Deepak Fertilizers Annual Report
Deepak Fertilizers Annual Report
Deepak Fertilizers Annual Report
READY
Transforming from Commodity to Specialty
STATUTORY REPORTS
ENTS
Notice 27
00
Board’s Report 00
47
Management Discussion & Analysis 00
84
Corporate Governance 103
00
FINANCIAL STATEMENTS
01 Financial Statements
Standalone Consolidated Financial Statements
ENTS CONTENTS
w 02 Auditors’ Report
Independent 129
00 Independent Auditors’ Report 202
00
Balance08
Sheet 00
139 Consolidated Balance Sheet 00
210
ts 10 of Profit and Loss
Statement 00 Consolidated Statement of Profit and Loss 00
141 212
aging Director 12 of Cash Flow
Statement 143
00 Consolidated Statement of Cash Flow 216
00
Notes to16
the Financial Statements 147
00 Consolidated Notes to the Financial Statements 218
00
19
20
OVERVIEW
01 Future Ready 01
w 02 Who We Are | Company Overview 02
08 Key Business Initiatives 08
00
ts 10 Consolidated Financial Highlights 10
Disclaimer00
aging Director 12
In this Annual
Message from Chairman & Managing Director 12
ysis 00 Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed
investment decisions. This report may contain forward-looking statements that set out anticipated results based on the management’s
plans and00 16
assumptions. Q&AWewithhaveChief
tried, Financial Officerto identify such statements
wherever possible, 16 by using words such as ‘anticipate’, ‘estimate’,
‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We
19
cannot guarantee thatAwards & Recognition
these forward looking statements will be realised, although we19believe we have been prudent in our assumptions. The
achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties
materialise,20or shouldCorporate Social Responsibility
underlying assumptions 20vary materially from those anticipated, estimated or
prove inaccurate, actual results could
projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
s Consolidated Financial Statements
00
STATUTORY REPORTS
Independent Auditors’ Report 00
Our journey of transformation is unfolding slowly and steadily,
undeterred by the challenges on the way. We are committed to India’s
growth story and are aligning our businesses to be a frontrunner
in meeting India’s requirement for chemicals and strengthening its
stature in the world.
Right from the usage of Artificial Intelligence (AI) to Big Data and
Internet of Things (IoT) that would provide us the intelligence of
sustainable innovation and market, , we are transforming digitally
to remain ahead of the curve. Moreover, through Smart Factory
Initiatives in manufacturing, our seamless movement of products
has enhanced customer experience.
• Sustainable leadership
position across all business
operations
` 5,808 CRORE
` CONSOLIDATED REVENUES
IN FY 2020-21
ONLY
MANUFACTURER
OF NP PRILL 24:24:0 FERTILISER AND TAN SOLIDS IN INDIA
MARKET
LEADER
IN SPECIALITY AND WATER SOLUBLE
FERTILISERS IN INDIA
Industrial Chemicals
• Pharmaceuticals • Dyes
• Nitro Aromatics • Agrochemicals
• Paints & Coatings • Cosmetics
• Steel • Adhesives
• Inks • Health &
• Explosives Hygiene
VARE
• Home Makers and Interior Solution Seekers
• Architects
• Interior Designers
• Food and Entertainment Patrons
• Art and Culture Enthusiasts
Corporate Office
Production Facilities
Planned Capacities
INDUSTRIAL TECHNICAL
CHEMICALS (IC) 9,85,720 AMMONIUM
MTPA NITRATE (TAN)
Nitric Acid - Weak and
Concentrated, Methanol, Iso Propyl Low Density Ammonium Nitrate,
Alcohol & Liquid CO2 High Density Ammonium Nitrate
• Concentrated Nitric Acid and Ammonium Nitrate Melt
- Installed (Taloja & Dahej) – • Technical Ammonium Nitrate -
2,31,000 Installed (Taloja) - 4,44,000
• Diluted Nitric Acid - Installed • Technical Ammonium Nitrate -
(Taloja, Dahej & Srikakulam) - • Installed (Srikakulam) - 42,900
8,88,960 • Planned Additional Capacity
• Iso Propyl Alcohol - Installed (Odisha) - 3,76,000
(Taloja) – 70,200
• Methanol - Installed (Taloja) – AMMONIA
1,00,000
• Liquid CO2 - Installed (Taloja) -
72,000 • Installed (Taloja) - 1,28,700
• Planned Additional Capacity
(Taloja) - 5,00,000
SEGMENTAL
CONTRIBUTION
FY2021 20.7%
54.4% 45.4%
CNB 1.3%
Industrial Chemicals 78.0%
(including TAN)
VARE & Others Segment
Segment
Revenue 0.2% Result*
* Segment Results represents profit / (loss) before tax and finance costs from each segment as per consolidated segment reporting
Annual Report 2020-21 | 7
Annual Report 2020-21 | 07
Business Initiatives
• IC business is focusing on the pharma sector • Tied up with Samunnati, a specialised Agri Value
and converting standard grade IPA consumers to Chain enabler, to offer crop based advisory and access
pharma grade to garner higher market share. to affordable loans to farmers under FPOs (Farmer
Producer Organisations).
• IPA LR grade available in smaller pack sizes and
soon will be making various Pharmacopeia grade • Existing NP / NPK capacity is being debottlenecked
available in smaller pack sizes as well. from 9,25,000 MTPA to 11,25,000 MTPA
• Developing purification method of crude • Successfully moved 100% NPK production from plain
diisopropyl ether (DIPE) which is produced as a grade to differentiated NPK (SMARTEK), volume growth
by-product in IPA manufacturing process. of 198% YoY. Smartek sales reached 438,000 MT for
FY20-21.
• Crossed 90% capacity utilisation at Dahej Nitric
Acid complex during the 2nd year of commissioning • Largest manufacturer of Bentonite Sulphur and a
and initiatives have been taken for further market leader in speciality and water-soluble fertilisers
efficiency improvements and capacity utilisation. in India.
• Back-to-back contracts with Methanol customers • New launches include ‘Smartek 14.28.00’, ‘Superfast
for three months sales at a fixed and firm price to Bensulf’, ‘Grape Crop Specific Package’ (3 Grades) and
protect our margins and avoid market fluctuations ‘Tomato Crop Specific package’ (2 Grades).
• Forayed into the hand sanitisers, disinfectants and • Development works for three more specific grades
wipes segment with its IPA-based product brand are at an advanced stage with respective field trails
called Cororid. planned for FY21-22.
• TAN plant at Gopalpur, Odisha (East Coast) is • Launched a specialty vertical marketplace
expected to commission by Q4 FY24 with a capacity www.creaticityonline.com with nearly half a million
of 376 KTPA visitors within first few months only in Pune
• Initiated debottlenecking to increase the TAN • Organised a the first-of-its-kind home conclave
capacity at Taloja by 25% with minimum investment bringing industry leaders and stakeholders together
during the pandemic times
• TAN business launched AN Care Portal, a major
milestone in the company’s journey towards • Launched an innovative concept “Creaticity On
becoming one-stop solution provider to the Mining Wheels’’ as a reach-out initiative during
and Infrastructure industries for their blasting the pandemic times
requirements
• Over 95% retention of occupants despite tough
• Investment in curing project for enhancing the market conditions
quality of LDAN products to world-class standards
• Unveiled a unique ebook titled #futureofhomes to
• Actively worked with customers for deployment share the collective wisdom of nearly 30 industry
of technology of using waste oil from the Mines captains from the furniture and home category
and reprocessing it for use with Low Density AN to
manufacture ANFO for blasting applications
Book Value Per Share (`) 228.59 231.99 237.85 244.26 263.21
10
10 || Deepak
Deepak Fertilisers
Fertilisers And
And Petrochemicals
Petrochemicals Corporation
CorporationLimited
Limited
Revenue from Operating EBITDA Profit after Tax Dividend
Operations (` cr) (` cr) (` cr) (`/share)
6,742 4,685* 5,808 459 464 955 73 89 406 3.00 3.00 7.50
FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21
1.45 1.34 0.93 6.81 9.91 16.45 1.09 1.90 7.00 8.01 9.58 41.47
FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21
Annual
AnnualReport 2020-21 || 11
Report2020-21 11
Message from Chairman &
Managing Director
A HISTORIC S. C. Mehta
Chairman & Managing Director
YEAR
12 | Deepak Fertilisers And Petrochemicals Corporation Limited
12 | Deepak Fertilisers And Petrochemicals Corporation Limited
Dear Shareholders,
Annual Report
Annual Report 2020-21
2020-21 || 13
13
also help hugely mitigate the Over the last few years, we have with Dashboard-based Decision
Supply Chain bottlenecks put together our heads, hearts and Support Systems.
and Logistics costs for the spirit to solely focus on delivering
key imported raw materials. these four imperatives to our best. To overcome the COVID-19 impact,
Thus, the foundations of the Here is a peep into the distance we utilised various social media
downstream established over travelled and the journey ahead in platforms and conducted over
the last four decades would be each of our business lines. 18,000 webinars and connected
further strengthened. with over 2.22 lakh farmers to walk
THE CROP NUTRITION BUSINESS them through our unique Product
[D] Beyond products, deliver holistic Value Propositions. Through
Value to the End Consumers As may be recalled, in order to GET our Mahadhan App and other
OUR SIZE RIGHT, we had taken up efforts, we connected with over
The current discount pricing a Capex to triple our NPK fertiliser 10 lakh farmers.
or competition pricing based capacities to help enhance our
on Commodity Product operational muscle power as well With the strategically directed
marketplace remains perennial as attain a respectable market efforts right from product
open to the vagaries of global share in the fast growing fruits and differentiation to farmer-focused
competition. The only way to vegetable segment in Maharashtra, marketing drive, our Fertiliser
combat this in a sustainable Gujarat and Karnataka. As a segment grew by 38%. Validating
manner is to move towards first step towards providing the preference of value over price,
technologically superior and differentiated NPK fertilisers, we our customer base notched up to
value-priced differentiated came up with a technologically over two and a half million farmers
holistic solution delivery superior coating that enhances giving us a market share of close
business models focused on the the nutrient uptake and provides a to 20% in our core markets.
targeted end consumers. This unique boost to crop yields.
would give us long-term brand- Going forward, the current year,
based consumer stickiness and In FY2020-21, we moved 100% will see our leap into more intense
sustained premium pricing. of our NPK capacity to Smartek, Crop Specific Nutrients providing
the differentiated NPK adding a a Holistic Value Proposition
198% year-on-year growth. We also specifically targeted to the
launched “Super-fast Bensulf” our focused farmer segments with a
unique Specialty Fertiliser product, proven promise of not just yield
which too was well received by the boost but also measurable quality
I believe that farmers. enhancements in the size, color,
people make their juiciness, and shelf life of their
Unleashing the Digital Powers,
own luck by great the year saw an introduction of
produce, etc.
14 || Deepak
14 Deepak Fertilisers
Fertilisers And
And Petrochemicals
PetrochemicalsCorporation
CorporationLimited
Limited
addition of a global scale Technical the total Acid business, it has dream. During the year, we also
Ammonium Nitrate (TAN) capacity also taken us to being among the saw completion of all the required
which will propel us in the league 2nd largest Industrial Acid Land Acquisition, Environment
of the top three Global players in manufacturer in the South East Approvals, receipts of over 95% of
TAN segment. Asia and the largest in India. The the required Equipments and the
shift of global specialty chemicals EPC contractor moving to site for
Riding on India’s growth story value chain from China to India a fast-paced construction delivery.
and its related growth in the promises further positive boost to
Coal-Power, Limestone-Cement the Nitric Acid Business growth. Riding on the long-term softening
and Infrastructure sectors, our LNG prices and a saving of over
TAN business enjoys strong End Segment based product and $70 per metric ton just on the
and sustained tailwinds for its services differentiation continues logistics costs of the imported
continued attractive financial to provide premiums to the Ammonia, the captive needed
performance. The recently Nitric Acid offering. Our pursuit Project promises an attractive
announced landmark Mines from Commodity to Specialty returns even on standalone basis
and Minerals (Development and also triggered our forays of our besides mitigating the supply risks
Regulation) Amendment Act will IsoPropyl Alcohol (IPA) into the of critical raw material supplies for
provide a strategic new growth much needed Hand Sanitiser the downstream sectors.
trajectory to our TAN business. market segment in addition to our
differentiated IPA, especially for With our four pronged drive of
Our transformative journey of End the Pharma Sector. getting our size right, creating a
Consumer Value Proposition of strong back-bone of best-in-class
Holistic Solutions has commenced The Year gone by also brought Digital systems, critical backward
by way of high-performance ANFO in effective steps on our critical integration in the value chain and
explosives and Down-The-Hole initiative of Backward Integration to the drive towards holistic value to
(DTH), last mile delivery systems, capture the Value-Chain in terms of a the end consumer, we have set in
in line with the best-in-class and global scale Ammonia Plant. With motion a Future Ready strategy.
technologically superior product the needs to replace over half a
range for the Mining sector. Our million tons of imported Ammonia The years ahead, promise to unfold
focused initiatives to help deliver demand arising out of the raw an exciting fruition.
distinct improvements in the Mine material needs for our Fertiliser,
Productivity in India promises to Mining and Chemicals businesses,
move our product offering to a this Capex promises to bring over
total solutions proposition in the ` 25,000 Crore Import Substitution
coming years ahead. over the next 10 years to become
a shining example of the Prime S. C. Mehta
THE SPECIALITY CHEMICAL Ministers’ Atmanirbhar Bharat Chairman & Managing Director
SECTOR
Annual
AnnualReport 2020-21 || 15
Report 2020-21 15
Q&A with the
Chief Financial Officer
What have been the key factors
behind the historic performance of the
Company in FY2020-21?
Q&A
from Operations stood at healthy
levels of ` 1,248 Crore.
SESSION
We did face challenges particularly in
H1 FY2021 due to COVID-19, resulting
into lower capacity utilisation, although
this situation is gradually improving
with the recovery of the economy.
438
Industry is experiencing increase
in raw material prices, which may
impact the profitability margins to
221
some extent. However, at DFPCL, we
have experienced that any adverse 123
movement in key raw material prices
13
are generally absorbed by the market
over time. In case of some of our FY18 FY19 FY20 FY21
products, cost increase gets passed
through based on existing cost plus
pricing structure. In case of bulk
fertilisers, Government of India has
supported the fertiliser manufacturers
by increasing subsidy rates of Fertilisers FY21. We follow “Seeing is Believing”
Phosphorous“P” Nutrient by ~204%. concept, and therefore conducted
In line with our strategy, we have ~16,000 on-farm demonstrations of
We are also witnessing counterforces successfully moved our 100% our products during the year. We also
in the marketplace in the form of NPK production from plain grade conducted 18,000 digital webinars
strong demand for our products. Our to differentiated NPK (SMARTEK), explaining to 2.22 Lakh farmers
diversified product portfolio alongside resulting in a volume growth of 198% about our product value proposition.
new products and services improve YoY. Moreover, the results of our In addition around 10 Lakh farmers
our ability to competitively price our efforts are reflected in the strong were contacted directly by our
finished products and sustain margins. repeat customer base that we have marketing team through social media
Headroom in capacity utilisation garnered during the year for SMARTEK. platforms. In a bid to keep the market
provides us an opportunity to reduce Therefore, with higher satisfaction and momentum, we plan to launch two-
fixed costs of production per ton. validation on pricing, value proposition three new products every year, and
yield, focus on quality, and service have a strong and differentiated
DFPCL is in the process of levels at the field level, our business product pipeline in various stages of
transformation from a commodity model is getting validated with an development.
to specialty player. Would you share improved bottom line.
some insights in this regard? Industrial Chemicals:
We have also established unique
We have taken strategic steps across structure of marketing team to focus As far as Acids are concerned, we are in
our business segments. Let me walk on liquidation (sale to farmer) of the process of segmenting the market
you through each of our business material which helped us to achieve depending on the concentration of
segments and the steps taken or in the YoY volume growth of 35% in Bulk Acids, their application and different
the process towards becoming a (Nitro Phosphate and NPK SMARTEK end-user segments.
specialty player. together) and 26% in Specialty in
18
18 || Deepak
Deepak Fertilisers
FertilisersAnd
AndPetrochemicals
PetrochemicalsCorporation
CorporationLimited
Limited
AWARDS & RECOGNITION
Mrs. Mehta stands out as one of the most impactful leaders and
change-makers. She has been an exemplary leader who has showcased
and upheld a tradition of responsible behaviour in these difficult times even
while the world is reeling under the grip of COVID-19 pandemic.
The Mahatma Award is supported by the Aditya Birla Group to honour the winners every year and the award ceremony is hosted annually
by Liveweek Group, a social impact company in different parts of the world.
IsFon has been driven by the conviction that ‘If you give a Livelihood Education
man a fish, you feed him for a day, but if you teach a man to
Health CDSW
fish and you feed him for a lifetime.’ IsFon has been creating
a self-sufficient society by working pro-actively with a 1.17%
0.47%
single-minded devotion towards promoting inclusiveness
and creating opportunities for employability to individuals 11%
through the development of employable skills that generate
sustainable livelihoods, enhance financial and emotional
independence. The Foundation’s urban initiatives comprise
Vocational Skills Development Project (VSDP), Livelihood
Enhancement through Entrepreneurship Development
(LEED), Income Generation Program (IGP), Muskaan, the
e-Yellow Ribbon NGO Fair and Entrepreneurship
Development. IsFon’s rural initiatives comprise Wadi Project,
87.36%
Dairy Development Project, Vocational Skill Development,
Community Development & Social Welfare (CDSW),
Aarogyam, Gyanam and activities carried out during the
pandemic.
Success story
Mr.Abhijit Shinde, BE Mechanical Earning ₹ 32,575/-per month
Abhijit Shinde aged 23 years stays at Yerwada. His mother is associated with IsFon under the
Income Generation Program. She is the only earning member in her family. Abhijit did his
Diploma after passing 10th Std with flying colours. He got very good marks in Diploma and was
confused about whether he should take up a job to support his mother since he could not
afford to take up B.E.
IsFon suggested to him to apply for B.E and he got admission at Trinity College of Engineering
due to his excellent grades in Diploma through merit. IsFon sponsored his fees and now after
completing BE (Mechanical) he is employed at Eaton India Innovation Centre with a salary of
₹ 32,575/-.
Muskaan:
• Based on the principle of ‘Reuse & Recycle’ initiative by collecting pre-owned garments and accesso
• It empowers financially challenged women, fondly called ries, which are then checked for quality and usability
‘Muskaan Parees’, by providing them additional income • When cleared, they are resold by Muskaan Parees at
• Parees shortlisted are between 30-40 years of age who nominal prices
have not had a chance of availing education • Purchaser beneficiaries covered were 1,147 nos. and
• Ladies from various walks of life from Pune and Mumbai Muskaan sale was ₹ 63,760/-
act as ‘Brand Ambassadors’ who graciously support the
Success story
Mrs. Shubhangi Pujari, Professional Beautician Earning ₹ 20,000/-per month
Family Profile: IsFon has supported them with 2 cows. Dairy is the only income
source for the family. They can support their children to complete their education
only due to sustainable income from the dairy enterprise. Their elder son, Omkar
has completed his BA and two daughters, Pradnya and Pranali are pursuing
graduation. Vasudev is a marginal farmer. Earlier, their family was dependent on
income from agriculture, which was scanty and therefore, they were facing
difficulties to fulfill their daily needs and support their children's education. After
they started their dairy enterprise with support from Ishanya Foundation, they
earn sufficient and have a sustained income.
Asset Created:
2 Female Calves ₹ 55,000 Total Income from Sale of Milk Milk sold - 9,580 litre
@ ₹ 40/- per litre
Total milk produced 12,760 litre
Home & Calf Consumption 3,180 litre Annual Gross Income ₹ 3.83 Lac
Success story
Mrs. Devshree Virpal Ridhlan
Devshree is living in a slum area of Vashi. Earlier, her father and mother were working in
society as security and housekeeping staff respectively. The family could not afford the fees
of optometry for Devshree. She applied for a sponsorship and after the screening, we
supported her with 80% fees of college for three years. After her father’s death, all the
responsibility fell on her elder brother and mother. After completion of the course, she worked
at Laxmi Eye Hospital and is now working with Lenskart Pvt. Ltd., in Thane. She is earning ₹
28,000/- per month. Devshree says, "I am very thankful to the Ishanya Foundation for helping
me. Now, I am financially independent and also supporting my family."
GYANAM
The two-pronged goal comprises of:
Under this initiative, this year IsFon supported Rahiyad Secondary School with 50 benches.
Registered Office: Sai Hira, Survey No. 93, Mundhwa, Pune - 411 036
CIN: L24121MH1979PLC021360 | Website: www.dfpcl.com | Tel.: +91 20 6645 8000 | email : investor.grievance@dfpcl.com
NOTICE is hereby given that the Forty-First Annual General to consider and if thought fit, to pass, the following
Meeting of DEEPAK FERTILISERS AND PETROCHEMICALS resolution as an ORDINARY RESOLUTION:
CORPORATION LIMITED will be held on Thursday, the 26th
“RESOLVED THAT in accordance with the provisions
August, 2021 at 11.00 a.m. through Video Conferencing
of Section 152 and other applicable provisions of the
(“VC”) / Other Audio Visual Means (“OAVM”) to transact the
Companies Act, 2013 and Rules made thereunder, Smt.
following business:
Parul Mehta (DIN: 00196410), who retires by rotation at
ORDINARY BUSINESS this meeting be and is hereby appointed as a Director of
the Company.”
1. To consider and adopt: (a) the audited financial
statements of the Company for the financial year 4. To consider and if thought fit, to pass the following
ended 31st March, 2021 and the reports of the Board resolution as an ORDINARY RESOLUTION:
of Directors and Auditors thereon; and (b) the audited
“RESOLVED THAT pursuant to the provisions of Section
consolidated financial statements of the Company
139, 142 and other applicable provisions, if any, of the
for the financial year ended 31st March, 2021 and the
Companies Act, 2013 (the Act), and the Companies
report of Auditors thereon and in this regard, if thought
(Audit and Auditors) Rules, 2014 {including any statutory
fit, to pass the following resolutions as ORDINARY
modification(s) or re-enactment thereof, for the time
RESOLUTIONS:
being in force} and pursuant to recommendation of
a. “RESOLVED THAT the audited financial statements the Audit Committee and the Board of Directors, P G
of the Company for the financial year ended 31st BHAGWAT LLP (PGB), Chartered Accountants (Firm
March, 2021 and the reports of the Board of Registration Number: 101118W/ W100682) be and are
Directors and Auditors thereon, as circulated to hereby appointed as Statutory Auditors of the Company
the members, be and are hereby considered and who shall hold office for the first term for a period of
adopted.” 5 years, from the conclusion of this Annual General
Meeting until the conclusion of the 46th Annual General
b. “RESOLVED THAT the audited consolidated
Meeting of the Company, on such remuneration as may
financial statements of the Company for the
be decided by the Board of Directors in consultation with
financial year ended 31st March, 2021 and the
the Auditors plus applicable taxes and reimbursement
report of Auditors thereon, as circulated to the
of travelling and out of pocket expenses incurred by
members, be and are hereby considered and
them for the purpose of audit.
adopted.”
RESOLVED FURTHER THAT the Board of Directors of
2. To declare a dividend on equity shares for the financial
the Company be and is hereby authorised to do all such
year ended 31st March, 2021 and pass the following
acts, deeds, matters and things as may be considered
resolution as an ORDINARY RESOLUTION:
necessary, desirable or expedient to give effect to this
“RESOLVED THAT a dividend at the rate of ` 7.50/- resolution.”
(Rupees Seven and paise fifty only) per equity share of
SPECIAL BUSINESS
` 10/- (Rupees Ten) each fully paid-up of the Company be
and is hereby declared for the Financial year ended 31st 5. To consider and if thought fit, to pass the following
March, 2021 and the same be paid as recommended resolution as an ORDINARY RESOLUTION:
by the Board of Directors of the Company, out of the
“RESOLVED THAT pursuant to the provisions of
profits of the Company for the financial year ended 31st
Section 148(3) of the Companies Act, 2013 and
March, 2021.”
Companies (Audit and Auditors) Rules, 2014 and other
3. To appoint Smt. Parul Mehta (DIN: 00196410), who applicable provisions, if any {including any statutory
retires by rotation as a Director and in this regard, modification(s) or re-enactment thereof for the time
Dated: 28th May, 2021 By Order of the 6. Institutional Investors, who are members of the
Company are encouraged to attend and vote at the
Board of Directors
Forty-First e-AGM of the Company.
18. Voting through electronic means: As per the SEBI circular dated 9th December, 2020
on e-Voting facility provided by Listed Companies,
In compliance with provisions of Section 108 of Individual shareholders holding securities in Demat
the Companies Act, 2013 read with Rule 20 of the mode are allowed to vote through their demat
Companies (Management and Administration) Rules, account maintained with Depositories and Depository
2014 and Regulation 44 of the SEBI (Listing Obligations Participants. Shareholders are advised to update their
and Disclosure Requirements) Regulations, 2015, mobile number and email Id in their demat accounts in
read with SEBI Circular dated 9th December, 2020 on order to access e-Voting facility.
e-voting facility provided by listed entities, the Company
is pleased to offer e-voting facility for its Shareholders,
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iii. After entering the above details Click on ‘Login’
login, you will be able to see e-Voting option. Click on
e-Voting option and you will be redirected to NSDL/ iv. Password change menu will appear. Change the
CDSL Depository site after successful authentication. Password with a new Password of your choice.
Click on company name or e-Voting service provider The new password shall comprise minimum 8
name and you will be redirected to e-Voting service characters with at least one upper case (A-Z), one
provider website for casting your vote during the remote lower case (a-z), one numeric (0-9) and a special
e-Voting period. character (@,#,$,etc.) The system will also prompt
you to update your contact details like mobile
• Login method for Non-Individual Shareholders and
number, email ID, etc. on first login. You may also
Shareholders holding securities in Physical Form
enter a secret question and answer of your choice
vi. On successful login, the system will prompt you 19. All relevant documents referred to in the accompanying
to select the E-voting Event. notice and explanatory statement requiring the approval
of Members at the meeting and other statutory registers
vii. Select ‘EVENT’ of Deepak Fertilisers And
shall be available for inspection by the Members in
Petrochemicals Corporation Limited – AGM and
electronic mode. Members can inspect the same by
click on ‘Submit’.
sending an email to investorgrievance@dfpcl.com.
viii. Now you are ready for e-voting as ‘Ballot Form’
20. Members are requested to note that pursuant to
page opens.
Regulation 36(3) of the SEBI (Listing Obligations and
ix. Cast your vote by selecting appropriate option and Disclosure Requirements) Regulations, 2015 and
click on ‘Submit’. Click on ‘OK’ when prompted. the Secretarial Standards-2 (SS-2), brief particulars
including shareholding of the Directors proposed to
x. Upon confirmation, the message ‘Vote cast be appointed / re-appointed is given at the end of the
successfully’ will be displayed. Notice and forms part of the Notice.
xi. Once you have confirmed your vote on the 21. Voting at e-AGM
resolution, you cannot modify your vote.
i. Only those members/shareholders, who will be
xii. Institutional shareholders (i.e. other than present in the e-AGM through video conferencing
individuals, HUF, NRI, etc.) are required to facility and have not cast their vote through
send scanned copy (PDF/ JPG Format) of the remote e-voting and are otherwise not barred
relevant Board Resolution / Authority Letter etc. from doing so are eligible to vote through e-voting
authorising its representative to attend the AGM in the e-AGM.
through VC/OAVM on its behalf and to vote
ii. However, members who have voted through
through e-voting. The said Resolution / Authority
remote e-voting will be eligible to attend the
Letter etc. shall be sent to the Scrutinizer by an
e-AGM.
e-mail at deulkarcs@gmail.com and mark copy
to investorgrievance@dfpcl.com. It should reach iii. In case members cast their votes through both
the Scrutinizer on / before 25th August, 2021 at the modes, voting done by remote e-voting shall
5.00 p.m. They may also upload the same in the prevail and e-voting at Annual General Meeting
e-voting module in their login. shall be treated as invalid.
v. Upon declaration by the Chairman about the • Members who need technical assistance before or
commencement of e-voting at e-AGM, members during the e-AGM can contact KFin at emeetings@
shall click on the thumb sign on the left hand kfintech.com or Helpline: 1800 309 4001.
bottom corner of the video screen for voting at
• Shri Sridhar Mudaliar, Partner, SVD & Associates,
the e-AGM, which will take them to the ‘Instapoll’
Practising Company Secretaries, (Membership No.
page.
FCS 6156, CP No. 2664) or failing him Smt. Sheetal
vi. Members to click on the ‘Instapoll’ icon to reach Joshi, Partner, SVD & Associates, Practicing Company
the resolution page and follow the instructions to Secretaries (Membership No. FCS 10480, CP No.11635)
vote on the resolutions. have been appointed as the Scrutinizer to scrutinize the
remote e-voting process and voting at the e-AGM in a
Instructions for members for attending the e-AGM:
fair and transparent manner.
• Member will be provided with a facility to attend the
• The Chairman shall formally propose to the shareholders
e-AGM through Video Conferencing platform provided by
/ members participating through VC/OAVM facility to
KFintech, which can be accessed at https://emeetings.
vote on the resolutions as set out in the Notice of the
kfintech.com/ by clicking ‘‘Video Conference’’ and login
e-AGM and announce the start of the casting of vote at
by using the remote e-voting credentials. The link for
e-AGM through the e-voting system of KFin.
e-AGM will be available in ‘shareholders / members’
login where the EVENT and the Name of the Company • The Scrutinizer shall, immediately after the conclusion
can be selected. of voting at the e-AGM, first count the votes cast at the
meeting, thereafter unblock the votes through remote
• Members are encouraged to join the meeting through
e-voting in the presence of at least two witnesses,
Laptops with Google Chrome for better experience.
not in the employment of the Company and make a
• Further, members will be required to allow camera, if consolidated Scrutiniser’s report of the total votes
any, and hence use internet with a good speed to avoid cast in favour or against, if any, to the Chairman of the
any disturbance during the meeting. Company or a person authorized by him in writing, who
shall countersign the same and declare the result of the
• While all efforts would be made to make the VC / voting forthwith.
OAVM meeting smooth, participants connecting
through mobile devices, tablets, laptops etc. may at • The Results declared along with the report of the
times experience audio/video loss due to fluctuation in Scrutiniser shall be immediately forwarded to the BSE
their respective networks. Use of a stable Wi-Fi or LAN Limited and National Stock Exchange of India Limited.
connection can mitigate some of the technical glitches.
DIVIDEND RELATED INFORMATION
• Members, who would like to express their views or
The dividend, as recommended by the Board, if approved at the
ask questions during the e-AGM will have to register
ensuing Annual General Meeting, will be paid to shareholders
themselves as a speaker by visiting the URL https://
holding equity shares of the Company, as stated in note
emeetings.kfintech.com/ and clicking on the tab
no. 14.
“Speaker Registration” during the period starting from
23rd August, 2021 (9.00 a.m.) upto 25th August, 2021 In accordance with the provisions of the Income Tax Act, 1961
(5.00 p.m.). Only those members who have registered as amended by and read with the provisions of the Finance
themselves as a speaker will be allowed to express Act, 2020, with effect from 1st April, 2020, dividend declared
their views/ask questions during the e-AGM. The and paid by the Company shall be taxable in the hands of
Company reserves the right to restrict the number of the shareholders. The Company shall therefore be required
speakers depending on the availability of time for the to deduct tax at source u/s 194, 195 and 196D of Income
e-AGM. Please note that only questions of the members Tax Act, 1961 depending upon the status and category of the
holding the shares as on cut-off date will be considered. Shareholders at the time of making the payment of the said
Dividend.
The applicable Tax Deduction at Source (TDS) provisions, as per the Income Tax Act, 1961, for various categories of shareholders
along with required documents provided in Table 1 and 2 below:
• Submitting declaration in Form No. 15G (applicable to any person other than
a company or a firm) / Form 15H (applicable to an Individual who is 60 years
and older), fulfilling all the required eligibility conditions.
Mutual Funds NIL Self-attested copy of registration certificate with SEBI and self-declaration that
the mutual funds are notified mutual fund u/s 10(23D)(ii) of Income Tax Act,
1961.
Insurance Companies: NIL Documentary evidence that the provisions of Section 194 of the Income Tax
Public & Other Insurance Act, 1961 are not applicable and a declaration that they are beneficial owner of
Companies the Shares.
Corporation established NIL Documentary evidence that the Corporation is covered under section 196 of the
by or under a Central Income Tax Act, 1961.
Act which is, under
any law for the time
being in force, exempt
from income-tax on its
income.
New Pension System NIL A declaration that they are governed by the provisions of section 10(44)
Trust [subsection 1E to section 197A] of the Act along with copy of registration
documents (self- attested);
Order under section 197 Rate provided Lower/NIL withholding tax certificate obtained from Income Tax authorities.
of the Act in the order
Alternative Investment NIL A declaration that its income is exempt under section 10(23FBA) of the Act and
fund (AIF) they are established as Category I or Category II AIF under the SEBI Regulations.
Copy of registration documents (self-attested) should be provided.
Other resident 20% Shareholders should update the PAN if not already done with depositories
shareholder without (in case shares are held in demat mode) and with the Company’s Registrar &
PAN/Invalid PAN Share Transfer Agent - KFin Technologies Private Limited Selenium Building,
Tower-B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally,
Hyderabad, Rangareddi, Telangana, India 500 032 at their email id: einward.ris@
kfintech.com or with us at investorgrievance@dfpcl.com (only in case shares
are held in physical mode).
The Company is not obligated to apply the Tax Treaty rates at the time
of tax deduction/withholding on dividend amounts. Application of
Tax Treaty rate shall depend upon the completeness and satisfactory
review by the Company, of the documents submitted by the non-
resident shareholders.
Foreign 196D 20%* (plus applica- None
Institutional ble surcharge and
Investors, cess)
Foreign
Portfolio
Investors (FII,
FPI)
Submitting 197 Rate provided in the Lower/NIL withholding tax certificate obtained from Income Tax
Order under Order authorities.
section 197 of
the Act
* Such TDS rate shall not be reduced on account of the application of the lower Tax Treaty rate, if any.
The aforementioned document should be uploaded with KFin Technologies Private Limited, the Registrar and Transfer Agent
(“KFin”) at https://ris.kfintech.com/form15 or emailed to einward.ris@kfintech.com as per the timelines mentioned in the email
sent to the shareholders or as mentioned in the Public Notice, in order to enable the Company to determine appropriate TDS /
withholding tax rate. No communication on the tax determination/deduction shall be entertained beyond the date mentioned in
the aforesaid email or in the Public Notice.
The Board of Directors recommends the proposed resolution Accordingly, the Board vide its circular resolution dated 27th
for the approval of the Members of the Company. January, 2021, on the recommendation of Nomination and
Remuneration Committee, appointed Smt. Varsha Vasant
None of the Directors or Key Managerial Personnel or their
Purandare (DIN 05288076) as an Additional Director in the
relative(s) is / are in any way concerned or interested, in
Capacity of Woman Independent Director of the Company
passing of the above mentioned resolution.
as per the applicable provisions of the Companies Act, 2013
Item No. 5 and SEBI (Listing Obligations and Disclosure Requirements)
In pursuance of Section 148 of the Companies Act, 2013 and Regulations, 2015 with effect from 31st January, 2021 for
Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the first term of 3 (three) consecutive years, subject to the
the Board of Directors (Board) shall appoint an Individual approval of the shareholders.
who is Cost Accountant, or a firm of Cost Accountants in
practice, as Cost Auditor on the recommendation of the Audit Smt. Purandare has submitted the Declaration of
Committee, which shall also recommend remuneration for Independence, as required pursuant to Section 149(6) of the
such auditor. The remuneration recommended by the Audit Companies Act, 2013 stating that she meets the criteria of
Committee shall be considered and approved by the Board independence as provided in Section 149(6) and Regulation
and ratified by the Members. 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Smt. Purandare has also informed that
On the recommendation of Audit Committee, the Board at its
she is not aware of any circumstances or situation, which
meeting held on 28th May, 2021 considered and approved
exist or may be reasonably anticipated, that could impair or
appointment of M/s Harshad S. Deshpande & Associates,
impact her ability to discharge her duties with an objective
Cost Accountants, for conducting Cost Audit of all applicable
independent judgment and without any external influence.
products at a remuneration of `2,25,000/- (Rupees Two Lacs
Twenty Five Thousand only) plus taxes as applicable and In the opinion of the Board, Smt. Purandare fulfills the
reimbursement of travel and out-of pocket expenses for the conditions specified in the Companies Act, 2013 and rules
Financial Year ending 31st March, 2022. made thereunder and SEBI (Listing Obligations and Disclosure
The Board of Directors recommends Ordinary Resolution Requirements) Regulations, 2015 and Smt. Purandare is
set out at Item No. 5 for approval by the Members of the independent of the management.
Company.
The Board is also of the opinion that Smt. Purandare
None of the Directors or Key Managerial Personnel or their possesses requisite skills, experience and knowledge relevant
relative(s) is / are in any way concerned or interested, in to the Company’s business and it would be in the interest
passing of the aforesaid resolution. of the Company to have her association as an Independent
Director.
Item No. 6
Regulation 17 of the SEBI (Listing Obligations and Disclosure Smt. Purandare is not disqualified from being appointed as a
Requirements) Regulations, 2015 (Listing Regulations) inter- Director in terms of Section 164 of the Act.
alia provides that the Board of directors of the top 500 listed
In respect of the appointment of Smt. Purandare, a notice in
entities shall have at least one independent woman director
writing in the prescribed manner, as required by Section 160
by 1st April, 2019 and the Board of directors of the top 1000
of the Companies Act, 2013 as amended and Rules made
listed entities shall have at least one independent woman
thereunder, has been received by the Company, regarding her
director by 1st April, 2020.
candidature for the office of the director.
To comply with the Listing Regulations as mentioned In accordance with the provisions of Section 149 read with
above, the Company had appointed Smt. Renu Challu as an Schedule IV to the Companies Act, 2013, appointment of an
Independent Woman Director of the Company who resigned Independent Director for the first term requires approval of
members by way of an ordinary resolution.
Information about the appointee: The Audit Committee and the Board of Directors of the
Company at their meeting held on 27th May, 2021 and 28th
Smt. Varsha Vasant Purandare [DIN 05288076], ex-Managing May, 2021, respectively, approved transfer of services from
Director & CEO of SBI Capital Markets, holds a Bachelor’s the Company to Smartchem Technologies Limited and
degree in Science (Chemistry) and has a Diploma in Business continuance of her engagement as AVP – TAN Business
Management, having varied experience of 36 years in the Strategy and Transformation w.e.f 1st June, 2021.
areas of Credit, Forex, Risk, Treasury, Capital Markets,
Investment Banking and Private Equity. Mrs. Purandare was In her new role she will be responsible for articulation of TAN
the Managing Director and Chief Executive Officer of SBI strategy involving segmental deep dive, which will comprise
Capital Markets Limited (“SBI Caps”) from November 2015 of segmental key needs, TAN’s value proposition for each
upto December 2018, where she was overall in-charge of SBI segment along with cost to serve and ROI, competition
Caps and its five subsidiaries, covering investment banking landscape assessment, case studies and best practices in
and encompassing Equity Capital Markets, Debt Markets, the global explosives industry and she would be reporting to
Private Equity, Institutional & Retail Broking, Trustee & Foreign TAN Sector Head.
Subsidiaries. Prior to this, Mrs. Purandare was the Deputy Section 188 of the Companies Act, 2013 read with Rule
Managing Director and Chief Credit and Risk Officer of State 15 of the Companies (Meetings of Board and its Powers)
Bank of India (“SBI”), where she headed the highest Credit Rules, 2014 provides that a company shall not enter into a
Committee and was in-charge of the overall credit function. transaction for appointment of related party to any office
Besides the above, Mrs. Purandare has held several positions or place of profit in the company, its subsidiary company or
in SBI, in India and abroad. associate company at a monthly remuneration exceeding
two and a half lakh rupees (30 Lacs p.a.) without approval of
Considering the illustrious background and enormous
Shareholders of the Company.
professional experience in Banking and Capital Market Sector,
the Board of Directors recommends Ordinary Resolution Accordingly, the transfer of services of Ms. Rajvee Mehta from
set out at Item No. 6 for approval by the Members of the the Company to STL at a monthly remuneration exceeding
Company. two and a half lakh rupees or ` 30 Lacs p.a., being related
to Shri. Sailesh C. Mehta, Chairman & Managing Director and
None of the Directors or the Key Managerial Personnel or
Smt. Parul S. Mehta, Non Executive Director of the Company
their relative(s) is / are in any way concerned or interested,
would require approval of the shareholders by way of an
in passing of the aforesaid resolution, except the appointee
ordinary resolution.
Director and her relatives.
None of the Promoter, Director, Key Managerial Personnel of
Item No. 7
the Company and their relatives except Shri. Sailesh C. Mehta,
Ms. Rajvee Mehta, daughter of Shri. S C Mehta, Chairman & Smt. Parul S. Mehta, Directors/ Promoters of the Company
Managing Director and Smt. Parul Mehta, Director, has been and Shri. Yeshil Mehta, Promoter of the Company are deemed
associated with Deepak Fertilisers And Petrochemicals to be concerned or interested financially or otherwise in the
Corporation Limited (“DFPCL”) as an Associate Vice President said resolution.
(HR) (“AVP-HR”) at an annual fixed remuneration of `30 lacs
per annum since September, 2018. The Board accordingly recommends the ordinary resolution
as set out in Item No. 7 for approval by the Members of the
Ms. Rajvee Mehta has done her Master’s in Business
Company.
Administration (MBA) from the prestigious London Business
School with a concentration in Organizational Behavior and Item No.8
Psychology and various other courses in Strategy. In her role
as Associate Vice President (HR), she had been supporting The Company, in order to meet its growth objectives, to
the Company on key HR change management interventions augment its long-term resources and to strengthen its
and her performance in the Company has been “very good” financial position, would require funds. While it is expected
and she has been instrumental in driving change interventions that the internal generation of funds would partially meet the
like HR process Audit, Crafting and stabilizing onboarding funding requirement, it is thought prudent for the Company
process, Sales incentive plan for TAN frontline sales team, to have enabling approvals to raise a part of the funding
Organisation structure redesign for TAN, Organization
[In pursuance of Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standards -2 (SS-2)]
Name of the Director Smt. Parul Sailesh Mehta Smt. Varsha Vasant Purandare
Age 56 62 Years
Bachelor of Science (Chemistry) and Diploma in
Qualification B.Com.
Business Management
Date of Appointment 20th October, 2005 31st January, 2021
FINANCIAL RESULTS
STATE OF AFFAIRS OF THE COMPANY forms part of this Report, inter alia, deals adequately with
the operations and also current and future outlook of the
Your Company has achieved the Total Revenue of Rs 1,811
Company on a consolidated basis.
Crore (including ` 589 Crore from trading operations) during
the year under review as against previous year’s level of ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS
` 1,708 Crore (including ` 707 Crore from trading operations). (FCCBs) / COMPULSORY CONVERTIBLE DEBENTURES (CCDs)
Profit Before Tax (PBT) for the year under review was `272 As reported in the previous year’s Annual Report, the Board
Crore as against `22 Crore in the previous year. had granted an in-principle approval for issuing FCCBs
aggregating upto US$ 30,000,000 (United States Dollars
Net Profit for the current year was recorded at ` 209 Crore as
Thirty Million) in two tranches to International Finance
against ` 31 Crore in the previous year.
Corporation (IFC).
MANAGEMENT DISCUSSION AND ANALYSIS
Subsequently, in the previous Financial Year, the Securities
The Management Discussion and Analysis (MDA), which Issue Committee of the Company had allotted 30 (Thirty)
Considering the first tranche and second tranche, the Further, the Rights Issue Committee of the Company at its
investment of IFC in the Company stands at aggregate meeting held on 20th October, 2020 approved the allotment of
amount of US$ 30 million (Approx. ` 216 Crore). 1,33,92,663 equity shares on rights basis to the shareholders
of the Company.
ISSUE OF COMPULSORY CONVERTIBLE DEBENTURES
(CCDs) BY MATERIAL SUBSIDAIRY i.e. SMARTCHEM The details of the issue of shares on rights basis have been
TECHNOLOGIES LIMITED provided in the General Shareholder Information.
The Board had also granted an in-principle approval for
DETAILS OF UTILISATION OF FUNDS RAISED THROUGH
issue of Compulsory Convertible Debentures (CCDs) by
PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS
Smartchem Technologies Limited (a wholly owned subsidiary
of the Company) aggregating upto ` 210 Crore (Rupees Two PLACEMENT OR RIGHTS ISSUE
Hundred Ten Crore only) in two tranches to IFC. The security
During the year under review, the Company has raised funds
issue agreements have been executed by the Company
through the following manner:
and IFC.
Sr. Mode of Fund Raising Name of the party to whom Date of Raising Funds Amount Raised
No. the securities were issued
1 Issue of Shares on Rights Basis To the eligible shareholders of 20th October, 2020 `178.12 Crore
the Company
2 Issue of Foreign Currency Convertible International Finance 30th September, 2020 Approx. ` 109 Crore
Bonds (FCCBs Funds) Corporation (US$ 15 Million)
The Company has utilised the funds raised through issue of SHARE CAPITAL
FCCBs for the purposes as mentioned in the Notice of the
During the year under review, the Company had allotted
Annual General Meeting held on 18th September, 2018 and
1,33,92,663 equity shares to on rights basis to the
in respect of shares issued on rights basis, the entire funds shareholders of the Company. The details of the issue of
raised by the Company have been utilised for the objects shares on rights basis have been provided in the General
stated in the Letter of Offer for Rights Issue of the Company, Shareholder Information. The Company has not issued
dated 11th September, 2020. shares with differential voting rights or sweat equity shares,
nor has it granted any stock options.
DIVIDEND
The paid-up equity share capital of the Company as on 31st
Considering the performance of the Company, the Board of March, 2021 was ` 102.68 Crore.
Directors of the Company recommends a dividend @ 75 % i.e.
` 7.5 per Equity Share (Previous year ` 3 per Equity Share) of CHANGES IN THE BOARD OF DIRECTORS
` 10 each of the Company for the year ended 31st March, Appointments
2021.
During the year under review, the Board of Directors, based
The proposed dividend is in line with the ‘Dividend Distribution on the recommendation of Nomination and Remuneration
Policy’ adopted by the Board at its meeting held on 30th June, Committee, had approved the appointment of the following
2017. The Policy is available on the Company’s website: directors as additional directors in the capacity of Independent
www.dfpcl.com. Directors:
2. Shri Sujal Anil Shah for the first term of 5 consecutive Smt. Challu has also given confirmation to the Company
years w.e.f. 30th June, 2020 that other than the reasons mentioned above, there are
no other material reasons for her resignation as an
3. Smt. Varsha Purandare for the first term of 3 consecutive
Independent Director of the Company and the same
years w.e.f. 31st January, 2021.
was intimated by the Company to the Stock Exchanges.
The Shareholders of the Company, at their Annual General
Cessation:
Meeting held on 21st September, 2020, had approved the
appointment of Smt. Renu Challu and Shri Sujal Anil Shah as During the year under review, Shri. Pranay Vakil on completion
independent directors of the Company for their respective of his second term as an Independent Director of the Company,
terms. pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Further, in the ensuing Annual General Meeting, the item
Regulations, 2015, has ceased to be Director of the Company
w.r.t. appointment of Smt. Varsha Purandare as Woman
w.e.f. 21st September, 2020.
Independent Director will be taken up. All the information
as required pursuant to the provisions of the Companies, The Board had placed on record its sincere appreciation to
Act 2013 and SEBI (Listing Obligations and Disclosure the valuable guidance provided by Shri Pranay Vakil during
Requirements) Regulations, 2015 is provided in the Notice of his tenure as Independent Director of the Company.
the ensuing Annual General Meeting. The shareholders are
Re-appointment:
requested to approve the appointment in the ensuing annual
general meeting. Smt. Parul Mehta retires by rotation at the ensuing Annual
General Meeting pursuant to provisions of Section 152 of the
Resignation:
Companies Act, 2013 and rules made thereunder and being
During the year under review, the following independent eligible, offers herself for re-appointment at the ensuing
directors have resigned from the Company: Annual General Meeting.
Shri Mahesh Chhabria, Independent Director of the During the year under review, eight board meetings were
Company, tendered his resignation to be effective from held. These meetings were held on 21st April, 2020, 25th May,
31st July, 2020 on account of his active involvement 2020, 30th June, 2020, 31st July, 2020, 11th September, 2020,
with the Kirloskar group and other pre-occupation. 3rd November, 2020, 3rd February, 2021 and 26th March, 2021.
The Board, at its meeting held on 31st July, 2020, has CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)
accepted his resignation and recorded its appreciation
During the year under review, Shri K Subharaman, EVP- Legal
for his valuable contribution during his tenure on the
and Company Secretary superannuated from the services of
Board of the Company.
the Company w.e.f. 6th November, 2020 and consequently
Shri Chhabria has also given confirmation to the Shri Gaurav Munoli, Assistant Company Secretary was
Company that other than the reasons mentioned above, designated as Company Secretary of the Company.
there are no other material reasons for his resignation
Further, Shri Ritesh Chaudhry, Vice President & Head – Legal
as an Independent Director of the Company and the
& Secretarial has been appointed as the Company Secretary
same was intimated by the Company to the Stock
w.e.f. February 3, 2021.
Exchanges.
A STATEMENT REGARDING THE OPINION OF BOARD THE
2. Smt. Renu Challu
WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
Smt. Renu Challu, Independent Director of the Company (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
had tendered her resignation as the Director of the DIRECTORS APPOINTED DURING THE YEAR
Company with effect from 31st October, 2020, on
During the year under review, the following were the
account of personal reasons.
Independent Directors appointed on the Board of the
The Board at its meeting held on 3rd November, 2020 Company:
while taking note of resignation by Smt. Renu Challu,
vi) systems to ensure compliance with the provisions of all M/s. P G BHAGWAT LLP, Chartered Accountants, have
applicable laws were in place and were adequate and conveyed their consent to be appointed as the Statutory
operating effectively. Auditors of the Company along with the requisite confirmation
that, their appointment, if made by the shareholders, would be
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS within the limits prescribed under the Companies Act, 2013.
UNDER SECTION 143(12)
The Auditors’ Report to the Shareholders for the year under
During the year under review, there were no frauds reported review does not contain any qualification, reservation or
by the auditors to the Audit Committee or the Board under adverse remark or disclaimer.
Section 143(12) of the Companies Act, 2013.
SECRETARIAL AUDITORS & SECRETARIAL STANDARDS
STATUTORY AUDITORS AND THEIR REPORT
The Secretarial Auditors, M/s. SVD & Associates, Practising
M/s. B S R & Associates LLP, who were appointed as the Company Secretaries, has issued Secretarial Audit Report
Statutory Auditors of the Company for a period of five (Form MR-3) for the Financial Year 2020-21 pursuant to
years from the conclusion of Thirty-Seventh Annual General Section 204 of the Companies Act, 2013 and pursuant to
Meeting held on 21st September, 2017 until the conclusion of Regulation 24A of the SEBI (Listing Obligations and Disclosure
the Forty Second Annual General Meeting, have resigned as Requirements) Regulations, 2015 which is annexed to
the Statutory Auditors of the Company w.e.f. 3rd November, Directors’ Report (Refer Annexure-1).
2020 due to commercial reasons. The Board, at its meeting
held on 3rd November, 2020, on the recommendation of the In respect of observations made out in the Secretarial Audit
Audit Committee, accepted the resignation tendered by the Report, it is informed, as under:
Statutory Auditors.
Appointment of Women Independent Director:
Further, the Audit Committee and the Board, at their
The appointment of women Independent Director was
respective meetings held in November 2020 placed on record
required to be made on or before April 1, 2020 as per regulation
their appreciation to M/s. B S R & Associates LLP for their
17 sub-regulation 1 clause (a) of LODR, but was made w.e.f.
contribution to the Company with their audit processes and
May 14, 2020. The Company had already started the process
standards of auditing.
of identifying the Woman candidate and accordingly, the
Appointment of M/s. P G BHAGWAT LLP Meeting of Nomination & Remuneration Committee and
the Meeting of Board of Directors was scheduled in the
Pursuant to the provision of Section 139 of the Companies last week of March 2020 to inter-alia, discuss and decide
Act, 2013, the Company was required to fill the casual the appointment of Woman Independent Director. However,
vacancy caused by the resignation of M/s. B S R & Associates due to nationwide Lockdown in March 2020, the meeting of
LLP as Statutory Auditors of the Company. could not be convened and the appointment of the Woman
Accordingly, the Shareholders of the Company, on the Independent Director could not be effected before 1st April,
recommendation of the Board of Directors and Audit 2020. However, the Company has appointed the Independent
Committee, have approved the appointment of M/s. P G Woman Director w.e.f. May 14, 2020.
Your Company is engaged in concerted CSR initiatives FAMILIARISATION PROGRAMME FOR INDEPENDENT
through Ishanya Foundation, as Implementing Agency for CSR DIRECTORS
activities. The CSR initiatives of your Company are focused The Company follows the practice of conducting
and the entire approach has become more structured. familiarisation programme of the independent directors as
The details of the initiatives taken by the Company on CSR detailed in the Corporate Governance Report which forms
during the year as per the Companies (Corporate Social part of the Annual Report.
Responsibility Policy) Rules, 2014 is given in Annexure
WHISTLE BLOWER POLICY
forming part of this report (Refer Annexure-4).
The Company believes in the conduct of the affairs of its
The Ministry of Corporate Affairs, vide its notification dated
constituents in a fair and transparent manner by adopting the
22nd January, 2021, had brought certain amendments to
the CSR Provisions, which inter-alia required the Company to highest standards of professionalism, honesty, integrity and
amend its CSR Policy. ethical conduct. The Company has a Whistle Blower Policy
under which the employees are free to report violations of the
In view of the above, the Board of Directors, at its meeting applicable laws and regulations and the Code of Conduct.
held on 25th March, 2021, on the recommendation of the
CSR Committee, had adopted a revised CSR Policy, which is Further, as per the provisions of Regulation 18 (3) of the
available on the website of the Company at https://www.dfpcl. SEBI (Listing Obligations and Disclosure Requirements)
com/wp-content/uploads/2021/05/CSR-Policy_DFPCL.pdf Regulation, 2015 (Listing Regulations) read with Part C of
To,
The Members,
Deepak Fertilisers And Petrochemicals Corporation Limited,
Sai Hira, Survey No. 93,
Mundhawa, Pune -411036
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Deepak Fertilisers And Petrochemicals Corporation Limited (hereinafter called “the Company”).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company has
proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for
the financial year ended on March 31, 2021 according to the provisions of:
(i) The Companies Act, 2013, as amended from time to time (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018 (SEBI
ICDR);
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to
the company during the Audit Period);
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable
to the company during the Audit Period);
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Not applicable to the
Company during the Audit Period);
vi) We further report that, following are the other laws, as informed and certified by the Management of the Company, which
are specifically applicable to the Company based on their sector / industry :
i) Petroleum and Minerals Pipelines (Acquisition of Right Users in Land) Act, 1962.
We have also examined compliance with the applicable clauses and regulations of the following:
(i) Secretarial Standards issued by ‘The Institute of Company Secretaries of India’; and
(ii) The Listing Agreement entered into by the Company with Stock Exchange(s) pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (LODR).
During the year under review, the company has complied with the provisions of the Act, rules, regulations, guidelines, standards
etc. mentioned above subject to the following observation-
The Bombay Stock Exchange has imposed fine on the company for non-redressal of investors complaints within time. We
are informed that the details of the Complaint were not available to the Company on the BSE Portal. The said were however
made available to the Company on February 3, 2021 which was settled on February 24, 2021 i.e. within 21 days from the date
of receipt of complaint notwithstanding the pandemic period during which there was non-availability of Signatories authorised
to give instruction to the Bank for making payments. In view of above, the company has submitted representation to Bombay
Stock Exchange for waiver of the fine levied upon it. In the interim, pending waiver of fine by BSE, the same has been paid
UNDER PROTEST to avoid the consequences of non-payment.
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. However, we observe that the appointment of women Independent Director that was required to be
made w.e.f. April 1, 2020 as per regulation 17 sub-regulation 1 clause (a) of LODR, was made w.e.f. May 14, 2020. The Company
had already started the process of identifying the Woman candidate. The Meeting of Nomination & Remuneration Committee
and the Meeting of Board of Directors was scheduled in the last week of March 2020 to inter-alia, discuss and decide the
appointment of Woman Independent Director. However, due to nationwide Lockdown in March 2020, the meeting could not
be convened and the appointment of the Woman Independent Director could not be effected. However, the Company has
appointed the Independent Woman Director w.e.f. May 14, 2020.The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further Information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
We further report that there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
1. As disclosed in the last year’s report, effective May 15, 2014, domestic gas supply to the Company was arbitrarily stopped
by the Ministry of Petroleum and Natural Gas. The Company successfully challenged the same before the Hon’ble Delhi
High Court, which, by its Orders dated July 7, 2015 and October 19, 2015 directed the Government of India (GoI) to restore
the supply of gas. Review petition filed by the GoI, challenging the said Orders was rejected by the said Court. Further,
the GoI also filed the Special Leave Petition (SLP) before the Hon’ble Supreme Court of India against the Order of Hon’ble
Delhi High Court, which was also disposed without granting any relief to the GoI. The GoI has filed an affidavit before
the Hon’ble Delhi High Court stating that Inter Ministerial Committee (IMC) has decided to recommend supply of pooled
gas to the Company, subject to approval of the Competent Authority. GoI has further filed an application in the Hon’ble
Delhi High Court seeking dismissal of the matter. The Company is contesting the said application since the Competent
Authority has not decided based on the recommendation of the said IMC and the application so filed is pre-mature.
The Hon’ble Delhi High Court asked GoI to bring the IMC decision/ report on record, if not filed then the matter will be
proceeded further without the report. The hearing in the Delhi High Court is now posted in the month of July, 2021.
2. The Company had undergone re-structuring exercise wherein the TAN and Fertiliser undertakings were transferred to
its wholly owned subsidiary, Smartchem Technologies Limited and the order from NCLT was received in April, 2017 and
filed with Registrar Of Companies, Pune on May 2, 2017. Therefore, the Audit of Accounts consequent to the demerger
as aforesaid had got delayed. The Company had sought necessary permissions from the Stock Exchanges to this effect
and the Accounts were approved only on June 30 , 2017 by the Board. The Stock Exchanges in the month of June 2017,
levied a fine of ` 22,60,768 which was duly paid by the Company under protest. The Company had made a representation
of the matter before Securities and Exchange Board of India (SEBI). SEBI vide its order dated August 1, 2018 had rejected
the Company’s application to waive the fine imposed by the Stock exchanges. The Company has preferred an appeal with
Securities Appellate Tribunal (SAT) on October 17, 2019 against the aforesaid SEBI’s order and at present the matter is
pending with SAT.
3. The Company had issued 64,76,893 warrants to Robust Marketing Service Private Limited (RMSPL), a promoter group
company, on October 16, 2018. On October 1, 2019, the Company had allotted 10,79,482 shares to RMSPL upon conversion
of 10,79,482 warrants out of a total of 64,76,893 warrants held by RMSPL as per the terms of issue of the said warrants.
RMSPL had to pay the balance sum of `125 crore at any time on or before April 15 , 2020, as per SEBI ICDR regulations
(being 18 months from the date of allotment of warrants), for conversion of the entire warrants into equity shares or part
payments for prorata allotment of equity shares as done earlier. On request from the Company, SEBI had granted time of
one more month i.e till May 15 2020 in order to subscribe to equity shares by conversion of warrants to RMSPL. Since, the
Company did not receive the balance subscription amount of `125 crore from RMSPL before the extended due date i.e.
May 15 2020, the balance lying in the Company paid as Upfront Warrant Subscription Amount towards 25% of the issue
price of the warrants and still not converted by RMSPL into equity amounting to ` 41.66 Crore, stands forfeited in terms
of Regulation 169 (3) of the SEBI ICDR.
4. During the year the company had Commercial Discussion between FCCB Subscriber and the Board has approved certain
modifications in the terms of the FCCB Subscription Agreement inter alia, change in conversion price from ` 250 per share
to ` 195 per share and extension of tenor of both Tranches of FCCBs by Twelve (12) months. The Company issued second
tranche of 30 FCCBs on a private placement basis to IFC on September 30, 2020. The Company received a sum of US$ 15
million from IFC as an amount of subscription to the second tranche of FCCBs on September 30, 2020.
5. The Department of Fertilisers (DoF), Ministry of Chemicals and Fertilisers, had withheld subsidy, due to the Group in
accordance with applicable Nutrient Based Subsidy (NBS) scheme of Government of India (GOI), alleging undue gain
arising to the Group on account of supply of “cheap” domestic gas. Subsequently, DoF agreed to release subsidy against
Bank Guarantee of ` 31,052 Lakhs pending final decision, with regard to undue gain. Ministry of Chemical and Fertilisers
6. The Board of Directors at their meeting held on 25th May, 2020 have considered and approved raising of funds by way
of issue of equity shares in the ratio of 3 Equity Shares for every 20 Equity shares held on the Record Date i.e. Thursday
September 17, 2020, to the existing equity shareholders of the Company on rights basis (Rights Issue) for an issue
size of upto ` 180 crore. The promoter and promoter group of the Company have subscribed to the full extent of their
aggregate rights entitlement. The Rights Issue Committee, at its meeting held on October 20, 2020, inter alia, considered
and approved the allotment of 1,33,92,663 Equity Shares at a price of ` 133 per Equity Share (including a premium of `
123 per Equity Share) to its existing shareholders as on the record date fixed for the purpose.
7. The Company has conducted postal ballot during the year for following items:
1. Appointment of P G BHAGWAT LLP, Chartered Accountants (FRN:101118W/ W100682) as the Statutory Auditors of
the Company to fill the casual vacancy caused by resignation of B S R & Associates LLP, Chartered Accountants.
2. Approval relating to payment of remuneration to Shri S. C. Mehta, Chairman and Managing Director of the Company.
Sridhar Mudaliar
Partner
FCS No:6156
CP No:2664
UDIN: F006156C000370982
Place: Pune
Date: May 28, 2021
Note: This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A and forms
an integral part of this report.
To,
The Members
Deepak Fertilisers And Petrochemicals Corporation Limited,
Sai Hira, Survey No. 93,
Mundhawa, Pune -411036
Our Secretarial Audit Report of even date is to be read along with this letter.
Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to
ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate
and operate effectively.
Auditor’s Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the
Company with respect to secretarial compliances.
3. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate
for us to provide a basis for our opinion.
4. We have relied on the documents and evidences provided by electronic mode, in view of prevailing pandemic situation of
Covid-19.
5. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations
and happening of events, etc.
Disclaimer
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
7. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
Sridhar Mudaliar
Partner
FCS No:6156
CP No:2664
UDIN: F006156C000370982
Place: Pune
Date: May 28, 2021
[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014]
Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures
Part-A: Subsidiaries
(` in lakhs )
1 2 3 4 5 6 7 8 9 10 11
Sl. Name of Subsidiary Smartchem Platinum Australian Performance SCM Deepak Deepak Complete Mahadhan Ishanya Yerrowda
No. Technologies Blasting Mining Chemiserve Fertichem Mining Nitrochem Mining Farm Brand Investments
Limited #
Services Pty. Explosives Limited$1 Limited# Services Pty Limited# Solutions Technologies Services Limited#
Limited#$1 Pty. Limited Private Private Limted$1 Limited
#$2
Limited# Limited
(earlier
known
as Runge
Pincock
Minarco
India Private
Limited)# $3
1 Reporting period for the 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020 01/04/2020
subsidiary concerned, if to to to to to to to to to to to
different from the holding 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021 31/03/2021
company’s reporting period
2 Reporting currency and Indian AUD AUD Indian Indian Indian AUD Indian Indian Indian Indian
Exchange rate as on the last Rupees 1 AUD = 1 AUD = Rupees Rupees Rupees 1 AUD = Rupees Rupees Rupees Rupees
date of the relevant Financial 55.61 55.61 55.61
year in the case of foreign
subsidiaries.
3 Share Capital 1,705 4,806 - 10 5 1 81 29 1 410 24
4 Reserves & Surplus 282,283 2,591 104 69,969 -92 -50 -55 -29 4 -157 3,718
9 Profit / (Loss) before taxation 24,459 1,599 114 412 -65 -18 - -26 160 -149 -76
11 Profit / (Loss) after taxation 20,041 1,573 104 301 -65 -18 - -26 118 -111 -84
The Company, is a wholly owned subsidiary of your Company, is in the business of manufacturing Technical Grade
Ammonium Nitrate and manufacturer and trading of fertilisers. The Company achieved a turnover of ` 3,908.25 Crore
(excluding other income) and profit before tax of ` 244. 59 Crore.
(` in lakhs)
S. Particulars Details of Associates & Joint Venture
No.
1 Name of the Associates and Joint Ventures Ishanya Realty Corporation Limited#
2 Latest audited balance Sheet Date 01/04/2020 to 31/03/2021
3 No. Shares of Associate / Joint Ventures held by the Company 49,994.00
on the year end
Amount of Investment in Associate/ Joint Venture 5.00
Extend of Holding % 49.99%
4 Description of how there is significant influence DFPCL is holding more than threshold limit of 20%
5 Reason why the associate/ joint venture is not consolidated There is no transaction during the year and on basis of
materiality and capital base the amount is negligible.
6 Net-worth attributable to Shareholding as per latest audited 1
Balance Sheet
7 Profit/ (Loss) for the year 0
8 Considered in Consolidation -
9 Not Considered in Consolidation -0.24
# Standalone Figures
Your Company holds 49.99% stake in the Company. The Company is in the business of Sale of Engineering Components
& Allied Activities. The Company is exploring various business opportunities.
Notes:
1. Names of associates or joint ventures which are yet to commence operations: None
2. Names of associates or joint ventures which have been liquidated or sold during the year: None
1. Introduction
The Nomination and Remuneration Policy (“Policy”) of the Company has been formulated in accordance with the
provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“LODR Regulations”) and sets out the criteria to pay remuneration to the Directors, Key Managerial Personnel (KMP) and
Senior Management Personnel of the Company.
The Key Objectives and scope of the Nomination & Remuneration Committee would be:
a) To formulate the criteria for determining qualifications, positive attributes and independence for appointment and
removal of a director.
b) To recommend to the Board a policy, relating to the remuneration for the directors, Key Managerial Personnel and
Senior Management Personnel which involves a balance between the fixed and incentive pay reflecting short-term
and long-term objectives appropriate to the working of the Company and its goals.
3. Definitions
‘Committee’ means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the
Board.
“Company”
means Deepak Fertilisers And Petrochemicals Corporation Limited (DFPCL).
“Independent Director” means a Director of the Company, not being in whole time employment and who is neither a
promoter nor belongs to the promoter group of the Company and who satisfies the criteria for independence as prescribed
under Section 149 of the Companies Act, 2013 and the Listing Agreement with the stock exchanges.
“Key Managerial Personnel” means Key managerial personnel as defined under the Companies Act, 2013 and includes:
“Senior Management” means personnel of the Company who are members of its core management team (Internal Board)
excluding the Board of Directors.
4. Functions of Committee:
The Nomination and Remuneration Committee shall, inter-alia, perform the following functions:
a. Identify persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal.
(iii) Remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to
run the company successfully;
(iv) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
(v) Remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the company and its goals;
The Chairperson of the Nomination and Remuneration Committee or, in his absence, any other member of the committee
authorised by the Chairperson in this behalf shall attend the general meetings of the company.
Provided that Nomination and Remuneration Committee shall set up mechanism to carry out its functions and is further
authorized to delegate any / all of its powers to any of the Directors and / or officers of the Company, as deemed necessary for
proper and expeditious execution.
5. Membership
i. The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.
ii. The quorum shall be either two members or one third of the members of the Committee whichever is higher.
iv. Term of the Committee shall be continued unless terminated by the Board of Directors.
6. Chairperson
ii. Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the
Committee.
iii. In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst
them to act as Chairperson.
7. Frequency of Meeting
The meeting of the Committee shall be held at such regular intervals as may be required.
8. Secretary
The Company Secretary of the Company shall act as Secretary of the Committee.
Proceedings of all meetings shall be minuted and signed by the Chairman of the Committee at the subsequent meeting.
Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meetings.
10. Policy for appointment and removal of Director Key Managerial Personnel (“KMP”) and Senior Management Personnel
(“SMP”)
(A) Appointment criteria and qualifications for Director, KMP and SMP
a) The Committee shall identify and ascertain the integrity, qualification, expertise, positive attributes and
experience of the person for appointment as Director and recommend to the Board his / her appointment.
c) The President (HR) of the Company, under the overall superintendence and control of the Chairman & Managing
Director, will undertake the process of appointment of KMP and/or SMP based on the roles and responsibilities
of the position, the skill sets, attributes, seniority, experience and such other parameters required.
d) Upon finalization of appointment of a person for the position of KMP and/or SMP by the Chairman and
Managing Director and the acceptance of the offer by the candidate, the same shall be put up to the Committee
and the Board for its confirmation post which the letter of appointment shall be issued to KMP and/or SMP, as
the case may be.
(B) Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations
thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director
and/or the KMP subject to the provisions and compliance of the applicable Acts, rules and regulations. However, the
decision to remove the SMP shall be taken by the Chairman & Managing Director.
(C) Retirement
The Director, KMP and SMP shall retire as per the applicable provisions of the Act and the prevailing policy of the
Company. While the Board will have the discretion to retain the Director, the discretion to retain KMP and/or SMP in
the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company
shall vest with the Chairman & Managing Director of the Company.
a) The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders
of the Company, if required.
b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/
slabs / conditions laid down in the provisions of the Act.
c) Term / Tenure of the Directors shall be as per company’s policy and subject to the provisions of the Act.
a) Fixed pay:
The Whole-time Director shall be eligible for a monthly remuneration as may be approved by the Board. The breakup
of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical
expenses, club fees etc. shall be decided and approved by the Board/the Person authorized by the Board and
approved by the shareholders, if required.
b) Commission:
c) Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration
to its Whole-time Director in accordance with the provisions of Schedule V of the Act.
If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess
of the limits prescribed under the Act or without approval required under section 197 of the Companies Act, 2013,
he / she shall refund such sums to the Company within two years or such lesser period as may be allowed by the
a) Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Act.
b) Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board
or Committee thereof.
Provided that the amount of such fees shall be decided by the Board and subject to the limit as provided in the Act.
c) Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1%
of the profits of the Company computed as per the applicable provisions of the Act.
The remuneration of KMP and SMP shall be determined by the management of the Company as per their roles and
responsibilities in the organization, skill sets, seniority, experience, the last drawn remuneration and prevailing remuneration
for equivalent jobs.
Broadly, the remuneration structure of KMP and SMP shall include the following components:
i) Basic pay
ii) HRA
iii) Allowances
v) Retiral benefits
vi) Performance Bonus i.e. incentive pay on the basis of the performance of the KMPs and SMPs.
with liberty to the management to allocate the amounts towards various salary subject to there being no change in
the overall Cost to the Company.
11. Amendments
This Policy may be amended by the board at any time and is subject to (i) amendments to the Companies Act, 2013 (the
Act 2013) and (ii) further guidelines and enactments by the SEBI, including LODR Regulations.
For over a decade as a socially responsible Company, Deepak Fertilisers And Petrochemicals Corporation Limited
(“DFPCL”) or “the Company”), is committed to serve the society it operates in. The Company conducts several outreach
programmes around its establishments. While the CSR projects and programs to be undertaken by the Company shall
include activities falling within the preview of schedule VII of Companies Act, 2013, the focus will be on the following
broad themes:
a) Women empowerment through vocational training (skill development) and livelihood Programmes;
b) Health and
c) Education.
The underlying objective for the aforesaid themes is aimed at making people self-reliant through economic and social
empowerment, providing employable skills and social entrepreneurship opportunities to youth and women to ensure
livelihood for economic betterment and social development of themselves and their families, instilling pride and confidence
(in the target population) to take on future challenges. Health initiatives, culture and heritage support programmes have
also formed Company’s ancillary focus areas. Improving the quality and infrastructure in the educational institutions has
also been the Company’s priorities.
*Shri Pranay Vakil on completion of his Second Term as Independent Director ceased to be director w.e.f. 21st September, 2020 and also ceased
to be the member and Chairman of the Corporate Social Responsibility Committee;
**Smt. Challu on account of her personal reasons has ceased to be the director of the Company w.e.f. 31st October, 2020 and also ceased to be
the member of the Corporate Social Responsibilty Committee;
*** Shri Alok Perti was appointed as Member of Corporate Social Responsibility Committee w.e.f. 3rd November, 2020.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company:
https://www.dfpcl.com/wp-content/uploads/2021/05/CSR-Policy_DFPCL.pdf
https://www.dfpcl.com/social-responsibility/
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):
Not applicable
Sl. No. Financial Year Amount available for set-off from preceding Amount required to be set- off for the
financial years (in `) financial year, if any (in `)
Nil
6. Average net profit of the company as per section 135(5): 2327.00 Lacs
7. (a) Two percent of average net profit of the company as per section 135(5): 47.00 Lacs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b- 7c): 47.00 Lacs
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name Item from Local Location of the Project Amount Amount Amount Mode of Mode of
No. of the the list of area project. duration. allocated spent transferred Implementation Implementation
Project activities in (Yes/No) for the in the to Unspent Direct Through
CSR Account
Schedule project current for the (Yes/No) Implementing
VII to the (in `) financial project as Agency
Act. Year per Section
(in `) 135(6) (in `)
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount transferred Amount spent Amount transferred to any fund specified under Amount remaining to be
No. Financial to Unspent CSR in the Schedule VII as per section 135(6), if any. spent in succeeding financial
Year. Account under reporting years. (in `)
section 135 (6) Financial Year
(in `) (in `) Name of the Amount Date of transfer
Fund (in Rs)
Nil*
*The provisions of Section 135 (6) are effective from 22nd January 2021. Therefore, the details required in the table are not applicable for FY 2020-21.
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl. Project Name Financial Project Total amount Amount spent Cumulative Status of the
No. ID of the Year in duration allocated for on the project amount spent project -
Project which the the project in the reporting at the end of Completed/
project was (in `) Financial Year reporting Financial Ongoing.
commenced. (in Rs). Year. (in `)
Nil
(asset-wise details).
(b) Amount of CSR spent for creation or acquisition of capital asset: N.A.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.: N.A.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).: N.A.
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): N.A.
Sd/- Sd/-
Partha Bhattacharyya Parul Mehta
(Chairman – CSR Committee) (Director)
A. CONSERVATION OF ENERGY
K7/8 Plant:
• Gas turbines GT 5 run with either GT 1 or GT 2 below load of 10.4 MWH to prevent part load operation of 3
Gas Turbines and improve specific energy consumption of Gas Turbines. Specific NG consumption decreased
from 0.37 to 0.32 sm3/kWh saving ` 86 Lakhs per month.
(b) The steps taken by the company for utilizing alternate sources of energy:
a. The Company has Installed 300 KWH solar power generation plant which is the Company’s first step towards
clean and green energy. Total investment was ` 130 Lakhs and saving for the FY 2020-21 has been approx.
` 22.50 Lakhs. Installation of the required infrastructure to wheel the power generated by DFPCL’s wind
turbines to the K1 facility. Special energy meters are installed to account for the power transmitted.
b. The Company saved ~ ` 110 Lakhs in FY 2020-21 by utilizing the provision of Open Access mechanism for
purchase of power at JNPT site.
B. TECHNOLOGY ABSORPTION
The Company is working with CSIR – National Chemical Laboratory, Pune for the development of new catalyst for
the IPA plant.
(2) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL
(3) In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year)-
Details of The Year of Whether the technology If not fully absorbed, areas where absorption has
Technology imported Import been fully absorbed not taken place, and reasons therefor
None
K1 Plant:
1) Hand Sanitizer (Value addition to IPA product basket) – To mitigate the current COVID-19 pandemic situation
and ensure availability of Alcohol Based Hand sanitizer R&D team quickly established process as per WHO
guidelines for Hand Sanitizer production with required purity at R&D scale. After requisite results from R&D
Trial, the Hand sanitizer & Rubbing Alcohol is being used inhouse plant & CSIR team for mitigating the crisis
scenario.
To,
Deepak Fertilisers And Petrochemicals Corporation Limited
Sai Hira, Survey No.93,
Mundhawa, Pune-411 036
a) all the documents and records made available to us, by way of email in view of the prevailing pandemic situation of
COVID -19 and explanation provided by Deepak Fertilisers And Petrochemicals Corporation Limited (“the listed entity”),
b) the filings/ submissions made by the listed entity to the stock exchanges,
d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended
March 31, 2021 (“Review Period”) in respect of compliance with the provisions of:
a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Not applicable to the listed entity
during the Review Period);
e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the listed
entity during the Review Period);
f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the
listed entity during the Review Period);
g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares)
Regulations,2013 (Not applicable to the listed entity during the Review Period);
h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
i) Securities and Exchange Board of India (Depositories and Participant Regulation), 2018;
j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; and circulars/ guidelines issued thereunder; And based on the above
examination, we hereby report that, during the Review Period:
(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/
guidelines issued thereunder insofar as it appears from our examination of those records.
(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries
Sr. Action taken by Details of violation Details of action taken Observations/ remarks of
No. E.g. fines, warning the Practicing Company
letter, debarment, etc. Secretary, if any
1. Bombay Stock Regulation 13 of LODR for Fine of ` 2,360 We are informed that the
Exchange failure to ensure that adequate inclusive of GST levied company has submitted
steps are taken for expeditious on the Company as representation to Bombay
redressal of investor per SEBI circulars no. Stock Exchange for waiver
complaints for the period of SEBI/HO/CFD/CMD/ of the fine levied upon it,
February 11, 2021 to March 10, CIR/P/2020/12 dated which will be placed before
2021 22 January, 2020 and the respective Committee
SEBI/HO/OIAE/IGRD/ of BSE and accordingly
CIR/P/2020/152 dated this fine is being paid
August 13, 2020 UNDER PROTEST to avoid
the consequences of non-
payment.
(d) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. Observations of the Practicing Observations made Actions taken by the Comments of the
No. Company Secretary in the in the secretarial listed entity, if any Practicing Company
previous reports compliance report Secretary on the
for the year ended actions taken by the
(The years are to be listed entity
mentioned)
- Nil Nil Nil Nil
(e) The listed entity has suitably included the conditions as mentioned in Para 6(A) and 6(B) of the SEBI Circular CIR/
CFD/CMD1/114/2019, dated October 18, 2019 in the terms of appointment of statutory auditor of the listed entity.
Sridhar Mudaliar
Partner
FCS No: 6156
CP No :2664
UDIN: F006156C000371004
Place: Pune
Date: May 28, 2021
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Deepak Fertilisers
And Petrochemicals Corporation Ltd (hereinafter referred to as ‘the Company’), having CIN - L24121MH1979PLC021360 and
having registered office at Sai Hira, Survey No 93, Mundhwa, Pune-411036 produced before us by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending
on March 31, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India and Ministry of Corporate Affairs.
Sr. No. Name of the Director DIN Date of appointment as Director in the Company
1 Sujal Shah 00058019 30/06/2020
2 Sailesh Mehta 00128204 04/09/1991
3 Berjis Desai 00153675 07/07/2017
4 Ashok Purwaha 00165092 07/07/2017
5 Parul Mehta 00196410 20/10/2005
6 Partha Bhattacharyya 00329479 31/10/2012
7 Alok Perti 00475747 22/04/2019
8 Bhuwan Tripathi 01657366 13/02/2020
9 Varsha Purandare 05288076 31/01/2021
10 Madhumilan Shinde 06533004 10/02/2017
11 Amit Biswas 08173442 22/04/2019
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
Sridhar Mudaliar
Partner
FCS No: 6156
CP No: 2664
UDIN: F006156C000370971
Place: Pune
Date: May 28, 2021
Note:
We have relied on the documents and evidences provided by electronic mode, in view of prevailing pandemic situation of
Covid-19, for the purpose of issuing this certificate.
To,
The Members,
Smartchem Technologies Limited
Sai Hira, Survey No.93, Mundhwa, Pune-411036, Maharashtra, India
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Smartchem Technologies Limited (hereinafter called the Company). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on 31st March, 2021 complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for
the financial year ended on 31st March, 2021 according to the provisions of:
(i) t he Companies Act, 2013 (the Act) amended from time to time and the Rules, Notifications and Circulars issued thereunder
(in so far as they are made applicable) and
(ii) other Laws, as informed and certified by the Management of the Company which are specifically applicable to the
Company based on their sector/industry are-
8. Petroleum and Minerals Pipelines (Acquisition of Right Users in Land) Act, 1962
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company
Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Companies Act, 2013.
Notice is given to all Directors to schedule the Committee and Board Meetings, agenda and detailed notes on agenda were sent
well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Generally, decisions in the Committee and Board Meeting are being taken with the unanimous approval of the Members and
Directors. However, the views of all the dissenting Directors, if any, have been captured and recorded in the minute book.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.
At the Annual General Meeting of the Company held on 9th September, 2020, following business were transacted:
(1) he Shareholders passed Ordinary Resolution to receive, consider and adopt audited financial statements of the Financial
T
Year ended 31st March 2020, and the Board’s Report and Auditor’s Report thereon.
(2) The Shareholders passed Ordinary Resolution to appoint a Director in place of Smt. Parul S. Mehta (DIN No. 00196410)
who retires by rotation and being eligible, offers herself for re-appointment.
(3) The Shareholders passed Ordinary Resolution to ratify the remuneration to be paid to the Cost Auditors of the Company.
(4) The Shareholders passed Special Resolution for raising of funds through issue of securities.
M. No. F9552
CP No.- 9798
UDIN: F009552C000295552
PR- 738/2020
Place: Pune
Date: May 13, 2021
Note:
This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A and forms an
integral part of this report.
To,
The Members,
Smartchem Technologies Limited
Sai Hira, Survey No.93, Mundhwa, Pune 411036
Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
M. No. F9552
CP No.- 9798
UDIN: F009552C000295552
PR- 738/2020
Place: Pune
Date: May 13, 2021
To,
The Members,
PERFORMANCE CHEMISERVE LIMITED
Sai Hira, Survey No.93, Mundhwa, Pune-411036, Maharashtra, India
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Performance Chemiserve Limited (hereinafter called the Company). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on 31st March, 2021 complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for
the financial year ended on 31st March, 2021 according to the provisions of:
(i) he Companies Act, 2013 (the Act) amended from time to time and the Rules, Notifications and Circulars issued thereunder
T
(in so far as they are made applicable).
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company
Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried
out in compliance with the provisions of the Companies Act, 2013.
Notice is given to all Directors to schedule the Committee and Board Meetings, agenda and detailed notes on agenda were sent
well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Generally, decisions in the Committee and Board Meeting are being taken with the unanimous approval of the Members and
Directors. However, the views of all the dissenting Members / Directors, if any, have been captured and recorded in the minute
book.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.
We further report that
At the Annual General Meeting of the Company held on 9th September, 2020, following business were transacted:
M. No. F9552
CP No.- 9798
UDIN: F009552C000295486
PR- 738/2020
Place: Pune
Date: May 13, 2021
Note:
This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A and forms an
integral part of this report.
To,
The Members,
Performance Chemiserve Limited
Sai Hira, Survey No.93, Mundhwa, Pune 411036
Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
M. No. F9552
CP No.- 9798
UDIN: F009552C000295486
PR- 738/2020
Place: Pune
Date: May 13, 2021
Ammonia Plant
2020-21
2015-16 2016-17 2017-18 2018-19 2019-20 CAGR
(April 2020 to Sept 2020)*
Total Basic Major Chemicals 9884 10234 11069 11589 11943 4.84 4763
Total Basic Major Petrochemicals 14905 15510 15670 16269 19041 6.31 7739
Total Basic Major Chemicals and Petrochemicals 24788 25744 26739 27858 30984 5.74 12502
Source: Ministry of Chemicals & Fertilisers (Department of Chemicals and Petrochemicals)
Globally, China is the largest chemical producer with around 36% market share. India’s share in the global chemical market
stands minuscule at around 3% and can be doubled by a shift of merely 10% of China’s chemical business to India.
Mining & Infrastructure imports by domestic substitution. norms for participating companies
While it successfully conducted by allowing bidders to submit their
The government of India (GoI) is the first round of commercial coal preferences for mines.
reforming the Mining sector to boost mining auctions, in the 2 nd
tranche of
domestic production of minerals. The The recently passed Mines and
commercial coal mine auctions the
rise in infrastructure development Minerals Development and Regulation
government has further eased the
in the country backed by the
government schemes and reforms,
such as the Make in India campaign,
Smart Cities, Housing for All, Rural
Electrification and building renewal
energy ecosystem in the country
under the National Electricity Policy
has opened opportunities for India’s
mining sector.
As per the Economic Survey’s First been encouraging the agriculture and and Protection) Agreement on Price
Advance Estimates, the agriculture and allied services sector to innovate and Assurance and Farm Services Act. The
allied activities witnessed a growth of develop competencies that provide implementation of PM Kisan Samman
3.4% at constant prices during 2020-21. them a stronger hold in the domestic Nidhi and earlier initiatives like PM
In 2019-2020, the share of agriculture and and world agri market. Fasal Bima Yojana, etc. are all going
allied sectors in Gross Value Added (GVA) to help Indian farming to become
With an aim to liberalise the Indian
of India at current prices stood at 17.8%. more progressive, diverse, profitable
farm sector and enable it with a larger
and sustainable.
Despite the COVID-19 related challenges, participation of the private sector,
the Indian agricultural sector has shown the Government of India passed This holistic focus towards
great resilience. The government three landmark laws in September agriculture by both the central and
has been focusing on modernising, 2020. The Farmers’ Produce Trade state governments have opened
developing agri infrastructure and and Commerce (Promotion and new opportunities for the industry
improving processes related to Facilitation) Act, The Essential that is the fourth largest producer of
agriculture. Under its Aatma Nirbhar Commodities (Amendment) Act agrochemicals in the world.
Bharat Abhiyan, the government has and The Farmers (Empowerment
• ` 20,000 crore to set up and capitalise a Development Financial Institution (DFI) – to act as a provider, enabler and catalyst
for infrastructure financing
• Rural Infrastructure Development Fund to be enhanced to ` 40,000 crore from ` 30,000 crore
• Capital Expenditure of ` 5.54 Lakh Crore for FY 2021-22, which is 34.5% more than the Budget Estimate of FY2020-21
• 7 projects worth more than ` 2,000 Crores will be offered by the major ports on PPP mode in FY 2021-22
• National Monetisation Pipeline to be set-up for brownfield infrastructure investment and monetising public infrastructure
investments
• Enhanced outlay of ` 1.18 Lakh Crore for Ministry of Road Transport & Highways, of which ` 1.08 Lakh Crore is for Capital
Expenditure-the highest ever
• Record sum of ` 1.10 Lakh Crore for Railways of which ` 1.07 Lakh Crore is for Capital Expenditure
• Western & Eastern Dedicated Freight Corridor expected to be commissioned by June 2022
BUSINESS OVERVIEW
At Deepak Fertilisers And Petrochemicals Corporation Limited (DFPCL), our business operations are spread across four
business verticals, including;
The Company has manufacturing facilities at Taloja – Maharashtra, Srikakulam – Andhra Pradesh, Panipat – Haryana and
Dahej – Gujarat. The total manufacturing capacity of the company stands at 1362 KTPA for IC, 487 KTPA for TAN, and 986
KTPA for CNB.
Industrial Chemicals (IC) The Company has been focusing on (IPA) in India with an installed capacity
DFPCL is a leading manufacturer of better price-volume management, of 70,200 MT/ year for IPA at its Taloja
industrial chemicals such as Nitric downstream integration, new product plant in Maharashtra.
Acid, Iso Propyl Alcohol (both pharma development and a hybrid work
DFPCL is the only company to offer
as well as industrial grade IPA) and environment for optimum productivity
a complete basket of offerings, i.e.,
food-grade Liquid Carbon Dioxide in the to take the big leap towards a more
industrial grade, pharma grade (IP, EP,
country. The Company also imports and customer-facing organisation. DFPCL
BP, CP, EP, USP compliant) in various
supplies IPA and other chemicals within has a strong distribution network
packing sizes. The Company trades in
India. The Company has an installed of 50+ channel partners and direct
IPA to cater to the additional demand
capacity of 1362 KTPA of Nitric Acid, relationships with more than 600
of the end customers and also to retain
Methanol, Liquid CO2 and IPA. industrial customers in India.
its market leadership.
In line with DFPCL’s strategy, the Iso Propyl Alcohol (IPA)
During FY2020-21, IC business forayed
IC business has been diversifying
DFPCL is the leading manufacturer into the hand sanitisers, disinfectants
into newer segments and markets.
and marketer of Iso Propyl Alcohol and wipes segment with its IPA-based
product brand called Cororid. Since its Nitric Acid continue its growth trajectory on the
launch in April 2020, the Cororid brand back of robust demand from its key
has received a good response from The total capacity of Nitric Acid in buying sectors such as fertilisers,
the domestic market, including B2B India is seen at 21,65,800 MT per year explosives, pharmaceuticals, nitro
as well as B2C segments. As part of with DFPCL holding a large chunk of aromatics, dyes, steel rolling industry
its strategy, the Company aim to focus the market share in India. Technical and defence.
on a product portfolio with a mix of Ammonium Nitrate (TAN) and
Ammonium Nitro Phosphate (ANP) Liquid Carbon Dioxide (CO2)
bulk commodity products and value-
added specialty offerings that helps consumes a significant portion of
DFPCL is one of the leading suppliers
the IC business in reducing volatility the captive Nitric Acid manufacturing
of Liquid Carbon Dioxide with an
in earnings over the business cycle. while the surplus Nitric Acid is sold to
installed annual capacity of 72,000
domestic companies.
MT. Liquid Carbon Dioxide produced by
DFPCL will continue to expand its
During the first half of the year, Nitric the company is ‘food grade’ certified
offerings in the hygiene segment
Acid manufacturing was impacted and supplied to various beverage
with IPA-based downstream product
mainly due to raw material shortage manufacturers and engineering
opportunities. The Company is putting
and lower demand from consumer industries as a shield gas for welding.
in significant efforts to reduce waste
industries due to the pandemic. During the year, the Company saw a
streams from its manufacturing
capacity utilisation of 70%.
processes and convert them to value-
The production of Nitric Acid within
added products. With the increase of liquid carbon
India has been on a rise and improving
export prospects to the industry. dioxide (CO2) demand from the
Around 50% of Indian IPA requirement
Overall, the rise in usage of Nitric consumption sectors, such as metal
has been traditionally dependent on
Acid in sectors, such as fertilisers, manufacturing and fabrication, and
imports from overseas countries such
pharmaceuticals, aromatics and oil & gas projects is expected to drive
as South Korea, China, US, Taiwan, and
explosives industry is expected to market growth.
Singapore. Last year, the outbreak of
COVID-19 pandemic led to a significant boost the demand both domestically
Methanol
growth in demand for IPA used in hand as well as overseas.
sanitiser and surface disinfection DFPCL has an installed capacity of
During 2015-2020, Nitric Acid
applications. IPA was brought under 1,00,000 MTPA for Methanol at Taloja,
demand in India grew by a CAGR of
essential commodities during the Maharashtra. Methanol is used to
3.8%, according to Chemanalyst.
first quarter of FY21, leading to strong produce formaldehyde, tert-amyl methyl
Nitroaromatics Industry is growing
demand. The IPA market in India is ether (TAME) and methyl derivatives.
at a CAGR 6%. Global specialty
expected to grow at a CAGR of 7-8% by It is also used as a solvent in the
chemical intermediates value chains
volume due to the growing consumption pharmaceutical and paint industries.
are shifting from China to India
in the pharmaceuticals and chemicals
boosting Nitric Acid demand and By 2025, methanol production is
industry, according to Chemanalyst.
prices in India. It is expected to expected to reach 20 MT annually by
IPA Plant
K8 Plant
Operating Margin (%) 12.80 5.35
Net Margin (%) 7.00 1.90
Return on net worth (%) 16.65 4.16
96 36
| Deepak Fertilisers And Petrochemicals Corporation Limited
| Deepak Fertilisers And Petrochemicals Corporation Limited
KEY PERFORMANCE METRICS
Cogen Plant
Strengths Opportunities
• Strong legacy of over four decades backed by • Growth in the Indian economy presents significant
robust knowledge and rich extensive experience in opportunities for DFPCL since it caters to the critical
manufacturing and financial prudence sectors of the country
• Strong management team with in-depth industry • Transition from commodity to value-added and
experience differentiated products and services
• Well established and trusted brand among its end • Manufacturing shift of chemical intermediates to
users across business segments India becoming more and more evident with time
• Robust dealer network and loyal customer base • Government’s initiatives to improve agricultural
across market segments in India productivity by improving soil nutrient balance,
encouraging NPK sector
• Diversified product portfolio, servicing consumers
across diversified sectors • Government’s Aatmanirbhar Bharat and Pharma
Vision 2023 to strengthen domestic industries and
• Integrated best world-class technologies in processes
encourage Made in India
across business
• Scaling up exports in TAN
• Location advantage due to proximity to key
customers • Strengthening of market position via diversification
and balanced investments
• India’s largest manufacturer of IPA and TAN; only
manufacturer of TAN Solids and the 2nd largest Nitric • Backward integration to produce Ammonia in-house
Acid producer in South East Asia
• Forward integration to develop a comprehensive
• Well established sourcing channels, port and gas product portfolio
pipeline infrastructure for importing raw materials
• Enhanced focus on digital to better connect with end
consumers via social media and mobile applications
• Geopolitical and trade tension led by COVID-19 • Disruption of supply chains due to ongoing COVID-19
pandemic pandemic
• Regulatory oversight in fertilisers and TAN business • Dependence on imported raw materials like Ammonia,
Phosphoric Acid and Natural Gas
• Abnormal volatility in prices of Ammonia, Natural Gas
and USD/INR exchange rate impacting raw material • Working capital intensive business with dependence
pricing— on government subsidy—
• Potential threat of new entrants which could adversely • Lag effect of passing the increase in raw material
impact leading market position in several products— price to end customers
The Company has appointed Ernst & has upgraded SAP ERP system to CAUTIONARY STATEMENT
Young LLP, India to execute internal improve operational efficiencies
The document contains statements about
audit reviews as per the approved and business decision-making
expected future events, financial and
Internal Audit Plan. Further, the Audit capabilities across financial reporting,
operating results of Deepak Fertilisers And
Committee periodically reviews organisational structure and various
Petrochemicals Corporation Limited, which
audit observations along with business processes which are reviewed
are forward-looking. By their nature, forward-
recommendations, implementation and validated by external experts.
looking statements require the Company to
status, adequacy of internal controls make assumptions and are subject to inherent
The Company has also adopted
and keep the Board informed of its risks and uncertainties.
Internal Financial Control framework
observations, if any, from time to time.
in line with section 134(5)(e) of the There is significant risk that the assumptions,
The internal audit department follows- Companies Act, 2013 to authenticate predictions and other forward-looking
up to ensure corrective measures implementation of company policies statements will not prove to be accurate.
are implemented in the respective across businesses, protect intellectual Readers are cautioned not to place undue
business functions as per the report property, prevent and detect frauds reliance on forward-looking statements as a
generated post the audit to strengthen and errors and ensure transparency number of factors could cause assumptions,
actual future results and events to differ
the overall framework. The objective of accounting records. Based on its
materially from those expressed in the forward-
of the internal control framework evaluation (as defined in section 177
looking statements. Accordingly, this document
is to align the strategic goals with of the Companies Act, 2013 and Clause
is subject to the disclaimer and qualified in its
operations. 18 of SEBI Regulations 2015), the
entirety by the assumptions, qualifications and
Audit Committee has concluded that, risk factors referred to in the management’s
The Company has budgetary control
as of March 31, 2021, DFPCL’s internal discussion and analysis of Deepak Fertilisers
system to monitor revenue and
financial controls were adequate and And Petrochemicals Corporation Limited’s
expenditure against approved budget on
operating effectively. Annual Report, FY2020-21.
an ongoing basis. Further, the Company
102
42 || Deepak
DeepakFertilisers
FertilisersAnd
AndPetrochemicals
PetrochemicalsCorporation
CorporationLimited
Limited
CORPORATE GOVERNANCE
The Company firmly believes that business is built on ethical values and principles of transparency. Good Governance is an
essential ingredient of any business, a way of life rather than a mere legal compulsion. The Company’s philosophy of good
Corporate Governance aims at establishing a system which will assist the management to fulfill its corporate objectives as well as
to serve the best interest of the stakeholders at large viz. Shareholders, Customers, Employees, Society, Suppliers, Lenders etc.
BOARD OF DIRECTORS
The Company’s Board composition resonates Board diversity and is best demonstrated in the well balanced and independent
structure of the Company’s Board of Directors which has a very balanced representation of Executive, Non-Executive and
Independent Directors for enhancement of organizational capabilities.
None of the Directors on the Board of the Company is a member of more than 10 Committees or a Chairman of more than 5
Committees across all Companies in which they are Directors. The changes in the composition of the Board during the year and
its composition as on 31st March, 2021 was as follows:
1 The Board, at its meeting held on 30th June, 2020, appointed Shri Sujal Anil Shah as an Independent Director w.e.f. 30th June, 2020.
2. The Board, via Circular Resolution on 27th January, 2021, appointed Smt. Varsha Vasant Purandare as a Woman Independent Director w.e.f.
31st January, 2021.
3. Shri Mahesh Chhabria, on account of his active involvement with the Kirloskar group and other pre-occupation, has resigned as the director of the
Company with effect from 31st July, 2020.
4. Shri Pranay Vakil, on completion of his second term as an Independent Director, has ceased to be director of the Company w.e.f. 21st September,
2020.
5. Smt. Renu Challu on account of her personal reasons has resigned as director of the Company w.e.f. 31st October, 2020.
Attendance of Directors at the Meetings of Board of Directors held during the Financial Year 2020-2021 and the Annual General
Meeting (AGM) held on 21st September, 2020 are as follows:
Eight Board Meetings were held during the Financial Year 2020-2021. These meetings were held on 21st April, 2020, 25th May,
2020, 30th June, 2020, 31st July, 2020, 11th September, 2020, 3rd November, 2020, 3rd February, 2021 and 26th March, 2021. The gap
between any two meetings has been less than one hundred and twenty days.
Notes:
As per declarations received, none of the directors serves as an independent director in more than seven listed entities. Further,
the Managing Director of the Company does not serve as an independent director in any other entity.
As required by Schedule V of the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
following is the list of core skills / expertise / competencies identified by the Board of Directors in the context of the Company’s
business and the said skills are available with the Board of Directors:
Audit & Risk Management, Corporate Governance, CSR & NGO matters, Finance & Taxation, Global Business Leadership,
Human Resources, Law, Management & Strategy, Operations & Engineering, Regulatory & Government matters, Research &
Development, Sales, International Business and Business Management.
Further, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the names of directors who have
such skills / expertise / competence shall be disclosed, which are as below:
However, the absence of a mark against a director’s name does not necessarily mean the director does not possess the
corresponding qualification and skill.
Area of Expertise
Director Audit & Risk Corporate CSR & Finance Global Human Law Management Operations Regulatory & Research & Sales International
Management Governance NGO & Business Resources & Strategy & Government Development Business
matters Taxation Leadership Engineering matters
Shri S. C. Mehta
Smt. Parul S. Mehta
Shri Berjis Desai
Shri Partha
Bhattacharyya
Shri Ashok Purwaha
Shri M. P. Shinde
Shri Alok Perti
Dr. Amit Biswas
Shri Bhuwan
Chandra Tripathi
Shri Sujal Anil Shah
Smt. Varsha
Purandare
Audit Committee
The Company has an Audit Committee comprising of three directors, majority of which are Independent. The Committee is
headed by Shri Partha Bhattacharyya after cessation of directorship of Shri Mahesh Chandra Chhabria w.e.f 31st July, 2020 who,
prior to his cessation as director was the Chairman of the Audit Committee. The terms of reference of Audit Committee is in
accordance with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and
Section 177 of Companies Act, 2013 which, inter alia, includes to oversee the Company’s financial reporting process, to review
Directors’ Responsibility Statement, changes, if any, in accounting policies and reasons for the same, qualifications in the draft
audit report, performance and independence of statutory and internal auditors, reports of the Company’s internal auditors, cost
auditor and financial statements audited by the statutory auditors and also to review the information relating to Management
Discussion and Analysis of financial statements and results of operations, statement of related party transactions and internal
control systems.
1. Shri Mahesh Chhabria, on account of his active involvement with the Kirloskar group and other pre-occupation, has ceased to be the director of
the Company w.e.f. 31st July, 2020 and also ceased to be the Chairman and member of Audit Committee
2. Shri Pranay Vakil, on completion of his Second Term as Independent Director, ceased to be director w.e.f. 21st September, 2020 and also ceased
to be the member of the Audit Committee
3. Shri Partha Bhattacharyya was appointed as the Chairman of the Audit Committee w.e.f. 31st July, 2020
4. Shri Sujal Anil Shah was appointed as the member of the Audit Committee w.e.f. 31st July, 2020
Besides the above, Chairman and Managing Director and the Chief Financial Officer (CFO) are permanent invitees to Audit
Committee Meetings. The representatives of Statutory Auditor, Internal Auditor and Cost Auditor attend such meeting of the
Audit Committee, where matters concerning them are discussed.
Pursuant to provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the Stakeholders Relationship Committee was constituted to specifically look into redressal of complaints related to transfer of
shares, non-receipt of dividends, non-receipt of annual report, etc. received from security holders and to improve the efficiency
in service to security holders.
The terms of reference of Stakeholders Relationship Committee are in line with provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 which includes inter alia, the following:
3. To review measures taken for effective exercise of voting rights by shareholders; and
4. To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants / annual reports / statutory notices from the shareholders of the Company.
Name of Director No. of Meetings held during tenure No. of Meetings attended
Shri Pranay Vakil, Chairman 1
N.A. N.A.
Shri Partha Bhattacharyya2 N.A. N.A.
Shri Berjis Desai 3
1 1
Shri. M. P. Shinde 4
1 1
Dr. Amit Biswas 5
1 1
Smt. Renu Challu6 N.A. N.A.
1. Shri Pranay Vakil, on completion of his Second Term as Independent Director, ceased to be director w.e.f. 21st September, 2020 and also ceased
to be the member and Chairman of the Stakeholders Relationship Committee
2. Shri Partha Bhattacharyya ceased to be the member of the Stakeholders Relationship Committee w.e.f. 31st July, 2020
3. Shri Berjis Desai was appointed as the Chairman of the Stakeholders Relationship Committee w.e.f. 11th September, 2020
4. Shri M P Shinde was appointed as the member of the Stakeholders Relationship Committee w.e.f. 3rd November, 2020
5. Dr. Amit Biswas was appointed as the member of the Stakeholders Relationship Committee w.e.f. 11th September, 2020
6. Smt. Renu Challu ceased to be the director of the Company w.e.f. 31st October, 2020 and also ceased to be the member of the Stakeholders
Relationship Committee
Details of complaints received during the financial year 2020-21 are as follows
Nature of complaints No. of complaints No. of complaints not solved to No. of pending
received the satisfaction of shareholders complaints
Transfer of shares 1 NIL NIL
Non-receipt of annual report NIL NIL NIL
Non-receipt of dividend warrants 3 NIL NIL
Issue of duplicate share certificates NIL NIL NIL
Others (relates to non-receipt of shares, demat, 13 NIL NIL
change of address, Bank details, signature,
correction of name etc
The terms of reference of Nomination and Remuneration Committee is in accordance with provisions of Section 178 of
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which
inter alia, includes to identify persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, recommend to the Board of Directors their appointment / removal and shall carry
out evaluation of every director’s performance and to formulate the criteria for determining qualifications, positive attributes
and independence of directors and recommend to the Board of Directors policy relating to remuneration for the directors, key
managerial personnel and other senior officials.
Name of Director No. of Meetings held during tenure No. of Meetings attended
Shri Berjis Desai, Chairman 4 4
Shri Pranay Vakil1 2 2
Dr. Amit Biswas 4 4
Shri Sujal Anil Shah 2
2 2
1. Shri Pranay Vakil, on completion of his Second Term as Independent Director, ceased to be director w.e.f. 21st September, 2020 and also ceased
to be the member of the Nomination and Remuneration Committee
2. Shri Sujal Shah was appointed as the Member of the Nomination and Remuneration Committee w.e.f. 21st September, 2020
Nomination and Remuneration Policy is available on the website of the Company www.dfpcl.com.
The terms of reference of Project & Funding Committee, inter alia, includes, to evaluate periodically projects proposed to be
taken up by the Company, to review ongoing projects, consider proposals for funding of the projects and recommend to the
Board of Directors for consideration and approval of new projects.
During the year, One Committee Meeting was held on 10th July, 2020. The attendance of the Members were as follows:
Name of Director No. of Meetings held during tenure No. of Meetings attended
Shri Partha Bhattacharyya, Chairman 1
1 1
Shri Ashok Purwaha2 1 1
Shri Alok Perti 1 1
Shri. Bhuwan Chandra Tripathi 3
N.A. N.A.
1. Shri Partha Bhattacharyya ceased to be the Chairman and Member of the Project and Funding Committee w.e.f. 31st July, 2020
2. Shri Ashok Purwaha was appointed as the Chairman of the Project and Funding Committee w.e.f. 31st July, 2020
3. Shri. Bhuwan Chandra Tripathi was appointed as the member of the Project and Funding Committee w.e.f. 31st July, 2020
The terms of reference of Manufacturing Operations Review Committee, inter alia, include, to periodically review factory
operations, safety, hazard and pollution / emissions, to suggest initiatives for improving efficiencies and standards, to review
internal audit reports pertaining to factory operations and to suggest corrective actions to take care of observations of the
Internal Auditors.
During the year under review, two Committee Meeting were held on 29th June, 2020 and 25th March, 2021. The attendance of
the Members was as follows:
Name of Director No. of Meetings held during tenure No. of Meetings attended
Shri Pranay Vakil, Chairman1 1 1
Smt. Parul Mehta 2 2
Shri Partha Bhattacharyya 2
2 2
Smt. Renu Challu3 N.A. N.A.
Shri. Alok Perti4 1 1
1. Shri Pranay Vakil, on completion of his Second Term as Independent Director, ceased to be director w.e.f. 21st September, 2020 and also ceased
to be the member and Chairman of the Corporate Social Responsibility Committee
2. Shri Partha Bhattacharyya was appointed as the Chairman of the Corporate Social Responsibility Committee w.e.f. 21st September, 2020.
3. Smt. Renu Challu ceased to be the director of the Company w.e.f. 31st October, 2020 and also ceased to be the member of the Corporate Social
Responsibility Committee
4. Shri Alok Perti was appointed as Member of Corporate Social Responsibility Committee w.e.f. 3rd November, 2020
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk
Management Committee consisting of composition as specified therein.
The terms of reference of the Committee are in line with the provisions of the amended SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and also include other matters delegated to the Committee by Board of Directors of the
Company from time to time.
During the year under review, two Committee Meetings were held on 02nd November, 2020 and 11th December, 2020:
1. Shri. Bhuwan Chandra Tripathi was appointed as the member of the Risk Management Committee w.e.f. 31st July, 2020
The Securities Issue Committee was constituted by the Board at its meeting held on 9th August, 2018 to specifically look into
various matters relating to the capital raising, ensuring implementation of capital raising, to decide the form / mode of capital
raising and to approve the preliminary placement document, to approve, finalise and issue allotment letters and to make
application or seek exemption to / from any regulatory or statutory authorities etc., and other allied matters.
During the year under review, one Securities Issue Committee meeting was held on 30th September, 2020. The attendance of
the Members was as follows:
Name of Director No. of Meetings held during tenure No. of Meetings attended
Shri Berjis Desai, Chairman 1 1
Shri Pranay Vakil 1
N.A. N.A.
Shri M. P. Shinde2 N.A. N.A.
Shri S. C. Mehta 3
N.A. N.A.
Shri Amitabh Bhargava 1 1
Shri Sujal Shah4 1 1
1. Shri Pranay Vakil, on completion of his Second Term as Independent Director, ceased to be director w.e.f. 21st September, 2020 and also ceased
to be the member of the Securities Issue Committee.
2&3. Shri S. C Mehta and Shri M P Shinde ceased to be the members of the Securities Issue Committee w.e.f. 31st July, 2020.
4. Shri Sujal Shah was appointed as member of the Securities Issue Committee w.e.f. 31st July, 2020.
Shri Ritesh Chaudhry Company Secretary and Compliance Officer acts as Secretary to all the Committees of the Board of
Directors.
The share and debenture transfer committee has been constituted for considering the proposals of transfers, transmissions,
transposition of names, issue of split, consolidated share certificates, re-materialisation of shares etc.
During the year under review, 23 meetings of Share and Debenture Transfer Committee were held.
Shri Ritesh Chaudhry was appointed as a member of the Committee in place of Shri K Subharaman w.e.f. 26th March, 2021.
*Shri Amitabh Bhargava, * Shri Ritesh Chaudhry and *Shri Deepak Balwani are not Directors of the Company but are members of the Committee.
The Rights Issue Committee was constituted by the Board at its meeting held on 25th May, 2020 for giving effect to the Rights
Issue and also to look after other things related to Rights Issue
During the year under review, one Rights Issue Committee meeting was held on 20th October, 2020. The attendance of the
Members was as follows:
Name of Director No. of Meetings held during tenure No. of Meetings attended
Shri. Berjis Desai 1 1
Smt. Renu Challu @
1 1
Shri. Sujal Shah 1 1
@ Smt. Renu Challu has ceased to be the director of the Company w.e.f. 31st October, 2020 and consequently ceased to be member of the Rights Issue
Committee.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Chairman, Individual
Directors, Board as well as its Committees for FY 2020-21. The Board at its Meeting held on 28th May, 2021 reviewed the reports
on performance assessment of the Board, its Committees and individual directors.
The evaluation framework for assessing the performance of Chairman, Directors, Board as well as its Committees comprises,
inter alia, of the following criteria:
i. Directors bring an independent judgment on the Board’s discussions utilizing their knowledge and experience especially on
issues related to strategy, operational performance and risk management.
ii. Directors demonstrate awareness and concerns about norms relating to Corporate Governance disclosure and legal
compliances.
iii. Directors contribute new ideas / insights on business issues raised by Management.
iv. Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider.
v. The Board / Committee meetings are conducted in a manner which facilitates open discussions and robust debate on all
key items of the agenda.
vi. The Board receives adequate and timely information to enable discussions / decision making during Board meetings.
vii. The Board addresses interests of all stakeholders of the Company.
viii. The Committees are delivering on the defined objectives.
Performance evaluation criteria for independent directors: Performance evaluation of independent directors in addition to the
above evaluation, also considers attendance in Board and Committee meetings, time devoted for the Company, contribution
in the Board processes and discussions and such other criteria as may be considered by the Nomination and Remuneration
Committee from time to time.
The Independent Directors met on 26th March, 2021 to inter alia, to discuss and review:
2. The performance of Chairman of the Company, taking into account the views of non-executive directors.
3. The quality, quantity and timeliness of flow of information between the Management of the Company and the Board of
Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
Except Shri. Berjis Desai and Smt. Varsha Purandare, all the Independent Directors were present at the Meeting.
The Directors (Independent and Non-Independent) interact with Senior Management personnel and are provided with the
information sought by them for enabling a good understanding of the Company, its various operations and the industry of
which it is a constituent.
The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letter of Appointment issued
to them. The amendments / updates in statutory provisions are informed from time to time.
The information with respect to the nature of industry in which the Company operates and business model of the Company is
made known through various presentations on operational performance, strategy, budgets and business forecasts, etc. to the
Board of Directors.
The Company has a practice of having an Annual Strategy Meeting, where all Directors and Senior Executives participate and
work out short, medium and long term strategies after deliberations, discussion and consensus.
The above initiatives help the Directors understand the Company, its business and the regulatory framework in which the
Company operates to effectively fulfill their role as Directors of the Company.
The familiarisation programme for directors is available on the website of the Company at the link- https://www.dfpcl.com/
wp-content/uploads/2017/04/FamiliarisationProgram.pdf
In advance of each meeting, the Board is presented with relevant information on various matters related to the operations of
the Company, status of ongoing projects which warrant attention of the Directors. Presentations are also made to the Board
by different functional heads on important matters from time to time. Directors have separate and independent access to the
officers of the Company.
The Company has laid down procedures to inform the Board Members about the risk assessment and its minimization. The
Board Members through the Risk Management Committee, are provided with the information on the risks faced by the Company
and measures adopted by the Company to mitigate the same.
With a view to leveraging technology and moving towards paperless system for preservation of environment, the Company has
adopted a web-based application for transmitting Board / Committee agenda. The Directors of the Company receive the agenda
in electronic form through this secured application. The application meets the high standards of security and integrity required
for storage and transmission of Board / Committee agenda in electronic form.
The Board of Directors ensure that a transparent Board nomination process is in place. The Company has various business
sectors which serve different customer segments. Having members of the Board from different fields is, therefore, important
for sustained commercial success of the Company. While selecting the Board members, the Company endeavours to include
and make good use of diversity in the skills, qualification, age and professional and industry experience, irrespective of race,
caste, creed, religion, disability or gender.
The Board of the Company has satisfied itself that plans are in place for orderly succession for appointments to the Board and
to Senior Management.
During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company,
as prepared and placed before it by the Management.
The Board at its meeting held on 30th June, 2017 adopted a Dividend Distribution Policy for the Company. The same is placed
on the Company’s website www.dfpcl.com.
A physical copy of the Policy will be made available to any shareholder on request by email.
Code of Conduct
All Directors and Senior Management personnel have affirmed compliance with the Code of Conduct for FY 2020-21. A
declaration to this effect signed by Chairman and Managing Director is given in this Annual Report.
The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The maximum tenure in one term of appointment of an
Independent Director does not exceed 5 years and for two terms put together does not exceed 10 years.
In the opinion of the Board, all the existing Independent Directors and those who are proposed to be appointed at the Annual
General Meeting, fulfil the conditions specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and are independent of the Management.
All the details of changes in directors has been provided in the Board’s Report. Further, the Company has informed the same to
the Stock Exchanges.
Appointment of Managing Director and Chairman is governed by a Service Contract for a period of 5 Years.
Sitting Fees:
The Company pays sitting fees to Non-Executive Directors @ ` 75,000/- for attending per Board Meeting, ` 50,000/- for attending
per Audit Committee Meeting, Nomination and Remuneration Committee Meeting, Project and Funding Committee Meeting
and ` 30,000/- for attending per Meeting of other Committees constituted by the Board.
Commission:
The payments of Commission to non-executive directors are based on attendance in the Board and Committee meeting, time
devoted for the Company and contribution made in the board processes and discussions.
For the Financial Year ended 31st March, 2020, the Company had inadequate profits and accordingly, the Company decided not
to pay commission to Non-Executive Directors of the Company for the Financial Year 2019-20.
Further, considering the profits of the Company for the Financial Year ended 31st March, 2021, Commission of non-executive
directors was approved by the Board at its meeting held on 28th May, 2021. The details of commission to be paid to the non-
executive directors are as given below:
The aforesaid commission for the Financial Year 2020-21 will be paid to the non-executive directors after the adoption of
accounts by the shareholders at the ensuing Annual General Meeting to be held on 26th August, 2021.
Shri M P Shinde, Non-executive Director of the Company is providing certain services in his professional capacity to the Company
as per the terms of the contract entered into with him. In his role as Consultant to the Company, he advises on issues relating
to Environment, Health and Safety, Plant Operations, Pollution Control and allied activities for the Company’s various plants. In
accordance with the approval from the Audit Committee and the Board, the Company paid professional fee of ` 6,25,000/- to
him during FY 2020-21.
The notice period for the directors is mutually agreed between the directors and the Company. No severance fees is payable to
any directors. The Company has not issued any stock options to any of the directors.
Details of special resolutions passed in the last three Annual General Meetings held are provided below:
Particulars F.Y. 2017-18 F.Y. 2018-19 F.Y. 2019-20
Day Tuesday Wednesday Monday
Date 18th September, 2018 14th August, 2019 21st September, 2020
Time 11:30 a.m. 11:30 a.m 11.00 a.m.
Venue Opus 1, The Cove, Level 1, Opus 1, The Cove, Level 1, The Annual General Meeting was
Creaticity, Opp. Golf Course, Creaticity, Opp. Golf Course, Off held through Video Conferencing
Airport Road, Yerawada, Pune - Airport Road, Yerawada, Pune - (“VC”) / Other Audio Visual Means
411 006 411 006 (“OAVM”)
Whether Yes Yes Yes
any special • Reclassification of the • To waive of excess managerial • To waive of excess managerial
resolutions Authorised Share Capital of the remuneration aggregating to remuneration aggregating to
passed Company. ` 249.39 Lakhs paid to Shri ` 264.76 Lakhs paid to Shri
• Raising of Funds aggregating S.C. Mehta, Chairman and S.C. Mehta, Chairman and
to ` 600 Crore through various Managing Director. Managing Director.
options like issue of equity • To rollover the Special • To rollover the Special
shares / ADRs / GDRs / FCCBs Resolution by another 365 Resolution by another 365
etc. days to enable subscription of days to enable subscription of
• Consideration & approval of Foreign Currency Convertible Foreign Currency Convertible
issue of convertible equity Bonds on or after 17th Bonds on or after 17th
warrants on preferential basis to September, 2019 and to take September, 2020 and to take
promoters not exceeding ` 200 such other corporate actions such other corporate actions
Crore. as mentioned in the resolution as mentioned in the resolution
passed on 18th September, passed on 18th September,
• Consideration & approval 2018 as and when necessary 2018 as and when necessary
of increase of limits to within the same threshold limit within the same threshold limit
provide loans / guarantees of ` 600 Crore. of ` 600 Crore.
/ investments beyond the
threshold provided under
Section 186 of the Companies
Act, 2013.
• Consideration & approval
by shareholders pursuant
to Section 62 (3) of the
Companies Act, 2013 enabling
Board for conversion of
financial assistance extended/
to be extended by the banks /
financial institutions / any other
lender into equity shares in
case of default.
During the year under review, the following Special Resolution was passed:
Approval relating to payment of remuneration to Shri S. C. Mehta, Chairman and Managing Director of the Company.
Shri Sridhar Mudaliar, Partner, SVD & Associates, Practising Company Secretaries (Membership No. FCS 6156, CP No. 2664)
or failing him Smt. Sheetal Joshi, Partner SVD & Associates, Practising Company Secretaries, (Membership No. FCS 10480, CP
No. 11635) was appointed to act as the Scrutiniser for conducting voting process in a fair and transparent manner.
The Result of the Postal Ballot was announced on 28th December, 2020 and details of voting result on the resolutions were as
follows:
Whether any special Resolution is proposed to be conducted through Postal Ballot: There is no immediate proposal for passing
any resolution through postal ballot.
In compliance with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No.
33/2020 dated September 28, 2020 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as
“MCA Circulars”), the Company had sent Postal Ballot Notice only through electronic mode to those Shareholders whose names
appeared in the Register of Member / Record of Depositories as on Friday, November 13, 2020 (“cut-off date”) and whose email
addresses are registered with the Company/Depositories on the said date.
The Company had also published notice in the newspapers for the information of the shareholders. The voting rights were
reckoned on the equity shares held by the shareholders as on the cut-off date that was 13th November, 2020. The voting period
for postal ballot and E-voting was from 27th November, 2020 to 26th December, 2020.
The postal ballot results were intimated to the stock exchanges pursuant to Regulation 44(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as well as displayed on the Company’s website www.dfpcl.com. The Company
has also complied with the procedure for Postal Ballot in terms of the provisions of Section 110 of the Companies Act, 2013,
read with Rule 22 of the Companies (Management and Administration) Rules, 2014.
Disclosures:
i. Name & Designation of Compliance Officer: Shri Ritesh Chaudhry, Company Secretary and Compliance Officer.
ii. Details of Directors seeking appointment / re-appointment at the Annual General Meeting:
Details of the Directors seeking appointment / re-appointment at the Annual General Meeting have been given in the
Notice convening the Forty First Annual General Meeting, forming part of this Annual Report.
During the year under review, there was no pecuniary relationship/transactions with any non-executive director of the
Company except the payment of professional fee of ` 6,25,000/- to Shri. M P Shinde, Non -executive Director during FY
2020-21 as stated above.
iv. Disclosures on material related party transactions i.e. transactions of the Company of material nature, with its promoters,
Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the
Company at large:
v. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or
any statutory authority, on any matter related to capital markets during the last three years:
The Company had undergone re-structuring exercise wherein the TAN and Fertiliser undertakings were transferred to its
wholly owned subsidiary, Smartchem Technologies Limited and the Order from NCLT was received in April, 2017 and filed
with ROC on 2nd May, 2017. Therefore, the Audit of Accounts consequent to the demerger as aforesaid got delayed.
The Company had sought necessary permissions from the stock exchanges to this effect and the Accounts were approved
only on 30th June, 2017 by the Board.
The stock exchanges, without taking cognizance of the unavoidable circumstances faced by the Company, levied fine of
` 22,60,768 which was duly paid under protest. The Company represented the matter before SEBI. SEBI, vide its order
dated 1st August, 2018 had rejected the Company’s application to waive the fine imposed by the stock exchanges. The
Company has preferred an appeal with Securities Appellate Tribunal against the aforesaid SEBI’s order rejecting the
Company’s application and at present the matter is pending with Securities Appellate Tribunal.
Further, BSE Limited in the month of March, 2021 had levied a fine of ` 2,000 because of failure to take / ensure adequate
steps for expeditious redressal of investor complaints under Regulation 13(3) of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015. The Company has made a representation to BSE Limited to set aside the fine
and in meantime has paid the fine of ` 2,000 under protest.
vi. Disclosures of compliance with mandatory requirements and adoption / non-adoption of non-mandatory requirements:
The Company has complied with all the mandatory requirements of the Corporate Governance.
The Company has adopted the following non mandatory requirements of the Corporate Governance:
• The Company’s statutory audit report is without any modified opinion for the Financial Year ended 31st March, 2021;
and
Except as mentioned above, none of the other Directors have any relation inter-se.
The Company has adopted Vigil Mechanism / Whistle Blower Policy (Policy) as approved by the Board of Directors. The
Policy encourages whistle blowing against unethical behaviour, actual or suspected fraud or violation of the Company’s
code of conduct or ethics policy. No person has been denied access to the Audit Committee to report violation of the
applicable laws, regulations and code of conduct. The Audit Committee and Board of Directors review periodically the
complaints received by the competent authority under the Policy. The Vigil Mechanism / Whistle Blower Policy has been
posted on the website of the Company https://www.dfpcl.com/wp-content/uploads/2018/12/whistle-blower-policy.pdf.
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Code of Conduct
for regulating, monitoring and reporting of trading by Insider for its Directors, Officers and Designated Persons (Insider
Trading Policy).
During the year under review, SEBI vide its circulars dated 17th July, 2020 and 29th October, 2020, has amended SEBI
(Prohibition of Insider Trading) Regulations, 2015. In view of the amendment to the said Regulations, the Board of
Directors, at its meeting held on 03rd February, 2021, amended the Company’s Insider Trading Policy.
Shri Ritesh Chaudhry, Vice President & Head (Legal & Secretarial) & Company Secretary is the Compliance Officer under
the said Policy.
x. Material Subsidiaries:
The material subsidiaries of the Company are Smartchem Technologies Limited and Performance Chemiserve Limited as
defined under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company
has formulated the Policy on determining Material Subsidiaries and the same has been posted on https://www.dfpcl.
com/wp-content/uploads/2020/02/Policy-on-determining-material-subsidiaries.pdf
xi. Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified
under Regulation 32A of SEBI Listing regulations:
The Board of Directors confirm that during the year, it has accepted all recommendations received from its mandatory
committees.
SEBI vide its circular dated 8th February, 2019 mandated all the listed entities to obtain annual Secretarial Compliance
Report from the Company Secretary in practice on compliance with all applicable SEBI Regulations and circulars /
guidelines issued thereunder. The said Secretarial Compliance Report is in addition to the Secretarial Audit Report (Form
MR – 3). The Company has received the aforesaid report from M/s. SVD & Associates, Company Secretaries in practice
for the Financial Year 2020-21.
A copy of the Annual Secretarial Compliance Report is enclosed in this Annual Report (Refer Annexure 6).
The observations of M/s. SVD & Associates, Company Secretaries in their report are self-explanatory.
xiv. Certificate from Practising Company Secretary under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:
Pursuant to Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company
has received a certificate from M/s. SVD & Associates, Company Secretaries in practice confirming that none of the board
of directors of the Company are debarred or disqualified from being appointed or continuing as director of the Company
by the Board / Ministry of Corporate Affairs or any such statutory authority.
A copy of the aforesaid certificate is enclosed in this Annual Report (Refer Annexure 7). The report is unqualified.
For the financial year 2020-21, ` 45.64 Lakhs was paid to B S R & Associates LLP, erstwhile Statutory Auditors and
`23.02 Lakhs was paid to P G BHAGWAT LLP, current Statutory Auditors of the Company. Neither the aforesaid Statutory
Auditors nor the entities in the network firm in which the statutory auditor is a part, provided any services to the subsidiary
companies of the Company.
The necessary disclosure on the subject have been already made in the Board’s Report.
xvii. Commodity price risk or foreign exchange risk and hedging activities:
Commodity Risk:
As a manufacturing company of Industrial Chemicals and fertilisers, Company is exposed to risks due to fluctuations in
prices of its key raw material (Natural Gas / LNG, Propylene, Phosphoric Acid, Ammonia, Muriate of Potash etc) used in
operations. Prices of all these raw materials are linked to or derived from international market which are volatile in nature.
Company follows Board approved Commodity Risk management policy for hedging price risk of major raw materials
wherever possible. The policy establishes commodity risk management framework and defines the procedures and
controls for effective management of risks that arises through company’s manufacturing operations.
Means of Communication
The Company publishes its financial results every quarter in leading newspapers such as Sakal or Loksatta and Indian Express
or Financial Express.
The Company has its own website, www.dfpcl.com, which contains all important public domain information including press
releases, presentations, if any, made to the analysts and institutional investors. The website contains information as prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including details
of the contact persons of the Company and of the share transfer agent of the Company, shareholding pattern etc.
Distribution of shareholding as on 31st March, 2021: 1,14,678 shareholders held 10,26,77,088 equity shares of ` 10/- each.
As the members are aware, the Company has appointed KFin Technologies Private Limited., as Registrar & Share Transfer
Agent (RTA) to handle dematerialisation of shares and physical share transfers as well as other share related activities of the
Company.
SEBI, vide its notifications, has mandated that transfer of securities would be carried out in dematerialized form only with effect
from 1st April, 2019. According to the aforesaid notification, request for effecting transfer of securities shall not be processed
unless the securities are held in the Dematerialized form with the depository. Therefore, Registrars and Transfer Agent and
Company are not accepting any request for transfer of shares in physical form with effect 1st April, 2019. This restriction is not
applicable to the request received for transmission or transposition of names in respect of shares held in physical form.
The members are advised to correspond with the RTA viz. KFin Technologies Private Limited, at its office at Selenium Tower B,
Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500 032.
The shares of the Company are traded in dematerialised form. 9,82,31,231 Equity Shares (95.67% of paid-up capital) held by
86,199 shareholders (73.58% of total number of shareholders) have been dematerialised as on 31st March, 2021.
Warrants:
As reported in the last year’s Annual Report, the Company had, during the Financial Year 2018-19, allotted 64,76,893 Convertible
Warrants to Robust Marketing Services Private Limited [RMSPL], a Promoter Company on 16th October, 2018. RMSPL paid a
sum of ` 50 Crore being 25% of ` 200 crore [total value of the issue] being Upfront Warrant Subscription amount.
The Securities Issue Committee of the Company on 1st October, 2019 had allotted 10,79,482 fully paid up equity shares to
RMSPL, after receiving further payment of ` 25 Crore from RMSPL as per the terms of warrants issue. Thus, an amount of
` 8.34 crore was adjusted from the initial payment of Upfront Warrant Subscription amount leaving a balance amount of`
` 41.66 crore yet to be adjusted against issue of equity shares.
RMSPL had to pay the balance sum of ` 125 crore at any time on or before 15th April, 2020 as per SEBI ICDR regulations (being
18 months from the date of allotment of warrants).
Further, on request from the Company, SEBI had granted time of one more month i.e. till 15th May 2020 in order to subscribe to
equity shares by conversion of warrants to RMSPL.
Since, the Company did not receive the balance subscription amount of ` 125 crore from RMSPL before the extended due date
i.e. 15th May 2020, the balance lying with the Company paid as Upfront Warrant Subscription Amount towards 25% of the issue
price of the warrants and still not converted by RMSPL into equity amounting to ` 41.66 Crore, stands forfeited in terms of
Regulation 169 (3) of the aforesaid SEBI (ICDR) Regulations.
Further, the Company had received a communication from the Promoters reiterating their commitment to infuse fund in the
Company with a request for exploring alternative options to do so and accordingly have subscribed in the Rights Issue of the
Company completed in October 20, 2020.
Rights Issue
The Board of Directors at their meeting held on 25th May, 2020 had approved fund raising for an issue size of up to ` 180
crores (Rupees One Hundred Eighty Crores), through a rights issue, in accordance with applicable law, including the Companies
Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
Further, the Board of Directors at their meeting held on 11th September, 2020 had approved the following terms of the issue:
a. Issue Price: ` 133/- per fully paid-up equity share (including a premium of ` 123/- per fully paid-up equity share over the
face value of ` 10 per equity share).
b. Terms and payment of issue price: The full amount of issue price being ` 133/- per rights equity share will be payable on
application.
c. Record date: The Board also fixed the record date for the purpose of determining the shareholders of the Company who
will be eligible to apply in the Issue, as September 17, 2020.
d. Rights entitlement ratio: 3 (three) fully paid-up equity shares for every 20 (twenty) fully paid-up equity shares held by the
eligible equity shareholders of the Company, as on the record date.
Further, the Rights Issue Committee at its meeting held on 20th October, 2020 approved the allotment of 1,33,92,663 equity
shares on rights basis.
Convertible Securities:
As informed in the last year’s Annual Report, the Board at its meeting held on 22nd April, 2019 granted an in-principle approval
for issuing FCCBs aggregating upto US$ 30,000,000 (United States Dollars Thirty Million) in two tranches to International
Finance Corporation (IFC).
During the Last Financial Year i.e. 2019-20, the Securities Issue Committee of the Company, at its meeting held on 19th October
2019, allotted 30 (Thirty) Foreign Currency Convertible Bonds (Convertible Securities) having a par value of US$ 500,000 each,
being the first tranche, to International Finance Corporation (“IFC”), for an aggregate amount of US$ 15 million.
Further, during the year under review, the Securities Issue Committee at its meeting held on 30th September, 2020, had allotted
30 (Thirty) Foreign Currency Convertible Bonds (“FCCBs”) having a par value of US$ 500,000 each, being the second tranche, to
International Finance Corporation (“IFC”), for an aggregate amount of US$ 15 million.
Considering the first tranche and second tranche, the investment of IFC in the Company stands at aggregate amount of US$
30 million.
Pursuant to the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has informed the Stock Exchanges that there has been no deviation or variation in utilisation of the funds raised
through the following:
a. Issuance of Foreign Currency Convertible Bonds to IFC through preferential allotment; and
The Company through its various communications in the past, had requested its members to furnish ECS / NECS mandate so
as to enable the Company to credit the dividend directly to the shareholder’s bank account. The Company has been remitting the
dividend through ECS / NECS to those who had registered ECS / NECS mandate with the Company. However, in certain cases,
although the members had furnished the ECS / NECS mandate, the remittance of dividend could not be effected through ECS /
NECS at certain centers since adequate facility for crediting the amount was not available at those centers. In such cases, the
dividend is being paid through dividend warrants with the bank account details printed on the warrants. The Company will remit
the dividend through ECS / NECS whenever facilities are made available at those centers.
RBI vide its Circular dated 25th June, 2009 had introduced NECS which aims at increasing efficiency and simplification of the
ECS process. RBI has also directed the member banks to update their systems and information pertaining to the bank account
numbers of their customers. In view of the above, members holding shares in physical form desirous of receiving dividend
electronically through NECS but have not updated / furnished mandate details are requested to obtain the prescribed mandate
form from the Company’s RTA and submit the same to the RTA duly filled in and signed for registration.
Investors holding shares under demat segment are requested to check NECS mandate registered with the respective Depository
Participants and ensure correctness for prompt credit of dividend amount to their accounts.
To facilitate investors who have not claimed the dividend amount for earlier years on the Equity Shares from the Company,
details of the unclaimed amount are being displayed on the Ministry of Corporate Affairs (MCA) website: www.iepf.gov.in.
Investors are requested to browse the said site to find out the outstanding amount, if any, and claim the same from the Company,
before transfer to the Investor Education and Protection Fund (IEPF) as per the provisions of the Companies Act, 2013.
Further Section 124(6) and the MCA Circular dated 16th October, 2017 requires that all shares in respect of which dividend
has remained unpaid or unclaimed for seven years have to be transferred to IEPF. Accordingly, given below is the statement of
shareholders whose dividend and equity shares have been transferred to IEPF during the Financial Year 2020-21.
NSDL 82 8,058
CDSL 27 1,631
The dividend and shares which have been transferred to IEPF can be claimed by the shareholders. The IEPF Rules and the
application (Form IEPF-5) as prescribed by the Ministry of Corporate Affairs is available on the website of the Ministry of
Corporate Affairs at www.iepf.gov.in.
Shareholders who have not updated their PAN and Bank Details with the Company are requested to update the same. The
Company has been sending communications to respective shareholders to update their PAN and Bank details.
Credit Rating
During the year under review, ICRA Limited has assigned the following ratings:
As per Schedule V (F) of the SEBI LODR Regulations, 2015 the Company reports the following details in respect of equity shares
lying in the demat suspense account
Note: No equity shares were lying outstanding at the beginning of the year. During the year, the Company had offered its equity
shares on rights basis to eligible shareholders and in compliance with the relevant SEBI Circulars and Regulations, some shares
were transferred to Demat Suspense Account opened by the Company for this purpose.
The voting rights on the aforesaid shares lying in demat suspense account shall remain frozen till the rightful owner of such
shares claimed the shares.
In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circular dated 13th January
2021 read with MCA circulars dated 5th May, 2020, 8th April, 2020 and 13th April, 2020 and Securities and Exchange Board
of India (“SEBI”) Vide its circular dated January 15, 2021 (hereinafter referred to as “Circulars”) permitted companies to hold
their general meetings through video conferencing (VC) or other audio visual means (OAVM) for the year 2021. In keeping with
government advisories on Covid-19 and considering the current extraordinary circumstances, which are not conducive to a safe
conduct of the AGM with physical presence of shareholders, the Board of Directors have approved to conduct the 41st Annual
General Meeting of the Company through Video Conferencing and / or other audio visual means (OAVM) (hereinafter referred
to as “VC/OAVM”). For more details, shareholders are requested to go through the Annual General Meeting Notice.
Further, pursuant to the relevant MCA and SEBI circulars in view of the continuing Covid-19 pandemic, Annual Reports are being
sent through e-mail only.
To receive shareholders’ communications through electronic means, including Annual Reports and Notices, members are
requested to kindly register / update their e-mail address with their respective depository participant, where shares are held
in electronic form. Where shares are held in physical form, members are advised to register their e-mail address with KFin by
clicking on the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx
As per Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to confirm that all
Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company for
the Financial Year 2020-21.
Independent Auditors’ Certificate on Compliance with the Corporate Governance requirements under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
To,
The Members
Deepak Fertilisers and Petrochemicals Corporation Limited
Survey No. 93, Sai Hira, Mundhwa,
Pune, Maharashtra 411036
1. This certificate is issued in accordance with the terms of our engagement letter dated 11th November, 2020.
2. The report contains details of compliance of conditions of Corporate Governance by Deepak Fertilisers And Petrochemicals
Corporation Limited (“the Company”), for the year ended 31 March 2021, as stipulated in regulations 17, 18, 19, 20, 22, 23,
24, 24A, 25, 26, 27, clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) pursuant to
the Listing Agreement of the Company with Stock exchanges.
3. Compliance with the terms and conditions of the Listing Regulations relating to corporate governance is the responsibility
of the management of the Company including the preparation and maintenance of all relevant supporting records and
documents.
4. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure
compliance with the conditions of Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
5. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the
compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
6. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether
the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations for the
year ended 31st March, 2021.
7. We conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for Special purposes’
(Revised 2016) and Guidance Note on Certification of Corporate Governance’, both issued by Institute of Chartered
Accountants of India (‘ICAI’) and the Standards on Auditing specified under Section 143(10) of the Companies Act,
2013, in so far as applicable for the purpose of this certificate. The Guidance Note on Reports or Certificates for Special
Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
9. In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of corporate governance as stipulated by regulations 17, 18, 19, 20, 22, 23,
24, 24A, 25, 26, 27, clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations, as
applicable.
10. We 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.
Restriction on use:
11. The certificate is addressed and provided to the Members of the Company solely for the purpose of enabling the Company
to comply with the requirement of the Listing Regulations, and it should not be used by any other person or for any other
purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other
person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.
Abhijeet Bhagwat
Partner
Membership Number: 136835
UDIN: 21136835AAAABP4066
Place : Pune
Date : 28th May, 2021
• Conclude on the appropriateness of management’s use Report on Other Legal and Regulatory Requirements
of the going concern basis of accounting and, based 1. As required by the Companies (Auditor’s Report) Order,
on the audit evidence obtained, whether a material 2016 (“the Order”), issued by the Central Government
uncertainty exists related to events or conditions that of India in terms of sub-section (11) of section 143 of
may cast significant doubt on the Company’s ability the Act, we give in the Annexure A; a statement on the
to continue as a going concern. If we conclude that matters specified in paragraphs 3 and 4 of the Order, to
a material uncertainty exists, we are required to draw the extent applicable.
attention in our auditor’s report to the related disclosures
in the Standalone Financial Statements or, if such 2. As required by Section 143(3) of the Act, we report that:
disclosures are inadequate, to modify our opinion. Our
a) We have sought and obtained all the information
conclusions are based on the audit evidence obtained
and explanations which to the best of our
up to the date of our auditor’s report. However, future
knowledge and belief were necessary for the
events or conditions may cause the Company to cease
purposes of our audit.
to continue as a going concern.
b) In our opinion, proper books of account as
• Evaluate the overall presentation, structure and content
required by law have been kept by the Company
of the Standalone Financial Statements, including the
so far as it appears from our examination of those
disclosures, and whether the Standalone Financial
books.
Statements represent the underlying transactions and
events in a manner that achieves fair presentation. c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income),
We communicate with those charged with governance
the Statement of Changes in Equity and the
regarding, among other matters, the planned scope and
Statement of Cash Flows dealt with by this Report
timing of the audit and significant audit findings, including
are in agreement with the books of account.
any significant deficiencies in internal controls that we
identify during our audit.
Place: Pune
Date: 28 May 2021
The Income Tax Income tax 0.90 - Assessment Year 1993- Income Tax Appellate
Act 1961 demands 1994 Tribunal
The Income Tax Income tax 7196 1901 Assessment Year 1997- Commissioner of
Act 1961 demands 1998, Assessment Years Income Tax (Appeals)
2011-2012 to 2014-2015
The Income Tax Income tax 12 - Assessment Year 1993- Income Tax Assessing
Act 1961 demands 1994 and 2003-2004 Officer
The Central Excise Excise duty 1438 21.62 Financial Year 2007-08 to Customs Excise and
Act, 1944 demands Financial Year 2010-11 and Service Tax Appellate
Financial Year 2015-16 Tribunal
The Central Excise Excise duty 943 - Financial Year 2008-09 to Supreme Court
Act, 1944 demands Financial Year 2009-10
Finance Act, 1994 Service tax 431 18 Financial Years 2015-16 Customs Excise and
(Service Tax) Demands Service Tax Appellate
Tribunal
Finance Act, 1994 Service tax 1881 - Financial Year 2006- 07 to Bombay High Court
(Service Tax) Demands Financial Year 2011-12
Finance Act, 1994 Service tax 142 5.30 Financial Years 2016-17 Customs Excise and
(Service Tax) Demands and 2017-18 Service Tax Appellate
Tribunal, Ahmedabad
The Bombay Sales Sales tax demands 72 - Financial Year 2004-2005 Maharashtra Sales Tax
Tax Act, 1959 Tribunal
The Central Sales Sales tax demands 1996 155 Financial Years 2004-05 to Maharashtra Sales Tax
Tax Act, 1956 2006-2007 and Financial Tribunal
Year 2010-11 to 2013-14
The Central Sales Sales tax demands 775 233 Financial Year 2005-06 to Joint Commissioner
Tax Act, 1956 2009-10 of Commercial Taxes
(Appeals), Belgavi
The Central Sales Sales tax demands 912 - Financial Year 2014-15 Joint Commissioner of
Tax Act, 1956 Appeals of Sales Tax,
Pune
The Maharashtra Sales tax demands 887 425 Financial Year 2005-06, Maharashtra Sales Tax
Value Added Tax Financial Year 2011-12, Tribunal, Mumbai
Act, 2002 Financial Year 2012-13
The Maharashtra Sales tax demands 785 - Financial Years 2016-17 Deputy Commissioner
Value Added Tax of Sales Tax,
Act, 2002 Maharashtra
The Central Sales Sales tax demands 478 33 Financial Years 2015-16 Joint commissioner
Tax Act, 1956 Appeals
The Central Sales Sales tax demands 1929 - Financial Years 2016-17 Deputy Commissioner
Tax Act, 1956 of Sales Tax,
Maharashtra
The Maharashtra Lease tax on crane 0.20 - Financial Year 1990-1991 Dy. Commissioner of
Sales Tax on hire charges Sales Tax, Pune
Transfer of Right to
Use any Goods for
any purpose 1985
The Maharashtra Entry tax on natural 4459 1635 Financial Years 2012-2013 Maharashtra Sales Tax
Tax on the Entry gas procured to 2016-2017 Tribunal, Mumbai
of Goods in Local from outside
Areas of Act, 2002 Maharashtra
The Punjab VAT VAT demands 2 - Financial Year 2008--2009 Punjab Value Added
Act, 2005 Tax Tribunal
Custom Tariff Act, Tariff heading 68 7 Financial Years 2005-2006 Deputy Commissioner
1975 classification to 2009-2010 of Customs
(Preventive) Alibaug
Division, Marine &
Preventive Wing
Mumbai
Custom Tariff Act, Custom Valuation 418 49 Financial Years 2012-2013 The Directorate of
1975 rules to 2015-2016 Revenue Intelligence,
Kolkata
The Gujarat Value VAT demands 2181 161 Financial Years 2015-16 Joint
Added Tax Act, commissioner
2003 Appeals
viii. Based on our audit procedures; in our opinion and x. Based upon the audit procedures performed by us and
according to the information and explanations given according to the information and explanation provided
to us, the Company has not defaulted in repayment of to us by the management, no fraud by the Company or
loans or borrowings to any bank. The Company did not any fraud on the Company by its officers or employees
have any loans or borrowings from financial institution has been noticed or reported to us during the year.
or government. The Company has not issued any xi. According to the information and explanation provided
debentures. to us, the managerial remuneration of the current year
ix. In our opinion and according to the information and has been paid and provided in accordance with the
explanations given to us, the Company has not raised requisite approvals mandated by the provisions of
any money by way of initial public offer or further section 197 read with Schedule V to the Act.
public offer (including debt instruments). However, xii. In our opinion and according to the information and
the Company has made a Rights Issue of ` 17,623 explanations given to us, the Company is not a Nidhi
Lakhs (net of share issue expenses) during the current company and the Nidhi Rules, 2014 are not applicable
year. Refer note 43. According to the information and to it. Accordingly, paragraph 3 (xii) of the Order is not
explanations given to us, term loans availed by the applicable to the Company.
company in the current year were, prima facie; applied
for the purpose for which the loans were obtained.
ASSETS
Non-current assets
Property, plant and equipment 3 90,954 97,266
Capital work-in-progress 4 2,063 2,330
Investment property 5 3,146 3,146
Right of use assets 6 9,099 9,320
Other intangible assets 7 766 831
Intangible assets under development 4a 312 16
Investment in subsidiaries and associates 8 82,904 81,601
Financial assets
i. Investments 9 - 69
ii. Loans 13 45,737 2,776
iii. Other financial assets 16 1,507 1,507
Income tax assets (net) 10,215 10,341
Other non-current assets 17 8,580 7,190
Total non-current assets 255,283 216,393
Current assets
Inventories 18 12,854 9,998
Investment in equity share (held-for-sale) 10 - 589
Financial assets
i. Investments 11 10,504 -
ii. Trade receivables 12 25,205 41,245
iii. Cash and cash equivalents 14 2,580 9,005
iv. Other bank balances 15 7,672 9,617
v. Loans 13 5,950 1,389
vi. Other financial assets 16 3,421 892
Other current assets 19 2,698 6,290
Total current assets 70,884 79,025
Total assets 326,167 295,418
EQUITY AND LIABILITIES
Equity
Equity share capital 20 10,268 8,928
Other equity 21 190,826 1,54,886
Total equity 201,094 1,63,814
Liabilities
Non-current liabilities
Financial Liabilities
i. Borrowings 22 64,035 57,676
ii. Lease liabilities 6 1,048 1,291
iii. Other financial liabilities 24 806 307
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
INCOME
Expenses
Tax expense
Changes in fair value of investments other than equity shares carried at fair (69) -
value through OCI
Other comprehensive income for the year (A+B), net of tax liability (67) 2,632
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
Adjustments for
Depreciation and amortisation expense 7,298 7,228
Loss on disposal of property, plant and equipment (net of Gain) 82 (3,566)
Provision for doubtful trade receivables 34 318
Bad Debts 57 -
Income on financial guarantee (288) (294)
Gain on sale of investments (519) (1,112)
Changes in fair value of financial assets at fair value through profit or loss (8) 89
Provision for stores and spares (28) 303
Provision for loan given to Subsidiaries 504 -
Provision for capital work in progress 1,020 575
Unrealised loss on embedded derivative contracts (275) 190
Interest income (2,941) (561)
Finance costs 8,660 8,525
Unrealised foreign exchange fluctuations loss (net) (391) 547
Cash generated from operations before working capital changes 40,441 14,435
Change in trade receivables 15,939 2,183
Change in inventories (2,828) 2,859
Change in trade payables (6,815) (21,221)
Change in other financial liabilities 990 655
Change in other financial assets 319 (1,679)
Change in other non-current assets (350) 1,097
Change in other current assets 3,592 (129)
Change in Security deposits (267) -
Change in provisions (11) 496
Change in other current liabilities (171) (1,239)
Cash generated from/ (used in) operations 50,839 (2,543)
Income taxes paid (net) (5,114) (820)
Net cash generated from/ (used in) operating activities 45,725 (3,363)
Cash flows from investing activities (514) (586)
Additonal investment in subsidiary or acquisition of subsidiary (402) (3)
Purchase of property, plant and equipment, intangible assets (including Capital work-in-progress) (4,364) (5,632)
Proceeds from sale of property, plant and equipment 78 9,723
Purchase of investments (143,939) (90,450)
Proceeds from sale of investments 133,612 90,800
Loans to subsidiaries (47,740) (1,315)
Repayment of loans by subsidiaries - 6,000
Repayment of loans by employees and other loans given (7) 20
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
B. OTHER EQUITY
Share warrants, Reserves and surplus Items of Other Com- Total
prehensive Income
(OCI)
Securities Capital Share Capital Equity General Retained Fair value Other Items
premium redemption War- Re- portion of reserve earnings through of Com-
reserve rants serve non-current OCI prehensive
borrowings Income
(FCCB)
Balance as at 1 April 2019 10,799 150 5,000 - - 17,710 118,656 (45) (504) 151,766
Balance as at 1 April 2020 14,024 150 4,167 - 1,286 17,710 118,537 (45) (943) 154,886
Securities Capital Share Capital Equity General Retained Fair value Other Items
premium redemption War- Re- portion of reserve earnings through of Com-
reserve rants serve non-current OCI prehensive
borrowings Income
(FCCB)
Balance as at 31 March 30,307 150 - 4,167 2,790 17,710 136,757 273 (1,328) 190,826
2021
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
The functional currency of the Company (i.e. the A ‘debt instrument’ is measured at the amortised
currency of the primary economic environment cost if both the following conditions are met:
in which the Company operates) is the Indian
a) The asset is held within a business model
Rupee (`). On initial recognition, all foreign
whose objective is to hold assets for
currency transactions are recorded at exchange
collecting contractual cash flows; and
rates prevailing on the date of the transaction.
Monetary assets and liabilities, denominated in a b) Contractual terms of the asset give rise on
foreign currency, are translated at the exchange specified dates to cash flows that are solely
rate prevailing on the Balance Sheet date and the payments of principal and interest (SPPI) on
resultant exchange gains or losses are recognised the principal amount outstanding.
in the standalone Statement of Profit and Loss.
Non-monetary items, which are measured in After initial measurement, such financial assets
terms of historical cost denominated in a foreign are subsequently measured at amortised cost
currency, are reported using the exchange rate at using the effective interest rate (EIR) method.
the date of the transaction. Amortised cost is calculated by taking into
account any discount or premium on acquisition
(i) Financial instruments and fees or costs that are an integral part of the
EIR. The EIR amortisation is included in other
A Financial instrument is any contract that
income in the standalone Statement of Profit and
gives rise to a financial asset of one entity and a
Loss. The losses arising from impairment are
financial liability or equity instrument of another
recognised in the standalone Statement of Profit
entity.
and Loss. This category generally applies to trade
Financial assets: Initial recognition and and other receivables.
measurement
Debt instrument at FVOCI
All financial assets are recognised initially at
A ‘debt instrument’ is classified as at the FVOCI if
fair value plus, in the case of financial assets
both of the following criteria are met:
not recorded at fair value through profit or loss,
transaction costs that are attributable to the a)
The objective of the business model is
acquisition of the financial asset. Purchases achieved both by collecting contractual
or sales of financial assets that require delivery cash flows and selling the financial assets;
of assets within a time frame established by and
regulation or convention in the market place
(regular way trades) are recognised on the trade b) The asset’s contractual cash flows represent
date, i.e., the date that the Company commits to SPPI. Debt instruments included within the
purchase or sell the asset. FVOCI category are measured initially as
well as at each reporting date at fair value.
Subsequent measurement Fair value movements are recognised in
the other comprehensive income (OCI).
For purposes of subsequent measurement,
On derecognition of the asset, cumulative
financial assets are classified in four categories:
gain or loss previously recognized in OCI
Debt instruments at amortised cost is reclassified to the standalone Statement
of Profit and Loss. Interest earned whilst
Debt instruments at fair value through other
holding FVTOCI debt instrument is reported
comprehensive income (FVOCI)
as interest income using the EIR method.
Debt instruments, derivatives and equity
Debt instrument at FVPL
instruments at fair value through profit or
loss (FVPL) FVPL is a residual category for debt instruments.
Any debt instrument, which does not meet the
Equity instruments measured at fair value
criteria for categorisation as at amortised cost
through other comprehensive income
or as FVOCI, is classified as at FVPL. In addition,
(FVOCI)
*During the year ended March 31, 2020. the management categorised the Freehold vacant land parcel located at Yerwada, Pune as Investment property
as per Ind AS 40, based on the re-assessment of use of respective vacant land parcel.
Refer Note 22 foot note for information on Property, plant and equipment provided as security by the Company.
Projects (Mainly comprising of building and plant & machinery) 1,211 1,725
Total 312 16
Gross block
Accumulated depreciation
Opening balance - -
Depreciation charge - -
Closing balance - -
Fair value
B) Lease liabilities
Other Information:
The company has leases mainly for Corporate building and some furniture items. These lease contracts provide for payment to
increase each year by inflation.
Leases not yet commenced to which the lessee is committed
At 31 March 2021 the Company had committed to leases which had not yet commenced. The total future cash outflows for
leases that had not yet commenced is amounting to ₹ 85 lakhs.
The difference between the future minimum lease rental commitments towards non-cancellable operating leases reported as
at 31 March 2019 compared to the lease liability as accounted as at 1 April 2019 is primarily due to inclusion of present value
of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities as per the
requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Company has chosen to apply the
practical expedient as per the standard.
The company does not face significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to
meet the obligations related to lease liabilities as and when they fall due.There are no variable lease payments and guaranteed
residual value in existing lease agreements.
The incremental borrowing rate of 9.65% p.a. has been applied to lease liabilities recognised in the Balance Sheet.
For transition, the Company has elected not to apply the requirements of Ind AS 116 to leases which are expiring within 12
months from the date of transition by class of asset and leases for which the underlying asset is of low value on a lease-by-
lease basis. The Company has also used the practical expedient provided by the standard when applying Ind AS 116 to leases
previously classified as operating leases under Ind AS 17 and therefore, has not reassessed whether a contract, is or contains a
lease, at the date of initial application, relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately
before the date of initial application as an alternative to performing an impairment review, excluded initial direct costs from
measuring the right of use asset at the date of initial application and used hindsight when determining the lease term if the
contract contains options to extend or terminate the lease. The Company has used a single discount rate to a portfolio of leases
with similar characteristics.
Accumulated Amortisation -
Accumulated amortisation as at 1 April 2019 116 250 366
Amortisation charge for the year 102 88 190
Accumulated amortisation as at 1 April 2020 218 338 556
Amortisation charge for the year 134 102 236
Closing accumulated amortisation as at 31 March 2021 352 440 792
Net Block as at 31 March 2020 615 216 831
Net Block as at 31 March 2021 573 193 766
FINANCIAL ASSETS
1,70,49,987 (31 March 2020: 1,70,49,987) equity shares of Smartchem Technology Limited 82,463 81,563
(wholly owned subsidiary) of ₹ 10 each
1,60,000 (31 March 2020: 1,60,000) equity shares of Deepak Nitrochem Pty. Limited (wholly 20 20
owned subsidiary) of AUD 1 each
9,998 (31 March 2020: 9,998) equity shares of Deepak Mining Services Private Limited (wholly 1 1
owned subsidiary) of ₹ 10 each
49,993 (31 March 2020:49,993) equity shares of SCM Fertichem Limited (wholly owned 4 4
subsidiary) of ₹ 10 each
40,99,994 (31 March 2020: 74,994) equity shares of Ishanya Brand Services Limited of ₹ 10 each 411 8
49,994 (31 March 2020: 49,994) equity shares of Ishanya Realty Corporation Limited of ₹10 each 5 5
Note 9: Investments
Investments in equity shares (unquoted) (fully paid up) (fair value through other comprehensive
income)
88,448 (31 March 2020: 88,448) equity shares of Deepak International Limited of $ 1 each - 69
Total - 69
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
Investments in equity shares (unquoted) of Associates (fully paid up) carried at lower of cost or
net realisable value
NIL (31 March 2020: 12,70,341) equity shares of Desai Fruit and Vegetables Private Limited of - 589
₹ 10 each
Total - 589
The Company had signed Share purchase agreement with Contract Farming India A.G. (CFI) on 6 April 2019 to sell shares at
₹ 74 per share for a total consideration of ₹ 3,760 Lakhs. During the year 2020-21, the Company has transferred 12,70,341 shares
to Contract Farming India A.G. (CFI) at consideration of ₹ 74 per share for total consideration of ₹ 940 Lakhs (31 March 2020:
38,11,022 shares of ₹ 74 per share for total consideration of ₹ 2,820 Lakhs).
Note 11: Current Investments
Quoted
Investment in mutual funds (measured at fair value through profit and loss) -
Adiya Birla Sun Life Overnight Fund Growth - Regular Plan (1,72,883 units) 1,918 -
Axis Overnight Fund - Regular Growth - ONDG (1,58,038 units) 1,717 -
HDFC Overnight Fund - Regular Plan - Growth (59,766 units) 1,817 -
ICICI Prudential Overnight Fund Growth (13,70,703 units) 1,518 -
Kotak Overnight Fund Growth (Regular plan) (1,29,253 units) 1,417 -
SBI Overnight Fund Regular Growth (63,781 units) 2,117 -
Total 10,504 -
Aggregate carrying value of quoted investments 10,504
Aggregate market value of quoted investments 10,504 -
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
Refer Note 39(i) on credit risk of trade receivables, which explains how the Company manages and measures credit quality of trade receivables
that are neither past due nor impaired.
Refer Note 41(b) for amount receivable from related parties which includes debts due by companies in which any director is a director or member.
The Company’s exposure to customers is diversified and no single customer, other than a subsidiary, contributes more than 10% of the
outstanding receivables as at March 31, 2021 and March 31, 2020.
Refer Note 41(b) for Security deposits receivable from related parties.
Cash on hand 6 8
Deposits with remaining maturity upto 12 months from the reporting date 6,941 8,850
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
Refer Note 41(b) for Interest receivable on Loan to related parties
*Included in supplier claim (refer note 42)
Raw materials ((includes ₹ 235 Lakhs in transit)(31 March 2020 ₹ 355 Lakhs) 2,087 2,943
Finished goods 1,397 1,020
Stock-in-trade ((includes ₹ 1,997 Lakhs in transit)(31 March 2020 ₹ Nil) 4,429 2,670
Packing material 46 25
(i) The cost of inventories recognised as an expense includes ₹ 382 Lakhs (31 March 2020: ₹ 6 Lakhs) in respect of write-down of inventories
to net realisable value.
(ii) Inventories have been offered as security against the working capital facilities provided by the banks. (refer note 23)
Authorised
13,50,50,000 equity shares of ₹ 10/- each. 13,505 13,505
(31 March 2020: 13,50,50,000 equity shares of ₹ 10/- each)
13,505 13,505
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the year end
FINANCIAL LIABILITIES
Compound Interest :
Upto March 12, 2021
: 1.75% compound
interest per annum
From March 13,
2021 onwards :
2.25% compound
interest per annum
a) The term loan (i) and (ii) has been availed for financing of Nitric Acid project at Dahej. The term loan is secured by pari
passu charge on the land & building and hypothecation of all the present & future immovable fixed assets and intangible
assets pertaining to Nitric Acid project at Dahej.
b) The term loan (iii) has been availed to shore up the net working capital of the Company. The term loan is secured by
exclusive charge on the immovable property situated at Yerwada Pune belonging to joint operation, M/s Yerrowda
Investments Limited (YIL). Corporate Guarantee of M/s Yerrowda Investments Limited (YIL) to the extent of the value of
Immovable property is offered to Bank of Baroda.
c) The FCCB’s will be pari-passu with the senior unsecured creditors of the Company. The Company has received Tranche 2
subscription amount $15,000,000 during current financial year (31 March 2020: Trache 1 $15,000,000). Foreign Currency
Convertible Bonds (“FCCBs”) issued by the Company to International Finance Corporations (“IFC”) have been bifurcated
into equity and liability components as per the principles of the Indian Accounting Standards. The financial liability
component has been measured at amortized cost in the financial statements as per Ind AS 109, Financial Instruments.
The FCCBs are convertible into equity shares of the Company at a predetermined price of ₹ 195 per share (₹ 250 per share
till July 16, 2020) at the option of IFC and carry several rights and obligations including adherence to specific financial
covenants. The shares issued upon conversion of the FCCB’s will rank pari-passu in all respects with the existing shares
of the Company. In the event of non-conversion till the end of the stipulated period, the amount raised through the issue
of FCCBs is repayable in full to IFC. The FCCBs carry a coupon rate of 4.5% simple interest p.a.(5% p.a. upto March 12,
2021), payable semi annually and 2.25% compound interest p.a.(1.75% p.a. upto March 12, 2021), payable on redemption.
Secured
Unsecured
77,109 78,408
Short term loan from bank is repayable on demand, carries average interest rate of Nil (31 March 2020 - 9.35%) and is secured
by a first pari passu charge by way of hypothecation of stock of raw materials, finished goods and consumable stores and book
debts.
Cash credit is repayable on demand and carries variable rate of interest. Average interest rate for the year is 8.50% (31 March
2020 - NIL). Cash credit facilities sanctioned by banks including working capital demand loans are secured by a first pari passu
charge by way of hypothecation of stocks of raw materials, finished goods, consumable stores and book debts.
Unsecured loan availed from related party Deepak Agro Solutions Ltd and is repayable on demand.
Non-current
Embedded Derivative Liability 17 -
Current
Others - 646
The site restoration expense and decommissioning charges outflow is expected to be within a period of one to five years from date of balance
sheet.
Reconciliation of the present value of defined benefit obligation and the fair value of the plan assets:
Fair value of plan assets at the end of the year 4,001 3,966
Actuarial gain/(loss) 32 56
Expense recognised in the Statement of Profit and Loss under employee benefits expense:
Interest cost 71 28
The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption
while holding all other assumptions constant.
Maturity profile of defined benefit obligation (Gratuity) is as follows:
Within the next 12 months (next annual reporting period) 1,742 1,822
Later than 1 year and not later than 5 years 2,816 2,830
Later than 5 year and not later than 9 years 3,806 2,783
Later than 5 year and not later than 9 years 8,364 7,435
Weighted average duration of the plan (based on discounted cash flows using mortality, withdrawal rate and interest rate) is
8.22 years (31 March 2020: 6.17 years)
Risk Exposure and Asset Liability Matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on
uncertain long term obligations to make future benefit payments.
1. Liability Risks
a. Asset-Liability Mismatch Risk-
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with
the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate
movements. Hence companies are encouraged to adopt asset-liability management.
b. Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can
have a significant impact on the defined benefit liabilities.
c. Future Salary Escalation and Inflation Risk
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising
salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities
especially unexpected salary increases provided at management’s discretion may lead to uncertainities in estimating
this increasing risk.
Interest cost 10 8
Expense recognised in the Statement of Profit and Loss under employee benefits expense:
Interest cost 10 8
Trade payables
(a) total outstanding dues of micro and small enterprises 920 268
(b) total outstanding dues of creditors other than micro and small enterprises#* 24,309 31,865
# Includes payable to related party ₹ 540 lakhs (31 March 2020: ₹ 156 lakhs)
* Trade payable as stated above includes trade payables related to materials for ₹ 19,909 lakhs (31 March 2020: ₹ 22,056 lakhs)
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end
of each accounting year
- Principal amount outstanding (whether due or not) to micro and small enterprises 920 268
The amount of interest paid by the Company in terms of section 16 of the MSMED Act, 2006 along - -
with the amounts of the payment made to the supplier beyond the appointed day during each
accounting year
The amount of payment made to the supplier beyond the appointed day during the year 3,627 711
The amount of further interest remaining due and payable even in the succeeding year - -
To comply with the requirement of The Micro, Small And Medium Enterprises Development Act, 2006 (‘MSMED Act’), the
Company requested its suppliers to confirm whether they are Micro, Small or Medium enterprise as defined in the said MSMED
Act. Based on the communications received from such suppliers confirming their coverage as such enterprise, the Company has
recognised them for the necessary treatment as provided under the MSMED Act, from the date of receipt of such confirmations.
* Includes MAT credit of ₹ 1,637 lakhs which was utilized in earlier period.
Sale of products
Disaggregation of revenue
Significant changes in the contract liability balances during the year ended are as follows:
Revenue recognised that was included in the contract liability balance at the beginning of the year 717 612
Increase due to cash received, excluding amounts recognised as revenue during the year 392 717
Contract liabilities at the end of the year 392 717
There is no significant change in the contract asset and contract liabilities.
Interest income from financial assets measured at amortized cost 2,941 561
Fair value gain on financial assets mandatorily measured at fair value through profit or loss 8 -
Opening balance
Closing balance
Interest others - 64
(*) Net of recharges of ₹1,181 lakhs (31 March 2020 : ₹1,473 Lakhs) to a subsidiary company - Smartchem Technologies Limited.
Repairs to :
Rent 98 270
Directors’ fees 97 40
Commission on sales 37 42
Communiation expenses 35 59
Provision for doubtful loans, advances and other receivable (including write off) 504 37
Other expenses are net of recharges of ₹ 4,050 Lakhs (31 March 2020 : ₹3,909 Lakhs) to subsidiary company - Smartchem Technologies
Limited.
* net of reversal of MSEB electricity duty provision NIL (31 March 2020 : ₹ 1,923 Lakhs)
# net of reversal of provision for local body tax of Nil (31 March 2020 : ₹ 949 Lakhs)
@ Miscellaneous expenses include Provision for impairment of capital work in progress amounting to ₹ 1,015 Lakhs (31 March 2020 :₹ 575
Lakhs)
Payment to auditors*
As auditor:
Audit fee 33 32
In other capacities
Reimbursement of expenses 2 3
Total 39 41
* Payment to auditors for current year include payment to previous auditor of ₹ 16 Lakhs.
Others 6 22
Total 81 62
Net profit after tax attributable to equity shareholders of parent (₹ in Lakhs) for basic EPS 20,899 3,071
Add: Adjustment for interest on Foreign currency convertible bonds post tax 1,073 -
Net profit after tax attributable to equity shareholders of parent (₹ in Lakhs) for dilutes EPS 21,972 3,071
Denominator for basic and diluted EPS
Weighted average number of equity shares for basic EPS 96,531,814 91,124,605
Weighted average number of equity shares for diluted EPS 104,856,532 91,124,605
Basic earnings per share of face value of ₹ 10 each (in ₹/share) 21.65 3.37
Diluted earnings per share of face value of ₹ 10 each (in ₹/share) 20.95 3.37
* Investment in Subsidiaries and Associates are shown at Cost in balance sheet as per Ind AS 27 : Separate Financial Statements
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial
assets that are not measured at fair value on a recurring basis (but fair value disclosures are required) :
The different levels have been defined as follows:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within level-1 that are observable for asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Fair values
are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from
observable current market transactions in the same instrument nor are they based on available market data.
Financial assets and liabilities measured at fair 31 March 2021 31 March 2020
value
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Financial Investments at FVPL
Mutual funds 10,504 - - - - - -
Financial Investments at FVOCI
Equity instruments - - - - 69 69
Derivatives
Foreign exchange forward contracts/options - 12 - 12 - 370 - 370
Commodity Hedge contract - 723 - 723 - - - -
Embedded derivative - 102 - - - - - -
Total financial assets 10,504 837 - 735 - 370 69 69
Financial liabilities
Derivatives
Embedded derivative - 17 - 17 - 190 - 190
Financial guarantee liability - 1,157 - 1,157 - 544 - 544
Total financial assets - 1,174 - 1,174 - 734 - 734
The Company has not obtained Interest Rate Swaps (IRS) for variable rate borrowings.
(ii) Sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for floating rate liabilities
assuming the amount of the liability outstanding at the year-end was outstanding for the whole year.
If interest rates had been 50 basis points higher / lower and all other variables were held constant, the Company’s profit
for the year ended 31 March 2021 before tax would decrease / increase by ₹ 382 lacs (for the year ended 31 March 2020:
decrease / increase by ₹ 304 lacs). This is mainly attributable to the Company’s exposure to interest rates on its variable
rate borrowings.
(b) Dividends
In addition to the above dividends, since year end the directors have recommended the 7,701 2,679
payment of a final dividend of ₹ 7.50 per fully paid equity share (31 March 2020 : ₹ 3). The
proposed dividend is subject to the approval of shareholders in the ensuring annual general
meeting.
Sr. Nature of Transactions Subsi- Jointly Key Relative Entities Enterprises Total Subsi- Jointly Key Relative Entities Enterprises Total
No. diaries Controlled Manage- of Key over Over Which diaries Cont- Manage- of Key over Over Which
Entity ment Manage- which Key Relatives rolled ment Manage- which Key Relatives
Personnel ment Manage- Are Able Entity Personnel ment Manage- Are Able
Personnel ment To Exercise Personnel ment To Exercise
Personnel Significant Personnel Significant
are able to Influence are able to Influence
exercise exercise
significant significant
Influence Influence
(*) (*)
1 Sale of goods
2 Rendering of services/
reimbursement of expenses
Smartchem Technologies Limited 14,238 - - - - - 14,238 13,736 - - - - 13,736
Ishanya Foundation - - - - - - - - - - 4 4
Sr. Nature of Transactions Subsi- Jointly Key Relative Entities Enterprises Total Subsi- Jointly Key Relative Entities Enterprises Total
No. diaries Controlled Manage- of Key over Over Which diaries Cont- Manage- of Key over Over Which
Entity ment Manage- which Key Relatives rolled ment Manage- which Key Relatives
Personnel ment Manage- Are Able Entity Personnel ment Manage- Are Able
Personnel ment To Exercise Personnel ment To Exercise
Personnel Significant Personnel Significant
are able to Influence are able to Influence
exercise exercise
significant significant
Influence Influence
(*) (*)
6 Receiving of services/reimbursement
of expenses
Yerrowda Investments Limited - - - - - - (86) - - - - (86)
7 Asset Sale
8 Donation given
Sr. Nature of Transactions Subsi- Jointly Key Relative Entities Enterprises Total Subsi- Jointly Key Relative Entities Enterprises Total
No. diaries Controlled Manage- of Key over Over Which diaries Cont- Manage- of Key over Over Which
Entity ment Manage- which Key Relatives rolled ment Manage- which Key Relatives
Personnel ment Manage- Are Able Entity Personnel ment Manage- Are Able
Personnel ment To Exercise Personnel ment To Exercise
Personnel Significant Personnel Significant
are able to Influence are able to Influence
exercise exercise
significant significant
Influence Influence
(*) (*)
Sr. Nature of Transactions Subsi- Jointly Key Relative Entities Enterprises Total Subsi- Jointly Key Relative Entities Enterprises Total
No. diaries Controlled Manage- of Key over Over Which diaries Cont- Manage- of Key over Over Which
Entity ment Manage- which Key Relatives rolled ment Manage- which Key Relatives
Personnel ment Manage- Are Able Entity Personnel ment Manage- Are Able
Personnel ment To Exercise Personnel ment To Exercise
Personnel Significant Personnel Significant
are able to Influence are able to Influence
exercise exercise
significant significant
Influence Influence
(*) (*)
Trade payables
Remunerations payable -
Trade receivables -
Sr. Nature of Transactions Subsi- Jointly Key Relative Entities Enterprises Total Subsi- Jointly Key Relative Entities Enterprises Total
No. diaries Controlled Manage- of Key over Over Which diaries Cont- Manage- of Key over Over Which
Entity ment Manage- which Key Relatives rolled ment Manage- which Key Relatives
Personnel ment Manage- Are Able Entity Personnel ment Manage- Are Able
Personnel ment To Exercise Personnel ment To Exercise
Personnel Significant Personnel Significant
are able to Influence are able to Influence
exercise exercise
significant significant
Influence Influence
(*) (*)
Interest Payable -
Deposits Receivables -
Loan Payable -
Management is of the view that all transactions with related parties are in ordinary course and on an arm’s length basis.
*Remuneration doesn’t include sitting fees paid to non-executive directors of ₹ 97 Lakhs (31 March 2020 : ₹ 40 Lakhs). As the liability of Leave encashment and Gratuity is provided on Actuarial basis for
company as a whole, the said amounts are not included above.
Note :The Company has received Corporate Guarantee from M/s Yerrowda Investments Limited (YIL) (Refer note 22 point no (b)
(*) Includes transaction with enterprises over which relatives are able to exercise significant influence
Note 42(a): Contingent Liabilities and Commitments
A. Contingent liabilities
Claims by suppliers not acknowledged as debts 8,197 31,976
Income Tax Demands 7,196 7,223
Excise/Service Tax/Custom Demands # 5,320 4,798
Sales Tax/ VAT Demands 10,042 4,661
Local Body Tax 1,543 1,543
Penalty on Entry Tax 1,551 1,551
Total 33,849 51,752
B. Capital commitments
Related to Projects 803 5,621
Related to Realty 551 601
C. Other Commitments
Commitments to Supplier 15,577 -
Total 16,931 6,222
# includes ₹1,881 Lakhs (31 March 2020 : ₹1,881 Lakhs) which pertains to service tax liabilities. Company has received a favourable order from
CESTAT against which the department has gone into appeal on December 04, 2019.
C. Other Commitments
During the year, the company has received a letter of waiver from a supplier for offtake liability and consequently, the
company now has to complete its purchase obligation over a period of eight years.
SmartChem Technologies Limited 9.18% - 10% Repayable on The loan has been 48,551 815
demand granted to the subsidiary
for working capital
requirements. The loan is
repayable on demand.
Deepak Mining and Services Pvt 9.20% Repayable on The loan has been 25 21
Ltd demand granted to the subsidiary
for working capital
requirements. The loan is
repayable on demand.
SCM Fertichem Ltd 9.20% Repayable on The loan has been 50 500
demand granted to the subsidiary
for working capital
requirements. The loan is
repayable on demand.
Total 48,626 1,336
The Company has issued corporate guarantees on behalf of subsidiaries to banks. Details are as below :
The Company has chosen to not designate the foreign exchange forward contracts and options contracts as hedges under IND
AS 109 since these contracts do not meet the Hedge accounting requirements.
Unhedged Foreign Currency exposure is as under
Type of Hedge and risk Gross Notional Carrying amount of Maturity date Hedge Weighted average
amounts of Hedging Hedging instrument ratio strike price
instrument
Cash flow Hedge- Commodity price
risk Units Quantity Asset Liabilities
Propane MT 3000 315 - July 31, 2021 1:4.4 USD 399 USD 351.6
Butane MT 4500.00 408 - July 31, 2021 1:4.4 USD 398 USD 352.6
Type of Hedge Changes in the Hedge ineffectiveness Amount Line item affected in
value of hedging recognised in profit or loss recognised statement of profit
instrument from Cash Flow and loss because of
recognised in OCI hedging reserve reclassification
to profit or loss
Cash Flow Hedge
Cost of material
Commodity rate risk 1,193 - 698
consumed
Current Tax
Deferred Tax
Reconciliation of tax expense and accounting profit multiplied by India’s domestic tax rate 31 March 2021 and 31 March 2020
At India’s statutory income tax rate of 25.17% (31 March 2017: 34.608%) (A) 6,855 552
Effect of adopting new tax rates from Taxation Laws (Amendment) Act (refer note below) - (520)
Long term capital profit not subjected to income tax (131) (1,157)
Others 131 14
Income Tax expense reported in the statement of profit or loss (A+B) 6,337 (878)
Note 48:
Pursuant to the provisions of Section 132 and 133A of the Income-tax Act, 1961, a Search Operation was conducted by t he
Income Tax Department during the period from 15 November 2018 to 21 November 2018.
Block assessment of the company is in progress, assessment orders are awaited. Management is of the view that this will not
have any significant impact on the Company’s financial position and performance as at and for the year ended 31 March 2021
and hence no provision has been recognized as at 31 March 2021.
Note 49:
Segment information has been presented in the Consolidated Financial Statements as permitted by Indian Accounting Standard
Ind AS 108, Operating Segments as notified under the Companies (Indian Accounting Standard) Rules, 2015.
Note 50:
Entry tax liabilities have been classified as provisions (refer Note 25) during previous year.
The management based on legal advise is confident that the demand of Entry Tax to the extent of 9.5% of the purchase price
of the Natural Gas is revenue neutral since full set-off is available under the MVAT Act. The Company, therefore, had made a
provision only of 3% of the demand amount including interest. The penalty on the same had been disclosed under contingent
liabilities.
Note 51:
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post- employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on
which the Code will come into effect has not been notified. The company will assess the impact of the Code when it comes into
effect and will record any related impact in the period the Code becomes effective.
Notes 3 to 51 form an integral part of the standalone financial statements.
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
Obtain an understanding of internal control relevant to We communicate with those charged with governance of
the audit in order to design audit procedures that are the Holding Company and other companies included in the
appropriate in the circumstances. Under section 143(3) Consolidated Financial Statements of which we are the
(i) of the Act, we are also responsible for expressing our independent auditors regarding, among other matters, the
opinion on whether the Group and its Joint Operation planned scope and timing of the audit and significant audit
has adequate internal financial controls with reference findings, including any significant deficiencies in internal
to the Consolidated Financial Statements in place and control that we identify during our audit.
the operating effectiveness of such controls. We also provide those charged with governance with a
Evaluate the appropriateness of accounting policies statement that we have complied with relevant ethical
used and the reasonableness of accounting estimates requirements regarding independence, and to communicate
and related disclosures made by management. with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
Conclude on the appropriateness of management’s use where applicable, related safeguards.
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material From the matters communicated with those charged with
governance and based on audit reports of other auditors,
c) The Consolidated Balance Sheet, the Consolidated (i) The Consolidated Financial Statements disclose
Statement of Profit and Loss (including Other the impact of pending litigations as at March 31,
Comprehensive Income), the Consolidated Statement 2021 on the consolidated financial position of the
of Changes in Equity and the Consolidated Statement of Group and its Joint Operation - Refer Note 42 and
Cash Flows dealt with by this Report are in agreement 50 to the Consolidated Financial Statements.
with the relevant books of account maintained for the
(ii) The Group and its Joint Operation did not have any
purpose of preparation of the Consolidated Financial
long-term contracts including derivative contracts
Statements.
for which there were any material foreseeable
d) In our opinion, the aforesaid Consolidated Financial losses as at March 31, 2021.
Statements comply with the Indian Accounting
(iii) There are no delay in amounts, required to
Standards specified under Section 133 of the Act, read
be transferred, to the Investor Education and
with Companies (Indian Accounting Standards) Rules,
Protection Fund by the companies incorporated
2015, as amended.
in India in the Group and its Joint Operation
e) On the basis of the written representations received during the year ended March 31, 2021 except the
from the directors of the Holding Company as on March following:
31, 2021 taken on record by the Board of Directors of
the Holding Company and the reports of the statutory Year Type of Dividend Status
auditors of companies incorporated in India included dividend unpaid in
in the Group, none of the directors of the companies Lakhs
incorporated in India included in the Group, is 1997- Final 0.37 Not yet transferred to
disqualified as on March 31, 2021 from being appointed 1998 Investor Education and
as a director in terms of Section 164(2) of the Act. Protection Fund due
to legal dispute with
f) For our opinion on the internal financial controls with
regards ownership of
reference to Consolidated Financial Statements of the
shares which remains
Holding Company and its subsidiaries incorporated in
unresolved
India and the operating effectiveness of such controls,
refer to our separate Report in Annexure I. For P. G. BHAGWAT LLP
Chartered Accountants
g) As required by section 197 (16) of the Act; in our opinion
Firm Registration No.: 101118W/W100682
and according to the information and explanations
given to us, and on the consideration of reports of Abhijeet Bhagwat
the other auditors on separate financial statements; Partner
the remuneration paid during the current year to its Membership No.: 136835
Directors by the companies incorporated in India to UDIN: 21136835AAAABO4481
whom section 197 applies, included in the Group is in
accordance with the provisions of section 197 of the Place: Pune
Act. The remuneration paid to any director is not in Date: 28 May 2021
Opinion
For P. G. BHAGWAT LLP
In our opinion and based on the audit reports of other
Chartered Accountants
auditors, the Holding Company and subsidiaries incorporated
Firm Registration No.: 101118W/W100682
in India have, in all material respects, adequate internal
financial controls with reference to Consolidated Financial Abhijeet Bhagwat
Statements and such internal financial controls with Partner
reference to Consolidated Financial Statements were Membership No.: 136835
operating effectively as at March 31, 2021, based on the UDIN: 21136835AAAABO4481
internal control over financial reporting criteria established by
the Holding Company considering the essential components Place: Pune
of internal control stated in the Guidance Note on Audit of Date: 28 May 2021
Internal financial controls over financial reporting issued by
the Institute of Chartered Accountants of India.
ASSETS
Non-current assets
Property, plant and equipment 3 2,25,347 2,42,500
Capital work-in-progress 4 1,61,574 1,30,940
Investment property 5 3,607 3,607
Right of use of assets 5(a) 27,100 19,095
Goodwill on consolidation 5(b) 4,368 4,093
Other intangible assets 6 1,663 1,887
Intangible asset under development 4a 312 16
Investment in equity accounted investees 7 5 5
Financial assets
i. Investments 8 3 72
ii. Loans 12 2,823 3,140
iii. Other financial assets 15 1,740 1,590
Deferred tax assets (net) 26 4,703 4,589
Income tax assets (net) 11,069 12,112
Other non-current assets 16 29,067 28,924
Total non-current assets 4,73,381 4,52,570
Current assets
Inventories 17 63,722 68,369
Investment in equity shares (held-for-sale) 9 - 149
Financial assets
i. Investments 10 44,920 1,011
ii. Trade receivables 11 90,612 1,27,580
iii. Cash and cash equivalents 13 16,959 15,757
iv. Other bank balances 14 7,672 10,169
v. Loans 12 1,018 144
vi. Other financial assets 15 1,861 2,501
Other current assets 18 14,177 14,873
Total current assets 2,40,941 2,40,553
Total assets 7,14,322 6,93,123
EQUITY AND LIABILITIES
Equity
Equity share capital 19 10,268 8,928
Other equity 20 2,59,991 2,09,150
Equity attributable to owners of the Company 2,70,259 2,18,078
Non controlling interest 9,701 4,313
Total equity 2,79,960 2,22,391
Liabilities
Non-current liabilities
Financial Liabilities
i. Borrowings 21 2,18,659 2,08,425
ii. Lease liabilities 5(a) 6,619 6,784
iii. Other financial liabilities 23 4,409 170
Provisions 24 6,708 5,687
Total non-current liabilities 2,36,395 2,21,066
Current liabilities
Financial liabilities
i. Borrowings 22 11,019 71,930
ii. Lease liabilities 5(a) 1,333 1,944
iii. Trade payables
(a) total outstanding dues of micro and small enterprises 25 1,436 762
(b)
total outstanding dues of creditors other than micro and small enterprises 25 1,28,240 1,28,687
iv. Other financial liabilities 23 43,048 33,722
Other current liabilities 27 4,936 4,476
Provisions 24 7,375 7,901
Current tax liabilities (net) 580 244
Total current liabilities 1,97,967 2,49,666
Total liabilities 4,34,362 4,70,732
Total equity and liabilities 7,14,322 6,93,123
Significant accounting policies 1-2
The accompanying notes form an integral part of the financial statements 3 - 53
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
INCOME
EXPENSES
Profit before share of (loss) of equity accounted investees and income tax 58,832 10,325
Tax expense
Changes in fair value of investments carried at fair value through OCI (69) -
Other comprehensive income for the year (A+B), net of tax liability 603 (978)
The accompanying notes form an integral part of the consolidated financial statements 3 - 53
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
B. OTHER EQUITY
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
The Holding Company and its subsidiaries (together The preparation of the consolidated financial
referred to as “the Group”) is engaged in the business statements requires management to make
of fertlisers, agri services, bulk chemicals, mining estimates and assumptions that affect the
chemicals and value-added real estate. reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures,
These consolidated financial statements of the Group
and the disclosure of contingent liabilities.
as at and for the year ended on 31 March 2021 were
Uncertainty about these assumptions and
approved for issue in accordance with the resolution of
estimates could result in outcomes that require
the Board of Directors on 28 May 2021.
a material adjustment to the carrying amount of
2. Significant Accounting Policies assets or liabilities effected in future periods.
This note provides a list of the significant accounting Estimates and assumptions
policies adopted in the preparation of these consolidated
The key assumptions concerning the future and
financial statements. These policies have been
other key sources of estimation uncertainty at
consistently applied to all the years presented, unless
the reporting date, that have a significant risk of
otherwise stated.
causing a material adjustment to the carrying
2.1 Basis of preparation amount of assets and liabilities within the next
financial year, are described below. The Group
The consolidated financial statements of the has based its assumptions and estimates on
Group have been prepared in accordance with parameters available when the consolidated
Indian Accounting Standards (‘Ind AS’) notified financial statements were prepared. Existing
under Section 133 of the Companies Act, 2013 circumstances and assumptions about future
(“the Act”) read with the Companies (Indian developments, however, may change due to
Accounting Standards) Rules, 2015 notified, as market changes or circumstances arising that are
amended thereafter and other relevant provisions beyond the control of the Group. Such changes are
of the Act. reflected in the assumptions when they occur.
The consolidated financial statements have Taxes
been prepared on an accrual basis and under the
historical cost convention, except for the following There are many transactions and calculations
assets and liabilities which have been measured undertaken during the ordinary course of business
at fair value: for which the ultimate tax determination is
uncertain. Where the final outcome of these
Derivative financial instruments; matters is different from the amounts initially
Certain financial assets and liabilities recorded, such differences will impact the current
measured at fair value (refer accounting and deferred tax provisions in the period in which
policy on financial instruments); and the tax determination is made. The assessment
of probability involves estimation of a number of
Employee defined benefits plans – plan factors including future taxable income.
assets are measured at fair value
Deferred tax assets and liabilities are classified as Sale of services are recognised on
non-current assets and liabilities respectively. satisfaction of performance obligation
towards rendering of such services.
The operating cycle is the time between the
acquisition of assets for processing and their Interest Income:
realisation in cash and cash equivalents. The
Group has identified twelve months as its Interest Income from a financial asset is
operating cycle for the purpose of current and recognised when it is probable that the
non-current classification of assets and liabilities. economic benefits will flow to the Group
and the amount of income can be measured
(b) Revenue recognition reliably. Interest income is accrued on a
time basis, by reference to the principal
Revenue from contracts with customers is
outstanding and at the effective interest
recognised when control of the goods or
rate applicable.
services are transferred to the customer
i.e. when the customer is able to direct the Dividend Income:
use of the transferred goods or rendering of
services and obtains substantially all of the Dividend income from investments in
remaining benefits at an amount that reflects shares is recognised when the owner’s right
the consideration entitled in exchange to receive the payment is established.
for those goods or services. The policy of
On the disposal of a foreign operation (i.e. a Debt instruments at fair value through
disposal of the Group’s entire interest in a foreign other comprehensive income (FVOCI)
operation, a disposal involving loss of control,
Debt instruments, derivatives and
over a subsidiary that includes a foreign operation, equity instruments at fair value
or a partial disposal of an interest in a joint through profit or loss (FVPL)
arrangement that includes a foreign operation of
Equity instruments measured at fair
which the retained interest becomes a financial
value through other comprehensive
asset), the exchange differences accumulated
income (FVOCI)
in equity in respect of that operation attributable
to the owners of the Group are reclassified to the Debt instruments at amortised cost
consolidated Statement of Profit and Loss as part
A ‘debt instrument’ is measured at the
of the gain or loss on disposal.
amortised cost if both the following
In case of a partial disposal of interests in a conditions are met:
subsidiary that includes a foreign operation a) The asset is held within a business
that does not result in the Group losing control model whose objective is to hold
over the subsidiary, the proportionate share assets for collecting contractual cash
of accumulated exchange differences are re- flows; and
attributed to NCI and are not recognised in the
consolidated Statement of Profit and Loss. For b) Contractual terms of the asset give
all other partial disposal (i.e. partial disposals of rise on specified dates to cash
joint arrangements that do not result in the Group flows that are solely payments of
losing significant influence or joint control), the principal and interest (SPPI) on the
proportionate share of the accumulated exchange principal amount outstanding. After
differences is reclassified to the consolidated initial measurement, such financial
Statement of Profit and Loss. assets are subsequently measured
at amortised cost using the effective
(j) Financial instruments interest rate (EIR) method. Amortised
cost is calculated by taking into
A Financial instrument is any contract that
account any discount or premium
gives rise to a financial asset of one entity
on acquisition and fees or costs that
and a financial liability or equity instrument
are an integral part of the EIR. The
of another entity.
EIR amortisation is included in other
Financial assets: Initial recognition and income in the consolidated Statement
measurement of Profit and Loss. The losses arising
from impairment are recognised in the
All financial assets are recognised initially at consolidated Statement of Profit and
fair value plus, in the case of financial assets Loss. This category generally applies
not recorded at fair value through profit or to trade and other receivables.
loss, transaction costs that are attributable
to the acquisition of the financial asset. Debt instrument at FVOCI
Purchases or sales of financial assets that A ‘debt instrument’ is classified as at the
require delivery of assets within a time FVOCI if both of the following criteria are
frame established met:
Cash flow hedges that qualify for hedge For the purpose of the statement of cash
accounting: The effective portion of changes flows, cash and cash equivalents consist
in the fair value of derivatives that are of cash and short-term deposits, as defined
designated and qualify as cash flow hedges above.
is recognised in ‘other comprehensive (r) Cash dividend
income’ in cash flow hedging reserve within
equity, limited to the cumulative change in The Group recognizes a liability to make
fair value of the hedged item on a present cash distributions to equity shareholders
value basis from the inception of the hedge. when the distribution is authorized and the
The gain or loss relating to the ineffective distribution is no longer at the discretion
portion is recognised immediately in the of the Group. As per the corporate laws in
consolidated Statement of Profit and India, a distribution is authorized when it is
Loss. Amounts accumulated in equity are approved by the shareholders of the Group.
reclassified to the consolidated Statement
(s) Income taxes
of Profit and Loss in the periods in which the
hedged item affects the profit or loss. Current income tax assets and liabilities
are measured at the amounts expected to
If the hedging relationship no longer meets
be recovered from or paid to the taxation
the criteria for hedge accounting, then hedge
authorities in accordance with the Income
accounting is discontinued prospectively. If
Tax Act, 1961. The tax rates and tax laws
the hedging instrument expires or is sold,
used to compute the amounts are those that
terminated or exercised, the cumulative
are enacted or substantively enacted at the
gain or loss on the hedging instrument
reporting date.
recognised in cash flow hedging reserve
till the period the hedge was effective Current income tax relating to items
remains in cash flow hedging reserve recognized outside profit and loss is
until the underlying transaction occurs. recognized outside profit and loss (either
The cumulative gain or loss previously in other comprehensive income or in
recognised in the cash flow hedging reserve equity). Current tax items are recognized
is transferred to the Statement of Profit and in correlation to the underlying transaction
Loss upon the occurrence of the underlying either in OCI or directly in equity. Management
transaction. If the forecasted transaction periodically evaluates positions taken in
is no longer expected to occur, then the the tax returns with respect to situations in
amount accumulated in cash flow hedging which applicable tax regulations are subject
reserve is reclassified in the Statement of to interpretation and establishes provisions
Profit and Loss. where appropriate.
Derivatives that are not designated as Deferred income tax is provided using the
hedges: The Group enters into certain liability method on temporary differences
derivative contracts to hedge foreign between the tax bases of assets and
exchange risks which are not designated liabilities and their carrying amounts for
as hedges. Such derivative contracts are financial reporting purposes at the reporting
accounted for at each reporting date at fair date. Deferred tax liabilities are recognized
value through the consolidated Statement of for all taxable temporary differences except
Profit and Loss. when the deferred tax liability arises from
As at 1 April 2019 24,642 16,648 - 42,743 1,74,559 258 4,833 1,168 2,873 634 2,999 2,71,357
Additions 5,574 - 101 11,106 46,014 210 169 221 366 38 475 64,274
Gross carrying amount as at 31 March 2020 27,120 94 91 53,591 2,17,299 210 5,002 1,389 3,012 631 3,077 3,11,516
Accumulated depreciation
Opening accumulated depreciation - (554) - (4,589) (43,551) (24) (1,941) (566) (1,611) (266) (1,372) (54,474)
Depreciation charge for the year - - (14) (2,361) (14,557) (45) (434) (154) (583) (72) (672) (18,892)
Accumulated depreciation as at - (33) (11) (6,807) (54,928) (17) (2,375) (720) (1,974) (299) (1,852) (69,016)
31 March 2020
Net carrying amount as on 31 March 2020 27,120 61 80 46,784 1,62,371 193 2,627 669 1,038 332 1,225 2,42,500
As at 1 April 2020 27,120 94 91 53,591 2,17,299 210 5,002 1,389 3,012 631 3,077 3,11,516
Gross carrying amount as at 31 March 2021 22,380 - 133 53,452 2,23,777 37 5,010 1,401 3,158 653 2,793 3,12,794
Note 3: Property, Plant and Equipment
Free- Lease- Lease- Build- Plant Bearer Electric Furni- Office Labo- Vehicles Total
hold hold hold Im- ings and plants Installa- ture and Equip- ratory
Land Land prove- Equip- tion Fixtures ment Equip-
ments ment ment
Accumulated depreciation
Opening accumulated depreciation - (33) (11) (6,807) (54,928) (17) (2,375) (720) (1,974) (299) (1,852) (69,016)
Depreciation charge for the year - - (16) (2,441) (14,912) (20) (417) (134) (406) (78) (502) (18,926)
Accumulated depreciation as at 31 March 2021 - (33) (34) (9,088) (69,903) (37) (2,792) (854) (2,298) (363) (2,045) (87,447)
Net carrying amount as on 31 March 2021 22,380 (33) 99 44,364 1,53,873 (0) 2,218 547 860 290 749 2,25,347
Projects (Mainly comprising of building and plant and machinery)#* 1,55,667 1,27,196
Total 312 16
Additions - 3,096
Accumulated depreciation
Depreciation charge - -
b) The Group has neither earned any rental income nor incurred any direct operating expense on the above properties.
B) Lease liabilities
Other Information:
The Group has leases mainly for Land, Corporate building, furniture items and other equipments. These lease contracts provide
for payment to increase each year by inflation.
Leases not yet commenced to which the lessee is committed
At 31 March 2021 the Holding company had committed to leases which had not yet commenced. The total future cash outflows
for leases that had not yet commenced is amounting to ₹ 85 lakhs.
The difference between the future minimum lease rental commitments towards non-cancellable operating leases reported
as at 31 March 2019 compared to the lease liability as accounted as at 1 April 2019 is primarily due to inclusion of present
value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities as per
the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Group has chosen to apply the
practical expedient as per the standard.
The Group does not face significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.There are no variable lease payments and guaranteed residual
value in existing lease agreements.
The incremental borrowing rate of 9.65% p.a. has been applied to lease liabilities recognised in the Balance Sheet.
For transition, the Group has elected not to apply the requirements of Ind AS 116 to leases which are expiring within 12 months
from the date of transition by class of asset and leases for which the underlying asset is of low value on a lease-by-lease basis.
The Group has also used the practical expedient provided by the standard when applying Ind AS 116 to leases previously
classified as operating leases under Ind AS 17 and therefore, has not reassessed whether a contract, is or contains a lease, at
the date of initial application, relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before
the date of initial application as an alternative to performing an impairment review, excluded initial direct costs from measuring
the right of use asset at the date of initial application and used hindsight when determining the lease term if the contract
contains options to extend or terminate the lease. The Group has used a single discount rate to a portfolio of leases with similar
characteristics.
Goodwill of ` 4,368 Lakh (2020: ` 4,093 Crore) relates to the CGUs namely Mahadhan Farm Technologies Private Limited
` 1,542 lakh (31 March 2020: ` 1,542 Lakh), Performance Chemiserve Limited ` 1,190 Lakh (31 March 2020: ` 1,190 Lakh) and
Australian Minning Explosives Pty Ltd ` 1,637 Lakh (31 March 2020: ` 1,362 Lakhs) respectively.
49,994 (31 March 2020: 49,994) equity shares of Ishanya Realty Corporation Limited of ` 10 each 5 5
Investment in equity shares (quoted) (fully paid up) (fair value through profit and loss)
4,715 (31 March 2020: 4,715) Equity shares of Punjab National Bank Limited of ₹ 2/- each fully 3 3
paid up
Investments in equity shares (unquoted) (fully paid up) (fair value through other comprehensive
income)
88,448 (31 March 2020: 88,448) equity shares of Deepak International Limited of AUD 1 each - 69
Total (equity instruments) 3 72
Total 3 72
Aggregate amount of quoted investments and market value thereof 3 3
Aggregate amount of unquoted investments - 69
Aggregate amount of impairment in the value of investments - -
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
Investment in equity shares (unquoted) of Associates (fully paid up) carried at lower of cost or
net realisable value
NIL (31 March 2020: 12,70,341) equity shares of Desai Fruit and Vegetables Private Limited of - 149
` 10 each
Total - 149
The Group had signed Share purchase agreement with Contract Farming India A.G. (CFI) on 6 April 2019 to sell shares at
₹ 74 per share for a total consideration of ₹ 3,760 Lakh. During the year 2020-21, the Group has transferred 12,70,341 shares to
Contract Farming India A.G. (CFI) at consideration of ₹ 74 per share for total consideration of ₹ 940 Lakh (31 March 2020:
38,11,022 shares of ₹ 74 per share for total consideration of ₹ 2,820 Lakh).
Unquoted
Investment in mutual funds (carried at fair value through profit and loss) 44,920 1,011
Total 44,920 1,011
Aggregate carrying value of unquoted investments 44,920 1,011
Aggregate market value of unquoted investments 44,920 1,011
Aggregate amount of impairment in the value of investments - -
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
Trade receivables have been offered as security against the working capital facilities provided by the banks (Refer Note 22).
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
Refer Note 39(i) on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables
that are neither past due nor impaired.
Refer Note 41(b) for amount receivable from related parties which includes debts due by companies in which any director is a director or
member.
Cash on hand 12 14
Deposits with remaining maturity upto 12 months from the reporting date 6,941 9,402
Refer Note 38(i) for Fair value measurements of financial assets and liabilities and refer Note 38(ii) for Fair value hierarchy disclosures for
financial assets and liabilities.
*Included in supplier claim (Refer Note 42)
Raw materials ((includes ₹295 Lakhs in transit) (31 March 2020: ₹6,094 Lakhs)) 22,575 22,861
Finished goods 8,460 21,650
Stock-in-trade ((includes ₹ 1,997 Lakhs) (31 March 2020: NIL)) 14,103 7,739
Stores and spares ((includes ₹ 381 Lakhs) (31 March 2020: ₹ 16 Lakhs)) 16,150 14,224
(i) The cost of inventories recognised as an expense includes ₹ 382 Lakhs (31 March 2020: ₹ 6 Lakhs) in respect of write-down of
inventories to net realisable value.
(ii) Inventories have been offered as security against the working capital facilities provided by the banks. (Refer Note 22)
Authorised
13,50,50,000 equity shares of ₹ 10/- each. 13,505 13,505
(31 March 2020: 13,50,50,000 equity shares of ₹10/- each)
13,505 13,505
In the event of liquidation of the Company the holders of equity share will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts in proportion to their shareholding. The distribution will be in proportion to the
numbers of equity shares held by the shareholder.
Note 20: Other Equity (Refer Statement of Changes in Equity for Reserves movement)
Unsecured
(i) Foreign currency convertible bonds Simple Interest : 18,140 9,312
- IFC (refer note 7) Upto March 12, 2021 :
5% simple interest per
annum
March 13, 2021
Onwards : 4.5%
simple interest
per annum and
Compound Interest
:Upto March 12, 2021
: 1.75% compound
interest per annum
From March 13, 2021
onwards : 2.25%
compound interest
per annum
(ii) Compulsory convertible debentures 8% per annum 22,180 10,638
- International Finance Corporation (IRR : 15.25%)
(IFC), USA (refer note 8)
Total 2,40,325 2,20,859
Less: Current maturities of long-term debt (included in note 23) 21,666 12,434
Total 2,18,659 2,08,425
Unsecured
2,52,601 2,94,793
(i) Short term loan from bank is repayable on demand, carries average interest rate of 9.14% (31 March 2020 - 9.19%) and is
secured by a first charge by way of hypothecation of stock of raw materials, finished goods and consumable stores and
book debts.
(ii) Cash credit is repayable on demand and carries variable rate of interest. Average interest rate for the year is 8.50% (31
March 2020 - NIL). Cash credit facilities sanctioned by banks including working capital demand loans are secured by a
first pari passu charge by way of hypothecation of stocks of raw materials, finished goods, consumable stores and book
debts.
(iii) Unsecured loan is availed from related party Deepak Agro Solutions Ltd. and is repayable on demand.
Note 23: Other Financial Liabilities
Non-current
Security deposits 4,292 -
Current
Movement in Provision
Reconciliation of the present value of defined benefit obligation and the fair value of the plan assets:
Fair value of plan assets at the end of the year 4,973 4,579
Interest income 49 33
Actuarial gain/(loss) 32 56
Expense recognised in the Statement of Profit and Loss under employee benefits expense:
Sensitivity analysis :
The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption
while holding all other assumptions constant.
Maturity profile of defined benefit obligation (Gratuity) is as follows:
Particulars 31 March 2021 31 March 2020
Within the next 12 months (next annual reporting period) 2,314 2,539
Later than 1 year and not later than 5 years 5,135 5,155
Later than 5 year and not later than 9 years 6,958 5,349
Total expected payments 14,406 13,043
Interest cost 16 15
Interest cost 16 15
Sensitivity analysis :
Trade payables
(a) total outstanding dues of micro and small enterprises 1,436 762
(b) total outstanding dues of creditors other than micro and small enterprises 1,28,240 1,28,687
The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Group. The amount
of principal and interest outstanding during the year is given below :
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end
of each accounting year
- Principal amount outstanding (whether due or not) to micro and small enterprises 1,436 762
The amount of interest paid by the Group in terms of section 16 of the MSMED Act, 2006 along - -
with the amounts of the payment made to the supplier beyond the appointed day during each
accounting year
The amount of payment made to the supplier beyond the appointed day during the year 9,015 2,441
The amount of further interest remaining due and payable even in the succeeding year - -
* Includes MAT credit of ₹ 1,637 lakhs which was utilized in earlier period.
(#) ₹ 100 Lakhs (31 March 2020: ₹ 90 Lakhs) transferred to the Investor Education and Protection Fund during the year. There has been no
delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Holding Company except for
₹ 0.37 Lakhs (31 March 2020: ₹ 0.37 Lakhs), wherein legal disputes with regards to ownership have remained unresolved.
Sale of products
Disaggregation of revenue
(iii) Value added real estate (VARE) - Sale of furniture 394 765
Impairment losses recognised on receivables or contract assets arising from an entity’s 4,784 2,310
contracts with customers
Significant changes in the contract liability balances during the year ended are as follows:
Performance obligations
The Group satisfies its performance obligations pertaining to the sale of products at point in time when the control of goods
is actually transferred to the customer. No significant judgment is involved in evaluating when a customer obtains control of
promised goods. The contract is a fixed price contract subject to refund due to shortages and discounts during the mode of
transportation and do not contain any financing component. The payment is generally due within 30-90 days.
The Group is obliged for refunds due to shortages and discounts. There are no other significant obligations attached in the
contract with customer.
Transaction price
There is no remaining performance obligation for any contract for which revenue has been recognised till period end. Further, the
Group has not applied the practical expedient as specified in para 121 of Ind AS 115 as the Group do not have any performance
obligations that has an original expected duration of one year or less or any revenue stream in which consideration from a
customer corresponds directly with the value to the customer of the entity’s performance completed to date.
Determining the timing of satisfaction of performance obligations
There is no significant judgements involved in ascertaining the timing of satisfaction of performance obligations, in evaluating
when a customer obtains control of promised goods, transaction price and allocation of it to the performance obligations.
Determining the transaction price and the amounts allocated to performance obligations
The transaction price ascertained for the only performance obligation of the Group (i.e. Sale of goods) is agreed in the contract
with the customer. There is no variable consideration involved in the transaction price except for refund due to shortages and
discounts which is adjusted with revenue.
Reconciliation of contract price with revenue recognised in statement of profit and loss:
Interest income from financial assets measured at amortized cost 922 1,048
Fair value loss on financial assets mandatorily measured at fair value through profit or loss (48) -
Net gain on sale of investments #
1,220 2,907
Gain on on disposal of property, plant and equipment* - 3,566
Unwinding of discount on security deposits 113 269
Foreign exchange fluctuation gain (net) 394 -
Other non-operating income 667 1,755
Total 3,267 9,545
#
Includes profit on sale of investment in an associate amounting to ₹ 795 Lakh (31 March 2020: ₹ 2,372 Lakh).
* Includes profit on sale of plot of industrial leasehold land at Dahej,Gujarat in the previous year as part of the strategy to divest non-core assets
amounting to ₹ 3,544 Lakh.
Opening balance
Finished goods 21,650 29,842
Stock-in-trade 7,739 13,564
Repairs to :
Miscellaneous expenses @
4,358 3,298
* net of reversal of MSEB electricity duty provision of NIL (31 March 2020 : 2,552 Lakhs)
#
net of reversal of provision of local body tax NIL (net of reversal of provision for penalty on entry tax 31 March 2020 : 949 Lakhs)
@
Miscellaneous expenses include ₹ 1,015 Lakhs of Provision for capital work in progress (31 March 2020 : ₹ 575 Lakhs)
Payment to auditors
As auditor:
Audit fee 68 59
In other capacities
Taxation matters 6 1
Re-imbursement of expenses 2 4
Total 96 81
* Payment to auditors for current year include payment to previous auditor of ₹ 16 Lakhs
Others 33 27
Total 166 67
Amount required to be spent as per Section 135 of the Act 129 289
Net profit after tax attributable to equity shareholders of parent (₹ in Lakhs) for basic EPS 40,031 8,726
Add: Adjustment for interest on Foreign currency convertible bonds post tax 1,073 -
Net profit after tax attributable to equity shareholders of parent (₹ in Lakhs) for diluted EPS 41,104 8,726
Weighted average number of equity shares for basic EPS 9,65,31,814 9,11,24,605
Weighted average number of equity shares for diluted EPS 10,48,56,532 9,11,24,605
Basic earnings per share of face value of ₹ 10 each (in ₹/share) 41.47 9.58
Diluted earnings per share of face value of ₹ 10 each (in ₹/share) 39.20 9.58
Financial assets
Equity instruments - - - - - - 69 69
Derivatives - - - - - -
Financial liabilities
Derivatives
There are no transfers between Level 1, Level 2 and Level 3 during the year ended 31 March 2021 and 31 March 2020.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.
(iii) Valuation technique to determine fair value
The following methods and assumptions were used to estimate the fair values of financial instruments:
a) The management assessed that fair value of cash and cash equivalents, trade receivables, trade payables, bank
overdrafts and other current financial assets and liabilities approximate their carrying amounts largely due to the short-
term maturities of these instruments.
b) The investments measured at fair value and falling under fair value hierarchy Level 3 are valued on basis of valuation
reports provided by external valuers with the exception of certain investments, where cost has been considered as an
appropriate estimate of fair value because of wide range of possible fair value measurements and cost represents the
best estimate of fair values within that ranges.
c) The fair values of investments in mutual fund units is based on the net asset value (NAV) as stated by the issuers of
these mutual fund units in the published statements as at Balance Sheet date, NAV represents the price at which the
issuers will issue further units of mutual fund and the price at which issuers will redeem such units from investor.
d) The Company enters into derivative financial instruments with various counterparties, principally banks. The fair value
of derivative financial instrument is based on observable market inputs including currency spot and forward rate,
yield curves, currency volatility, credit quality of counterparties, interest rate and forward rate curves of the underlying
instruments etc. and use of appropriate valuation models.
31 March 2021 Carrying Amount Payable within Between 1 and 5 More than 5 Total
1 year years years
31 March 2020 Carrying Amount Payable within Between 1 and 5 More than 5 Total
1 year years years
(ii) Sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for floating rate liabilities
assuming the amount of the liability outstanding at the year-end was outstanding for the whole year.
If interest rates had been 50 basis points higher / lower and all other variables were held constant, the Group’s profit before
tax for the year ended 31 March 2021 would decrease / increase by ₹ 1,108 Lakhs (for the year ended 31 March 2020:
decrease / increase by ₹ 626 Lakhs). This is mainly attributable to the Group’s exposure to interest rates on its variable rate
borrowings.
- safeguard its ability to continue as a going concern, so that its can continue to provide returns for its shareholders and
benefits for other stakeholders, and
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents and other bank balances) and divided by Total ‘equity’ (as
shown in the Balance Sheet)
(b) Dividends
Final dividend paid for the year ended 31 March 2020 of ₹ 3 per fully paid equity share 2,679 2,646
(31 March 2019 of ₹ 3 per fully paid equity share)
In addition to the above dividends, since year end the directors have recommended the 7,701 2,679
payment of a final dividend of ₹ 7.50 per fully paid equity share (31 March 2020 : ₹ 3). The
proposed dividend is subject to the approval of shareholders in the ensuring annual general
meeting.
After the reporting date, the following dividend (excluding dividend distribution tax) has been proposed by the Directors subject
to the approval at the Annual General Meeting; the dividends have not been recognised as a liability. The Finance Act, 2020 in
India has repealed Dividend Distribution Tax (DDT). The Companies are now required to pay/ distribute dividend after deducting
applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject
to withholding tax at applicable rates as per Finance Act, 2020.
E Entities over which relatives of key managerial personnel are able to (c) Non-executive Independent directors
exercise significant influence:
The above list includes the Companies with whom the Company has entered into the transactions during the year
A. Contingent liabilities
B. Capital Commitments
C. Other Commitments*
# includes ₹1,881 Lakhs (31 March 2020 : ₹1,881 Lakhs) which pertains to service tax liabilities. Subsequent to the year end, the Holding
Company has received a favourable order from CESTAT against which the department has not gone into appeal.
* During the year, the Holding company has received a letter of waiver from a supplier for offtake liability and consequently, the company now
has to complete its purchase obligation over a period of eight years.
2) Reduction of the consolidated borrowings of the Holding company by way of issuing an ICD to wholly owned 1,500
Subsidiary, STL, for repayment / prepayment of portion of their outstanding indebtedness
3) General Purpose (as mentioned in the Objects Clause of Letter of Offer dated 11th September 2020) 3,623
Total 17,623
Un-hedged Position
The Group has chosen to not designate the foreign exchange forward contracts and options contracts as hedges under IND AS
109 since these contracts do not meet the Hedge accounting requirements.
Unhedged Foreign Currency exposure is as under:
Type of Hedge and risk Gross Notional Carrying amount of Maturity date Hedge Weighted average
amounts of Hedging Hedging instrument ratio strike price
instrument
Cash flow Hedge- Commodity price
risk Units Quantity Asset Liabilities
Propane MT 3000 315 - July 31, 2021 1:4.4 USD 399 USD 351.6
Butane MT 4500 408 - July 31, 2021 1:4.4 USD 398 USD 352.6
Type of Hedge Changes in the Hedge ineffectiveness Amount Line item affected in
value of hedging recognised in profit or loss recognised statement of profit
instrument from Cash Flow and loss because of
recognised in OCI hedging reserve reclassification
to profit or loss
Cash Flow Hedge
Cost of material
Commodity rate risk 1,193 - 698
consumed
Current Tax
Deferred Tax
At India's statutory income tax rate of 25.17% (31 March 2020: 25.17%) (A) 14,808 2,599
Effect of adopting new tax rates from Taxation Laws (Amendment) Act (refer note below) - (520)
Long term capital profit not subjected to income tax (131) (1,157)
Impact on current and deferred tax of earlier years (Refer Note 47) 1,259 -
Income Tax expense reported in the statement of profit or loss (A+B) 18,188 1,407
During the year 2019-20, the Group except Smartchem Technologies Limited (wholly owned subsidiary) decided to exercise the
option permitted under Section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Act,
2019 from the previous financial year, and the Holding company had reversed deferred tax liabilities amounting to ` 520 Lakhs.
Accordingly, the provision for income tax and deferred tax balances have been recorded/ remeasured using the new tax rate in
2019-20 and 2020-21.
Note 47:
Pursuant to the provisions of Section 132 and 133A of the Income-tax Act, 1961, a Search Operation was conducted by the
Income Tax Department during the period from 15 November 2018 to 21 November 2018.
(a) Block assessment of the Holding company is in progress, assessment orders are awaited. Management is of the view that
this will not have any significant impact on the Holding company’s financial position and performance as at and for the year
ended 31 March 2021 and hence no provision has been recognized as at 31 March 2021.
(b) Material subsidiary company, M/s Smartchem Technologies Limited (STL) filed the application with the Income Tax
Settlement Commission (ITSC) for the earlier years to conclude the final assessment and to avoid protracted and expensive
litigation for these years. The applicable tax and interest paid has been provided for in the financial statements
Segment information
1. Primary segment reporting (by business segments)
Composition of business segment
Claims by GAIL were divided into two parts by STL while challenging arbitration. Claim under Gas Sales and Transportation
Agreement of 2006 is non-arbitrable. Similarly, the claim for the period from 2011 to 2013; are barred by limitation. Accepting
STL’s stand, the Arbitration Tribunal has rejected the claims of GAIL vide orders dated 05.09.2017 and 13.12.2017. Thereafter
GAIL filed Arb Appeal (COMM) No. 3/2018 challenging the order dated 05.09.2017 and OMP (COMM) No. 31/2018 before
Hon’ble Delhi High Court, which dismissed both the appeals vide its order dated 20.12.2018 and upheld the order of Arbitrator.
Note 50:
Entry tax liabilities have been classified as provisions (refer Note 24) during previous year.
The management based on legal advise is confident that the demand of Entry Tax to the extent of 9.5% of the purchase price of
the Natural Gas is revenue neutral since full set-off is available under the MVAT Act. The Holding company, therefore, had made
a provision only of 3% of the demand amount including interest. The penalty on the same had been disclosed under contingent
liabilities.
Note 51:
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on
which the Code will come into effect has not been notified. The Group will assess the impact of the Code when it comes into
effect and will record any related impact in the period the Code becomes effective.
Note 52: Additional information pursuant to Schedule III of the Companies Act, 2013
Statement of Net Assets and Profit or Loss Attributable to Owners and Non-controlling Interests
F.Y: 2020-21
Name of Entities Net Assets Share in profit or loss Other comprehensive Total comprehensive
income (OCI) income
As % of Amount As % of Amount As % of Amount As % of Amount
consoli- consolidated consoli- consolidated
dated net P&L dated OCI Total com-
assets prehensive
Income
Parent
Deepak Fertilisers And 72% 2,01,094 51% 20,899 (11%) (67) 51% 20,832
Petrochemicals Corporation
Limited
Subsidiaries
Indian
Smartchem Technologies 101% 2,83,988 7% 20,041 (35%) (212) 48% 19,829
Limited
Deepak Mining Services Private 0% (49) 0% (29) 0% - 0% (29)
Limited
SCM Fertichem Limited 0% (88) 0% (65) 0% - 0% (65)
Ishanya Brand Services Limited 0% 253 0% (111) 0% - 0% (111)
Performance Chemiserve 25% 69,979 0% 268 0% - 1% 268
Limited
Mahadhan Farm Technologies 0% 5 0% 118 0% - 0% 118
Private Limited
Foreign
Deepak Nitrochem Pty Limited 0% 26 0% - 0% - 0% -
Platinum Blasting Services Pty 2% 6,238 0% 1,077 95% 573 4% 1,650
Limited
129% 3,60,352 8% 21,299 60% 361 53% 21,660
F.Y: 2019-20
Name of Entities Net Assets Share in profit or loss Other comprehensive Total comprehensive
income (OCI) income
As % of Amount As % of Amount As % of Amount As % of Amount
consoli- consolidated consoli- consolidated
dated net P&L dated OCI Total com-
assets prehensive
Income
Parent
Deepak Fertilisers And 74% 1,63,814 35% 3,071 45% (439) 33% 2,632
Petrochemicals Corporation
Limited
Subsidiaries
Indian
Smartchem Technologies 118% 2,63,259 11% 938 36% (348) 7% 590
Limited
Deepak Mining Services Private 0% (20) 0% (5) 0% - 0% (5)
Limited
SCM Fertichem Limited 0% (22) 0% (2) 0% - 0% (2)
Ishanya Brand Services Limited 0% (36) 0% (34) 0% - 0% (34)
Performance Chemiserve 20% 44,972 4% 317 0% - 4% 317
Limited
Mahadhan Farm Technologies 0% (113) 1% 45 0% - 1% 45
Private Limited
Foreign
Deepak Nitrochem Pty Limited 0% 22 0% (1) 0% - 0% (1)
Platinum Blasting Services Pty 2% 4,062 3% 247 13% (124) 2% 123
Limited
140% 3,12,124 17% 1,505 48% (472) 13% 1,033
Non-controlling interests in all 2% 4,313 2% 175 7% (67) 1% 108
subsidiaries
Adjustment arising out of (116%) (2,57,860) 47% 4,150 0% - 52% 4,150
Consolidation
Total after elimination on 100% 2,22,391 100% 8,901 100% (978) 100% 7,923
account of consolidation
Particulars of subsidiaries and joint operation which have been considered in the preparation of the Consolidated Financial
Statements:
The company has not consolidated its associate, Ishanya Realty Corporation Limited in which it holds 49.99% (` 5 lakhs) as it has not started
its operations yet and does not have any material impact on the consolidated financial statements.
As per our report of even date attached For and on behalf of Board of Directors of Deepak Fertilisers And
Petrochemicals Corporation Limited
C. K. Mehta
Chairman Emeritus
BOARD OF DIRECTORS
MANAGEMENT TEAM
S. C. Mehta AUDITORS
Amitabh Bhargava
Chairman & Managing Director P G BHAGWAT LLP
President – Finance & CFO
Chartered Accountants
Parul S. Mehta Arun Vijayakumar
Non-Executive Woman Director President – Projects SECRETARIAL AUDITOR
M. P. Shinde Debasish Banerjee SVD & Associates
Non-Executive President – Strategic Projects
Non-Independent Director D. S. Ravindra Raju COST AUDITOR
President – Manufacturing Y R Doshi & Company
Partha Bhattacharyya
Mahesh Girdhar (FY 2020-21)
Independent Director
President – Crop Nutrition Business Harshad Deshpande & Associates
Pranay Vakil Naresh Kumar Pinisetti (FY 2021-22)
Independent Director President – Corporate Governance
(Upto 21st September, 2020) INTERNAL AUDITOR
Pandurang Landge
Ernst & Young LLP
Berjis Desai President – Commercials & Strategic
Independent Director Growth
REGISTERED AND
Rajiv Rao
Ashok Kumar Purwaha CORPORATE OFFICE
President – Industrial Chemicals
Independent Director Sai Hira, Survey No. 93,
Romy Sahay
Mundhwa, Pune - 411 036,
Alok Perti President – Human Resource Maharashtra.
Independent Director
Shyam Sharma CIN: L24121MH1979PLC021360
Dr. Amit Biswas President – Strategy & Transformation E-mail: investorgrievance@dfpcl.com
Independent Director Tarun Sinha Website: www.dfpcl.com
Phone: +91 20 6645 8000
President – Technical Ammonium
Bhuwan Tripathi
Nitrate
Independent Director PLANTS:
Renu Challu BANKERS Plot K1, K7-K8,
MIDC Industrial Area,
Woman Independent Director State Bank of India Taloja, A.V. – 410 208,
(Upto 31st October, 2020) Bank of Baroda District Raigad,
Sujal Shah HDFC Bank Limited Maharashtra.
Independent Director IDFC First Bank Limited
(w.e.f. 30th June, 2020) Axis Bank Limited Village Ponnada,
Kotak Mahindra Bank Limited Etcherla Mandalam,
Varsha Purandare IDBI Bank Limited Srikakulam – 532 408,
Independent Woman Director Export Import Bank of India Andhra Pradesh.
(w.e.f. 31st January, 2021) IndusInd Bank
Plot No. 47,
HSIIDC Industrial Estate,
LEGAL ADVISORS Refinery Road,
COMPANY SECRETARY AND
COMPLIANCE OFFICER Crawford Bayley & Co. Panipat – 132 140,
Agarwal Law Associates Haryana.
Ritesh Chaudhry
Zeus Law Associates
Vice President & Head - Legal & Plot No. D - II / 7A,
Hariani & Co.
Secretarial Dahej GIDC Industrial Estate,
Samvad Partners
(w.e.f. 3rd February, 2021) Village Rahiyad, Taluka Vagra
Argus Partners
District Bharuch – 392 130,
Link Legal Gujarat.
Mining Chemicals
Crop Nutrition
Industrial Chemicals