6
Electrical installations and fittings 10
Office equipment 5
Furniture and fixtures 10
Cranes and locomotives 15
Vehicles 8 and 10
For the purpose of depreciation calculation, residual
value is determined as 5% of the original cost for all the
assets, as estimated by the management basis
independent assessment by an expert. The Company,
based on assessment made by technical expert and
management estimate, depreciates following assets, not
included above, over the estimated useful lives which
are different from the useful life prescribed in
Schedule II to the Companies Act, 2013. The
management believes that these estimated useful lives
reflect fair approximation of the period over which the
assets are likely to be used.
(i) The useful lives of components of certain plant and
machinery and equipment are estimated as 5 to 20
years.
(ii) Insurance/capital/critical stores and spares are
depreciated over the remaining useful life of related
plant and equipment or useful life of
insurance/capital/critical spares, whichever is lower.
(iii) The useful lives of certain vehicles are estimated
as 4 years.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
Leasehold land is amortized on a straight line basis complete the asset and ability to measure reliably the
over the period of lease. expenditure during development.
An item of property, plant and equipment and any
significant part initially recognised is derecognised
upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or
loss arising on derecognition of the asset (calculated
as the difference between the net disposal proceeds
and the carrying amount of the asset) is included
in the statement of profit and loss when the asset
is derecognised. The residual values, useful lives
and methods of depreciation of property, plant and
equipment are reviewed at each financial year end
and adjusted prospectively, if appropriate.

(h) Intangible assets

Intangible assets acquired separately are measured
on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost
less any accumulated amortisation and accumulated
impairment losses. Internally generated intangibles,
excluding capitalised development costs, are not
capitalised and the related expenditure is reflected
in the statement of profit and loss in the period in
which the expenditure is incurred. The useful lives of
intangible assets are assessed as finite.
Intangible assets are amortized over the useful
economic life and assessed for impairment, whenever
there is an indication that the intangible asset may be
impaired. The amortisation period and the
amortisation method for an intangible asset are
reviewed at least at the end of each reporting
period. Changes in the expected useful life or the
expected pattern of consumption of future economic
benefits embodied in the asset are considered to
modify the amortisation period or method, as
appropriate, and are treated as changes in
accounting estimates. The amortisation expense on
intangible assets is recognized in the statement of
profit and loss, unless such expenditure forms part of
carrying value of another asset.
Gains or losses arising from derecognition of an
intangible asset are measured as the difference
between the net disposal proceeds and the carrying
amount of the asset and are recognised in the
statement of profit and loss when the asset is
derecognised.
Research costs are expensed as incurred.
Development expenditures are recognised as
intangible asset when the Company can demonstrate
its technical feasibility, intention to complete, its
ability and intention to use or sell the asset, its future
economic benefits, availability of resources to
 Following initial recognition, the asset is carried at
cost less any accumulated amortisation and
accumulated impairment losses. Amortisation of
the asset begins when development is complete
and the asset is available for use.
The computer software is amortised on a straight
line basis over the useful economic life of 5 years,
as estimated by the management.

(i) Borrowing costs

Borrowing costs directly attributable to the
acquisition, construction or production of an asset
that necessarily takes a substantial period of time
to get ready for its intended use or sale are
capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in
which they occur. Borrowing costs consist of
interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the
extent regarded as an adjustment to the borrowing
costs.

(j) Leases
The Company assesses at contract inception
whether a contract is, or contains, a lease. That is,
if the contract conveys the right to control the use
of an identified asset for a period of time in
exchange for consideration.

The Company as a lessee

The Company applies a single recognition and
measurement approach for all leases, except for
short term leases and leases of low value assets.
The Company recognises lease liabilities to make
lease payments and right-of-use assets
representing the right to use the underlying assets.
Right-of-use assets
The Company recognises right-of-use assets at the
commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use
assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred,
and lease payments made at or before the
commencement date less any lease incentives
received. Right-of-use assets are depreciated on a
straight line basis over the shorter of the lease
term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the
Company at the end of the lease term or the cost
reflects the exercise of a purchase option,
depreciation
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
is calculated using the estimated useful life of the straight line basis over the lease terms and is included
asset.
Lease liabilities
At the commencement date of the lease, the
Company recognises lease liabilities measured at the
present value of lease payments to be made over the
lease term. The lease payments include fixed
payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and
amounts expected to be paid under residual value
guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain
to be exercised by the Company and payments of
penalties for terminating the lease, if the lease term
reflects the Company exercising the option to
terminate. Variable lease payments that do not
depend on an index or a rate are recognised as
expenses (unless they are incurred to produce
inventories) in the period in which the event or
condition that triggers the payment occurs.
In calculating the present value of lease payments,
the Company uses its incremental borrowing rate at
the lease commencement date because the interest
rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the
lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change
in an index or rate used to determine such lease
payments) or a change in the assessment of an
option to purchase the underlying asset. The
Company’s lease liabilities are included in Borrowings.
Short term leases and leases of low value assets
The Company applies the short term lease
recognition exemption to its short term leases (i.e.,
those leases that have a lease term of 12 months or
less from the commencement date and do not
contain a purchase option). It also applies the lease
of low value assets recognition exemption to leases
that are considered to be of low value. Lease
payments on short term leases and leases of low
value assets are recognised as expense on a straight
line basis over the lease term.
The Company as a lessor
Leases in which the Company does not transfer
substantially all the risks and rewards incidental to
ownership of an asset are classified as operating
leases. Rental income arising is accounted for on a
 in revenue in the statement of profit or loss due
to its operating nature. Initial direct costs
incurred in negotiating and arranging an
operating lease are added to the carrying amount
of the leased asset and recognised over the lease
term on the same basis as rental income.
Contingent rents are recognised as revenue in
the period in which they are earned.
(k) Inventories
Inventories are valued at the lower of cost and
net realisable value. Costs incurred in bringing
each product to its present location and condition
are accounted for as follows:

Raw materials, packing materials, stores and

spares: Cost includes cost of purchase and other
costs incurred in bringing the inventories to their
present location and condition.

Finished goods and Work-in-progress: Cost

includes cost of direct materials and labour and a
proportion of manufacturing overheads based on
the normal operating capacity, but excluding
borrowing costs.

Stock-in-trade: Cost includes cost of purchase

and other costs incurred in bringing the
inventories to their present location and
condition.

Materials and other items held for use in the

production of inventories are not written down
below cost if the finished goods in which they will
be incorporated are expected to be sold at or
above cost.

Cost is determined on a moving weighted

average basis. Net realizable value is the
estimated selling price in the ordinary course of
business, less estimated costs of completion and
the estimated costs necessary to make the sale.
(l) Impairment of non-financial assets
The Company assesses, at each reporting date,
whether there is an indication that an asset may
be impaired. If any indication exists, or when
annual impairment testing for an asset is
required, the Company estimates the asset’s
recoverable amount. An asset’s recoverable
amount is the higher of an asset’s or cash
generating unit’s (“CGU”) fair value less costs of
disposal and its value in use. Recoverable
amount is determined for an individual asset,
unless the asset does not generate cash inflows
that are largely independent of those from other
assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its
recoverable amount, the asset is considered
impaired and is written down to its recoverable
amount.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
In assessing value in use, the estimated future cash of
flows are discounted to their present value using a
pre-tax discount rate that reflects current market
assessments of the time value of money and the risks
specific to the asset. In determining fair value less
costs of disposal, recent market transactions are
taken into account. If no such transactions can be
identified, an appropriate valuation model is used.
These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded
companies or other available fair value indicators.
The Company bases its impairment calculation on
detailed budgets and forecast calculations, which are
prepared separately for each of the Company’s CGUs
to which the individual assets are allocated. These
budgets and forecast calculations generally cover a
period of five years. For longer periods, a long term
growth rate is calculated and applied to project future
cash flows after the fifth year. To estimate cash flow
projections beyond periods covered by the most
recent budgets/forecasts, the Company extrapolates
cash flow projections in the budget using a steady
or declining growth rate for subsequent years, unless
an increasing rate can be justified. In any case, this
growth rate does not exceed the long term average
growth rate for the products, industries, or country in
which the entity operates, or for the market in which
the asset is used.
Impairment losses of continuing operations, including
impairment on inventories, are recognised in the
statement of profit and loss.
An assessment is made at each reporting date
to determine whether there is an indication that
previously recognised impairment losses no longer
exist or have decreased. If such indication exists, the
Company estimates the asset’s or CGU’s recoverable
amount. A previously recognised impairment loss
is reversed only if there has been a change in the
assumptions used to determine the asset’s
recoverable amount since the last impairment loss
was recognised. The reversal is limited so that the
carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount
that would have been determined, net of
depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal
is recognised in the statement of profit and loss,
unless the asset is carried at a revalued amount, in
which case, the reversal is treated as a revaluation
increase.
(m) Provisions
Provisions are recognized when the Company has a
present obligation (legal or constructive) as a result
 a past event, it is probable that an outflow of
resources embodying economic benefits will be
required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. When the Company expects some or all
of a provision to be reimbursed, the reimbursement
is recognised as a separate asset, but only when
the reimbursement is virtually certain. The expense
relating to a provision is presented in the
statement of profit and loss, net of any
reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage of
time is recognised as a finance cost.
(n) Retirement and other employee benefits
Retirement benefit in the form of provident fund is
a defined contribution scheme. The Company has
no obligation, other than the contribution payable
to the provident fund. The Company recognizes
contribution payable to the provident fund scheme
as an expense, when an employee renders the
related service. If the contribution payable to the
scheme for service received before the balance
sheet date exceeds the contribution already paid,
the deficit payable to the scheme is recognized as
a liability after deducting the contribution already
paid. If the contribution already paid exceeds the
contribution due for services received before the
balance sheet date, then excess is recognized as
an asset to the extent that the pre- payment will
lead to a reduction in future payment or a cash
refund.
Retirement benefit in the form of superannuation
fund is a defined contribution scheme. The
Company has established a Superannuation Fund
Trust to which contributions are made each month.
The Company recognizes contribution payable to
the superannuation fund scheme as expenditure,
when an employee renders the related service. The
Company has no other obligations beyond its
monthly contributions.
The Company operates a defined benefit gratuity
plan in India, which requires contributions to be
made to a separately administered fund. The cost
of providing benefits under the defined benefit plan
is determined using the projected unit credit
method. Remeasurements, comprising of
actuarial gains and losses, the effect of the asset
ceiling, excluding amounts included in net interest
on the net defined benefit liability and the return
on plan assets (excluding amounts included in net
interest on the net defined benefit liability), are
recognised immediately in the balance sheet with a
corresponding debit or credit to
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
retained earnings through OCI in the period in which to purchase or sell the asset.
they occur. Remeasurements are not reclassified to
the statement of profit and loss in subsequent
periods.
Past service costs are recognized in the statement of
profit and loss on the earlier of the date of the plan
amendment or curtailment, and the date that the
Company recognizes related restructuring costs. Net
interest is calculated by applying the discount rate to
the net defined benefit liability or asset. The
Company recognizes changes in the net defined
benefit obligation which includes service costs
comprising current service costs, past service costs,
gains and losses on curtailments and non-routine
settlements; and net interest expense or income, as
an expense in the statement of profit and loss.
Accumulated leave, which is expected to be utilized
within the next twelve months, is treated as short
term employee benefit. The Company measures the
expected cost of such absences as the additional
amount that it expects to pay as a result of the
unused entitlement that has accumulated at the
reporting date. The Company treats accumulated
leave expected to be carried forward beyond twelve
months, as long term employee benefit for
measurement purposes.
Such long term compensated absences are provided
for based on the actuarial valuation using the
projected unit credit method at the year end. The
Company presents the leave as a current liability in
the balance sheet, to the extent it does not have an
unconditional right to defer its settlement for twelve
months after the reporting date. Where the Company
has the unconditional legal and contractual right to
defer the settlement for a period beyond twelve
months, the same is presented as non-current
liability.
(o) Financial instruments
A financial instrument is any contract that gives rise
to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
All financial assets are recognised initially at fair value
plus, in the case of financial assets not recorded at
fair value through profit or loss, transaction costs that
are attributable to the acquisition of the financial
asset. Purchases or sales of financial assets that
require delivery of assets within a time frame
established by regulation or convention in the market
place (regular way trades) are recognised on the
trade date, i.e. the date that the Company commits
Subsequent measurement
For purposes of subsequent measurement, financial assets
are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at fair value through other
comprehensive income (FVTOCI)
• Debt instruments, derivatives and equity instruments
at fair value through profit or loss (FVTPL)
• Equity instruments measured at fair value through
other comprehensive income (FVTOCI)
A ‘debt instrument’ is measured at the amortised cost, if
both of the following conditions are met:
(i) The asset is held within a business model whose
objective is to hold assets for collecting contractual
cash flows; and
(ii) Contractual terms of the asset give rise on specified
dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal
amount outstanding.
After initial measurement, such financial assets are
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is
calculated by taking into account any discount or
premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is
included in finance income in the statement of profit and
loss. The losses arising from impairment are recognised
in the statement of profit and loss. This category
generally applies to trade and other receivables.
A ‘debt instrument’ is classified as FVTOCI, if both of the
following criteria are met:
(i) The objective of the business model is achieved
both by collecting contractual cash flows and
selling the financial assets; and
(ii) The asset’s contractual cash flows represent
SPPI.
Debt instruments included within the FVTOCI category
are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized in
OCI. However, the Company recognizes interest income,
impairment losses and foreign exchange gain or loss in
the statement of profit and loss. On derecognition of the
asset, cumulative gain or loss previously recognised in
OCI is reclassified from the equity to statement of profit
and loss. Interest earned whilst holding FVTOCI debt
instrument is reported as interest income using the EIR
method.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
FVTPL is a residual category for debt instruments. recognition of impairment loss allowance on Trade
Any debt instrument, which does not meet the receivables. The application of simplified approach
criteria for categorization as at amortized cost or as
FVTOCI, is classified as FVTPL. Debt instruments
included within the FVTPL category are measured at
fair value with all changes recognized in the
statement of profit and loss.
All equity investments in scope of Ind AS 109 are
measured at fair value. Equity instruments which
are held for trading are classified as FVTPL. If the
Company decides to classify an equity instrument as
FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in
the OCI. There is no recycling of the amounts from
OCI to statement of profit and loss, even on sale of
investment. Equity instruments included within the
FVTPL category are measured at fair value with all
changes recognized in the statement of profit and
loss.
Derecognition
A financial asset (or, where applicable, a part of a
financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e. removed from
the balance sheet) when:
• The rights to receive cash flows from the asset
have
expired; or
• The Company has transferred its rights to receive
cash flows from the asset or has assumed an
obligation to pay the received cash flows in full
without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the
Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has
neither transferred nor retained substantially all
the risks and rewards of the asset, but has
transferred control of the asset.
The transferred asset and the associated liability
are measured on a basis that reflects the rights and
obligations that the Company has retained.
Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at
the lower of the original carrying amount of the
asset and the maximum amount of consideration that
the Company could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies
expected credit loss (ECL) model for measurement
and recognition of impairment loss on the financial
assets and credit risk exposure.
The Company follows ‘simplified approach’ for
does not require the Company to track changes in
credit risk. Rather, it recognises impairment loss
allowance based on lifetime ECLs at each reporting
date, right from its initial recognition.
For recognition of impairment loss on other
financial assets and risk exposure, the Company
determines that whether there has been a
significant increase in the credit risk since initial
recognition. If credit risk has not increased
significantly, twelve month ECL is used to provide
for impairment loss. However, if credit risk has
increased significantly, lifetime ECL is used. If, in a
subsequent period, credit quality of the instrument
improves such that there is no longer a significant
increase in credit risk since initial recognition, then
the entity reverts to recognising impairment loss
allowance based on twelve month ECL. Lifetime
ECL are the expected credit losses resulting from
all possible default events over the expected life of
a financial instrument.
The twelve month ECL is a portion of the lifetime
ECL which results from default events that are
possible within twelve months after the reporting
date. ECL is the difference between all
contractual cash flows that are due to the
Company in accordance with the contract and all
the cash flows that the Company expects to
receive (i.e., all cash shortfalls), discounted at the
original EIR. ECL impairment loss allowance (or
reversal) recognized during the period is
recognized as income/expense in the statement of
profit and loss. This amount is reflected under the
head ‘other expenses’ in the statement of profit
and loss.
For assessing increase in credit risk and
impairment loss, the Company combines financial
instruments on the basis of shared credit risk
characteristics with the objective of facilitating an
analysis that is designed to enable significant
increases in credit risk to be identified on a timely
basis.
For recognition of impairment loss on other
financial assets and risk exposure, the Company
categorizes them into Stage 1, Stage 2 and Stage
3, as described below:
Stage 1: When financial assets are first recognized,
the Company recognizes an allowance
based on 12 months ECLs.
Stage 1 financial assets also include
facilities where the credit risk has
improved, and the financial assets has
been reclassified from Stage 2.
Stage 2: When a financial asset has shown a
significant increase in credit risk since
origination, the Company records an
allowance for the
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
lifetime ECLs. Stage 2 loans also include
acquisition and fees or costs that are an integral part
facilities, where the credit risk has
of the EIR. The EIR amortisation is included as
improved, and the financial assets has been
finance costs in the statement of profit and loss.
reclassified from Stage 3.
Stage 3: Financial assets considered credit impaired. Derecognition
The Company records an allowance for the A financial liability is derecognised when the
lifetime ECLs. obligation under the liability is discharged or cancelled
or expired. When an existing financial liability is
Financial liabilities
replaced by another from the same lender on
Initial recognition and measurement substantially different terms, or the terms of an
All financial liabilities are recognised initially at fair existing liability are substantially modified, such an
value and, in the case of loans and borrowings and exchange or modification is treated as the
payables, net of directly attributable transaction derecognition of the original liability and the
costs. The Company’s financial liabilities include recognition of a new liability. The difference in the
borrowings, trade and other payables, and derivative respective carrying amounts is recognised in the
financial instruments. statement of profit and loss.

Subsequent measurement Reclassification of financial assets and liabilities

The measurement of financial liabilities depends on The Company determines classification of financial
their classification. Financial liabilities at fair value assets and liabilities on initial recognition. After
through profit or loss include financial liabilities held initial recognition, no reclassification is made for
for trading and financial liabilities designated upon financial assets which are equity instruments and
initial recognition as fair value through profit or loss. financial liabilities. For financial assets which are debt
Financial liabilities are classified as held for trading if instruments, a reclassification is made only if there is
they are incurred for the purpose of repurchasing in a change in the business model for managing those
the near term. This category also includes derivative assets.
financial instruments entered into by the Company
that are not designated as hedging instruments in A change in the business model occurs when the
hedge relationships as defined by Ind AS 109. Company either begins or ceases to perform an
Separated embedded derivatives are also classified activity that is significant to its operations. If the
as held for trading, unless they are designated as Company reclassifies financial assets, it applies the
effective hedging instruments. Gains or losses on reclassification prospectively from the reclassification
liabilities held for trading are recognised in the date, which is the first day of the immediately next
statement of profit and loss. reporting period following the change in business
model. The Company does not restate any previously
Financial liabilities designated upon initial recognition recognised gains, losses (including impairment gains
at fair value through profit or loss are designated as or losses) or interest.
such at the initial date of recognition, and only if the
criteria in Ind AS 109 are satisfied. For liabilities Offsetting of financial instruments
designated as FVTPL, fair value gains/losses Financial assets and financial liabilities are offset and
attributable to changes in own credit risk are the net amount is reported in the balance sheet, if
recognized in OCI. These gains/ loss are not there is a currently enforceable legal right to offset
subsequently transferred to the statement of profit the recognised amounts and there is an intention to
and loss. However, the Company may transfer the settle on a net basis, to realise the assets and settle
cumulative gain or loss within equity. All other the liabilities simultaneously.
changes in fair value of such liability are recognised
in the statement of profit and loss. (p) Derivative financial instruments and hedge
accounting
Borrowings is the category most relevant to the
The Company uses derivative financial instruments,
Company. After initial recognition, interest-bearing
such as forward currency contracts, currency and
borrowings are subsequently measured at amortised
interest rate swaps, to hedge its foreign currency
cost using the EIR method. Gains and losses are
risks and interest rate risks. Such derivative financial
recognised in the statement of profit and loss when
instruments are initially recognised at fair value on
the liabilities are derecognised as well as through the
the date on which a derivative contract is entered into
EIR amortization process. Amortized cost is calculated
and are subsequently remeasured at fair value.
by taking into account any discount or premium on
Derivatives are carried as financial assets when the
fair value is
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
positive and as financial liabilities when the fair value shares.
is negative.
Any gains or losses arising from changes in the fair
value of derivatives are taken directly to the
statement of profit and loss.
(q) Cash and cash equivalents
Cash and cash equivalents in the balance sheet and
cash flow statement comprise cash at banks and on
hand and short term deposits with an original
maturity of three months or less, which are subject to
an insignificant risk of changes in value.
(r) Cash dividend to equity holders
The Company recognises a liability to make cash
distributions to equity holders when the distribution
is authorised and the distribution is no longer at the
discretion of the Company. As per the corporate laws
in India, a distribution is authorised when it is
approved by the shareholders. A corresponding
amount is recognised directly in equity.
(s) Contingent liabilities
A contingent liability is a possible obligation that
arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly
within the control of the Company; or a present
obligation that arises from past events but is not
recognized because it is not probable that an outflow
of resources embodying economic benefits will be
required to settle the obligation; or the amount of the
obligation cannot be measured with sufficient
reliability. The Company does not recognize a
contingent liability but discloses its existence in the
Ind AS financial statements.
(t) Earnings per share
Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders (after deducting preference dividends
and attributable taxes) by the weighted average
number of equity shares outstanding during the
year. The weighted average number of equity shares
outstanding during the year is adjusted for events
such as bonus issue, bonus element in a rights issue,
share split, and reverse share split (consolidation
of shares) that have changed the number of equity
shares outstanding, without a corresponding change
in resources.
For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable
to equity shareholders and the weighted average
number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity
(u) Segment reporting
An operating segment is a component of the
Company that engages in business activities from
which it may earn revenues and incur expenses
(including revenues and expenses relating to
transactions with other components of the
Company), whose operating results are regularly
reviewed by the Company’s chief operating
decision maker to make decisions about resources
to be allocated to the segment and assess its
performance, and for which discrete financial
information is available.
Operating segments of the Company are reported
in a manner consistent with the internal reporting
provided to the chief operating decision maker.
(v) Significant accounting judgements, estimates
and assumptions
The preparation of the Ind AS financial statements
requires management to make judgements,
estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and
liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could
result in outcomes that require a material
adjustment to the carrying amount of assets or
liabilities affected in future years.
The Company bases its assumptions and estimates
on parameters available when the Ind AS financial
statements are prepared. Existing circumstances
and assumptions about future developments,
however, may change due to market changes or
circumstances arising that are beyond the control
of the Company. Such changes are reflected in the
assumptions when they occur. The judgements,
estimates and assumptions management has made
which have the most significant effect on the
amounts recognized in the Ind AS financial
statements are as below:
Revenue from contracts with customers
Concessions in respect of urea, as notified under
the New Pricing Scheme, is recognized with
adjustments for escalation/deescalation in the
prices of inputs and other adjustments, as
estimated by the management in accordance with
the known policy parameters in this regard. The
Company recognises urea concession income from
the Government of India (“GOI”) based on
estimates as per the GOI notification dated June
17, 2015 and changes, if any, are recognised in the
year of finalisation of the prices by the GOI under
the scheme.
Also, the Company determines and updates its
assessment of expected rebates periodically and
the accruals are adjusted accordingly. Estimates
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
of expected rebates are sensitive to changes in
against which these losses and credit entitlements
circumstances and the Company’s past experience
can be utilized. Significant management judgement
regarding these amounts may not be representative
is required to determine the amount of deferred tax
of actual amounts in the future.
assets that can be recognised, based upon the likely
Determining the lease term of contracts with renewal timing and the level of future taxable profits together
and termination options with future tax planning strategies. Refer Section 2,2
for application of Ind AS 12 Appendix C, Uncertainty
The Company determines the lease term as the non-
over Income Tax Treatments while performing the
cancellable term of the lease, together with any
determination of taxable profit or loss, tax bases,
periods covered by an option to extend the lease if it
unused tax losses, unused tax credits and tax rates,
is reasonably certain to be exercised, or any periods
for uncertainty over income tax treatments.
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised. Defined benefit plans
The Company has several lease contracts that include The cost of the defined benefit plan and the present
extension and termination options. The Company value of the obligation are determined using actuarial
applies judgement in evaluating whether it is valuation. An actuarial valuation involves various
reasonably certain to exercise the option to renew or assumptions that may differ from actual
terminate the lease. That is, it considers all relevant developments in the future. These include the
factors that create an economic incentive for it to determination of the discount rate, future salary
exercise either the renewal or termination. After the increases and mortality rates. Due to the complexities
commencement date, the Company reassesses the involved in the valuation and its long term nature, a
lease term if there is a significant event or change in defined benefit obligation is highly sensitive to
circumstances that is within its control and affects its changes in these assumptions. All assumptions are
ability to exercise or not to exercise the option to reviewed at each reporting date.
renew or to terminate. Furthermore, the periods
The parameter most subject to change is the discount
covered by termination options are included as part
rate. In determining the appropriate discount rate for
of the lease term only when they are reasonably
plans operated in India, the management considers
certain not to be exercised.
the interest rates of government bonds where
Property, plant and equipment remaining maturity of such bond correspond to
expected term of defined benefit obligation. The
The depreciation of property, plant and equipment
is derived on determining an estimate of an asset’s mortality rate is based on publicly available mortality
tables. Those mortality tables tend to change only at
expected useful life and the expected residual value
at the end of its life. The useful lives and residual interval in response to demographic changes.
Future salary increases and gratuity increases are
values of Company’s assets are determined by
management at the time of acquisition of asset and is based on expected future inflation rates.
reviewed periodically, including at each financial year Fair value measurement of financial instruments
end. The lives are based on historical experience with
When the fair values of financial assets and financial
similar assets as well as anticipation of future events,
liabilities recorded in the balance sheet cannot be
which may impact their life.
measured based on quoted prices in active markets,
Impairment of financial and non-financial assets their fair value is measured using internal valuation
techniques. The inputs to these models are taken
Significant management judgement is required to from observable markets where possible, but where
determine the amounts of impairment loss on the this is not feasible, a degree of judgement is required
financial and non-financial assets. The calculations in establishing fair values. Judgements include
of impairment loss are sensitive to underlying considerations of inputs such as liquidity risk, credit
assumptions. risk and volatility. Changes in assumptions about
Tax provisions and contingencies these factors could affect the reported fair value of
financial instruments.
Significant management judgement is required
to determine the amounts of tax provisions and 2.2 Changes in accounting policies and disclosures
contingencies. Deferred tax assets are recognised for The Company applied Ind AS 116 for the first time for the
unused tax losses and MAT credit entitlements to the year ended March 31, 2020. Several other amendments
extent it is probable that taxable profit will be and interpretations, as below, have been applied for the
available first time for the year ended March 31, 2020, but these
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
do not have any material impact on the Ind AS financial
Amendments to Ind AS 12 Income Taxes
statements. The Company has not early adopted any
standards or amendments that have been issued but are The amendment clarifies that an entity shall recognise the
not yet effective as at year end. income tax consequences of dividends when it recognises
a liability to pay a dividend. Also, an entity shall recognise
Ind AS 116 Leases the income tax consequences of dividends in profit or loss,
Effective April 1, 2019, the Company has adopted Ind AS other comprehensive income or equity according to where
116 on Leases which replaces Ind AS 17 on Leases, the entity originally recognised those past transactions
including appendices thereto. Ind AS 116 sets out the or events. These amendments did not have any material
principles for the recognition, measurement, presentation impact on Ind AS financial statements.
and disclosure of leases and requires lessees to account
Amendments to Ind AS 19 Employee Benefits - Plan
for all leases under a single on balance sheet model similar
amendment, curtailment or settlement
to the accounting for finance leases under Ind AS 17. The
Company has used the modified retrospective approach for These amendments relate to effects of plan amendment,
transition to Ind AS 116 and consequently comparatives curtailment or settlement. While determining the past
for previous year have not been restated. The Company service cost at the time of plan amendment or curtailment,
also elected to use the recognition exemptions for lease an entity shall remeasure the amount of net defined
contracts that, at the commencement date, have a lease benefit liability/asset using the current fair value of plan
term of 12 months or less and do not contain a assets and current actuarial assumptions which shall reflect
purchase option (short term leases), and lease contracts the benefits offered under the plan and plan assets before
for which the underlying asset is of low value (low value and after the plan amendment, curtailment or settlement.
assets). The amendments also require an entity to use updated
actuarial assumptions to determine current service cost
This has resulted in recognition of right-of-use assets and and net interest for the remainder of the annual reporting
corresponding lease liabilities of ` 2,015.20 Lakhs as at year after a plan amendment, curtailment or settlement.
April 1, 2019. Right-of-use assets are depreciated over An entity shall determine the effect of asset ceiling after
the lower of useful life of the asset or the lease term and the plan amendment, curtailment or settlement and shall
interest on lease liabilities is recognized under finance recognise any change in that effect.
costs. The net impact of adopting this standard on the
statement of profit and loss and earnings per share is not These amendments had no impact on the Ind AS financial
material. Refer disclosures included in Note 33 for details. statements as the Company did not have any plan
amendments, curtailments, or settlements during the year.
Ind AS 12 Appendix C - Uncertainty over Income Tax
Treatments Amendments to Ind AS 109 Financial Instruments
Ind AS 12 Appendix C, Uncertainty over Income Tax The amendments to Ind AS 109 relate to classification of a
Treatments is applied while performing the determination financial instruments with prepayment feature with
of taxable profit or loss, tax bases, unused tax losses, negative compensation. Negative compensation arises
unused tax credits and tax rates, for uncertainty over where the terms of the contract of the financial instrument
income tax treatments. The Company determines whether permit the holder to make repayment or permit the lender
it is probable that the relevant taxation authority would or issuer to put the instrument to the borrower for
accept an uncertain tax treatment, or group of uncertain repayment before the maturity at an amount less than the
tax treatments, that the Company have used or plan to unpaid amounts of principal and interest. According to the
use in its income tax filings. The Company reflects the amendments, these instruments can be classified as
effect of uncertainty for each uncertain tax treatment by measured at amortised cost, or measured at fair value
using either the most likely amount or the expected value through profit or loss, or measured at fair value through
of the tax treatment, for determining taxable profit or tax other comprehensive income by the lender or issuer if the
loss, tax bases, unused tax losses, unused tax credits and respective conditions specified under Ind AS 109 are
tax rates. satisfied. These amendments did not have any impact on
the Ind AS financial statements.
Upon adoption of the interpretation, the Company
considered whether it has any uncertain tax positions. The 2.3 Standards issued but not yet effective
Company based on tax opinions and its tax compliance There are no standards or amendments issued on or
determined that it is probable that its tax treatments will before March 31, 2020 but not yet effective, which may
be accepted by the taxation authorities. This interpretation have any material impact on the Ind AS financial
did not have any material impact on the Ind AS financial statements of the Company.
statements.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

3. Property, plant and equipment

Net book
cost depreciation
value
As at April As at March As at April For the On As at March As at March
Additions Deletions
1, 2019 31, 2020 1, 2019 year Deletions 31, 2020 31, 2020
Freehold land 6,867.78 - 49.99 6,817.79 - - - - 6,817.79
Buildings 5,170.43 25.57 8.63 5,187.37 609.22 175.27 2.11 782.38 4,404.99
Railway sidings 500.41 57.96 1.53 556.84 183.58 45.38 0.71 228.25 328.59
Roads, drainage and culverts 423.49 - - 423.49 168.66 30.63 - 199.29 224.20
Plant and equipment(a) 60,654.46 1,614.11 395.24 61,873.33 12,143.11 3,955.26 171.98 15,926.39 45,946.94
Electrical installations and fittings 254.86 - - 254.86 106.74 28.10 - 134.84 120.02
Office equipment 350.68 - - 350.68 167.55 35.28 - 202.83 147.85
Furniture and fixtures 310.96 86.33 1.49 395.80 181.45 38.29 1.27 218.47 177.33
Cranes and locomotives 183.36 23.71 - 207.07 63.91 20.16 - 84.07 123.00
Vehicles - Owned 211.71 66.20 - 277.91 56.39 40.17 - 96.56 181.35
Right-of-use land (Refer Note 33) 1,989.94 - - 1,989.94 - 96.53 - 96.53 1,893.41

Right-of-use buildings
(Refer Note 33) 25.26 215.31 - 240.57 - 30.57 - 30.57 210.00

total 76,943.34 2,089.19456.88 78,575.65 13,680.61 4,495.64176.07 18,000.18 60,575.47

OpeningAdditions CapitalisedClosing
capital work-in-progress(a)3,418.08 3,318.08 2,089.19 4,646.97

Previous year
costdepreciationNet book value

As at April 1, 2018 Deletions As at March As at AprilFor theOnAs at March As at March

Additions
31, 20191, 2018 yearDeletions31, 201931, 2019
Freehold land 6,867.78 - - 6,867.78 - - - - 6,867.78
Buildings 4,626.50 544.05 0.12 5,170.43 451.22 158.00 - 609.22 4,561.21
Railway sidings 500.41 - - 500.41 138.31 45.27 - 183.58 316.83
Roads, drainage and culverts 379.06 44.43 - 423.49 140.92 27.74 - 168.66 254.83
Plant and equipment (a) 57,561.18 3,672.44 579.16 60,654.46 8,933.33 3,465.86 256.08 12,143.11 48,511.35
Electrical installations and fittings 242.31 12.55 - 254.86 76.67 30.07 - 106.74 148.12
Office equipment 296.01 58.15 3.48 350.68 136.76 32.27 1.48 167.55 183.13
Furniture and fixtures 303.55 7.66 0.25 310.96 144.13 37.34 0.02 181.45 129.51
Cranes and locomotives 153.83 34.29 4.76 183.36 48.67 18.77 3.53 63.91 119.45
Vehicles - Owned 158.36 65.13 11.78 211.71 24.27 34.24 2.12 56.39 155.32
total 71,088.99 4,438.70 599.55 74,928.14 10,094.28 3,849.56 263.23 13,680.61 61,247.53
Opening Additions Capitalised Closing
capital work-in-progress(a) 3,303.21 4,553.57 4,438.70 3,418.08
(a) Plant and machinery and capital work-in-progress additions during the period includes ` Nil Lakhs (March 31, 2019 : ` 19.78
Lakhs) and ` 557.92 Lakhs (March 31, 2019: ` 226.86 Lakhs), respectively, towards capitalisation of borrowing cost. The rate used
to determine the amount of borrowing costs eligible for capitalisation was 10%, which is the average interest rate of long term
borrowing.
(b) Refer Note 15 and 19 for details of property, plant and equipment pledged as security.
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

4. Intangible assets
Net book
cost Amortisation
value
As at April As at March As at April For the On As at March As at March
Additions Deletions
1, 2019 31, 2020 1, 2019 year Deletions 31, 2020 31, 2020

Computer software 134.75 129.25 - 264.00 44.34 41.72 - 86.06 177.94

total 134.75 129.25 - 264.00 44.34 41.72 - 86.06 177.94
Opening Additions Capitalised Closing
Intangible assets under
39.03 90.22 129.25 -
development

Previous year
Net book
cost Amortisation
value
As at April As at March As at April For the On As at March As at March
1, 2018 Additions Deletions 31, 2019 1, 2018 year Deletions 31, 2019 31, 2019
Computer software 112.13 22.62 - 134.75 16.00 28.34 - 44.34 90.41
total 112.13 22.62 - 134.75 16.00 28.34 - 44.34 90.41

OpeningAdditions CapitalisedClosing
Intangible assets under development
-61.65 22.6239.03

Non-current
current
As atAs atAs atAs at march 31, 2020march 31, 2019march 31, 2020march 31, 2019

5. financial assets - Investments

(Unquoted)
Investments at fair value through profit or loss
Bangalore Beverages Limited 20,000.00 20,000.00 - -
[200,000 (March 31, 2019: 200,000) Redeemable
cumulative preference shares of ` 1 each with
coupon rate of 10% p.a. repayable after 20 years]
Less: Provision for impairment in value of
investment (Refer Note 36) 20,000.00 20,000.00 - -

Aditya Birla Sun Life Low Duration Fund -

Growth Regular Plan - - 0.10 -
[22.199 (March 31, 2019: Nil)
units of ` 483.69 each]
total - - 0.10 -

Aggregate amount of unquoted investment 20,000.00 20,000.00 0.10 -

(gross)
Aggregate amount of impairment in value of 20,000.00 20,000.00 - -
investment
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

Non-current current
As at As at As at As at
march 31, 2020 march 31, 2019 march 31, 2020 march 31, 2019
6. financial assets - loans
(Unsecured, considered good)
Financial assets at amortised cost
Security deposits 905.05 782.06 - -
total 905.05 782.06 - -

7. Other financial assets

Financial assets at fair value through profit or loss
Derivatives not designated as hedges 20.36 15.29 1,643.12 25.24
Financial assets at amortised cost
Rebate / discount receivable from suppliers - - 588.72 91.32
Interest accrued on deposits and receivables
Related parties (Refer Note 38) - - 1,687.78 578.38
Others - - 227.54 195.69
total 20.36 15.29 4,147.16 890.63

8. other assets
Unsecured, considered good
Capital advances 4,402.98 1,726.77 - -
Advances other than capital advances
Advance to a related party (Refer Note 38) - - 1,980.00 13.32
Advance to suppliers - - 263.64 255.06
Employees and other advances - - 2.97 4.92
Prepaid expenses 330.71 - 1,034.31 913.23
Goods and Services Tax (GST) refund receivable - - 4,596.45 2,214.15
Balance with statutory/government authorities
[Refer Note (a) below] - - 4,901.27 4,679.28

4,733.69 1,726.77 12,778.64 8,079.96

Unsecured, considered doubtful
Advances other than capital advances
Advances to United Breweries (Holdings)
Limited (Refer Note 36) 1,668.20 1,668.20 - -
Balance with statutory/government authorities - - 1,372.43 1,055.53
Less: Allowance for doubtful balances 1,668.20 1,668.20 1,372.43 1,055.53
- - - -
total 4,733.69 1,726.77 12,778.64 8,079.96

(a) Vide GST Notification No. 26/2018 dated June 13, 2018, the department amended definition of ‘Net Input Tax Credit’ for the
purpose of GST refund on account of inverted duty structure with effect from July 1, 2017 to include input tax credit availed
only on inputs which excludes input services. The Company had claimed refund of GST input tax credit on input services of `
1,206.29 Lakhs till April 17, 2018 which was subsequently refunded and has further recognized such input tax credit of `
4,961.86 Lakhs for subsequent period till March 31, 2020. Based on a tax opinion, a stay order dated September 18, 2018 of
the High Court of Gujarat in respect of application of another company and considering such credit is available for utilisation
also, the management is confident of refund/utilisation of aforesaid input tax credit. The Company has started utilising such
credit during the current year based on a tax advise obtained in this regard.
(b) There are no advances to directors or other officers of the Company or any of them either severally or jointly with any other
person or advances to firms or private companies, respectively, in which any director is a partner or a director or a member.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

As at As at
march 31, 2020 march 31, 2019
9. Inventories
(valued at lower of cost and net realisable value)
Raw materials and packing materials 11,345.33 16,507.68
[includes in transit - ` 56.81 Lakhs (March 31, 2019: ` 7,758.60 Lakhs)]
Work-in-progress - 223.15
Finished goods 5,017.12 10,015.35
Stock-in-trade [includes in transit ` 219.58 Lakhs (March 31, 2019: ` 3,850.50 Lakhs)] 1,797.27 18,632.66
Stores and spares [includes in transit ` 25.89 Lakhs (March 31, 2019: ` 23.73 Lakhs)] 6,451.67 8,493.66
total 24,611.39 53,872.50

During the period, an amount of ` Nil Lakhs (Previous year: ` 28.81 Lakhs) was recognised as an expense for inventories carried
at net realisable values.

10. trade receivables

From related parties (Considered good)
Unsecured (Refer Note 38) 8,382.23 7,414.20
8,382.23 7,414.20
From others (Considered good)
Secured 2,921.82 2,478.69
Unsecured 133,326.60 146,555.18
136,248.42 149,033.87
From others - (Credit impaired)
Unsecured 1,360.90 425.49
Less: Provision for impairment 1,360.90 425.49
- -
total 144,630.65 156,448.07

(a) Trade receivables include concession/subsidy receivable from the Government of India of ` 110,741.62 Lakhs (March 31,
2019: ` 111,542.63 Lakhs). Based on the Department of Fertilizers (“DoF”) Notification No. 12012/3/2010-FPP dated
April 2, 2014 (“Notification”), the Company has accrued subsidy income of ` 7,519.12 Lakhs (March 31, 2019: ` 6,190.65
Lakhs) for the period from April 1, 2014 onwards towards reimbursement of additional fixed cost at the rate of ` 350 per
metric tonne. Further, DoF vide Notification No. 12012/3/2010-FPP dated March 30, 2020 has removed the ambiguous
language in its Notification, which reconfirmed our eligibility for claim of additional fixed cost at the rate of ` 350 per metric
tonne, considering that the conditions as per the Notification have been fulfilled.
(b) No debts are due from directors or other officers of the Company or any of them either severally or jointly with any other
person. Also, no debts are due from firms or private companies, respectively, in which any director is a partner or a director or
a member.
(c) Trade receivables from dealers (other than related parties) are non-interest bearing during normal credit period and are
generally on terms of 15 to 120 days. Management is of view that there are no receivables included above which have
significant increase in credit risk.
(d) For terms and conditions relating to related party receivables, refer Note 38.
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

As at As at
march 31, 2020 march 31, 2019
11. cash and cash equivalents
Bank balances on current accounts 1,845.77 1,100.23
Bank balances on deposits accounts with original maturity of three months or less 19,451.56 3,060.00
Cheques, drafts in hand - 2.50
Cash on hand 2.07 1.99
total 21,299.40 4,164.72
Cash and cash equivalent balances don’t include any amounts which are not avaliable for use by the Company.

12. other bank balances

Bank balances on unpaid dividend accounts* 198.61 226.76
Margin money deposits 1,561.10 570.00
total 1,759.71 796.76
* The Company can utilise these balances only towards settlement of respective unpaid dividend amounts.

Break up of financial assets carried at amortised cost

Non-current current
As at As at As at As at
march 31, 2020 march 31, 2019 march 31, 2020 march 31, 2019
Trade receivables (Refer Note 10) - - 144,630.65 156,448.07
Cash and cash equivalents (Refer Note 11) - - 21,299.40 4,164.72
Other bank balances (Refer Note 12) - - 1,759.71 796.76
Loans (Refer Note 6) 905.05 782.06 - -
Others (Refer Note 7) - - 2,504.04 865.39
total 905.05 782.06 170,193.80 162,274.94

13. equity share capital

Authorised share capital
12,40,00,000 (March 31, 2019: 12,40,00,000) equity shares of ` 10 each 12,400.00 12,400.00

6,00,000 (March 31, 2019: 6,00,000) 13% redeemable cumulative preference shares of
600.00 600.00
` 100 each
13,000.00 13,000.00
Issued shares
12,00,00,044 (March 31, 2019: 12,00,00,044) equity shares of ` 10 each 12,000.00 12,000.00
12,000.00 12,000.00
subscribed and fully paid-up shares
11,85,15,150 (March 31, 2019: 11,85,15,150) equity shares of ` 10 each 11,851.52 11,851.52
Forfeited shares (amount originally paid-up) 3.35 3.35
11,854.87 11,854.87

(a) reconciliation of the shares outstanding at the beginning and at the end of the reporting period
As at march 31, 2020 As at march 31, 2019
Nos. ` in Lakhs Nos. ` in Lakhs
At the beginning of the year 118,515,150 11,851.52 118,515,150 11,851.52
Changes during the year - - - -
outstanding at the end of the year 118,515,150 11,851.52 118,515,150 11,851.52
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

(b) terms/rights attached to equity shares

The Company has only one class of equity shares issued and paid-up having a par value of ` 10 per share. Each holder of
equity share is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

(c) details of shares held by holding company and shareholders holding more than 5% shares in the company

As at march 31, 2020 As at march 31, 2019

Name of the shareholder
Nos. % Nos. %
Equity shares of ` 10 each fully paid
Zuari Agro Chemicals Limited (Holding Company) 64,028,362 54.03% 62,843,211 53.03%
Recovery Officer DRT II 17,940,205 15.14% 15,395,972 12.99%
As per records of the Company, the above shareholding represents legal ownership of shares.
No shares have been issued for consideration other than cash for a period of five years immediately preceding the reporting date.

As atAs at
march 31, 2020march 31, 2019
14. other equity
capital redemption reserve
Balance as per last Ind AS financial statements 480.78 480.78

General reserve
Balance as per last Ind AS financial statements 5,385.71 5,385.71

retained earnings*
Balance as per last Ind AS financial statements 31,794.83 30,011.22
Add: Profit for the year 6,455.32 3,287.93
Add: Other comprehensive income/(loss) 15.50 (75.56)
Less: Appropriations
Final equity dividend [amount per share ` 1 (Previous year: ` 1 per share)] 1,185.15 1,185.15
Tax on equity dividend 243.61 243.61
closing balance 36,836.89 31,794.83
total reserves and surplus 42,703.38 37,661.32

* Includes ` 5,917.55 Lakhs as at March 31, 2020 (March 31, 2019: ` 6,003.17 Lakhs) relating to revaluation of property, plant
and equipment.

distribution made and proposed

Cash dividends on equity shares declared and paid:
Dividend for the year ended March 31, 2019: ` 1 per share
(Previous year: ` 1 per share) 1,185.15 1,185.15
Dividend distribution tax 243.61 243.61
1,428.76 1,428.76
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

As at As at
march 31, 2020 march 31, 2019
Proposed dividends on equity shares:
Dividend for the year ended March 31, 2020: ` 0.50 per share
(Previous year: ` 1 per share) 592.58 1,185.15
Dividend distribution tax - 243.61
592.58 1,428.76

Proposed dividend on equity shares is subject to approval at the annual general meeting and is not recognised as a liability
(includ- ing dividend distribution tax thereon) as at year end.

15. Non-current borrowings

Non-current portion current portion
As at As at As at As at
march 31, 2020 march 31, 2019 march 31, 2020 march 31, 2019

Secured (at amortised cost)

Foreign currency term loan from a bank 1,050.78 1,976.20 1,062.73 994.08
Indian currency term loans from banks 18,526.03 24,055.63 5,573.91 3,614.69
Indian currency vehicle loans from bank 45.75 86.76 40.68 41.01
19,622.56 26,118.59 6,677.32 4,649.78
Unsecured (at amortised cost)
Foreign currency term loans from bank 650.78 913.73 326.42 305.47
Lease liabilities (Refer Note 33) 2,094.64 - 72.55 -
2,745.42 913.73 398.97 305.47
Less: Amount disclosed under the head “Other
- - 7,076.29 4,955.25
financial liabilities” (Refer Note 16)
total 22,367.98 27,032.32 - -

secured borrowings
Foreign currency term loan
Term loan from a bank of ` 2,113.51 Lakhs (including current maturites of ` 1,062.73 Lakhs) [March 31, 2019: ` 2,970.28 Lakhs
(including current maturities of ` 994.08 Lakhs)] carries interest of 11.24% p.a. [March 31, 2019 : 11.24% p.a.] The loan is
repayable in 14 equal installments on April and October of each year. The loan is secured by hypothecation of assets purchased
out of said loan and guarantee issued by Finnvera, the state owned export credit agency of Finland.
Indian currency term loans
Term loan from a bank of ` 7,954.74 Lakhs (including current maturites of ` 1,990.58 Lakhs) [March 31, 2019: ` 9,930.85 Lakhs
(including current maturities of ` 1,987.96 Lakhs)] carries interest in the range of 11.15% p.a. to 12.00% p.a. [March 31, 2019:
11.15% p.a.] The loan is repayable in 20 equal quarterly installments starting from the end of moratorium period which is 2 years
from the date of disbursement. The loan is secured by first pari-passu charge on all movable and immovable fixed assets
(alongwith working capital lenders), other than fixed assets exclusively charged to other lenders.
Term loan from a bank of ` Nil Lakhs (including current maturites of ` Nil Lakhs) [March 31, 2019: ` 866.33 Lakhs (including
current maturities of ` 866.33 Lakhs)] carries interest in the range of 12.80% p.a. to 13.30% p.a. [March 31, 2019 : 12.80%
p.a.] The loan is repayable in 84 equal monthly installments commencing on December 8, 2012. The loan is secured by first
charge on fixed assets funded through the term loan and first pari-passu charge on all fixed assets including all immovable and
movable properties, both present and future (other than fixed assets exclusively charged to other lenders), with other
participating working capital lenders.
Term loan from a bank of ` 4,458.78 Lakhs (including current maturites of ` 992.14 Lakhs) [March 31, 2019: ` 4,941.73 Lakhs
(including current maturities of ` 494.92 Lakhs)] carries interest in the range of 10.20% p.a. to 10.85% p.a. [March 31, 2019:
10.35% p.a. to 11.40% p.a.] The loan is repayable in 20 quarterly installments starting from the end of moratorium period
15 months from the date of first disbursement. The loan is secured by first pari-pasu charge on all movable and immovable fixed
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
assets, both present and future (other than fixed assets exclusively charged to other lenders) and second pari-passu charge on all
current assets, both present and future.
Term loan from a bank of ` 11,686.42 Lakhs (including current maturites of ` 2,591.19 Lakhs) [March 31, 2019: ` 11,931.41
Lakhs (including current maturities of ` 265.49 Lakhs)] carries interest in the range of 8.00% p.a. to 10.15% p.a. [March 31,
2019 : 9.91% p.a. to 10.22% p.a.] The loan is repayable in 15 quarterly installments starting from the end of moratorium period
of 18 month from the date of disbursement. The loan is secured by first pari-passu first charge over all movable and immovable
fixed assets including plant and machinery of the Company (excluding assets exclusively charged to other banks) and first pari-
passu with any other security provided to any other lenders including working capital lenders.
Indian currency vehicle loans
Vehicle loans from a bank of ` 86.43 Lakhs (including current maturites of ` 40.68 Lakhs) [March 31, 2019: ` 127.77 Lakhs
(including current maturities of ` 41.01 Lakhs)] carry interest at 8.36% p.a. [March 31, 2019 : 8.36% p.a.] The loan is repayable
in 30 to 48 monthly installments and is secured by first pari-passu charge on fixed assets financed by the said term loans.
Unsecured borrowings
Foreign currency term loan
Term loan from a bank of ` 977.20 Lakhs (including current maturites of ` 326.42 Lakhs) [March 31, 2019: ` 1,219.20 Lakhs
(including current maturities of ` 305.47 Lakhs)] carries fixed interest of 11.80% p.a. [March 31, 2019 : 11.80% p.a.] The loan is
4 equal installments on August and February of each year. The loan is secured by guarantee issued by Eksport Kredit Fonden plc (EKF), the state owned export credit agen

ncial liabilities
rrent
tAs at march 31, 2020 march 31, 2019 march 31, 2020 march 31, 2019

Financial liabilities at fair value through profit or

loss
Derivatives not designated as hedges 275.66 546.19 212.67 3,275.12
Financial liabilities at amortised cost
Current maturities of long-term borrowings
- - 7,076.29 4,955.25
(Refer Note 15)
Liabilities for capital goods - - 370.70 752.27
Interest accrued but not due on borrowings - - 1,257.72 1,902.42
and others
Security deposits (unsecured) - - 5,128.78 3,815.52
Employee benefits payable - - 973.34 917.67
Other expenses payable - - 2,145.92 2,126.59
Unpaid dividend* - - 198.61 226.76
total 275.66 546.19 17,364.03 17,971.60
* There are no amounts due for payment to the Investor Education and Protection Fund under the Companies Act, 2013 as at year end.

17. Provisions
Non-current current
As at As at As at As at
march 31, 2020 march 31, 2019 march 31, 2020 march 31, 2019
Provision for employee benefits
Gratuity (Refer Note 27) 1,413.75 1,624.64 273.48 104.61
Compensated absences - - 918.82 942.14
total 1,413.75 1,624.64 1,192.30 1,046.75
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

18. deferred tax liabilities (net)

Balance sheet Statement of profit and loss
As at
As at for the year for the year
march 31, 2020
march 31, 2019 ended march 31, ended march 31,
2020 2019
Deferred tax liabilities
Fixed assets: Impact of difference between
tax depreciation and depreciation/amortisation 11,060.35 13,773.47 (2,713.12) (448.52)
charged for the financial reporting
Others 75.72 81.02 (5.30) (157.22)
11,136.07 13,854.49 (2,718.42) (605.74)
Deferred tax assets
Business losses and unabsorbed depreciation - 3,109.15 (3,109.15) (2,614.57)
Allowance for doubtful receivables 343.95 148.68 195.27 -
Provision for gratuity and compensated absences 655.95 933.49 (277.54) 110.13
Lease Liability 566.85 - 566.85 -
Others 388.52 412.62 (24.10) 213.18
MAT credit entitlement 8,311.60 7,495.18 816.42 1,268.00
10,266.87 12,099.12 (1,832.25) (1,023.26)
Net deferred tax liability 869.20 1,755.37
deferred tax (credit)/charge (886.17) 417.52

Based on the profitability projections, the management is confident that there would be sufficient taxable profits in future which
will enable the Company to utilize the aforesaid MAT credit entitlement. Accordingly, deferred tax asset have been recognised on
the same. Also Refer Note 31.

reconciliation of movement in deferred tax liabilities (net)

Balance at the beginning of the year 1,755.37 1,337.85
Tax charge/(credit) during the year
Recognised in profit and loss (894.50) 458.11
Recognised in OCI 8.33 (40.59)
(886.17) 417.52
Balance at the end of the year 869.20 1,755.37

As at As at
march 31, 2020 march 31, 2019
19. current borrowings
Secured borrowings
Foreign currency buyer’s/suppliers’ credit from banks 46,132.34 80,636.04
Indian currency bills discounted with banks 48,807.90 39,271.22
Indian currency cash credit from banks 58.63 271.30
Indian currency short term loan from bank 23,273.43 17,541.02
118,272.30 137,719.58
Unsecured borrowings
Indian currency short term loans from banks 2,905.48 1,594.55
2,905.48 1,594.55
total 121,177.78 139,314.13
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

secured borrowings
The facilities are secured by first pari-passu charge on all current assets (both present and future) and property, plant and
equipment of the Company, excluding assets which are exclusively charged to other lenders. These facilities are repayable within
12 months period. The interest carried on these facilities are - buyers/suppliers credits: 2.48% to 4.21% p.a. [March 31, 2019 :
3.09% p.a. to 4.21% p.a.], bills discounted: 7.25% to 9.00% p.a. [March 31, 2019 : 8.20% p.a. to 8.50% p.a.], cash credit:
10.15% to 11.75% p.a.
[March 31, 2019 : 9.55% p.a. to 13.05%]
The short term loan from bank carries interest rate of 6.15% p.a. (fully borne and paid directly by Government of India to the
bank) [March 31, 2019 : 8.20% p.a. (including 7.72% p.a. borne and paid directly by Government of India to the bank)] and is
secured by subsidy receivable of equal amount from the Government of India, Ministry of Chemicals & Fertilizers under Special
Banking Arrangement.
Unsecured borrowings
The short term loans are repayable over a maturity period of 45 to 120 days and carry floating interest rate of 9.28% to 9.60%.
[March 31, 2019 : 7.05% p.a. to 7.90% p.a.]
As at As at
march 31, 2020 march 31, 2019
20. trade payables
Dues to related parties (Refer Note 38) 5.58 10.78
Others* 57,517.56 51,218.30
total 57,523.14 51,229.08
* Includes outstanding dues of micro and small enterprises (Refer Note 37 for details)
For explanations on the Company’s credit risk management processes, refer Note 41.
Trade payables (other than related parties) are normally non-interest bearing and are settled on 30 to 90 days term. For Terms and
condition for related parties refer note 38.
21. other current liabilities
Statutory dues payable 353.16 330.39
Contract liabilities - Advances from customers** 3,214.32 1,451.88
total 3,567.48 1,782.27
** Revenue recognised from amounts included in contract liabilities at the beginning of the year is ` 1,305.62 Lakhs (March 31,
2019: ` 942.18 Lakhs).
Break up of financial liabilities carried at amortised cost
Non-current current
As at As at As at As at
march 31, 2020 march 31, 2019 march 31, 2020 march 31, 2019
Long Term Borrowings (Refer Note 15) 22,367.98 27,032.32 - -
Short Term Borrowings (Refer Note 19) - - 121,177.78 139,314.13
Trade Payables (Refer Note 20) - - 57,523.14 51,229.08
Others (Refer Note 16) - - 17,151.36 14,696.48
total 22,367.98 27,032.32 195,852.28 205,239.69
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year ended for the year ended

march 31, 2020 march 31, 2019
22. revenue from contracts with customers
Sale of products (including concession/subsidy on fertilisers)
Manufactured 223,088.00 224,518.58
Traded 47,802.71 82,639.87
Sale of services 123.74 98.31
Other operating revenues (scrap sales) 69.97 107.00
total 271,084.42 307,363.76

(a) disaggregated revenue information

Manufactured
Urea 121,477.52 130,166.98
Complex fertilizers 92,850.28 85,889.55
Others 8,760.20 8,462.05
223,088.00 224,518.58
Traded
Complex fertilizers 19,798.98 36,540.88
Muriate of Potash (MOP) 13,332.41 26,789.53
Others 14,671.32 19,309.46
47,802.71 82,639.87

(b) timing of revenue recognition

Products transferred for a point in time 270,960.68 307,265.45
Services rendered at a point in time 123.74 98.31
271,084.42 307,363.76

(c) reconciliation of amount of revenue recognised with contract price

Revenue as per contracted price (including concession / subsidy on fertilisers) 282,237.91 314,001.63
Adjustments
Rebates (10,752.56) (6,179.79)
Others (400.93) (458.08)
revenue from contracts with customers 271,084.42 307,363.76
(d) Sales of products include government concession/subsidies amounting to ` 143,053.44 Lakhs (Previous year: ` 161,383.03
Lakhs). The urea concession has been estimated and accounted as per the Government of India notification dated June 17, 2015.
The subsidy on phosphatic and complex fertilisers has been accounted based on the rates announced by the Government of India
under Nutrient Based Subsidy Policy, from time to time.
(e) The Company recognises Urea concession income from the Government of India (GOI) based on estimates and changes, if any,
are recognised in the year of finalisation of the prices by the GOI under the scheme. Accordingly, revenue for the year ended
March 31, 2020 include additional urea concession income of ` 1,053.65 Lakhs (Previous year: ` 3,050.79 Lakhs) relating to
immediately preceeding financial year recognised on finalization of escalation/de-escalation claims. The urea concession income
for the year ended March 31, 2020 have been recognized based on estimates and are pending finalisation by the GOI.
(f) For details of contract balances, refer Notes 10 and 21. Also refer Note 39 for segment information.
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year ended for the year ended

march 31, 2020 march 31, 2019
23. other income
Interest income on bank deposits and others 2,135.01 994.26
Rental income 77.78 75.48
Insurance claim received 87.85 38.61
Liabilities no longer required written back - 9.74
Other non-operating income 21.08 85.38
total 2,321.72 1,203.47

24. cost of materials consumed

Inventories at the beginning of the year 16,507.68 15,779.45
Add: Purchases 134,867.87 157,820.43
Less: Inventories at the end of the year 11,345.33 16,507.68
consumption 140,030.22 157,092.20

Materials consumed
Naphtha* 63,902.24 70,559.79
Phosphoric acid 46,187.26 47,826.87
Imported ammonia 16,602.59 20,221.20
Others 13,338.13 18,484.34
total 140,030.22 157,092.20

*The Company recognises purchase of Naphtha based on proforma invoices and changes, if any, are accounted on receipt of the
final invoices from the suppliers. Management believes that the changes, if any, in relation to final invoices pending to be received
and accounted as at year end are not expected to be material.
25. Purchases of stock-in-trade
Complex fertilizers 5,715.97 38,592.51
Muriate of Potash (MOP) 7,151.20 20,060.78
Others 9,735.54 15,712.19
total 22,602.71 74,365.48

26. Change in inventories of finished goods, stock-in-trade and work-in-progress

Inventories at the beginning of the year
Finished goods 10,015.35 5,403.64
Stock-in-trade 18,632.66 13,594.15
Work-in-progress 223.15 2.49
28,871.16 19,000.28
Less: Inventories at the end of the year
Finished goods 5,017.12 10,015.35
Stock-in-trade 1,797.27 18,632.66
Work-in-progress - 223.15
6,814.39 28,871.16
decrease/(Increase) in inventories 22,056.77 (9,870.88)
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year for the year ended

ended
march 31, 2020 march 31, 2019
27. Employee benefits expense
Salaries, wages and bonus 6,005.81 6,014.45
Gratuity expense [refer note (i) below] 237.45 219.37
Contribution to provident and other funds [refer note (ii) below] 470.92 439.54
Staff welfare expenses 372.08 397.26
total 7,086.26 7,070.62

(i) The Company operates defined benefit plan i.e., gratuity for its employees. Under the gratuity plan, every employee who has
completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year
of service. The fund has the form of a trust and it is governed by the Board of Trustees who is responsible for the
administration of the plan assets and for the definition of the investment strategy.
The following table summarises the components of net benefit expenses and the funded status for the plan:
(a) Cost charged to the statement of profit or loss under employee cost
Current service cost 103.15 103.23
Interest cost 150.69 144.58
Return on plan assets (16.39) (28.44)
Net employee benefit expense 237.45 219.37

(b) Remeasurement (loss)/gain recognised in other comprehensive income

Actuarial (loss)/gain
Change in financial and demographic assumptions (6.50) (22.39)
Experience variance (actual vs assumption) 34.57 (81.11)
Actuarial (loss) on assets (4.24) (12.65)
Net actuarial gain/(loss) 23.83 (116.15)

(c) Changes in the present value of the defined benefit obligation

Obligations at beginning of the year 1,940.21 1,866.85
Current service cost 103.15 103.23
Interest cost 150.69 144.58
Benefits paid (311.69) (277.95)
Actuarial(gain)/ loss (28.07) 103.50
obligations at end of the year 1,854.29 1,940.21

(d) Change in fair value of plan assets

Plan assets at the beginning of the year 210.96 367.25
Return on plan assets 16.39 28.44
Contributions during the year 255.64 105.87
Benefits paid (311.69) (277.95)
Actuarial (loss) (4.24) (12.65)
Plan assets at end of the year 167.06 210.96

(e) Benefit asset/(liability)

Fair value of plan assets 167.06 210.96
Less: Present value of defined benefit obligations (1,854.29) (1,940.21)
Benefit (liability) (1,687.23) (1,729.25)
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year ended for the year ended

march 31, 2020 march 31, 2019
(f) Major category of plan assets included in fair value of plan assets
Fund balance with insurance companies 167.06 210.96
total 167.06 210.96

(g) The principal assumptions used in determining gratuity obligations for the Company plan are as shown below:
Discount rate 6.85% 7.75%
Salary increase rate 6.50%-8.00% 7.50%-9.00%
Employee turnover 1.00%-3.00% 1.00%-3.00%
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market. The overall rate of return on assets is
determined based on the market price prevailing on that date, applicable to the period over which the obligation is to be
settled.

(h) A quantitative sensitivity analysis for significant assumption is as below:

As at march 31, 2020 As at march 31, 2019

0.5% increase 0.5% decrease 0.5% increase 0.5% decrease

Impact on defined benefit obligation
Discount rate (1,794.02) 1,919.42 (1,880.16) 2,004.90
Salary increase rate 1,919.11 (1,793.77) 2,004.51 (1,879.98)
Employee turnover (1,855.85) 1,852.48 (1,940.86) 1,939.41
Mortality rate (1,854.37) 1,854.20 (1,940.25) 1,940.17
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable change in key assumptions occurring at the end of the reporting period.
(i) The following payments are expected contribution to the defined benefit plans in future years:

for the year for the year ended

ended
march 31, 2020 march 31, 2019
Within next 12 months 440.53 104.61
Between 2 to 5 years 816.05 1,137.32
Between 6 to 10 years 428.38 472.22
More than 10 years 1,832.00 2,074.22
total 3,516.96 3,788.37
The average duration of the defined benefit plan obligation at the end of the reporting year is 7 years (March 31, 2019: 6
years).

(ii) Contribution to provident and other funds includes the following defined contributions:

Provident fund 280.18 263.34

Superannuation fund and national pension scheme 172.65 156.51
Others 18.09 19.70
total 470.92 439.54

28. finance costs

Interest expense* 8,827.69 9,540.03
Exchange difference regarded as adjustment to borrowing cost 1,606.99 631.43
Other borrowing costs ** 713.01 930.47
total 11,147.69 11,101.93

*Includes interest on income tax of ` 30.00 Lakhs (Previous year: ` Nil Lakhs).
** Refer Note 33 for interest on leases
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year ended for the year ended

march 31, 2020 march 31, 2019
29. Depreciation and amortisation expense
Depreciation of property, plant and equipment 4,495.64 3,849.56
Amortisation of intangible assets 41.72 28.34
total 4,537.36 3,877.90

30. Other expenses

Consumption of stores and spares 856.33 951.50
Power, fuel and water 29,368.19 28,437.97
Bagging and other contracting charges 797.36 781.20
Transportation 14,997.95 18,368.71
Repairs and maintenance
Buildings 102.23 143.39
Plant and equipment 2,548.77 2,813.86
Others 546.44 760.71
Rent 523.42 920.81
Rates and taxes 8.84 8.25
Insurance 927.79 386.81
Travelling and conveyance 298.13 340.29
Net loss on disposal of property, plant and equipment 280.82 325.37
Allowance for doubtful advances 316.90 894.23
Impairment of trade receivable 941.01 -
Director’s sitting fees 22.50 24.15
Auditors remuneration (refer details below) 43.49 37.80
CSR expenditure (refer details below) 105.21 60.79
Donations 6.17 5.83
Foreign exchange differences (net) 3,499.04 2,071.26
Miscellaneous expenses 2,710.72 2,583.01
total 58,901.31 59,915.94

Payment to Auditors
As Auditor
Statutory audit fee 20.00 17.50
Limited review fee 10.50 9.00
Tax audit fee - 3.50
In other capacity
Certification fees 6.50 4.50
Others (including reimbursement of expenses) 6.49 3.30
total 43.49 37.80

CSR expenditure
Gross amount required to be spent by the Company during the year 104.30 50.34
Amount spent during the year (other than on construction/acquisition of any asset) 105.21 60.79
Amount yet to be spent/paid - -
total 105.21 60.79
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year ended for the year ended

march 31, 2020 march 31, 2019
31. Tax expenses
Income tax related to items charged or credited to statement of profit and loss during the year:
Profit and loss section
Current tax (MAT) 1,483.00 1,268.00
Deferred tax charge/(credit)
MAT credit entitlement (816.42) (1,268.00)
Deferred tax charge for prior years 119.83 16.68
Deferred tax (credit)/charge on others (197.91) 1,709.43
total 588.50 1,726.11
Deferred tax expense for the year includes deferred tax charge/(credit) relating to prior period recognized towards true-up
adjustment on filing of income tax returns by the Company.
other comprehensive income
Deferred tax (credit)/charge on remeasurement of defined benefit plan 8.33 (40.59)
total 8.33 (40.59)
Reconciliation of tax expense with accounting profit multiplied by statutory income tax rate:
Accounting profit before income tax 7,043.82 5,014.04
Tax as per statutory income tax rate of 34.94% (Previous year: 34.94%) 2,461.39 1,751.91
Non-deductible expenses for tax purposes
CSR expenditure 36.76 21.24
Unrealised foreign exchange gain on capital items (11.53) (69.14)
Deferred tax charge for prior years 119.83 16.68
Other non-deductible expenses 38.92 5.42
Impact of change in tax rate for future period* (2,056.87) -
Income tax expense reported in statement of profit and loss account 588.50 1,726.11
Effective tax rate 8.35% 34.43%
* During the current year end, assessment has been performed by the Company regarding utilization of Minimum Alternate Tax
(MAT) on the basis of future profitability projections. Further, the management also assessed it to be probable that post utilization
of MAT the Company will be exercising option to pay Income Tax at reduced rates as per the provisions/conditions defined in the
new Section 115BAA in the Income Tax Act, 1961, inserted vide the Taxation Laws (Amendment) Ordinance 2019 and
consequently, tax credit of ` 2,056.87 lakhs has been recorded in the financial results for current year ended March 31, 2020.
32. earnings per share (ePs)
The following reflects the profit and share data used in the basic and diluted EPS computation:
Net profit attributable to equity shareholders 6,455.32 3,287.93
Weighted average number of equity shares considered for calculating basic/diluted
EPS 118,515,150 118,515,150
earnings per share (Basic/diluted) 5.45 2.77
33. leases
The Company as a lessee
The Company has lease contracts for land, buildings and tanks. The leases for land generally have lease terms between 1 to 30
years, while others generally have lease terms between 1 to 9 years. The Company’s obligations under its leases are secured by
the lessor’s title to the leased assets. Generally, the Company is restricted from assigning and sub-leasing the leased assets. There
are several lease contracts that include extension and termination options, which are further discussed below.
The Company also has certain leases with lease terms of 12 months or less and leases with low value. The Company applies the
‘short term lease’ and ‘lease of low value assets’ recognition exemptions for these leases.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)
Refer Note 3 for details of carrying amounts of right-of-use assets recognised and the movements during the year. Set out below
are the carrying amounts of lease liabilities (included under interest bearing borrowings) and the movements during the year:
for the year ended
march 31, 2020
At the beginning of the year (recognised on transition to Ind AS 116) 2,015.20
Additions 215.31
Accretion of interest 217.39
Payments (280.71)
At the end of the year 2,167.19
Current 72.55
Non-current 2,094.64
The maturity analysis of lease liabilities are disclosed in Note 40(c). The following are the amounts recognised in the statement of
profit or loss:
Depreciation expense of right-of-use assets 127.10
Interest expense on lease liabilities 217.39
Expense relating to short term leases (included in rent expense) 523.42
Total amount recognised in the statement of profit or loss 867.91
The Company had total cash outflows for leases of ` 798.55 Lakhs (Previous year: ` 920.81 Lakhs). The Company also had non-
cash additions to right-of-use assets and lease liabilities of ` 215.31 Lakhs (Previous year: Nil). The future cash outflows relating
to leases that have not yet commenced are as below:
for the year ended
march 31, 2020 for the year ended
march 31, 2019
Within one year - 12.76
After one year but not more than five years - 16.29
More than five years - -
total - 29.05
The Company has several lease contracts that include extension and termination options. These options are negotiated by
management to provide flexibility in managing the leased asset portfolio and align with the Company’s business needs.
Management exercises significant judgement in determining whether these extension and termination options are reasonably
certain to be exercised.
The effective interest rate for lease liabilities is 10%, with maturity between 2021-2042
There are no future rental payments relating to periods following the exercise date of extension and termination options that are
not included in the lease term.
for the year ended
march 31, 2020
Expense relating to leases of low value assets (refer note 33) -
Expense relating to short term leases (refer note 33) 31.54
Variable lease payments (refer note 33) 492.47
Total Lease Payments not considered as Lease payments under Ind AS 116 524.00
The Company as a lessor
The Company has entered into cancellable operating leases in respect of a portion of its land and building. These leases have
terms of between 10 years and above. The leases include a clause to enable upward revision of the rental charge on an annual
basis according to prevailing market conditions. The total rents recognised as income during the year is ` 77.78 Lakhs (Previous
year:
` 75.48 Lakhs).
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

for the year ended for the year ended

march 31, 2020 march 31, 2019
34. capital and other commitments
(a) Estimated amount of contract remaining to be executed (net of
capital advances) on capital account and not provided for 17,987.84 18,173.86
(b) For commitments relating to lease arrangements, refer Note 33.
35. contingent liabilities
(a) Claims against the Company not acknowledged as debts
Income tax 358.04 358.04
Excise duty 5,338.91 5,338.91
Entry tax 351.96 351.96
Customs duty 400.63 356.83
Service tax 15.49 27.41
Value added tax 8,332.29 14.20
Others 97.08 24.14
The income tax matters under appeal include certain deductions claimed by the Company for financial years 2012-13 and
2013-14 which have resulted in tax losses, on which deferred tax assets have been recognized and utilized against taxable
profits of following years, which have been disallowed by the income tax authorities and the differential tax liability (deferred
tax / regular tax) that may arise is estimated to be ` 3,315 Lakhs and interest thereon. The Company is contesting aforesaid
disallowances and the management, based on independent tax opinions, believes that its position will likely be upheld in the
appellate process and accordingly no expense has been accrued in this regard.
The Company is contesting aforesaid demands and the management, based on advise of its advisors, believes that its
position will likely be upheld in the appellate process. No expense has been accrued in the financial statements for these
demands raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse
effect on the Company’s financial position and results of operations. The Company does not expect any reimbursements in
respect of the above contingent liabilities.
In addition, the Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business.
The Company’s management reasonably does not expect that these legal actions, when ultimately concluded and
determined, will have any material effect on the Company’s results of operations or financial condition.

(b) Other money for which the Company is contingently liable

Bank guarantees 1,050.72 2,930.05
36. The Company in an earlier year had engaged an independent firm to carry out forensic review of certain transactions relating
to investment in preference shares of Bangalore Beverages Limited and advances to United Breweries (Holdings) Limited, which
indicated that these transactions may have involved irregularities. This investment of ` 20,000 Lakhs and advances of ` 1,668.20
Lakhs aggregating to ` 21,668.20 Lakhs were fully provided for during the year ended March 31, 2016.
Zuari Fertilisers and Chemicals Limited, the holding company (now merged with Zuari Agro Chemicals Limited) had filed a petition
before the National Company Law Tribunal, Bengaluru (“NCLT”) to claim accountability of erstwhile promoter group for the
aforesaid irregularities. On August 19, 2019, the aforesaid petition has been withdrawn and accordingly this matter has been
disposed of by the NCLT.
37. Details of dues to micro and small enterprises as defined under the Micro, Small and Medium Enterprises
Development
(msmed) Act, 2006
for the year ended for the year ended
march 31, 2020 march 31, 2019
The principal amount and the interest due thereon remaining unpaid to
any supplier as at the end of each accounting year
- Principal amount due to micro and small enterprises* 455.62 286.91
- Interest due on above 0.67 0.67
total 456.29 287.58
*Excluding liabilities for capital goods of ` 5.89 Lakhs (March 31, 2019 : ` 11.75 Lakhs).
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

The amount of interest paid by the buyer in terms of Section 16 of the MSMED
for the year ended for the year ended
march 31, 2020 march 31, 2019
Act, 2006 along with the amounts of the payment made to the supplier beyond - -
the appointed day during each accounting year
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the year) - -
but without adding the interest specified under the MSMED Act, 2006
The amount of interest accrued and remaining unpaid at the end of each
- 0.15
accounting year
The amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the
small enterprise for the purpose of disallowance as a deductible expenditure 0.67 0.67
under Section 23 of the MSMED Act, 2006
The information given above is to the extent such parties have been identified by the Company on the basis of information disclosed
by the suppliers.
38. related party disclosures
Names of related parties:
Names of related parties where control exists irrespective of whether transactions have occurred or
not: Holding Company : Zuari Agro Chemicals Limited (“ZACL”)

Common control : Paradeep Phosphates Limited (“PPL”)

Zuari Management Services Limited (“ZMSL”)
Names of other related parties with whom transactions have taken place during the year:
Key Management Personnel : Mr. N. Suresh Krishnan, Managing Director
Mr. K. Prabhakar Rao, Whole-time director
Mr. T.M. Muralidharan, Chief Financial
Officer
Mr. Vijayamahantesh Khannur, Company Secretary

Directors : Mr. Arun Duggal

Mr. Akshay Poddar
Mr. Sunil Sethy
Mr. D.A. Prasanna
Ms. Rita Menon
Mr. Narendra Mairpady (till April 5, 2019)
Mr. Pratap Narayan (till March 23, 2019)
Mr. Dipankar Chatterji (effective May 14, 2019)
Mr. Shashi Kant Sharma (effective August 12, 2019)
Enterprises in which directors/shareholders are interested : Lionel India Limited (“LIL”)
Adventz Finance Private Limited
Employee benefit trusts : MCF Ltd. Employees Gratuity Fund Trust (“MCF Gratuity Trust”)
MCF Ltd. Employees Superannuation Trust (“MCF Superannuation
Trust”)
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

Summary of transactions entered into with related parties during the period:
Key management
holding company common control Personnel and others
directors
March March March March March March March March 31,
31, 31, 31, 31, 31, 31, 31, 2019
Sale of goods (net) 2020 2019 2020 2019 2020 2019 2020
ZACL 2,825.80 6,100.28 - - - - - -
PPL - - 463.14 491.46 - - - -
2,825.80 6,100.28 463.14 491.46 - - - -
Purchase of goods (net)
ZACL - 4,579.11 - - - - - -
PPL - - - 1,491.99 - - - -
- 4,579.11 - 1,491.99 - - - -
Interest income
ZACL 1,121.67 642.65 - - - - - -
PPL - - 63.25 - - - - -
1,121.67 642.65 63.25 - - - - -
Purchase of services
ZMSL - - 124.41 109.12 - - - -
- - 124.41 109.12 - - - -
Travel expenses paid
LIL - - - - - - 87.60 78.21
- - - - - - 87.60 78.21
Reimbursement of expenses by the Company
ZACL* 12.64 950.56 - - - - - -
PPL - - - 49.77 - - - -
Adventz Finance Private Limited - - - - - - 20.29 -
Mr. Arun Duggal - - - - 48.00 48.00 - -
12.64 950.56 - 49.77 48.00 48.00 20.29 -
*Transactions for period ended March 31, 2019 includes payment made towards settlement of liability to another party.
Reimbursement of expenses to the Company
ZACL 670.80 2.57 - - - - - -
PPL - - 16.87 5.84 - - - -
670.80 2.57 16.87 5.84 - - - -
Sitting fees paid
Mr. Arun Duggal - - - - 4.05 3.45 - -
Mr. Dipankar Chatterji - - - - 3.10 - - -
Mr. Akshay Poddar - - - - 2.50 1.50 - -
Mr. Sunil Sethy - - - - 3.10 3.45 - -
Mr. D.A. Prasanna - - - - 5.05 4.35 - -
Ms. Rita Menon - - - - 4.20 2.40 - -
Mr. Narendra Mairpady - - - - - 5.50 - -
Mr. Pratap Narayan - - - - - 3.50 - -
Mr. Shashi Kant Sharma - - - - 0.50 - - -
- - - - 22.50 24.15 - -
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

Key management
holding company common control Personnel and others
directors
March March March March March March March March 31,
31, 31, 31, 31, 31, 31, 31, 2019
Dividend paid on equity 2020 2019 2020 2019 2020 2019 2020
shares
ZACL 640.28 628.43 - - - - - -
Adventz Finance Private Limited - - - - - - 7.50 -
Mr. Akshay Poddar - - - - 2.51 - - -
640.28 628.43 - - 2.51 - 7.50 -
Contributions made
MCF Gratuity Trust - - - - - - 255.64 105.87
MCF Superannuation Trust - - - - - - 109.14 105.28
- - - - - - 364.78 211.15

march 31, march 31,

Compensation of key management personnel* 2020 2019

Short term employee benefits 241.44 313.21
Post-employment gratuity and medical benefits - -
Termination benefits - -
Share-based payment transactions - -
total compensation paid to key management personnel 241.44 313.21
*The amounts disclosed above are the amounts recognised during the reporting period related to key management personnel. As
the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a whole, the amount
pertaining to the key management personnel is not ascertainable and, therefore, not included above.
Summary of balances as at year end:
Key management
holding company common control Personnel and others
directors
March March March March March March March March 31,
31, 31, 31, 31, 31, 31, 31, 2019
2020 2019 2020 2019 2020 2019 2020
Interest receivable
ZACL 1,680.76 578.38 - - - - - -
PPL - - 7.02 - - - - -
1,680.76 578.38 7.02 - - - - -
Advance to suppliers
ZACL 1,980.00 - - - - - - -
LIL - - - - - - - 13.32
1,980.00 - - - - - - 13.32
Trade receivables
ZACL 8,382.23 6,950.86 - - - - - -
PPL - - - 463.34 - - - -
8,382.23 6,950.86 - 463.34 - - - -
Trade payables
ZMSL - - - 10.78 - - - -
LIL - - - - - - 5.58 -
- - - 10.78 - - 5.58 -
terms and conditions of transactions with related parties
The transactions for sale and purchases with related parties are made on terms equivalent to those prevailing in arm’s length
transactions. The outstanding receivable / payable balances are generally unsecured and interest is charged as per terms agreed
with the related parties. There have been no guarantees provided or received for any related party receivables or payables.
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

39. segment information

The Company is engaged in the manufacture, sale and trading of fertilizers which the management has considered as single
business operating segment. Further, the Company operates in India and caters to the needs of only domestic market.
Accordingly, no further disclosures, other than those already included in the Ind AS financial statements, are required.
Revenue from single customer i.e. Government of India amounted to ` 143,053.44 Lakhs (Previous year: ` 161,383.03 Lakhs)
arising from the concession/subsidy on fertilisers.
40. financial instruments fair value measurement
All assets and liabilities for which fair value is measured or disclosed in the Ind AS financial statements are categorised within the fair
value hierarchy, as below, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 : Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
The fair value measurement hierarchy of the Company’s assets and liabilities is as below:
fair values
carrying amount
level 1 level 2 level 3
March March March March March March March March 31,
31, 31, 31, 31, 31, 31, 31, 2019
Financial assets measured at fair 2020 2019 2020 2019 2020 2019 2020
value
Derivatives not designated as
1,663.48 40.53 - - 1,663.48 40.53 - -
hedges
Financial assets for which fair
values are disclosed
Loans 905.05 782.06 - - 905.05 782.06 - -
Trade receivables 144,630.65 156,448.07 - - 144,630.65 156,448.07 - -
Cash and cash equivalents 21,299.40 4,164.72 - - 21,299.40 4,164.72 - -
Other bank balances 1,759.71 796.76 - - 1,759.71 796.76 - -
Rebate / discount receivable
from suppliers 588.72 91.32 - - 588.72 91.32 - -
Interest accrued on deposits
and others 1,915.32 774.07 - - 1,915.32 774.07 - -
Financial liabilities measured at
fair value
Derivatives not designated as
hedges 488.33 3,821.31 - - 488.33 3,821.31 - -
Financial liabilities for which
fair values are disclosed
Borrowings 150,622.05 171,301.70 - - 150,622.05 171,301.70 - -
Trade payables 57,523.14 51,229.08 - - 57,523.14 51,229.08 - -
Liability for capital goods 370.70 752.27 - - 370.70 752.27 - -
Interest accrued on borrowings 1,257.72 1,902.42 - - 1,257.72 1,902.42 - -
Security deposits 5,128.78 3,815.52 - - 5,128.78 3,815.52 - -
Other payables 10,394.16 8,226.27 - - 10,394.16 8,226.27 - -
There has been no transfers between levels during the period. The fair values of derivatives are based on derived mark-to-market
values. The management has assessed that the carrying values of financial assets and financial liabilities for which fair values are
disclosed, reasonably approximate their fair values because these instruments have short term maturities.
Borrowings include Indian currency and Foreign currency long term loans wherein interest rates are linked to benchmark rates
(Marginal Cost of Lending Rates/Prime Lending Rates) of respective lenders. These benchmark rates are determined based on
cost of funds of the lenders, as well as, market rates. The benchmark rates are periodically revised by the lenders to reflect
prevalent
 Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

market conditions. Accordingly, effective cost of debt for borrowings at any point of time is in line with the prevalent market rates.
Due to these reasons, management is of the opinion that they can achieve refinancing, if required, at similar cost of debt, as
current effective interest rates. Hence, the discounting rate for calculating the fair value of Borrowings has been taken in line with
the current cost of debt.
41. financial risk management objectives and policies
The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments, trade and other
receivables, cash and cash equivalents, bank balances, security deposits and derivatives that are out of regular business
operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. The Company’s risk management is carried out by a treasury department under policies approved by
the Board of Directors. The Board of Directors provides written principles for overall risk management, as well as policies covering
specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-
derivative financial instruments, and investment of excess liquidity.
(a) market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument that will fluctuate because of changes in
market prices. Market risk comprises three types of risk i.e. interest rate risk, currency risk and other price risk, such as
commodity risk. Financial instruments affected by market risk include borrowings, derivatives financial instruments and trade
payables.
i. Interest rate risk
e relates primarily to the Company’s borrowings with floating interest rates. The following table demonstrates the sensitivity to a reasonably possible change in interest r

INR Borrowings (390.63) 390.63 (344.68) 344.68

USD Borrowings (230.66) 230.66 (403.18) 403.18
EURO Borrowings (15.45) 15.45 (20.95) 20.95
ii. Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s
foreign currency borrowings and trade payables. The summary of derivative instruments and unhedged foreign currency exposure
is as below:
Derivatives (not designated as hedges) outstanding as at the reporting date
type currency march 31, 2020 march 31, 2019
Foreign currency
` in Lakhs Foreign ` in Lakhs
in Lakhs in Lakhs
currency
Cross currency swaps* EURO 28.63 2,369.82 42.46 3,298.04
Interest rate swaps* EURO 28.63 2,369.82 42.46 3,298.04
Forward contracts USD 808.40 61,167.95 1,258.82 87,053.76
*Amount disclosed represents the underlying principal amount of loan.
Un-hedged foreign currency exposure as at the reporting date:
As at As at
march 31, 2020 march 31, 2019
Rebate/discount receivable from suppliers 588.72 91.32
Trade receivables 8.51 45.88
Borrowings 955.07 5,927.54
Trade payables 3,734.01 10,213.24
Liability for capital goods - 51.87
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

The following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables
held constant and without considering impact of derivatives not designated as hedges:
march 31, 2020 march 31, 2019
5% increase 5% decrease 5% increase 5% decrease
Impact on profit before tax
USD (167.75) 167.75 (754.09) 754.09
GBP - - (2.39) 2.39
EURO (36.84) 36.84 (46.29) 46.29
iii. Commodity price risk
The Company’s operating activities require purchase of Naphtha and Furnace Oil. Naphtha and Furnace Oil being international
commodities are subject to price fluctuation on account of changes in crude oil prices, demand supply pattern and exchange rate
fluctuations. The Company is generally not affected by the price volatility of Naphtha and Furnace Oil due to the extant urea
pricing policies.
(b) credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments if a counterparty default on its obligations. The
Company’s exposure to credit risk arises majorly from trade and other receivables. Other financial assets like security deposits and
bank deposits are mostly with government authorities and scheduled banks and hence, the Company does not expect any credit
risk with respect to these financial assets.
trade receivables
The Trade receivables can be classified into two categories, from the customers and from the Government in the form of subsidy/
concession. The concession/subsidy receivable classified under trade receivables amounting to ` 110,741.62 Lakhs (March 31,
2019:
` 111,542.63 Lakhs) is receivable from the Government of India in the form of subsidy and being of sovereign nature credit risk is
not perceived. The receivables from customers also include ` 8,382.23 Lakhs (March 31, 2019: ` 7414.20 Lakhs) recievable from
related party on which management does not expect any challenge in realisation. Further, as per terms agreed with related
parties, interest is also charged on the overdue balances.
From market receivables from customers, the Company extends credit to customers in the normal course of business. The
Company considers factors such as credit track record in the market and past dealings for extending credit to customers. The
Company monitors the track record of the payments by the customers and the receivables are regularly monitored. The Company
evaluates the concentration of risk with respect to trade receivables as low, since the customer base is large and located in
several jurisdictions and operate in largely independent markets. The Company has also taken security deposits from its
customers, which mitigate the credit risk to some extent. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets disclosed in Note 10. The Company holds collateral as security for many of its
customers. At March 31, 2020 8.62% (31 March 2019: 5.52%) of the Company’s trade receivables from customers are covered
by collateral security.
An impairment analysis is performed at the reporting date using a provision matrix to measure expected credit losses. The
provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by
geographical region, product type, customer type and rating). The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions.
Set out below is the information about the credit risk exposure of the Company’s trade receivables from customers using provision
matrix:
contract Assets <1 yr 1-2 yr 2-3 yr 3-4 yr 4-5 yr >5 yr Grand total
ecl rate 0.15% 3.69% 8.23% 12.29% 26.34% 100.00%
march 31, 2020 Gross carrying amount 25,943.40 1,683.73 1,706.83 929.59 530.24 5.41 30,799.20
ECL - simplified approach 38.08 62.09 140.53 114.28 139.64 5.41 500.03
Net carrying Amount 25,905.32 1,621.64 1,566.30 815.31 390.60 0.00 30,299.17
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

Reconciliation of provision for doubtful debts and other assets

As at As at
march 31, 2020 march 31, 2019
doubtful debts
Balance at the beginning of the year 425.49 425.49
Add: Provision made during the year* 941.01 -
Balance at the end of the year 1,366.50 425.49

other assets
Balance at the beginning of the year 1,055.53 161.30
Add: Provision made during the year 316.90 894.23
Balance at the end of the year 1,372.43 1,055.53
* Includes specific provision identified by the management amounting to ` 440.98 Lakhs
(c) liquidity risk
The Company’s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. The
Company relies on a mix of borrowings and excess operating cash flows to meet its needs for funds. The current committed lines
of credit are sufficient to meet its short to medium/long term expansion needs. The Company monitors rolling forecasts of its
liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its
undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where
applicable) on any of its borrowing facilities.
The table below summarises the maturity profile of the Company’s financial liabilities:
maturities
Upto 1 1-3 3-5 Above 5
total
year years years years
march 31, 2020
Non-current borrowings 7,003.74 14,116.13 6,157.21 - 27,277.08
Lease liabilities 72.55 75.37 110.78 1,908.49 2,167.19
Current borrowings 121,177.78 - - - 121,177.78
Trade payables 57,523.14 - - - 57,523.14
Other financial liabilities 10,287.74 275.66 - - 10,563.40
total 196,064.95 14,467.16 6,267.99 1,908.49 218,708.59

march 31, 2019

Non-current borrowings 4,955.25 14,420.33 12,611.99 - 31,987.57
Current borrowings 139,314.13 - - - 139,314.13
Trade payables 51,229.08 - - - 51,229.08
Other financial liabilities 13,016.35 546.19 - - 13,562.54
total 208,514.81 14,966.52 12,611.99 - 236,093.32

42. Note on coVId-19

The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of
economic activity. The Nationwide total lockdown announced from 25 March 2020 due to COVID-19 pandemic was gradually lifted
based on the impact of outbreak. The agriculture and fertilizer sector remain relatively unaffected on demand side, the Company’s
operation have not been affected significantly on account of COVID-19 despite some issues relating to non-availability of labour
and supply chain disruptions. The proactive support and relaxations extended by the Central and respective State Governments
helped Company’s production, distribution and sale of fertilizers and crop protection chemicals to remain unaffected. The
Company has been able to operate its plants at normal levels by mobilizing critical work force and adopting stringent social
distancing, safety measures and guidelines issued in this regard.
Further, the Company has also assessed the impact of this pandemic on recoverability of carrying value of financial and non-
financial assets as at the balance sheet date using various internal and external information up to the date of approval of these
financial
Notes to the INd As fINANcIAl stAtemeNts for the yeAr eNded mArch 31,
2020
(All amounts in Indian Rupees Lakhs, except as otherwise stated)

statements. The management has also performed sensitivity analysis on the assumptions used and based on present estimates,
believes that the carrying amount is considered to be recoverable and accordingly no further adjustments is required in the
financial statements.
However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and
duration. The impact of COVID-19 may be different from that estimated as at the date of approval of these financial statments
and the Company will continue to monitor any material changes to future economic conditions.

43. capital management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity shareholders. The primary objective of the Company’s capital management is to ensure that it maintains
a strong credit rating and capital ratios in order to support its business and maximise shareholder value.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital. The Company includes within net
debt, all non-current and current borrowings reduced by cash and cash equivalents and other bank balances.
As at
march 31, 2020 As at
Notes
march 31, 2019
Non-current borrowings 15 22,367.98 27,032.32
Current maturities of non-current borrowings 16 7,076.29 4,955.25
Current borrowings 19 121,177.78 139,314.13
Less: Cash and cash equivalents 11 21,299.40 4,164.72
Less: Other bank balances (excluding unpaid dividend accounts) 12 1,561.10 570.00
Net debt (A) 127,761.55 166,566.98

Equity share capital 13 11,854.87 11,854.87

Other equity 14 42,703.38 37,661.32
total equity (B) 54,558.25 49,516.19
Gearing ratio (A / B) 234% 336%
In order to achieve this overall objective, the Company’s capital management, amongst other things, also ensures that it meets
financial covenants attached to the interest bearing borrowings that define capital structure requirements.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2020 and
March 31, 2019.

As per our report of even date For and on behalf of the Board of Directors of Mangalore Chemicals and
Fertilizers Limited
For s.r. Batliboi & co. llP N. suresh Krishnan K. Prabhakar rao
Chartered Accountants Managing Director Director - Works
ICAI Firm Registration Number: 301003E/E300005 DIN : 00021965 DIN : 00898513

per Pravin tulsyan t.m. muralidharan Vijayamahantesh Khannur

Partner Chief Financial Officer Company Secretary
Membership Number: 108044

Place of Signature: New Delhi

Date: June 12, 2020 Date: June 12, 2020
 Mangalore Chemicals
& Fertilizers Limited

Registered Office: Level 11, UB Tower, UB City, No. 24, Vittal Mallya Road, Bengaluru – 560 001
Tel. No. 080-4585 5599, Fax No. 080-4585 5588
email : shares.mcfl@adventz.com Website : www.mangalorechemicals.com
CIN : L24123KA1966PLC002036

Dear Shareholder,

Sub: Dividend

You will be aware that the Board of Directors of the Company, at its meeting held on June 12, 2020, has
recommended a dividend of ` 0.50 per equity share of ` 10/- subject to the approval of the members at the
Annual General Meeting scheduled to be held on September 15, 2020.

To avoid loss of dividend warrants in transit and undue delay in respect of receipt of dividend warrants, the
Company has provided a facility to the members for remittance of dividend through the National Electronic
Clearing Services (NECS). NECS essentially operates on the new and unique bank account number allotted
by banks post implementation of Core Banking Solution(CBS) for centralized processing on inward
instructions and efficiency in handling bulk transaction. This facility is available at locations identified by
Reserve Bank of India from time to time. This is in addition to the existing facility of ECS in other locations.

Members holding shares in electronic mode are requested to intimate all changes pertaining to their bank
details to their Depository Participant in order to arrange the dividend payment by NECS or through warrant
by printing the bank details, as the case may be.

Members who hold shares in physical form and desirous of availing this facility are requested to use the
format below, to furnish the bank details of the first named shareholder and send the same to the
Company/ Share Transfer Agent, not later than September 11, 2020 to update the bank details and arrange
the dividend payment by NECS or through dividend warrant by printing the bank details, as the case may
be.

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – ––– ––– – – TEAR OFF – ––– – – – –– – – – – – – – – – – – –– – – – – – – – – –– – – – – –

Registered Office: Level 11, UB Tower, UB City, No. 24, Vittal Mallya Road, Bengaluru – 560 001
Tel. No. 080-4585 5599, Fax No. 080-4585 5588
Mangalore Chemicals email : shares.mcfl@adventz.com Website : www.mangalorechemicals.com
& Fertilizers Limited
CIN : L24123KA1966PLC002036

Necs/ecs mandate/Bank details updation form

for the use of members holding shares in physical form only
I/We hereby provide the Bank account details of the first named shareholder for arranging payment of dividend through
NECS/ECS, if available for the location OR to print the bank details on the dividend warrant as the case may be.
1. Folio number
2. Name of the first named shareholder
3. Bank name
4. Bank account number
(Core Banking No.)
5. Account type (SB/OD/CURR/NRO)
6. Nine Digit MICR code appearing on the Please attach a photocopy of the cheque leaf pertaining to the
cheque issued by the bank above account for verification/acceptance.

I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of
incomplete or incorrect information, I/We will not hold the Company responsible.

1. 2. 3.

Signature of shareholder(s)