214e40a3-0d31-48b4-9038-a985e57c9e9c
214e40a3-0d31-48b4-9038-a985e57c9e9c
214e40a3-0d31-48b4-9038-a985e57c9e9c
NO.SEC/AR/2024
31't August,2024
The Corporate Relationsh ip Department
The M anager, L sti ng De,partrTlen
BSE Limited
N ati o na Stock Exchan ge of ndia L td
lst Floor, New Trading Ring
Exchange Plaza' CI B ock G
Rotunda Bldg., p.J.Towers, Dalal Street
Bandra-Kurla Complex
Fom, MUMBAI - 400 00t
Bandra (East), MUMBAI - 400 05 t
Thanking you,
Yours faithfully,
For Gujarat State Fertilizers & Chemicals Limited
Digitally signed by Nidhi Pillai
Nidhi Pillai
DN: c=IN, o=Personal, postalCode=431005, l=Aurangabad, st=Maharashtra,
street=D-402 Ulka nagri, Garkheda, Aurangabad, Aurangabad Maharashtra India-
431005- Near Sant Eknath Hospital, title=2478,
2.5.4.20=24d687c6f2468f7f7374c11de411b2244565f28b62e141c1302c8a862ae7f0d
6,
serialNumber=63f90854491d7703e944f18952481d557dab34868885430561e699f88
2871e40, [email protected], cn=Nidhi Pillai
Date: 2024.08.31 18:37:16 +05'30'
Nidhi Pillai
Company Secretary &
Vice President (Legal)
Membership No.: AlSl42
E-mail :nid i.pillai estbltd. COITI
Encl: As above
NOTICE is hereby given that the Sixty Second Annual General Meeting of the Members of the Gujarat State Fertilizers
& Chemicals Limited will be held at 1500 hours Indian Standard Time (IST) on Tuesday, 24 th September, 2024
through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") to transact the following business:
Ordinary Business
1. To receive, consider and adopt the:
a) Audited standalone financial statements of the Company for the financial year ended 31 st March, 2024,
together with the reports of the Board of Directors and Auditors thereon; and
b) Audited consolidated financial statements of the Company for the financial year ended 31 st March, 2024
together with report of the Auditors thereon.
2. To declare dividend on equity shares.
3. Appointment of M/s Parikh Mehta & Company, Chartered Accountants, Vadodara (Firm Registration Number
112832W) as Statutory Auditors of the Company and to fix their remuneration
To appoint M/s Parikh Mehta & Company, Chartered Accountants as Statutory Auditors of the Company for a
second term of one year commencing from the conclusion of 62 nd Annual General Meeting and concluding on
63 rd Annual General Meeting on such remuneration as may be mutually agreed by and between the Board of
Directors of the Company and Auditors of the Company; and in this regard to consider and if thought fit, to pass,
the following Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any,
of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory
modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and pursuant to
the recommendations of the Finance-cum-Audit Committee and the Board of Directors of the Company, M/s
Parikh Mehta & Company, Chartered Accountants, Vadodara (Firm Registration Number 112832W) be and are
hereby re-appointed as the Statutory Auditors of the Company to hold office for a second term of 1 (one) year
from conclusion of the 62nd Annual General Meeting until the conclusion of the 63 rd Annual General Meeting of
the Company, to be held for the financial year 2024-25, at such remuneration as may be decided by the Board
of Directors (or any Committee thereof) in consultation with the Statutory Auditors.
RESOLVED FURTHER THAT the Chief Financial Officer and the Company Secretary of the Company, be and
are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary and expedient
to give effect to this resolution."
Special Business
4. Appointment of Shri S.J. Haider, IAS (DIN: 02879522) as Director of the Company.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:
"RESOLVED THAT pursuant to Article 148 of the Articles of Association and the provisions of Section 161(1) of
the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014,
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Shri S J Haider,
IAS (DIN: 02879522) who was appointed as an Additional Director by the Board of Directors of the Company
w.e.f. 13th August, 2024, as recommended by the Nomination and Remuneration Committee and who holds
office up to the conclusion of Sixty Second Annual General Meeting of the Company and in respect of whom the
Company has received a notice in writing from a Member pursuant to Section 160 of the Companies Act, 2013
proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company,
liable to retire by rotation."
Sd/-
Nidhi Pillai
Company Secretary &
Place: Vadodara Vice President (Legal)
Date: 28.08.2024 Membership No. A15142
EXPLANATORY STATEMENT
PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 03
M/s Parikh Mehta & Associates, Chartered Accountants, Vadodara (Firm Registration Number 112832W) were
appointed as statutory auditors of the Company, in the 60 th Annual General Meeting ("AGM") held on 27th September,
2022, for a term of three consecutive years, to hold office from the conclusion of 60 th AGM until the conclusion of the
62 nd AGM of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("Act") read with the
Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint an audit firm
as statutory auditors for not more than 2 (two) terms of up to 5 (five) consecutive years each. The first term of the
present Statutory Auditors is expiring on the conclusion of ensuing AGM i.e. 62 nd AGM of the Company.
Based on the recommendation of the Finance-cum-Audit Committee, the Board of Directors at its meeting held on 21st
May, 2024, approved the reappointment of M/s Parikh Mehta & Associates as the Statutory Auditors of the Company
to hold office for a second term of one year from the conclusion of 62 nd Annual General Meeting until the conclusion
of the 63rd Annual General Meeting of the Company to be held for the financial year 2024-25.
M/s Parikh Mehta & Associates, Chartered Accountants have given their consent for the re-appointment. The Company
has received a letter from M/s Parikh Mehta & Associates, Chartered Accountants, Vadodara (Firm Registration
Number 112832W) wherein they have confirmed that their re-appointment if made, would be in accordance with the
conditions prescribed under section 139 (2) of the Companies Act, 2013 and they are not disqualified for such
reappointment within the meaning of Section 141 of the said Act.
Details as required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
The fee proposed to be paid to M/s Parikh Mehta & Associates, Chartered Accountants towards statutory audit
for the FY 2024-25 shall be Rs. 10.50 Lakhs plus applicable taxes and Out of Pocket Expenses, with the authority
to the Board to make revisions as it may deem fit, based on the recommendation of the Finance-cum-Audit
Committee of the Company.
the Finance-cum-Audit Committee and the Board of Directors, while recommending the appointment of M/s
Parikh Mehta & Associates, Chartered Accountants as Statutory Auditors of the Company have taken into
consideration, among other things, evaluation of the past performance, experience and expertise of the firm and
its partners and eligibility criteria prescribed in the Companies Act, 2013.
None of the Directors, Key Managerial Personnel or any of their respective relatives are, in any way, concerned or
interested, whether financially or otherwise, in this resolution.
The Board of Directors recommend the ordinary resolution as set out at item no.3 of the Notice for approval of the
Members.
ITEM NO. 04
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company
through resolution passed by circulation on 17th August, 2024 has appointed Shri S J Haider, IAS (DIN: 02879522) as
an Additional Director on the Board of the Company in the category of Non-Executive and Non-Independent Director,
liable to retire by rotation. His appointment is with effect from 13 th August, 2024 and he holds office as an Additional
Director till the conclusion of ensuing 62 nd Annual General Meeting (AGM) of the Company.
Further, pursuant to the provisions of Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company is required to obtain approval of shareholders for the
appointment of a Director on the Board at the next general meeting or within a time period of 3 (three) months from the
date of appointment, whichever is earlier.
ITEM NO. 05
Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 ("Audit
Rules") provides for:
appointment of a Cost Accountant in practice, to conduct audit of cost records of a company, by the board of
directors on the recommendation of audit committee; and
The Board, on recommendation of the Finance-cum-Audit Committee, has approved the appointment of and
remuneration payable to M/s Dhananjay V Joshi & Associates, (Firm Registration No. 000030), Cost Accountant,
Pune, as cost auditor of the Company for the financial year 2024-25. The remuneration fixed for conducting the audit
of the cost records of the Company for the financial year ending on 31 st March, 2025 is to ` 4,40,000/- per annum plus
applicable taxes (for Cost Audit and Special Cost audit under NBS scheme), certificate fees of ` 5,000/- per certificate
plus applicable taxes and out of pocket expenses actually incurred by them during the course of Audit subject to upper
cap of ` 40,000/- (excluding Taxes) per annum.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the cost auditors as recommended by the Audit Committee and approved
by the Board of Directors, has to be ratified by the members of the Company.
Accordingly, the Members are requested to consider and ratify the remuneration payable to M/s Dhananjay V Joshi &
Associates for the financial year ending 31 st March, 2025, as set out at item no. 5 of the Notice.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or
interested, financially or otherwise, in the resolution set out at Item No.5 of the Notice.
Sd/-
Nidhi Pillai
Company Secretary &
Place: Vadodara Vice President (Legal)
Date: 28.08.2024 Membership No. A15142
Annexure – I
DETAILS OF DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT BY THE SHAREHOLDERS OF THE
COMPANY AT THE ENSUING ANNUAL GENERAL MEETING PURSUANT OF REGULATION 26(4) AND 36(3) OF
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND APPLICABLE
SECRETARIAL STANDARD - 2
Names of other Companies Gujarat Narmada Valley Fertilizers & Chemicals Limited (“GNFC”)
in which Directorship is held Gujarat Gas Limited
Gujarat State Petroleum Corporation Ltd.
Gujarat Urja Vikas Nigam Ltd.
Gujarat State Electricity Corporation Ltd.
Gujarat Energy Transmission Corporation Ltd.
Torrent Power Ltd.
Gujarat Power Corporation Ltd.
Names of the Committees Nomination & Remuneration Committee – Member
of the Board of Companies
in which Membership/
Chairmanship is held at
GSFC Limited
Notes:
1. Explanatory Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013 ("Act")
and applicable Secretarial Standards, in respect of item nos. 3 to 5, including those relating to special business
to be transacted at the 62nd Annual General Meeting ("AGM" / "Meeting"), is annexed to the Notice. The Board
of Directors have considered that the special business under item no. 4 & 5 are unavoidable and should be
transacted at the AGM of the Company.
2. The Ministry of Corporate Affairs (MCA) has vide its General Circular no. 09/2023 dated 25th September, 2023
regarding "Clarification on holding of Annual General Meeting (AGM) through Video Conferencing (VC) or Other
Audio Visual Means (OAVM)" along with other relevant General Circulars issued by the Ministry of Corporate
Affairs ('MCA') (hereinafter referred to as 'MCA Circulars') from time to time permitted the Companies whose
AGMs are due in the year 2024, to conduct their AGMs up to 30 th September, 2024 through VC/OAVM, without
the physical presence of the members at a common venue and also provided relaxation from dispatching of
physical copies of Notice of AGM and Financial Statements for the year 2024. Considering the above MCA
Circulars, Securities and Exchange Board of India (SEBI) vide its circular no. SEBI/ HO/CFD/CFD-PoD-2/P/CIR/
2023/167 dated 07th October, 2023 in respect of "Relaxation from compliance with certain provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015" ('SEBI Circular') provided relaxation up
to 30th September, 2024 relating to the requirements specified in Regulation 36(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') which requires sending hard copy
of the Annual Report containing salient features of all the documents prescribed in Section 136 of the Companies
Act, 2013 ('Act') to the Shareholders who have not registered their email addresses.
In compliance with these MCA and SEBI Circulars, applicable provisions of the Act (including any statutory
modifications or re-enactments thereof for the time being in force) read with Rule 20 of the Companies
(Management and Administration) Rules, 2014, as amended and pursuant to Regulation 44 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the 62 nd AGM of the
Company is being held through VC / OAVM. Central Depository Services (India) Limited ('CDSL') will be providing
a facility for remote e-voting, participation in the AGM through VC / OAVM and e-voting during the AGM. Deemed
venue for the 62 nd AGM shall be the Registered Office of the Company at GSFC Corporate Office, P.O.
Fertilizernagar, Vadodara - 391750, Gujarat.
3. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead
of himself / herself and the proxy need not be a Member. However, since, this AGM is being conducted
through VC/ OAVM, physical attendance of Members is not required and has been dispensed with.
Accordingly, facility for appointment of proxies by the Members will not be available for this AGM and
hence the Proxy Form and Attendance Slip are not annexed to this Notice. Members can attend the
meeting through login credentials provided to them to virtually connect for the AGM.
4. Corporate/Institutional Members are entitled to appoint authorised representatives to attend the AGM through
VC/ OAVM on their behalf and cast their votes through remote e-voting or at the AGM. Corporate/Institutional
Members intending to authorise their representatives to participate and vote at the Meeting are requested to
send a certified copy of the Board resolution/authorisation letter to the Scrutiniser at e-mail ID
[email protected] with a copy marked to [email protected] and to the Company at
[email protected], authorising its representative(s) to attend through VC/OAVM and vote on their behalf at
the Meeting, pursuant to section 113 of the Act.
5. In compliance with the MCA Circulars and SEBI Circular as mentioned above, the Notice of 62 nd AGM along with
Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company / Depository Participants. Members may note that the Notice along with Annual
Report 2023-24 has been uploaded on the website of the Company at www.gsfclimited.com and on the websites
of the Stock Exchanges at www.bseindia.com and www.nseindia.com and on the website of CDSL at
www.evotingindia.com.
6. Members attending AGM through VC/OAVM shall be counted for the purpose of reckoning quorum under Section
103 of the Act.
7. Pursuant to the provisions of Section 91 of the Act, the Register of Members and the Share Transfer Books of
the Company shall remain closed from Tuesday, 10 th September, 2024 to Tuesday, the 24 th September, 2024
(both days inclusive). for determining the members entitled for dividend.
8. The Board of Directors of the Company, at its meeting held on 21 st May, 2024, has recommended a dividend of
INR 4.00 per equity share of Rs. 2 each (200%) fully paid up, for the financial year 2023-24. The Company has
fixed Monday, 9th September, 2024 as the "Record Date" for determining entitlement of Members to receive
dividend for the FY 2023-24. Dividend, if declared, at the AGM, will be credited / dispatched on or after 30th
September, 2024 to those Members or their mandates whose names appear as Members (holding shares in
physical form) in the Register of Members of the Company, or as beneficial owners (holding shares in electronic
form), as per the beneficial ownership data to be furnished by the depositories viz. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (NSDL and CDSL shall hereinafter be
collectively referred to as "Depositories") as of the close of business hours on the Record Date.
9. In terms of Schedule I of the SEBI Listing Regulations, listed companies are required to use the Reserve Bank
of India's approved electronic mode of payment such as Electronic Clearance Service ("ECS"), Local ECS /
Regional ECS / National ECS, National Electronic Fund Transfer / NACH, for making payment of dividend to its
Members.
10. Accordingly, Members holding shares in electronic form may note that their bank details as may be furnished to
the Company by respective Depositories will only be considered for remittance of dividend through NECS/ECS
or through Dividend Warrants. Beneficial Owners holding Shares in demat form are requested to update their
bank account details with respective Depository Participants (DP) to avoid any rejections and also give instructions
regarding change of address, if any, to their DPs.
11. Link Intime India Pvt. Ltd. is the Registrar and Share Transfer Agent (RTA) of the Company. Members are
requested to send all future correspondence to Link Intime India Private Limited, at "Geetakunj" 1, Bhakti Nagar
Society, Behind ABS Tower, Old Padra Road, Vadodara 390015, Gujarat. Members holding shares in physical
mode are requested to notify immediately any change in their addresses, the Bank mandate or Bank details
along with photocopy of the cancelled cheque or bank passbook/statement attested by the bank to the RTA and
/ or respective DP.
12. Shareholders of the Company holding shares in physical mode are requested to register their E-mail address
with the RTA at https://web.linkintime.co.in/EmailReg/Email_Register.html by entering the details of Folio No.,
Certificate No., Shareholder Name, PAN, Mobile No. and E-mail address with OTP Verification or Members may
send such details through E-mail at [email protected]. While uploading/ sending the said details, self-
certified copy of PAN and copy of Aadhar Card or valid Passport are required to be attached for verification
purpose. Members holding shares in dematerialised form can also register their e-mail address, PAN, Mobile
Number etc. with their DP or with the RTA of the Company on the aforesaid link.
13. The Company has fixed Monday, 9th September, 2024 as the "Record Date" for determining entitlement of
Member to receive dividend for the FY 2023-2024, if approved at the AGM. Those Members whose names are
recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as
on the Record Date shall be entitled for the dividend which will be paid on or after Monday, 30 th September 2024,
subject to applicable TDS. The Register of Members and Share Transfer Books of the Company shall remain
closed from Tuesday, 10th September, 2024 to Tuesday, the 24 th September, 2024 (both days inclusive).
14. ELECTRONIC CREDIT OF DIVIDEND: SEBI has made it mandatory for all companies to use the bank account
details furnished by the Depositories and the bank account details maintained by the Registrar and Transfer
Agent for payment of dividend to Members electronically. The Company has extended the facility of electronic
credit of dividend directly to the respective bank accounts of the Member(s) through the National Electronic
Clearing Service (NECS)/ National Electronic Fund Transfer (NEFT)/Real Time Gross Settlement (RTGS)/Direct
Credit, etc. Further, the Shareholders holding shares in physical form may kindly note that SEBI, vide its various
circulars has mandated that dividend shall be paid only through electronic mode with effect from 1 st April, 2024.
Hence, the Shareholders are requested to update their details with Company / RTA.
15. Members holding shares in electronic form may note that their bank details as may be furnished to the Company
by respective Depositories will only be considered for remittance of dividend through NECS/ECS or through
Dividend Warrants. Beneficial Owners holding Shares in demat form are requested to get in touch with their
Depository Participants (DP) to update / correct their NECS/ ECS details - Bank Code (9 digits) and Bank
Account No. (11 to 16 digits) to avoid any rejections and also give instructions regarding change of address, if
any, to their DPs. It is requested to attach a photocopy of a cancelled cheque with your instructions to your DP.
16. In addition to the updating of E-mail address of the shareholders of the Company, those shareholders who hold
shares in physical mode may also register / update their Bank Account details at the aforesaid link or can send
an E-mail, mentioning the Folio No. to the RTA of the Company by attaching copy of their cancelled cheque or
bank passbook/ statement attested by the bank.
17. Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the amount of
dividend unclaimed dividend up to FY 2015-16 have been transferred from time to time on respective due dates
to Investor Education and Protection Fund (IEPF). Details of unpaid/unclaimed dividend lying with the Company
as on 31st March, 2023 is available on the website of the Company at www.gsfclimited.com.
18. Attention of the Members is drawn to the provisions of Section 124 (6) of the Act read with the Investors Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, which requires
a Company to transfer all Shares in respect of which dividend has not been paid or claimed for seven (07)
consecutive years or more to IEPF Authority. In compliance with the aforesaid provision of the Act the Company
has transferred the underlying shares in respect of which dividends remained unclaimed for a consecutive
period of seven years.
19. The Members who have not encashed dividend warrant(s) for the years 2016-17, 2017-18, 2018-19, 2019-20,
2020-21, 2021-22, and 2022-23 are requested to claim payment immediately by writing to the Company's R&T
Agent, Link Intime India Pvt. Ltd. at the address given above. After seven years, unclaimed dividend shall be
transferred to the Investor Education and Protection Fund. Pursuant to provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the details of
unclaimed dividend amount lying with the Company as on 31 st March, 2023 has been uploaded on the Company's
website (www.gsfclimited.com) and also filed with the Ministry of Corporate Affairs.
20. Any person, whose unclaimed dividend or shares have been transferred to the IEPF Authority may claim back
the same by making an application in Form IEPF 5 to the IEPF Authority, which is available on Website of IEPF
Authority at www.iepf.gov.in.
21. Pursuant to the provisions of Section 72 of the Act, Shareholders are entitled to make nomination in respect of
the shares held by them in physical form. Shareholders desirous of making nominations are requested to send
their requests in Form SH-13 to the R&T Agent, Link Intime India Pvt. Ltd. at the address given above.
22. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities
market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository
Participants with whom they are maintaining their demat accounts. Members holding shares in physical form
should submit their PAN to the Company/ R&T Agent.
23. Members may note that in terms of the provisions of the Income-tax Act, 1961, ("the Act"), dividend paid or
distributed by a Company on or after 1st April 2020 is taxable in the hands of the shareholders. Therefore, the
Company shall be required to deduct tax at source (withheld tax) at the time of payment of dividend. The tax
rates would vary depending on the residential status of the shareholder and the exemptions as enumerated in
the Act subject to fulfilling the documents requirements as provided herein below:
For resident shareholders
Tax will be deducted at source ("TDS") under Section 194 of the Income Tax Act ("the Act")@ 10% on the
amount of dividend payable unless exempt under any of the provisions of the Act. However, in case of individuals,
TDS would not apply if the aggregate of total dividend distributed to them by the Company during financial year
does not exceed INR 5,000.
Tax at source will not be deducted in cases where a shareholder provides Form 15G (applicable to Resident
individual) / Form 15H (applicable to an individual above the age of 60 years) complete in all respect, provided
that the eligibility conditions are being met. Blank Form 15G and 15H can be downloaded from the link given at
the end of this communication. Please note that all fields mentioned in the Form are mandatory and Company
may reject the forms submitted, if it does not fulfil the requirement of law.
Kindly note that valid Permanent Account Number ("PAN") will be mandatorily required. Shareholders who do
not have PAN or whose PAN is inoperative due to not linked with Aadhar, TDS would be deducted at higher
rates u/s 206AA of the Act.
Further, tax would also be deducted at higher rate under Section 206AB of the Act, if shareholder falls under the
definition of "Specified person" as defined in the said section.
NIL/lower tax shall be deducted on the dividend payable to following resident shareholders on submission of
self-declaration complete in all respect (as per format attached) as listed below:
i. Insurance companies: Declaration (refer format) by shareholder qualifying as Insurer submit certificate of Insurance
Companies registered under IRDA along with self-attested copy of PAN card;
ii. Mutual Funds: Declaration (refer format) by Mutual Fund shareholder eligible for exemption u/s 10(23D) of the
Income- tax Act, 1961 along with registration certificate substantiating applicability of section 196 of the IT Act
,self-attested copies of registration documents and PAN card;
iii. Alternative Investment Fund (AIF) established in India: Declaration (refer format) that the shareholder is eligible
for exemption under section 10(23FBA) of the Act and they are covered by Notification No. 51/2015 dated 25th
June 2015 and established as Category I or Category II AIF under the SEBI regulations along with registration
certificate issued by SEBI. Copy of self-attested registration documents and PAN card should be provided.
iv. New Pension System Trust: Declaration (refer format) along with self-attested copy of documentary evidence
(e.g. relevant copy of registration, notification, order, etc. that the Trust is established in India and are the
beneficial owner of the share/shares held in the Bank and income is exempt under Section 10(44) of the Act and
being regulated by the provisions of the Indian Trusts Act, 1882 along with self-attested copy of the PAN card.
v. Other shareholders - Declaration (refer format) along with self-attested copy of documentary evidence supporting
the exemption and self-attested copy of PAN card.
vi. Shareholders who have provided a valid certificate issued Under Section 197 of the Act for lower / nil rate of
deduction or an exemption certificate issued by the income tax authorities along with Declaration (refer format).
Please note that pursuant to the SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th
May, 2024, it is mandatory to furnish PAN, KYC Details i.e. mobile number, bank account details and nomination
in respect of physical Folios. However, providing email is optional. Kindly ensure these details are updated with
Registrar to avail uninterrupted service request and Dividend credit in Bank Account as no dividend will be paid
to physical shareholders by way of issuance of physical warrant with effect from 1st April, 2024, subject to
amendments from time to time.
For NON-RESIDENT shareholders (including Foreign Institutional Investors and Foreign Portfolio Investors)
Tax is required to be withheld in accordance with the provisions of Section 195 and section 196D of the Act at
applicable rates in force. As per the relevant provisions of the Act, the tax shall be withheld @ 20% (plus
applicable surcharge and cess) on the amount of dividend payable. In case non-resident shareholders provide
a certificate issued under Section 197/195 of the Act, for lower / NIL withholding taxes, rate specified in the said
certificate shall be considered, on submission of self-attested copy of the same. However, as per Section 90 of
the Act, a non-resident shareholder has the option to be governed by the provisions of the Double Tax Avoidance
Agreement ("DTAA") between India and the country of tax residence of the shareholder, if they are more beneficial
to the shareholder. For this purpose, i.e. to avail the tax treaty benefits, the non-resident shareholder will have to
provide the following:
i. Self-attested copy of PAN card, if any, allotted by the Indian income tax authorities; In case PAN is not available,
the non-resident shareholder shall furnish (a) name, (b) e-mail ID, (c) contact number, (d) address in residency
country, (e) Tax Identification Number of the residency country (link of format attached);
ii. Self-attested copy of valid Tax Residency Certificate ("TRC") obtained for the current year from the tax authorities
of the country of which the shareholder is resident;
iii. Electronically generated Form 10F from the Income Tax portal;
iv. Self-declaration (refer format) by the non-resident shareholder of meeting treaty eligibility requirement and
satisfying beneficial ownership requirement (Non-resident having PE in India would need to comply with provisions
of section 206AB of the IT Act).
v. In case of Foreign Institutional Investors and Foreign Portfolio Investors, self-attested copy of SEBI registration
certificate.
vi. In case of shareholder being tax resident of Singapore, please furnish the letter issued by the competent authority
or any other evidences demonstrating the non-applicability of Article 24 - Limitation of Relief under India-Singapore
Double Taxation Avoidance Agreement (DTAA).
The self-declarations referred to in point nos. (iii) to (iv) can be downloaded from the link given at the end of this
communication.
Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company,
of the documents submitted by non- resident shareholders and meeting requirement of Act read with applicable
tax treaty. In absence of the same, the Company will not be obligated to apply the beneficial DTAA rates at the
time of tax deduction on dividend amounts. Form 10F in digital format is mandatory for non-resident shareholders
having PAN in India or who are required to obtain PAN in India. Form 10F in any other format will not be
considered for treaty benefit.
Higher rate of TDS
In case, individual shareholders who do not have PAN/Invalid PAN/PAN not linked with Aadhar / not registered
their valid PAN details in their account, TDS at the rate of 20% shall be deducted under Section 206AA of the
Act.
Where a shareholder is a "specified person" as per Section 206AB, TDS at the rate of 20% shall be deducted.
The Company will use the mechanism prescribed by Income tax department to verify if a shareholder is a
'specified person' under section 206AB of the Income Tax Act and basis the result provided, the Company will
apply higher rates under section 206AB of the Income Tax Act on those shareholders who are covered as
'specified person' under section 206AB of the IT Act.
To enable us to determine the appropriate TDS / withholding tax rate applicable, we request you to provide the
above details and documents not later than Record Date 6th September, 2024.
To summarize, dividend will be paid after deducting the tax at source as under:
i. NIL for resident (individual) shareholders receiving dividend up to INR 5000 or in case Form 15G / Form 15H (as
applicable) along with self-attested copy of the PAN card linked to Aadhar is submitted.
ii. 10% for other resident shareholders in case copy of PAN card is provided/available.
iii. NIL / lower withholding tax rate for resident shareholders on submission of self-attested copy of the certificate
issued under section 197 of the Act.
iv. 20% for resident shareholders if copy of PAN card is not provided / not available / non-filers / non-operative PAN
of return of income.
v. Tax will be assessed on the basis of documents submitted by the non-resident shareholders.
vi. 20% plus applicable surcharge and cess for non-resident shareholders in case the relevant documents are not
submitted.
vii. Lower/ NIL TDS on submission of self-attested copy of the valid certificate issued under section 197/195 of the
Act.
Aforesaid rates will be subject to applicability of section 206AA/206AB of the Act.
Clearing member should ensure that as on record date no shares are lying in their account and shares are
transferred to respective shareholder's account so that dividend is credited directly to shareholder's account and
not to the clearing member's account. In terms of Rule 37BA of Income Tax Rules 1962, if dividend income on
which tax has been deducted at source is assessable in the hands of a person other than the deductee, then
such deductee should file declaration (refer format) with Company in the manner prescribed by the Rules at the
earliest but before record date. The Company will not consider any declarations referred to Rule 37BA of Income
Tax Rules, 1962 received after the record date. Company will notify record date in due course of time.
In case tax on dividend is deducted at a higher rate in the absence of receipt or defect in any of the aforementioned
details / documents, you will be able to claim refund of the excess tax deducted by filing your income tax return.
No claim shall lie against the Company for such taxes deducted.
investors service, shareholders shall send written request in the prescribed forms to the RTA of the Company as
under :-
Process to be followed in case shares are in Physical Mode Form No.
Form for availing Investors Services to register PAN, email address, bank details and other
KYC details or changes / update thereof for securities held in physical mode Form ISR-1
Update of Signature of Securities holder Form ISR-2
For nomination as provided in the Rules Form SH-13
Declaration to opt out for Nomination Form ISR-3
Cancellation of nomination by the holder(s) (along with ISR-3) / Change of Nominee Form SH-14
Form for requesting issue of Duplicate Certificate and other service request for shares held in
physical form Form ISR-4
Pursuant to the provisions of Section 72 of the Act, Shareholders are entitled to make nomination in respect of
the shares held by them in physical form. Shareholders desirous of making nominations are requested to send
their requests in Form SH-13 to the R&T Agent, Link Intime India Pvt. Ltd. at the address given above.
Members who have not registered their e-mail addresses so far are requested to register their email address for
receiving all communication including Annual Report, Notices, Circulars, etc. from the Company, electronically.
24. TRANSFER OF SHARES PERMITTED IN DEMAT FORM ONLY: As per Regulation 40 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), securities of listed companies
can be transferred only in dematerialised form with effect from 1st April, 2019, except in case of transmission or
transposition of securities. Further, SEBI vide its Master Circular dated 7th May, 2024, has mandated that securities
shall be issued only in dematerialised mode while processing duplicate/ unclaimed suspense/ renewal/ exchange/
endorsement/ sub-division/ consolidation/ transmission/ transposition service requests received from physical
securities holders. In view of the above and to eliminate risk associated with physical shares and to avail various
benefits of dematerialisation, Members are advised to dematerialise their shares held in physical form.
25. Shareholders who would like to express their views/ask questions during the meeting may register themselves
as a speaker by sending their request in advance latest by 14 th September, 2024, by mentioning their name,
demat account numbers/folio numbers, email ids, mobile numbers at [email protected]. The shareholders
who do not wish to speak during the AGM and wish to raise any query, may send their queries in advance latest
by 14th September, 2024, mentioning their names, demat account numbers/folio numbers, email ids, mobile
numbers at [email protected]. These queries will be replied to by the Company suitably by email. Those
shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the AGM.
26. Inspection of documents:
All documents referred to in this Notice and Statement u/s. 102 of the Act will be available for inspection
electronically by the members of the Company from the date of circulation of this Notice up to the date of the
AGM. Members seeking to inspect such documents can send an e-mail to [email protected]/
[email protected].
27. Procedure for remote e-voting, attending the AGM through Video Conference/Other Audio Visual Means
(VC/OAVM) and E-Voting facility during the AGM: The detailed process, instructions and manner for
availing Remote e-Voting, attending AGM through VC/OAVM and E-Voting facility during the AGM is
given hereunder:
I. As per Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and
Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company is providing facility for voting by electronic means (“e-Voting”) and the business in respect of all
Shareholders’ Resolutions may be transacted through such e-Voting. The facility is provided to the
Shareholders to exercise their right to vote by electronic means from a place other than the venue of AGM
(“remote e- Voting”) as well as e-voting system on the date of AGM through e-Voting services provided by
Central Depository Services (India) Limited (CDSL).
II. The Company has fixed Tuesday, 17 th September, 2024, as a cut-off date to record the entitlement of the
Shareholders to cast their votes electronically by remote e-Voting as well as by e-voting system on the date of
AGM.
III. The remote e-Voting period shall commence on Friday, 20 th September, 2024 at 09:00 a.m.(IST) and end on
Monday, 23rd September, 2024 at 05:00 p.m.(IST). During this period, Shareholders of the Company holding
shares either in physical form or in dematerialized form as on the cut-off date, i.e. 17 th September, 2024 may
cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting after 5:00 p.m. on
Monday, 23rd September, 2024. Once the vote on a resolution is cast by the Member, he/she shall not be
allowed to change it subsequently.
Any person, who becomes Member of the Company after dispatch of the Notice of the meeting and holding
shares as on the cut-off date i.e. Tuesday, 17th September, 2024 may obtain USER ID and password by following
e-Voting instructions which is part of the Notice and the same is also placed in e-Voting Section of CDSL
Website i.e. www.evotingindia.com and Company’s Website i.e. www.gsfclimited.com. For further guidance,
Members are requested to send their query by email at [email protected]. Members can also
cast their vote using CDSL’s mobile app m-Voting available for android based phones. The m-Voting app can be
downloaded from Google Play Store. Apple and Windows phone users can download the app from the App
Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app
while voting on your mobile.
CDSL e-Voting System – For e-voting and Joining Virtual meetings.
1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation
at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis.
This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend
the AGM without restriction on account of first come first served basis.
2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of
ascertaining the quorum under Section 103 of the Companies Act, 2013.
THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding
shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-
individual shareholders in demat mode.
(i) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting
venue.
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding
shares in demat mode.
In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 th December, 2020 on e-Voting
facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to
vote through their demat account maintained with Depositories and Depository Participants. Shareholders are
advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual
shareholders holding securities in Demat mode CDSL/NSDL is given below:
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful
(holding securities login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
in demat mode) be redirected to NSDL/CDSL Depository site after successful authentication, wherein you
login through their can see e-Voting feature. Click on company name or e-Voting service provider name and
Depository you will be redirected to e-Voting service provider website for casting your vote during the
Participants (DP) remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in Demat mode with helpdesk by sending a request at [email protected]
CDSL or contact at toll free no. 1800 21 09911
Individual Shareholders holding Members facing any technical issue in login can contact NSDL
securities in Demat mode with helpdesk by sending a request at [email protected] or
NSDL call at : 022 - 4886 7000 and 022 - 2499 7000
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-
individual shareholders in demat mode.
(ii) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders
other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the
Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However,
they will not be eligible to vote at the AGM/EGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the meeting may register
themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning
their name, demat account number/folio number, email id, mobile number at (company email id). The
shareholders who do not wish to speak during the AGM but have queries may send their queries in advance
7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile
number at (company email id). These queries will be replied to by the company suitably by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to express their
views/ask questions during the meeting.
9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be
eligible to vote through e-Voting system available during the AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same
shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such
shareholders may be considered invalid as the facility of e-voting during the meeting is available only to
the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE
COMPANY/DEPOSITORIES.
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned
copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR
(self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository
Participant (DP)
3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective
Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through
Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System,
you can write an email to [email protected] or contact at toll free no. 1800 21 09911
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh
Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon
Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email
to [email protected] or call toll free no. 1800 21 09911.
28. The Company has appointed Mr. Niraj Trivedi, Practicing Company Secretary (Membership No. 3844 and COP
No. 3123) as the Scrutiniser to review that the process of e-voting is conducted in a fair and transparent manner
and issue a report on the votes through remote e-voting and those cast at the AGM.
29. Declaration of results on the resolutions:
i. The Scrutiniser shall, immediately after the conclusion of voting at the AGM, count the votes cast at the
Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses
not in the employment of the Company. The Scrutiniser shall make, not later than two working days from
conclusion of the Meeting, a consolidated Scrutiniser’s Report of the total votes cast in favour or against
each resolution, invalid votes, if any, and whether the resolution(s) has / have been carried or not. This
report shall be submitted to the Chairperson or a person authorised by him, in writing, who shall countersign
the same.
ii. The results shall be declared after the AGM of the Company and shall be deemed to be passed on the date
of AGM. The results along with the Scrutiniser’s Report shall be placed on the website of the Company
www.gsfclimited.com within two working days of passing of the resolutions at the AGM of the Company
and shall be communicated to BSE Limited and National Stock Exchange of India Limited, where the
Company’s equity shares are listed. CDSL, who has provided the platform for facilitating remote e-voting,
will also display these results on its website https://www.evotingindia.com/. The said results shall also be
displayed at the registered office of the Company.
30. Members are requested to kindly keep the Annual Report sent to their registered e-mail ID with them while
attending the AGM through VC / OAVM.
31. The recorded transcript of the AGM, shall also be made available on the website of the Company
www.gsfclimited.com under the tab of ‘Investor Relations’.
32. Since the AGM will be held through VC/OAVM, the route map of the venue of the meeting is not annexed hereto.
Contact Details
Company: Gujarat State Fertilizers & Chemicals Limited
P.O.: Fertilizernagar - 391 750
DIST.: VADODARA (GUJARAT)
Phone: (0265) 2242451, Extn. 3582
E-mail: [email protected]
Registrar & Share Transfer Agent: Link Intime India Private Limited (Unit: GSFC)
Geetakunj, 1, Bhaktinagar Society, Behind ABS Tower, Old Padra Road, Vadodara - 390 015.
Tel No: +91 265 -3566768
E-mail id: [email protected]
e-Voting Agency : Central Depository Services (India) Limited
E-mail: [email protected]
Phone: +91-22-22723333/8588
Scrutinizer: Mr. Niraj Trivedi
Practicing Company Secretary
218-219, Saffron Complex, Fatehgunj,
VADODARA : 390 002 (GUJARAT)
E-mail: [email protected]
To
The Members,
Your Directors present herewith the 62nd Annual Report on the business and operations together with financial statement
of the Company for the Financial Year ended 31 st March, 2024.
1. Financial highlights of the Company:
(` in Crores)
Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
Gross Sales 8932.12 11298.03 9154.64 11368.69
Other Income 376.17 146.48 376.89 148.85
Total Revenue 9308.29 11444.51 9531.53 11517.54
Less : Operating Expenses 8449.7 9680.57 8641.47 9780.81
Operating Profit 858.59 1763.94 890.06 1736.73
Less : Finance Cost 11.19 14.89 11.20 15.03
Gross Profit 847.40 1749.05 878.86 1721.70
Less : Depreciation 183.02 181.51 183.48 182.02
Exceptional Item 0 0 0 0
Profit before Taxes 664.38 1567.54 695.38 1539.68
Shares in Profit/(Loss) of Associates 0 0 8.41 3
Profit before taxes after Associates 664.38 1567.54 703.79 1542.68
Taxation
• Current Tax 151.66 410.34 151.67 412.66
• Deferred Tax (net) -2.28 -115.68 -2.37 -115.68
• Mat Credit recognized 0 0 0.00 0
• Earlier year tax -9.32 -20.2 -9.29 -20.2
Profit after taxes 524.32 1293.08 563.78 1265.92
Non-controlling Interest 0 0 0.00 0.03
Other comprehensive income arising from
re-measurement of defined benefit plan -225.36 16.96 -225.36 16.97
Balance brought forward from last year 1404.27 683.85 1468.62 775.38
Amount available for appropriations 1703.24 1993.89 1807.31 2058.24
Payment of Dividend
- Dividend 398.48 99.62 398.48 99.62
Transfer to General Reserve 200.00 490.00 200.00 490.00
Leaving a balance in the Profit & Loss Account 1104.76 1404.27 1208.83 1468.62
2. Dividend:
The Board of Directors, at the meeting held on 21st May, 2024 has recommend a dividend of ` 4 per Equity Share
of ` 2- each (@ 200%) on 39,84,77,530 shares (Previous Year - 500%, i.e. ` 10 per share on 39,84,77,530 Equity
Shares of ` 2 each) for the financial year ended 31 st March, 2024, for consideration at the 62 nd Annual General
Meeting ("AGM") of the Company.
The net outgo on account of Dividend, if approved by shareholders, shall be ` 159.39 Crores.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
Dividend Distribution Policy
This policy has been framed and adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). The policy, inter alia, lays down various parameters
relating to declaration / recommendation of dividend. There has been no change to the policy during the financial
year 2023-24. The policy is placed on the Company's website at https://www.gsfclimited.com/sebi-listing-
regulations.
3. Transfer to reserves:
The Company has transferred Rs. 200 crore to general reserves.
4. Brief description of the Company's working during the year/ State of Company's affairs:
Your directors wish to report that your Company has achieved turnover of Rs. 8,932 Crores for the year ended
31 st March 2024 as against ` 11,298 Crores (FY 22-23) on Standalone basis, which is lower by ` 2,366 Crores.
Similarly, for the year under review, Profit Before Tax (PBT) was Rs. 664 Crores and Net Profit was ` 524 Crores
as against PBT of ` 1,568 Crores and Net Profit of ` 1,293 Crores for the previous Financial Year.
5. Material changes and commitments:
The Company has not made any material changes or commitments which affect the financial position of the
Company during the financial year of the Company to which the financial statements relate and as on the date of
signing of this report.
6. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future:
There are no such orders except those which have been appropriately challenged before the judiciary. The
Company believes that as of now none of these sub-judies matters impact on going concern status and Company's
operation in future
7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:
Your Company has an internal Control System which is commensurate with the size, scale and complexity of its
operations. Review and monitoring of the scope and authority of the Internal Audit function lies with the Finance-
cum-Audit Committee of Directors. The Finance-cum-Audit Committee monitors and evaluates the efficacy and
adequacy of internal control systems, accounting procedures and policies. Based on the report of Internal Auditors,
significant audit observations and actions taken on such observations are presented to the Finance-cum-Audit
Committee of the Board.
8. Share Capital:
The paid-up equity share capital of the Company as on 31 st March, 2024, was ` 79,69,55,060. During the year
under review, there has been no change in authorized, issued, subscribed and paid up share capital, including
any reclassification or sub-division thereto. The Company has not issued shares with differential voting rights,
sweat equity shares, neither has it granted any employee stock options nor has issued any convertible securities.
Please refer the notes to financial statements for details of Share Capital.
9. Details of Subsidiary/Joint Ventures/Associate Companies:
As at 31st March, 2024, Companies listed below are the Subsidiary Company or Associate Companies:
Subsidiary Companies - GSFC Agrotech Limited*
Gujarat Port and Logistics Company Limited**
Vadodara Jal Sanchay Private Limited***
Associate Companies - Vadodara Enviro Channel Limited
Gujarat Green Revolution Company Limited
Gujarat Data Electronics Limited
Karnalyte Resources INC
The Company does not have any material subsidiary in terms of Companies Act, 2013 read with SEBI (Listing
Obligation & Disclosure Requirement) Regulations.
*GSFC Agrotech Limited was incorporated on 02/04/2012 as a wholly owned subsidiary company of Gujarat
State Fertilizers & Chemicals Limited.
**Gujarat Port and Logistics Company Limited was incorporated on 03/02/2020 as a Joint Venture Company by
Gujarat State Fertilizers & Chemicals Limited and Gujarat Maritime Board with investment in the ratio of 60:40
respectively.
***Vadodara Jal Sanchay Private Limited was incorporated on 22/07/2020 as a joint venture company by Gujarat
State Fertilizers & Chemicals Limited, Gujarat Alkalies and Chemicals Limited, Gujarat Industries Power Company
Limited and Vadodara Municipal Corporation with investment in the ratio of 60:15:15:10 respectively.
A report on the performance and financial position of each of the subsidiaries and associates and joint venture
companies as per the Companies Act, 2013 is provided at Annexure - A to the Consolidated Financial Statement
and hence not reproduced here for the sake of brevity.
10. Listing of Shares & Depositories:
The Equity Shares of your Company are listed on the BSE Limited (BSE) and National Stock Exchange of India
Ltd. (NSE). The listing fee for the FY 24-25 has been paid timely to both the BSE and NSE.
Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in dematerialized
form w.e.f. 26/06/2000. Presently, 98.49% of shares are held in electronic/ dematerialized form.
11. Report on Corporate Governance and Management Discussion and Analysis Report To Shareholders:
Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated
by Listing Regulations.
A separate report on Corporate Governance together with the Certificate of M/s. Samdani Kabra & Associates,
Company Secretaries, Vadodara forms part of this Annual Report.
The Management Discussion & Analysis report also forms part of this Annual Report.
12. Business Responsibility & Sustainability Report:
In terms of Regulation 34(2) of the Listing Regulations Business Responsibility and Sustainability Report for the
financial year 2023-24 is placed on the Company's website at
https://www.gsfclimited.com/Content/writereaddata/Portal/Document/104_1_1_GSFC-_BRSR_FY_23-24_FINAL. PDF
13. Fixed Deposits:
During the year 2023-24, your Company has not accepted/ renewed any Fixed Deposit.
During the year, the Company has not transferred any amount being unclaimed deposits and interest thereon to
the Investors' Education and Protection Fund (IEPF) as required in terms of Section 125 of the Companies Act,
2013.
The Company has discontinued accepting new deposits since 15/11/2005, and renewing the deposits since
31/03/2009.
14. Details of loans availed from Directors or their relatives:
The Company has not availed any loan from its Directors or their relatives.
15. Insurance:
All the properties and insurable interests of the Company, including the buildings, plant & machinery and stocks
have been adequately insured. Also, as required under the Public Liability Insurance Act, 1991, your Company
has taken the appropriate insurance cover.
16. Directors & Officers Insurance Policy:
In terms of Regulation 25(10) of the Listing Regulations, the Company has in place a Directors & Officers insurance
Policy for such quantum and risk coverage, as determined by the Board of Directors.
17. Expansion & Diversification:
Your Directors are happy to share the status of various projects that are under execution/ executed as below:
400 MTPD Ammonium Sulphate Plant at Vadodara Unit:-
To capture growing market of Ammonium Sulphate, your Company has successfully commissioned 400 MTPD
Ammonium Sulphate Plant at Vadodara Unit in January, 2024. Based on experience of Ammonium Sulphate
production over the years, your Company has executed the Project without involving technology supplier and by
utilising In-house expertise & available resources.
Roof top and Floating Solar Power Project at Vadodara and Sikka Unit:-
To enhance green energy portfolio, your Company has successfully commissioned 140 KW (AC) roof top solar
power plant at Vadodara Unit and 640 KW (AC) floating roof & roof top solar power plant at Sikka unit in January,
2024.
Floating Solar Power Project at Fiber Unit:-
To enhance green energy portfolio, your Company is setting up 1 MW (AC) Floating solar power plant on EPC
basis at Fiber Unit. M/s Hi Tech Transpower Pvt. Ltd is EPC Contractor. The Project is under execution stage and
expected Commissioning date is September, 2024.
The details relating to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been disclosed in Corporate
Governance Report.
19. Corporate Social Responsibility (CSR) & Details of policy developed and implemented by the Company
on its corporate social responsibility initiatives:
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section
135 of the Companies Act, 2013. As a part of its initiatives under "Corporate Social Responsibility", the Company
has undertaken projects in the areas of education, livelihood, health, water and sanitation. The Annual Report on
CSR activities is enclosed as Annexure A. CSR Policy adopted by the Company is placed on the Company's
website at https://www.gsfclimited.com/social_commitment.asp?mnuid=1&fid=15
20. Risk Management:
The Company has constituted a Risk Management Committee ("RMC") of the Board to review the Risk review
report and Risk Management Framework of the Company. The RMC reviews the management of key risks, as
identified by the Company, its financial impact and measures taken to mitigate the same.
Details pertaining to RMC are given in the Corporate Governance Report of the Company.
There are no risks identified by the Board which may threaten the existence of the Company.
21. Directors, Key Managerial Personnel & Senior Management Personnel
A) Changes in Directors and Key Managerial Personnel:
The composition of the Board of Directors of the Company, as on the date of this Report is as follows:
Sr. No. Name of Directors Category
1. Shri Raj Kumar, IAS Nominee, Non- Executive
Chairman Non-Independent
(DIN:00294527)
2. Shri Kamal Dayani, IAS Nominee, Executive
Managing Director (w. e. f. 01.02.2024) Non-Independent
(DIN:05351774)
3. Shri Tapan Ray, IAS (Retd.) Non-Executive
(DIN:00728682) Independent
4. Prof. Ravindra Dholakia Non-Executive
(DIN:00069396) Independent
5. Smt. Gauri Kumar, IAS (Retd.) Non-Executive
(DIN:01585999) Independent
6. Dr. Sudhir Kumar Jain Non-Executive
(DIN:03646016) Independent
7. Shri S.J. Haider, IAS Non-executive,
(DIN:02879522) Non-independent
Declaration by Independent Directors:
In terms of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, the Independent Directors
of the Company viz.: Shri Tapan Ray, IAS (Retd.); Smt. Gauri Kumar, IAS (Retd.); Prof. Ravindra Dholakia, and
Dr. Sudhir Kumar Jain have submitted their declarations confirming compliance with the criteria of independence
as stipulated thereunder.
All Independent Directors of the Company have affirmed compliance with the Company's Code of Conduct for
Directors and Senior Management Personnel for the financial year 2023-24. The Board has taken on record
declarations and confirmations submitted by the Independent Directors regarding their fulfilment of the prescribed
criteria of independence, after assessing veracity of the same as required under Regulation 25 of the Listing
Regulations.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with
the databank maintained by Indian Institute of Corporate Affairs. All Independent Directors of the Company are
exempt from the requirement to undertake online proficiency self-assessment test.
A Certificate has been obtained from the Company Secretary in practice, confirming that none of the directors on
the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as
director of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other statutory authorities. The Certificate of CS Niraj Trivedi, Practicing Company Secretary (C P No. 3123)
forms part of this report.
Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent
Directors:
The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well
experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and
proficiency. Their qualifications, specialized domain knowledge, strategic thinking & decision making and vast
experience in varied fields has immensely contributed in strengthening the Company's processes to align the
same with good industry practices.
B) Changes in Key Managerial Personnel:
Smt. Nidhi Pillai was appointed as Company Secretary & Compliance Officer as well as Key Managerial Personnel
of the Company with effect from 07/08/2023.
Shri V.D. Nanavaty, erstwhile ED(Finance) & Chief Financial Officer of the Company superannuated on 31/05/
2024. Shri S.K. Bajpai, Senior Vice President (Finance & Legal) has been appointed as Chief Financial Officer
and Key Managerial Personnel of the Company with effect from 01/06/2024.
Sr. Financial Year Amount available for set-off from Amount required to be setoff for
No. preceding financial the financial year, if any (in Rs)
years (in Rs)
1 2021-22 2,06,83,960 2,06,83,960
Total 2,06,83,960 2,06,83,960
(e) Total CSR obligation for the financial year (7a+7b-7c).: Rs. 21,36,84,000/-
6. (a) Amount spent on CSR Projects (both ongoing projects and other than ongoing projects):
Details of CSR amount spent against ongoing projects for the financial year:
SI. Name of Item from Local Location Project Amount Amount transferred Mode of Mode of Implementation
No. Project the area of the duration. allocated spent in to Impleme -
list of (Yes/ project. for the the current Unspent nta Through Implementing
activities No). project financial CSR tion - Agency
in (in Rs.). Year (in Account Direct
Schedule Rs.). for the (Yes/No).
VII State District project as Name CSR
to the Act. per Registration
Section number
135(6) (in
Rs.)
Safe
Drinking water t
3 Drinking Yes Gujarat Vadodara 22,32,733 Yes
nearby villages
water
CSR00002452
Rural
Support to local Vadodara,
4 Developme Yes Gujarat No SVADES
community Jamnagar 2,47,76,280
nt Projects
Sl. Prece Amount Amount spent Amount transferred to any fund Amount
No. ding transferred to in the specified remaining to
Financ Unspent CSR reporting under Schedule VII as per be spent in
ial Account under Financial section 135(6), if succeeding
Year. section 135 (6) Year any. financial
(in Rs.) (in Rs.). years.
(in Rs.)
Name Amount Date of
of the (in Rs). transfer.
Fund
Not applicable
8 whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial
Year:
No Yes
Furnish the details relating to the asset so created or acquired through CSR spent in the financial year
Sl. Short particulars of Pincod Date of Amount Details of Company/ Authority/beneficiary
No. the property or e of the creation of CSR of the registered owner
asset(s) propert Amount
[including complete y or spent
address and location asset(s) (Rs.)
of the property]
1 2 3 4 5 6
CSR Name Registered
Registration address
Number, if
applicable
NIL
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Ongoing
projects and phase wise payments towards the same.
“Annexure – A”
To,
The Members
GUJARAT STATE FERTILIZERS & CHEMICALS LIMITED
CIN: L99999GJ1962PLC001121
P. O. Fertilizernagar,
Vadodara – 391 750.
Conservation of energy, technology absorption and foreign exchange earnings and outgo Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.
A CONSERVATION OF ENERGY distillation of benzene was not found required. Bypassing
Measures taken at Fertilizernagar, Vadodara Unit: of Benzene distillation column resulted in less steam
consumption, leading to reduction in NG consumption at
1) Utilization of ejector J1001 to generate LPS from excess Steam generation boilers. It resulted into annual NG saving
LLPS of Melamine section in Melamine-III plant. of 15.36 Lacs SM3 (` 685.14 Lacs) and annual power saving
Available unused ejector J1001 in Melamine section utilized is 0.53 Lacs unit (` 5.76 Lacs).
to generate LPS (6.2K) from excess LLPS (3.5K), available 4) Use of efficient lighting at Vadodara unit.
and being condensed. This consequently reduced HP
steam import requirement, which is let down for its utilization About 1400 various types of conventional lighting fittings
as LPS (6.2K) in Melamine section, leading to reduction in were replaced by latest LED type of fittings for saving of
NG consumption at Steam generation boilers. It resulted power besides upgradation of lighting system. It resulted
into annual NG saving of 12.80 Lacs SM3 (` 570.95 Lacs). into annual power saving of 6.146 Lacs unit (` 66.84 Lacs).
2) Provision of VFD for blower (6011-B01) in Nylon-6 II 5) Up-gradation of Eddy current controller with VFD in
Plant. 325-MM-4 draw off roller motor (1.5kW) at Nylon-6 I
plant.
Due to higher rated capacity of N2 circulation blower (6011-
B01), suction damper was kept in throttled condition (25%), Eddy c urrent motor was us ed in Draw off roller in
which indicated margin available for reduction in head Compounding section of Nylon-6 I plant. It was upgraded
generation. To achieve power saving, VFD installed to with use of VFD and induction motor. It resulted into annual
control flow rate and head as per the requirement. It resulted power saving of 0.1 Lacs unit (` 1.09 Lacs).
into annual power saving of 2.88 Lacs unit (` 31.32 Lacs). Above mentioned measures resulted into aggregate annual
3) Bypass of Benzene Rectification column (K-70) in saving at a rate of 9.66 Lacs units Power (` 105.02 Lacs) and
Anone Plant, CEP. 28.16 Lacs SM3 NG (` 1,256.10 Lacs).
Based on improvement in quality of Benzene received,
TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION (Contd.)
(B) CONSUMPTION PER UNIT OF PRODUCTION
Sr. Product Power Steam Natural Gas
No.
2023-24 2022-23 2023-24 2022-23 2023-24 2022-23
KWH KWH MT MT SM3 SM3
1 Ammonia 367 391 -1.266 -1.334 883 889
2 Sulphuric Acid 31 31 -0.789 -0.819 0.252 0.069
3 Phosphoric Acid 301 314 1.362 1.427 0.795 1.803
4 Urea 178 185 1.448 1.488 0.000 0.000
5 ASP 45 46 0.055 0.067 8.1 7.788
6 Melamine (Expn) 819 890 5.399 6.386 187 193
7 Caprolactam (Exp.) 114 109 0.383 0.563 0.000 0.000
8 Nylon – 6 688 717 1.668 1.815 - -
9 DAP (SU) 39 45 0.014 0.017 4.694 3.716
10 NPK (10:26:26) (SU) 37 41 0.019 0.023 9.084 9.213
11 NPK (12:32:16) (SU) 40 38 0.024 0.020 9.364 7.729
12 NPK (20:20:0:13) (APS) (SU) 45 47 0.025 0.025 12.049 12.621
* -ve indicate Export from Plants.
** Previous Year's figures have been re-grouped wherever necessary.
FORM-B
Form for disclosure of particulars with respect to Technology Absorption: 2023-24
Research & Development (R&D):
(1) SPECIFIC AREAS, IN WHICH R&D IS CARRIED OUT: 5. Initiate research on Algae based products for fertilizer
Research work carried out in areas of Industrial Products applications.
& Chemicals, fortified fertilizers, organic & bio fertilizers, (B) Customization & Market support
waste management; value added product(s), specialized Services, Plant Support Activities:
Agri-inputs for improving quality and yield of agricultural
output, Quality and process efficiency improvement and 1. Root Cause Failure Analysis of 12 components was
assurance. Continual support and expertise provided to all carried out which has resulted into changes in
plants and services departments for Corrosion & Material specification of some MOCs for improving service life,
evaluation, Failure inves tigation of components & better MoC selec tion, reduc ed down time and
machinery, microbial activity & corrosion monitoring of optimization of process parameters to avoid future
cooling water. failures of similar nature.
(2) BENEFITS DERIVED: 2. Insitu metallography at 163 locations on critical
(A) Development of New Products/New equipment of various plants was done for condition
monitoring. This has enabled assessment of possible
Processes:
damage as well as monitoring degradation of material
1. Optimal crop growth requires adequate nutrients in operating at high temperature/ stress condition.
soil and root systems. Prolonged use of phosphatic
fertilizers has altered soil conditions, prompting the 3. Corrosion and microbial activity monitoring of cooling
need for a partial shift to NPK complex fertilizers, tower water of all operating plants supported in
which provides a balanced mix of essential nutrients efficient running of plants.
(Nitrogen, Phosphorus, Potassium, Sulphur) tailored 4. Ferrography of 20 lube oil samples was carried out
to specific crop and soil needs. The R&D is developing which has helped assessment of condition of rotating
new customized NPK fertilizer grades with plans to machinery, oil contamination and oil replacement
implement newly developed processes at Sikka unit frequency.
for introducing new grades of NPK complex fertilizers
in product basket. 5. Metallurgical input provided to operating plants &
other departments for problems related to heat
2. Aimed at expanding the customer bas e for
treatment, welding, import subs titution, MoC
Caprolactam and promoting the MSME sector and to
selection, Material compatibility study etc.
support Marketing IP initiatives, R&D team is providing
training and demonstration for the production of Cast (4) EXPENDITURE ON RESEARCH & DEVELOPMENT:
Nylon for engineering components. Cast Nylon can ` in Lakhs
replace metal parts in household applications. The
(a) Capital 59.07
R&D team also guides manufacturers on raw material
selection, processes and machinery to successfully (b) Recurring 1274.28
integrate Cast Nylon production into their operations. (c) Total 1333.35
Research Inputs provided to plants (d) Total R & D Expenditure
1. Tec hnical inputs provided regarding bagging as a percentage of 0.15%
temperature, humidity, importance of dust etc. for Gross Sales
minimizing caking in APS. Technology Absorption, Adoption and Innovation:
2. Technical support provided to gypsum granulation Technology Absorption
plant for improving physical properties of Multi Nutri.
1. Urea-II Revamping Project - Technology is imported and
3. Support extended to GATL/ Marketing team on Project is under execution.
artwork of various fertilizer products.
2. 400 MTPD Ammonium Sulphate (AS-IV) Projec t -
(3) FUTURE PLAN OF ACTION: Tec hnology is dev eloped in-house and Project is
1. To develop new grades of bio fertilizers and bio commissioned in January, 2024.
stimulants. 3. 20 MTPD HX Crystal Project - Technology is developed in-
2. To develop new grades of Water Soluble Fertilizers house and Project is under execution.
and NPK complex. 4. 600 MTPD Sulphuric Acid (SA-V) Project - Technology is
3. To develop process for products used in industrial indigenous and Project is under execution.
applications considering feedback from Marketing. Technology Adoption
4. Research on Microbial methods for waste water 1. Based on R&D process, a trial production of 350 MT of
treatment. 9:24:24 grade NPK complex was taken at Sikka Unit.
Government Schemes:
For the welfare of farmers, Government of India is implementing various schemes/programmes by increasing production, remunerative
returns and income support to farmers. The details are given below:
• The National Food Security Mission (NFSM) aims to enhance the production of rice, wheat, and pulses by expanding
cultivation areas and improving productivity, alongside restoring soil fertility and bolstering farm-level economies.
• The Rashtriya Krishi Vikas Yojana (RKVY) focuses on making farming economically viable by supporting pre and post-
harvest infrastructure, with sub-components such as Per Drop More Crop and Crop Diversification Programme.
• The National Mission on Edible Oil-Oil Palm (NMEO-OP) seeks to make India self-reliant in edible oils, particularly in the
North-Eastern States and A&N Islands, aiming to expand oil palm plantations over the next five years.
• Pradhan Mantri Kisan Samman Nidhi (PM KISAN) provides financial assistance to landholding farmer families across the
country, offering direct payments into their bank accounts to support agricultural activities.
• Pradhan Mantri Fasal Bima Yojana (PMFBY) offers comprehensive crop insurance to protect farmers against natural risks,
with significant enrollment and fund allocation in recent years.
• Pradhan Mantri Kisan Maan Dhan Yojana (PM-KMY) ensures pension security for vulnerable farmer families, with contributions
from both farmers and the central government.
• Institutional credit for agriculture has increased significantly, with a focus on extending concessional credit to all PM-KISAN
beneficiaries through Kisan Credit Cards (KCC).
• Agricultural mechanization has been prioritized to modernize farming and reduce manual labor, with substantial investments
and subsidies for equipment.
• The Agriculture Infrastructure Fund (AIF) aims to improve post-harvest management infrastructure and community farming
assets through medium to long-term debt financing.
• The promotion of Farmer Producer Organizations (FPOs) aims to empower farmers through collective action, with thousands
of FPOs registered and supported financially.
• The Namo Drone Didi scheme will provide drones to Women Self Help Groups (SHGs) to offer rental services to farmers for
agricultural purposes, such as the application of fertilizers and pesticides.
• Agricultural Technology Management Agency (ATMA) supports decentralized extension services, providing farmers with
the latest technologies and practices through various activities, benefiting millions of farmers nationwide.
Interim Union Budget 2024 on Agriculture Sector:
The Union Budget for 2024-25 was presented by Ministry of Finance on 1 February 2024. Start-ups for agricultural and rural enterprises
will be funded by NABARD.
Under the PM-KISAN initiative, 11.8 crore farmers will receive direct financial help. Furthermore, 4 crore farmers would receive crop
insurance coverage thanks to the PM Fasal Bima Yojana.
Highlights:
• The government aims to encourage both private and public investment in post-harvest activities.
• The application of Nano-DAP will be extended to cover all agro-climatic zones. A strategic plan under the Atmanirbhar Oilseeds
Abhiyaan will be devised to attain self-sufficiency in oilseeds production.
• Additionally, a comprehensive program for the development of the dairy sector will be formulated.
• Efforts will be intensified to implement the Pradhan Mantri Matsya Sampada Yojana, aimed at enhancing aquaculture productivity,
doubling exports, and creating more job opportunities.
• There will be an increased allocation of funds for the Blue Revolution, totaling up to ` 2,352 crore.
• Similarly, the allocation for the PM Formalisation of Micro Food Processing Enterprises scheme will be raised to ` 880 crore.
• The Ministry of Agriculture and Farmer’s Welfare has been allocated a budget of ` 1.27 lakh crore.
• Direct financial assistance will be provided to 11.8 crore farmers under the PM-KISAN scheme.
• Additionally, crop insurance coverage will be extended to 4 crore farmers through the PM Fasal Bima Yojana.
• Furthermore, the integration of 1,361 mandis under eNAM will support trading volumes amounting to ` 3 lakh crore.
Minimum support price (MSP):
The Government of India fixes Minimum Support Price (MSP) for 22 mandated agricultural crops on the basis of the recommendations
of the Commission for Agricultural Costs & Prices (CACP), views of State Governments and Central Ministries/Departments concerned.
Government in its Union Budget for 2018-19 had announced the pre- determined principle to keep MSP at levels of one and half
times of the cost of production. Accordingly, MSPs for all mandated crops Kharif, Rabi and other commercial crops have been
increased with a return of at least 50 percent over all India weighted average cost of production from the agricultural year 2018-19.
i. MSP for Paddy (common) has increased to ` 2,183 per quintal in 2023-24 from ` 2,040 per quintal in 2022-23.
ii. MSP for Wheat has increased to ` 2,275 in FY 2023-24 from ` 2,125 per quintal in FY 2022-23.
Food grain Production:
Total food grain production in 2023-24 is estimated to be 328.9 million tonnes according to the third advance estimates issued by the
agriculture and farmers’ welfare ministry. Foodgrain production in the 2022-23 crop year was pegged at 329.7 million tonnes as per
the government’s final estimates.
Industry:
The combined Index of Eight Core Industries (ECI) which reflects the core sector output in India, has reported a growth of 7.5% in
FY24. Excluding the last two post-Covid years i.e FY22 and FY23, where the growth prints have been perked up by the base factor,
this has been the highest growth rate in the current series (base year: 2011-12). Rapid public investments in India’s infrastructure is
the primary factor behind such an outperformance in the core sector. Except for the oil and the fertilizer industries, all the others have
delivered high single or double digit annualized growth in FY24.
The summary of the Index of Eight Core Industries is given below:
i. Cement (weight: 5.37%) - The cumulative cement production rose by 9.1% YoY for the Apr-Mar'24 period, higher than the
8.7% in the previous year.
ii. Coal (weight: 10.33%) - Coal production increased by 8.7% in March 2024 over 12.1% in March 2023. The cumulative output
rose by 11.7% during Apr-Mar'24 over the corresponding period of the previous year.
iii. Crude Oil (weight: 8.98%) - Its cumulative index increased by 0.6% during 2023-24 as against a contraction in output in the
previous years.
iv. Electricity (weight: 19.85%) - Higher demand of power from the household and the commercial sector due to warmer weather
have been a factor behind higher power output during the summer months although the average temperatures in March has
been relatively mild in North India. The cumulative output increased by 7.0% during FY24 over 8.9% in FY23.
v. Fertilizers (weight: 2.63%) - Its cumulative output has risen by 3.7% YoY during FY24 as a whole. The weakness in fertilizer
output can be largely attributed to the impact of El Nino and the deficient rainfall in both the kharif and rabi seasons.
vi. Natural Gas (weight: 6.88%) - The cumulative index for natural gas rose to 6.1% YoY in FY24 as compared to a mute of 1.6%
in FY23. India's demand for gas is on the rise on the back of its status as a cleaner fuel both for household and industrial
purposes and it's important that domestic gas sources are harnessed to the extent feasible.
vii. Petroleum Refinery Products - Its cumulative index increased by 3.4% YoY only during FY24 vs 4.8% in FY23. Given the
high weightage of the refinery sector in India, its weak output has a notable impact on the overall core index. The volatility in
global crude prices due to geo-political events and slowdown in global demand have led to lower export demand and a
downtrend in petroleum product exports from India
viii. Steel (weight: 17.92%) - The annual output growth increased to 12.3% in Apr-Mar'24 vs 9.3% in last fiscal. Among the eight
core sectors, steel has seen the highest growth in FY24 driven by buoyant demand from the infrastructure as well as the
automotive sector.
Highlights of Union Budget 2024-25
1. Budget 2024-25 focuses on employment, skilling, MSME’s and middle class.
2. Prime Minister’s package of 5 schemes and initiatives with an outlay of ` 2 lakh crore to facilitate employment, skilling and
other opportunities for 4.1 crore youth in 5 years.
3. For pursuit of ‘Viksit Bharat’, the budget envisages sustained efforts on following 9 priorities for generating abundant opportunities
for everyone
a. Productivity and resilience in Agriculture
b. Employment & Skilling
c. Inclusive Human Resource Development and Social Justice
d. Manufacturing & Services
e. Urban Development
f. Energy Security
g. Infrastructure
h. Innovation, Research & Development and
i. Next Generation Reforms
4. Productivity and resilience in Agriculture: A provision of ` 1.52 lakh crore for agriculture and allied sector announced for
current year.
Favourable MSP declared by GoI for Kharif & Rabi crops to the tune of 7-10% motivated farmers for higher plantation. Overall,
sowing of crops during the year was registered at 1816 Lakh Ha. with growth of 4% over normal sowing area in the country.
Individually, Oilseeds, Sugarcane, Wheat & Coarse cereals recorded substantial growth. In state of Gujarat, sowing remained at par
with usual sowing area with rise in area under Cotton, Cumin & Potato. As per third advance estimates, country is likely to achieve
328.9 MMT of food grain production.
Market Scenario:
Forecast of sub-par Monsoon on account of ‘El-nino’ had disturbed the market sentiments initially, however subsequent announcement
of ‘Normal’ monsoon instilled confidence in the market.
Country had good agriculture season consistently for past 4 years favouring for higher production & imports of fertilizers as a result,
the spill over inventory of fertilizer in the beginning of Financial Year made position quite comfortable.
After, initial good rains up to July’23, long dry spell in Aug’23 slowed the demand of fertilizers considerably, however, with revival of
monsoon in Sept’23, fertilizer demand picked up well.
Down trend in international price of fertilizers and raw materials in the starting of the year, motivated fertilizer companies to follow
higher production/imports in the country. With a focused objective to build up inventories, GoI had fixed NBS for H1-23/24 in a most
reasonable manner, leading to favorable margins for both imports as well as manufacturing. In fact, production of P&K fertilizers had
an edge over imports.
Declining trend in Global prices of Fertilizers and Raw Materials continued till Jul’23 and thereafter from mid-Aug’23 onwards,
sudden spike in prices in the international market, put break on imports & production of fertilizers in the country. Prices of DAP
appreciated in the range of 30-40% within a span of one month. Similarly, prices of PA jumped from USD 850 PMT to USD 985 PMT.
In spite of rising trend in Fertilizer and Raw Material prices on account of declining price trend in previous 6 months, industry feared
sharp decline in NBS rates compelling Fertilizer companies to follow restricted production & imports of fertilizers. Higher production
during April-Aug’23 helped to compensate gap in availabilities of fertilizers to major extent.
In spite of rise in Global prices, there was a sharp reduction in NBS rates during the Second Half of the financial year in major
phosphatic fertilizers, disturbing the industry sentiment & both production & imports slowed down in H2-23/24.
Except APS, availability of P&K fertilizers remained moderate during the 2nd half of the year and were sold at standard MRP, without
discounts in the market. However, APS, the most viable product, faced intense cut throat competition throughout the year.
During the peak time of fertilizers, DoF was utmost vigilant to ensure equitable distribution of fertilizers across the country so as to
avoid any shortage like situation. State wise availability situation was reviewed on weekly basis by DoF to ensure availability of
fertilizers across the states.
Accepting the mandate of GoI positively, industry has refurbished about 2 Lakh retail outlets and made them Model PMKSKs, from
where farmers will be able to source their bundle of input requirements and services under one roof.
In order to curb excessive use of Chemical fertilizers and thereby promote balance nutrition, GoI initiated special drives of adopting
Organic Farming. Under, PM-PRANAM Yojna, special emphasis has been made for use of Organic sources and curb excessive use
of chemical fertilizers so as to keep soil sustainable in long run. GoI has also launched Market Development Assistance (MDA) for
marketing of bio-gas slurry based organic fertilizers under GOBARdhan initiative. GoI continued to emphasize promotion & adoption
of Nano fertilizers such as Nano Urea & Nano DAP across the country so as to reduce dependence on Global suppliers. During the
financial year under review, recently GoI launched NaMo Drone Didi Yojna, to empower women from rural India by providing them
training related to Drone through Self Help Groups.
Performance of Fertilizer Industry:
Indication of “Normal” monsoon, comfortable opening inventory, lenient NBS & attractive MSP created conducive business in the
country during in the 1st half of the year. However, erratic monsoon with scattered distribution and drastic reduction in subsidy by
GoI, kept the margins of fertilizer companies under pressure during H2-FY 2023-24.
During the year under review, production of fertilizers in the country grew by 4% (1.9 MMT). Urea made available through HURL’s
three Urea units at capacity levels & stabilization of production at Matix fertilizers helped in increasing Urea production by 10% (2.9
MMT) over FY 2022-23. Production of DAP registered decline of 1% & that of NPK grew by 3%. However, production of SSP suffered
with decline of 21%. On account of pressure on margins during second half of financial year, production of P&K fertilizers registered
a marginal growth of 1% during the year, offsetting gains made in production during first half.
Imports of fertilizers during the year reduced by 6%. With ample availability of Urea in the country throughout the year, GoI was
utmost cautious for Imports of Urea. Urea imports reduced by 7%. Due to rise in international prices of P&K fertilizers during second
half of the year, margins of fertilizer companies were consistently under pressure. Imports of DAP & NPKS were reduced significantly
by 15% & NPKS 19% respectively.
Downward trend in international prices of MOP from USD 422 to USD 319 PMT, helped to increase availability of MOP in the
country. Imports of MOP jumped significantly by 54% during the year.
In spite of conducive market environment, sales of fertilizers in the country increased marginally by 2%. Surprisingly, sales of Urea
remained in line with last Financial Year. Consumption of DAP increased by 4% & that of NPKs by 10% largely driven by APS. Sales
of MOP increased by 1% whereas SSP registered a decline of 9%.
Business Performance of GSFC: FY-2023-24:
Company registered fertilizer sales of 19.09 LMT during the year under review in line with availabilities built up during the year. Sales
is higher by 6% as compared to FY 2022-23 (18.01 LMT). Achieved higher Sales of Phosphatic fertilizers made available through
BU, SU & Imports (7.57 LMT) in past 3 years.
During the year, imports of DAP made through two vessels to the tune of 1.03 Lakh MT has been handled, dispatched and sold in a
record period of less than 30 days. Besides achieving 100% sales of Imported DAP to the channels, the Company also ensured its
timely PoS by close of Financial year.
As a part of broader strategies to penetrate in secondary markets like UP and Bihar, the Company introduced coloured variant of
APS from our Sikka Unit. Contribution of secondary markets increased to 27% from 22% in aggregate fertilizer sales of GSFC.
Consistently monitored the status of un-cleared PoS stocks across the states & followed with the team on regular basis so as to
enable us in receiving admissible subsidies in time and Registered PoS sales to the tune of 18.87 LMT, higher by 9% over FY 2022-
23.
Your Company effectively controlled the physical inventories of fertilizers at plant, P-port & field warehouses and maintained consistent
follow-up with our team as well as with the dealers to ensure timely recovery of sales proceeds ingover dues substantially during the
year.
Future Outlook for Fertilizer Industry:
Higher MSP, better farm out prices coupled with better crop production may prompt farmers for reasonable spending on farm inputs
like fertilizers and seeds. IMD, in its pre-monsoon forecast, has predicted “Above Normal” rainfall with 106% Long Period Average
(LPA) promises for bright prospects for fertilizer industry in Kharif’24.
DoF declared NBS rates for H1-FY 23/24 before 1st April 2024 targeting enough availabilities for the ensuing Kharif season, however
the NBS rates were not encouraging enough to prompt fertilizer industry to procure material in advance. NBS subsidy on DAP, the
most popular fertilizer after Urea was reduced further by 4% taking Industry back to square one.
Global Prices of key raw material and finished fertilizer are diffusing gradually. Prices of imported DAP have reduced considerably
from the highs of USD 595 PMT reported in Feb-Mar’24, offering support to Indian fertilizer industry going forward.
Russia-Ukraine War, Middle East and Red Sea crisis continue to impact fertilizer industry. Strong rumours of relaxation in China’s
export policy may help to improve Global availability of fertilizer and diffuse prices further.
Country began the year with comfortable stock position in Urea, NPKs, MOP & SSP baring DAP. In case of DAP, the stock situation
is likely to aggravate further once demand picks up from May. Non-viability in DAP has prompted fertilizer companies to produce/
import more of NPKs especially APS, has created an oversupply situation in the market. Govt. is likely to be utmost vigilant for
building adequate buffer stocks especially that of DAP during the first quarter and assign company wise targets DAP to be supplied
in Kharif, either through Production or Imports. Non-DAP products like AS /APS continues to face supply pressure on account of
current high inventories & suppliers may be constrained to offer long credit & heavy discounts on sales.
Significant increase in Urea production achieved through revival of the old plants will extend great relief to Govt. for its imports. As
followed during FY 2023-24, GoI may proportionately curtail Urea imports further in FY 2024-25.
Selling prices of fertilizers are unlikely to get increased, at least in Kharif’24 season.
INDUSTRIAL PRODUCT SCENARIO:
Globally, major central banks anticipate the relaxing of monetary policy sooner and are confident that inflation is largely under
control. Although the global economy has slowed, the outlook is more optimistic than anticipated. But new problems have surfaced
recently. The Russia-Ukraine conflict continues, there are two new wars and arising crisis in the Middle East, tensions between the
world’s two largest economies remain significant, and patterns of trade and cross-border investment are shifting.
Despite ongoing uncertainty and challenges, India was able to sail ahead while building its ship. India’s concentration on using
technology to accumulate and disseminate tacit knowledge, building high-end manufacturing capacity, and enhancing competitiveness
through exports served as the three crucial catalysts that accelerated its growth trajectory and strengthened its economic fundamentals
over the last decade.
The GDP growth forecast for FY 2023-24 was raised upward from 7.3% to 7.6% in the second advance estimates, underscoring the
Indian economy’s persistent resilience. Various agencies echoed similar sentiments revising the growth estimates of India during the
fiscal year closer to 8%. India’s foreign currency reserves reached an all-time high of $645.6 billion on March 29’ 2024. The current
account deficit (CAD) fell to 1.2% of GDP in the December quarter of 2023. Positive foreign direct investment (FDI) and foreign
portfolio investment (FPI) flows kept the balance of payments (BoP) in surplus.
The RBI’s monetary policy has kept the policy repo rate under the liquidity adjustment facility (LAF) unchanged at 6.50%. Manufacturing
is anticipated to retain its pace as profit margins remain stable. Services activity is expected to increase above the pre-pandemic
level. Private consumption should increase as rural activity improves and urban demand remains constant. According to the Reserve
Bank’s consumer survey, urban families are likely to increase their discretionary spending due to increasing income levels, which
bodes well for private consumption growth. Fixed investment prospects remain favourable, with business confidence, strong corporate
& bank balance sheets, solid government capital spending, and signs of an upturn in the private capital expenditure cycle.
The company intends to commence production of Hydroxylamine Sulphate Crystal from its new plant having rated capacity of 20
MTPD during second half of the current FY 2024-25. This increased capacity would help company to gain a larger market share by
substituting imports. The company has also planned capacity addition in Phosphoric Acid & Sulphuric Acid Plants at Sikka Unit, and
10 MW Electrolyser based Green Hydrogen are progressing as per schedule. The company is targeting to set up chemical complex
at Dahej location for manufacturing various products to substitute imports for future growth in chemical segment.
The sales of Industrial products have been impacted during FY 2023-24 in terms of value as the international prices decreased by
20% on a year-over-year basis for Melamine, 14% for Caprolactam, and 12% for Nylon 6 chips, respectively. However, owing to its
concentrated strategy and providing of a product mix of diverse grades, the segment was able to reach its ever highest sales volume
of Nylon-6 chips. The Industrial Products segment’s margin remained under pressure during FY 2023-24 due to elevated raw
material prices such as benzene and natural gas, which had a negative influence on its profitability.
RAW MATERIAL PRICES:
The international prices of raw materials had decreased during FY 2023-24 as compared to 2022-23.
The average CFR prices of Phosphoric Acid (PA – P2O5) which was USD 1368 per ton P2O5 during FY 2022-23 went down to USD
947 (-31%) per ton P2O5 during FY 2023-24. As on 31/03/2024, the price of PA was USD 968 per ton P2O5.
The average prices of Ammonia decreased during FY 2023-24 as compared to 2022–23. The average CFR prices of Ammonia
during 2022-23 was USD 904. It decreased to USD 372 (-59%) per ton during 2023-24. As on 31/03/2024, the price of Ammonia was
USD 316 per ton.
The average CFR price of Rock Phosphate, which is mainly derived from price of Phosphoric Acid, decreased in FY 2023-24 as
compared to FY 2022-23. The average CFR price of Rock Phosphate during FY 2022-23 was USD 229 per ton. It decreased to USD
150 (-34%) per ton during FY 2023-24. As on 31/03/2024, the price of Rock Phosphate was USD 149 per ton.
The average CFR price of Sulphur decreased during 2023-24 as compared to FY 2022-23. The average CFR price of Sulphur during
FY 2022-23 was USD 271.70 per ton. It went down to USD 110.74 (- 59 %) per ton during 2023-24. As on 31/03/2023, the price of
Sulphur was USD 96.35 per ton.
The price of Benzene decreased during FY 2023-24 as compared to FY 2022-23. The average CFR price of Benzene during FY
2022-23 was USD 1066.08 per ton, which decreased to USD 947.20 (- 11 %) per ton during FY 2023-24. As on 31/03/2023, the price
of Benzene was USD 1063.88 per ton.
Average price of Raw Material products ($ / MT):
Product 2022-23 2023-24 % Increase / Decrease Prices as on 31/03/2023
Phos. Acid (C & F), P2O5 1368 947 (-)31 968
Ammonia (C & F) 904 372 (-)59 316
Rock Phosphate (C & F) 229 150 (-)34 149
Sulphur (C & F) 271.70 110.74 (-) 59 96.35
Benzene (C & F) 1066.08 947.20 (-) 11 1063.88
FINANCIAL PERFORMANCE OF THE COMPANY DURING FY 2023-24:
that proper recording of such transaction takes place and no unscrupulous elements get into the system. The Company uses the
SAP platform where-in the roles, responsibilities and authorities are well defined and no deviation is allowed without management
approval.
TEN YEARS PRODUCT PERFORMANCE RECORD:
The last 10 years’ Product-wise performance years is given below:
PARTICULARS Unit 2023-24 2022-23 2021-22 2020-21 2019-20 2018-19 2017-18 2016-17 2015-16 2014-15
PRODUCTION
FERTILIZERS MT 1432315 1389458 1461910 1908828 1665824 1733957 1678958 1507911 1491741 1385857
Ammonium Sulphate MT 395235 500246 503100 487250 445630 374720 372330 337370 334030 318680
Ammonium Sulphate
Phosphate MT 325980 300380 251330 268730 267140 291940 282360 313860 328430 337930
Di-Ammonium Phosphate MT 261130 193810 307880 565790 484720 459090 503830 411850 370200 314600
NPK MT 69600 20550 28870 208730 128120 193150 154220 38340 47650 15460
UREA MT 377410 371070 362826 370700 332705 405360 361181 406571 411431 399187
CAPROLACTAM MT 84009 87198 86639 81927 83134 91479 86662 86191 86297 89918
NYLON-6 MT 27291 26794 25623 24455 24296 23887 20215 17421 9885 9400
MELAMINE MT 43500 47756 52847 38732 29215 14161 15188 14886 15697 14284
ARGON ‘000NM3 3369 3564 3294 3325 3116 3574 3319 3549 3581 3611
SALES
FERTILIZERS* MT 1440694 1377337 1504194 1945122 1682171 1598428 1604222 1412044 1434684 1320471
Ammonium Sulphate MT 402892 475917 523891 497430 441335 385952 360555 308214 329778 315926
Ammonium Sulphate PhosphateMT 327284 279885 264959 299160 249482 293115 262134 299025 290107 334072
Di-Ammonium Phosphate MT 257859 230822 297765 563510 524410 399309 500999 417820 368874 302666
NPK MT 69126 20579 46431 214999 141409 184270 130194 35024 46558 14628
UREA MT 383534 370134 371148 361049 325536 366763 313448 360879 355402 353058
CAPROLACTAM* MT 59684 57402 60359 58170 58764 65596 63217 63101 66483 68901
NYLON-6 MT 32545 29187 27644 28150 23752 25311 22569 13697 9999 9701
MELAMINE MT 47448 48487 48452 40173 26234 13953 15298 15341 15096 14283
ARGON ‘000NM3 3389 3545 3292 3349 3099 3563 3317 3546 3599 3622
*excluding captive consumption
RISK MANAGEMENT:
Changes in Government policy, currency risk, fluctuation in input prices, increase in NG prices, insufficient availability of natural gas
and raw material in the international market have an impact on Company’s profitability.
Market may experience frequent changes in the price of domestic Phosphatic Fertilizers depending upon the cost of production of
the manufacturers. Further, the resistance from farming community has impacted demand. With sharp increase in NG price, prices
of Phosphatic fertilizers would go up. In the current scenario, good and widely distributed rainfall, smooth & comparatively cheaper
availability of raw materials and timely reimbursement of subsidy by the Govt. of India have been the key catalysts for the Company
to sustain its operations profitably.
In the above likely scenario, the Company is focusing on the efficiency improvement with higher production levels,
efficiencies in raw material procurement, increased availability through imports, reduction in marketing & distribution
costs, production of various complex grade fertilizers at Sikka and proper product/ segment strategies to maximize the
sales to achieve better contribution from its product basket.
To control the financial risks associated with the Foreign Exchange/ Currency rate movements and their impact on raw material
prices, the Company has put in place a sophisticated Foreign Exchange Risk Management System. Further the Company has put in
–place a digital risk management portal under which each identified risk is categorized, monitored and mitigation procedures are
devised and implemented so as to minimise them (risks).
RESEARCH AND PROMOTIONAL ACTIVITIES:
The company has a well-established DSIR approved Research Center established in 1974 at Vadodara complex. A dedicated team
of young scientists is diligently engaged in driving innovation and enhancing products, processes, and technologies to align with
industry needs and surpass customer expectations. With a diverse range of expertise, the team works on conceptualization of
emerging ideas across various sectors, including fertilizers, industrial products, biotechnology, waste utilization, and corrosion &
metallurgy. Furthermore, our R&D facilities at the Vadodara Unit incorporate a demonstration pilot plant, instrumental in validating
and optimizing parameters for scaling up novel processes developed at the laboratory level. It also facilitates the manufacturing of
new products in small quantities for initial market seeding efforts.
It is widely acknowledged that optimal crop growth necessitates the availability of adequate nutrients within both the soil and root
systems. However, the prolonged utilization of phosphatic fertilizers has resulted in significant alterations to soil conditions and
chemistry. Therefore, it is imperative to consider a partial transition towards NPK complex fertilizers in addition to conventional DAP
formulations. These innovative fertilizers offer a more sustainable solution by providing a balanced combination of essential plant
nutrients (Nitrogen, Phosphorus, Potassium) in ratios tailored to specific crop requirements and local soil conditions. Our R&D
department is conducting extensive research to develop processes for new grades of customized NPK complex fertilizers. These
formulations offer the flexibility to modify nutrient ratios according to the specific requirements of crops and prevailing soil conditions.
Furthermore, there are plans to implement these processes at our Sikka unit by introducing new grades of NPK complex fertilizers
in near future.
To support marketing-IP initiatives of expanding the customer base for Caprolactam and promoting the MSME sector, our R&D team
is providing training and demonstrations on the process for producing Cast Nylon for engineering components. Cast Nylon components
can be a viable substitute for metal parts in many household applications. R&D’s support extends to guiding potential manufacturers
on selecting appropriate raw materials, processes, and machinery to ensure successful integration of Cast Nylon production into
their operations.
The Research and Development (R&D) department of our company plays a pivotal role not only in advancing new product and
process development but also in delivering essential expertise & services crucial for the seamless operation of our plants. These
expertise & services encompass a wide spectrum, including heat treatment, welding, repair procedure, import substitution, material
selection, erosion and corrosion monitoring. Throughout the year, R&D team conducted 12 Root Cause Failure Analysis (RCFA)
investigations and assessed over 163 critical equipment locations to evaluate potential damage and monitor material degradation
under high temperature and stress conditions. These efforts have yielded significant direct and indirect benefits for the organization,
ranging from enhanced material selection and reduced downtime to improved repair practices and extended service life of equipment.
GSFC AGROTECH LIMITED (GATL)
GSFC AgroTech Ltd., a wholly owned subsidiary of GSFC was established in the year 2012 with the aim of strengthening agri retail
business and at the same time diversify into plant nutrient segment (Non-Bulk), which has a growing market potential in India. GATL
through its wide spread retail network offering single stop solution to the farmers by providing reliable Agri-products at reasonable
prices and promoting extension services either directly or in association with Government.
GATL manages 270 retail outlets across the state of Gujarat and 14 in Rajasthan in a COCO model. All such outlets are manned by
trained Agriculture Graduates / Post Graduates. Besides having full range of chemical fertilizers GATL outlets are supplying host of
new generation agro inputs comprising of Bio stimulants, Organic fertilizers, Bio-fertilizers, Micronutrients, Soil conditioners, Liquid
Fertilizers, Agro-chemicals, improved Seeds etc., which have a growing market potential.
We consider farmer as our partner and are committed to providing an assured supply of a comprehensive range of agri-inputs of Bulk
& Non-Bulk agri-inputs to our customers. We have thus collaborated with various leading agri-input companies such as National
Seed Corporation, Coromandel International, Indian Potash Limited, and Chambal Fertilisers and Chemicals Limited, Mahadhan
Agri-Tech Ltd etc. to ensure the all-round availability of multi brand products at our retail outlets.
GATL network provides a solid platform to maintain last-mile connectivity with the farmers, facilitate keeping brand visibility in the
field, faster mode of DBT compliance and thereby subsidy realization, new product launch etc.
Product innovation is yet another endeavor at GATL. Keeping in view the best interest of the farmer, soil and environment, we are
continuously involved in development and launch of newer products and variants.
With a commitment to serve the farmers most effectively, GATL is in constant touch with the latest technology and innovations in the
field of agriculture. State-of-the-art Tissue Culture lab which is certified by DBT (Department of Biotechnology, Government of India)
has already developed tissue culture protocols for over 10 varieties of fruits, flowers and commercial crops. GATL is also providing
a package of agronomical services to the Micro Irrigation Company of Government of Gujarat, M/s GGRC Ltd. GATL has also
established itself as a trusted implementation partner with various departments of Government of Gujarat for its farmer welfare
schemes launched from time to time.
SAFETY, HEALTH AND ENVIRONMENT:
Safety Management system and Process Safety Management both areas have been strengthened by enhancing control measures
during the time period under discussion.
Safety Control has been scaled up by way of additional supervision particularly on contract workers, visitors and vendors. Site safety
inspections have been enhanced. Safety checklists have been revisited, revised and updated. Need based hazard and Operability
study has been conducted.
External Safety Audit has been conducted in GSFC Vadodara Unit comprising all plants and departments. Onsite Emergency plan
has been updated as per the need of the Management of Change.
Shut down and start-ups have been concluded safely during the period under consideration. Tool box talk, Pep talks etc have been
suitably increased. Safety trainings to employees, contractors and visitors have been intensified. Fire prevention and Emergency
management has been constantly upgraded.
Bronto make Snorkel F54 HDT has been procured and trainings have been imparted to Officers and Staff.
Emergency Control Centre (ECC) has been functional round the clock and is stationed in R&D building. The operational manpower
of ECC has been outsourced. Trainings to employees and Contract workers on Safety and Fire prevention have been a regular
phenomenon that has attracted more than Ten thousand participants.
The safety initiatives and increased surveillance with greater imposition of Control have shown the impact and GSFC Vadodara has
bagged national level award as follows.
1. Awarded WSO Four Star Gold award in August 2023; the felicitation program of which was held in Chennai.
2. Responsible Care (RC) is the global chemical industry’s voluntary initiative to drive continuous improvement in safe chemicals
management and achieve excellence in environmental, health, safety and security performance. Responsible Care Logo is
awarded to chemical industries by Indian Chemical Council (ICC), Mumbai. GSFC has been granted RC Logo Certification for
second consecutive term for next 3 years from January 2023 to December 2025.
HUMAN RESOURCES:
Shareholders are requested to refer to point 38 on page no.31 of the Directors Report which forms part of the Annual Report.
Sd/-
Place : Vadodara Raj Kumar, IAS
Date : 28/08/2024 Chairman
(DIN: 00294527)
CAUTIONARY STATEMENT:
Some of the statements made in this “Management Discussion & Analysis Report” regarding the economic and financial conditions
and the results of operations of the Company, the Company’s objectives, expectations and predictions may be futuristic within the
meaning of applicable laws/regulations. These statements are based on assumptions and expectations of events that may or may
not materialize in the future.
The Company does not guarantee that the assumptions and expectations are accurate and/or will materialize. The Company does
not assume responsibility to publicly amend, modify or revise the statements made therein nor does it assume any liability for them.
Actual performance may vary substantially from those expressed in the foregoing statements. The investors’ are, therefore, cautioned
and are requested to take considered decisions with respect to these matters.
Data sources : Websites of (1) Ministry of Finance, Department of Economic Affairs, (2) Ministry of Fertilizers & Chemicals,
Department of Fertilizers, Govt. of India, (3) Central Statistical Bulletin, (4) FAI, New Delhi, (5) Economic Survey- 2023-24, (6)
Fertilizer Market Bulletins and (7) Ministry of Agriculture & Farmers’ Welfare, GoI. (7) Union Budget 2024-25 (8) India Meteorological
Department (IMD), Government of India.
1 THE PHILOSOPHY
Corporate governance is about commitment to values and ethical business conduct by an organization. This includes its corporate
and other structures, its culture, policies and the manner in which it deals with various stakeholders. Timely and accurate disclosure
of information regarding the financial position, performance, ownership and governance of the company is an integral part of corporate
governance. This enhances public understanding of the structure, activities and policies of an organization. Consequently, the
organization is able to attract and retain investors and enhance their trust and confidence.
We believe that sound corporate governance practices are critical for enhancing investors' trust and seek to attain business goals
with integrity. Our Board of Directors ("Board") exercises its fiduciary responsibilities in the real sense of the term. Our disclosures
strive to attain the best practices followed. We also endeavor to enhance Stakeholders' value and respect minority rights in all our
business decisions with a long term perspective.
Our corporate governance analogy has its roots in the following canons:
1. Satisfying the spirit of law and not just the letter of law.
2. Transparency and maintenance of a high degree of disclosure levels.
3. Make a clear distinction between personal conveniences and corporate resources.
4. Communicating effectively, in a truthful manner, about how the Company is run internally.
5. Comply with the Law of Land.
6. Having a simple and transparent corporate structure driven solely by business needs.
7. Firm belief that Management is the trustee of the shareholders' capital and not the owner.
The Board is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term
interests of all our Stakeholders. We believe that an active, well-informed and independent Board is imperative for ensuring highest
standards of corporate governance.
The Company is having an appropriately constituted Board, with each Director bringing in key expertise in their respective professional
arena. The Chairman of the Company is a Non-Executive Director and half of the Board consists of Independent Directors. In fact,
the Board of GSFC comprises of entirely non-executive Directors except the Managing Director (MD), who is an Executive Director.
There is a proactive flow of information to the members of the Board and the Board Committees enabling discharge of fiduciary
duties effectively. The Company has full-fledged systems and processes in place for internal controls on all operations, risk management
and financial reporting. Providing of a timely and accurate disclosure of all material, operational and financial information to the
stakeholders is a practice followed by the Company. The Company confirms to all the mandatory requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
All the Committees of the Board viz. Stakeholders' Relationship Committee, Finance-cum-Audit Committee, Corporate Social
Responsibility Committee, Nomination and Remuneration Committee, Risk Management Committee are constituted as per
requirements of law and have been functioning effectively.
The Company has Code of Conduct ("Code") for the Board of Directors and Senior Management Employees of the Company. The
Code emphasizes on ensuring honesty and integrity in all the transactions concerning the Company without any conflict of interest,
prevention of insider trading, protection of assets, effective communication etc. The Code is also available on the website of the
Company at www.gsfclimited.com.
2 BOARD OF DIRECTORS
COMPOSITION AND CATEGORY OF DIRECTORS :
The composition of the Board of Directors during the year ended 31st March 2024 and till the date of this report is tabulated
below:
Sr. Name of Directors Category
No.
1 Shri Raj Kumar, IAS Chairman (DIN:00294527) Nominee, Non- Executive, Non-Independent, Non-Rotational Director
2 Shri Kamal Dayani, IAS Managing Director (w. e. f. 01.02.2024) (DIN:05351774) Nominee, Executive, Non-Independent, Non-Rotational Director
3 Shri Mukesh Puri, IAS (Retd.) Managing Director (till 01.02.2024) (DIN: 03582870) Nominee, Executive, Non-Independent, Non-Rotational Director
4 Smt. Mamta Verma, IAS (till 01.08.2024) (DIN: 01854315) Non Executive, Non-Independent, Rotational Director
5 Shri J.P Gupta, IAS (till 05.08.2024) (DIN: 01952821) Non Executive, Non-Independent, Rotational Director
6 Shri Tapan Ray, IAS (Retd.) (DIN:00728682) Non Executive Independent, Non-Rotational Director
7 Prof. Ravindra Dholakia (DIN:00069396) Non Executive Independent, Non-Rotational Director
8 Smt. Gauri Kumar, IAS (Retd.) (DIN:01585999) Non Executive Independent, Non-Rotational Director
9 Dr. Sudhir Kumar Jain (DIN:03646016) Non Executive Independent, Non-Rotational Director
10 Shri S.J. Haider, IAS (DIN: 02879522) Non Executive, Non-Independent, Rotational Director
CHANGES IN COMPOSITION OF THE BOARD OF DIRECTORS BETWEEN 31ST MARCH, 2024 AND TILL THE DATE OF
REPORT:
Sr. no. Name of Director Change Remarks
1. Smt. Mamta Verma, IAS Resignation Resigned from the directorship of the Company with effect
from 1st August, 2024
2. Shri J.P. Gupta, IAS Resignation Resigned from the directorship of the Company with effect
from 5th August, 2024
3. Shri S.J. Haider, IAS Appointment as Appointed as Additional Director of the Company with effect
Additional Director from 13th August, 2024
BOARD MEETINGS
During the Financial Year 2023-24, five meetings of the Board of Directors of the Company were held. Attendance at the
meetings is detailed below:
Sr. No. Dates of Board meeting Board strength No. of Directors present
1. 25-05-2023 8 7
2. 08-08-2023 8 6
3. 07-11-2023 8 6
4. 06-02-2024 8 7
5. 18-03-2024 8 7
27-03-2024 (adjourned) 8 8
Note: The gap between the two board meetings never exceeded 120 days.
The details relating to the names and categories of the Directors on the Board, their attendance during FY 2023-24 at the
Board Meetings and the 61st Annual General Meeting, their Chairmanship / Membership in the Committees of other Companies
are given below:
Sr. Name Category No. of Equity No. of Attendance No. of other No. of Committees
No. shares of the Meetings at the last Directorships/ in which Chairman/
Company held attended@ AGM Memberships Member (Including
GSFC Ltd.)
Chairman(*) Member(*)
1 Shri Raj Kumar, IAS Nominee Director, 0 6 Yes 7 2 0
Chairman Non-Executive Director
2 Shri Kamal Chandanlal Nominee Director, 0 3 NA $ 3 0 1
Dayani, IAS Executive Director
Managing Director
3 Shri Mukesh Gulshanrai Nominee Director, 0 3 Yes 5 - 1
Puri, IAS (Retd.) Executive Director
Managing Director
4 Smt. Mamta Verma, IAS Non Executive, 0 3 Yes 9 - -
Non Independent
5 Shri Jagdish Prasad Non Executive, 0 5 Yes 9 - 1
Gupta, IAS Non Independent
6 Shri Tapan Ray Non-Executive, 0 6 Yes 6 2 4
IAS (Retd.) Independent Director
7 Prof. Ravindra Harshadrai Non-Executive, 0 6 Yes 6 3 5
Dholakia Independent Director
8 Smt. Gauri Kumar Non-Executive, 0 5 No 5 1 3
IAS (Retd.) Independent Director
9 Dr. Sudhir Kumar Jain Non-Executive, 0 4 No 5 2 5
Independent Director
Notes: (i) None of the Directors are inter se related to any other Director.
(ii) None of the Directors have any business relationship with the Company.
(iii) None of the Directors received any loans and advances from the Company during the year.
(iv) The Company has not issued any convertible instruments during the year
@ Includes adjourned meeting.
$ Shri Kamal Dayani, IAS assumed directorship of the Company w.e.f 01/02/2024 and has attended all meetings after his appointment.
* In accordance with Clause 26 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, Membership /
Chairmanship of only the Audit Committee and Stakeholders Relationship Committee of all Public Limited Companies including
GSFC as on 31st March 2024 have been considered.
All Directors including independent directors meet with the requirements pertaining to the number of Directorships of companies
as well as membership/ chairmanship of the Board level Committees.
None of the Directors is a member in more than ten committees or is a chairperson in more than five committees, across all
companies in which he / she is a Director.
Details of Directorship in other Listed Entities as on 31st March, 2024.
Name of Director Names of Listed Entity Category
Shri Raj Kumar, IAS Gujarat Narmada Valley Fertilizers & Chemicals Ltd. Non-executive & Chairman
Gujarat State Petronet Limited Executive, Chairman &
Managing Director
Gujarat Gas Limited Non-executive & Chairman
Shri Kamal Chandanlal Gujarat Narmada Valley Fertilizers & Non-executive, Non-Independent
Dayani, IAS Chemicals Ltd.
Shri Jagdish Prasad Gujarat Alkalies & Chemicals Limited Non-executive, Non-Independent
Gupta, IAS Gujarat Gas Limited
Gujarat Narmada Valley Fertilizers &
Chemicals Ltd.
Smt. Mamta Verma, IAS Torrent Power Ltd. Non-executive, Non-Independent
Gujarat Narmada Valley Fertilizers &
Chemicals Ltd.
Gujarat Gas Limited
Gujarat State Petronet Limited
Shri Tapan Ray, IAS Gujarat State Petronet Ltd. Non-executive, Independent
(Retd.) CMS Info Systems Limited
Prof. Ravindra Harshadrai Adani Energy Solutions Limited Non-executive, Independent
Dholakia Gujarat Industries Power Company Limited
Dr. Sudhir Kumar Jain Gujarat State Petronet Limited Non-executive, Independent
Smt. Gauri Kumar, Gujarat Mineral Development Corporation Limited Non-executive, Independent
IAS (Retd.) Gujarat Narmada Valley Fertilizers &
Chemicals Limited
TVS Supply Chain Solutions Limited
In terms of the requirements of the Listing Regulations, the Board has identified the core skills / expertise / competencies
of the Board in the context of the Company's business for effective functioning and as available with the Board. The
Directors mapped against identified core skills / expertise / competencies is given below:
Sr. Name of Director Financial Governance Corporate Business General
no. Management Practices Practices Strategy Management
1 Shri Raj Kumar, IAS
2 Shri Kamal Chandanlal Dayani, IAS
3 Smt. Mamta Verma, IAS#
4 Shri Jagdish Prasad Gupta, IAS#
5 Shri Tapan Ray, IAS (Retd.)
6 Prof. Ravindra Harshadrai Dholakia
7 Dr. Sudhir Kumar Jain
8 Smt. Gauri Kumar, IAS (Retd.)
9 Shri S J Haider, IAS*
# Smt. Mamta Verma, IAS and Shri J.P. Gupta, IAS have resigned as directors of the Company with effect from 01/08/
2024 and 05/08/2024, respectively.
* Shri S. J. Haider, IAS has been appointed as Director w.e.f. 13/08/2024.
Apart from the matters that require mandatory Board approval, following matters are also put up for information to the Board:
1. Review of outstanding / overdues
2. Delegation of authority for operational matters.
3. Review and updating of policies.
A quarterly Certificate of Compliance with all the applicable laws to the Company is placed before the Board at its every
quarterly meeting.
Directors & Officers Insurance Policy
In terms of Regulation 25(10) of the Listing Regulations, the Company has in place a Directors & Officers insurance Policy for
such quantum and risk coverage, as determined by the Board of Directors.
MANAGERIAL REMUNERATION
Remuneration to the Non-executive Directors
During the year under review, all the Directors (except Managing Director - Executive Director) were paid sitting fees of `.
17,500 per meeting for attending Board/ Committee Meetings and no commission/ share of profit is paid to them.
The details of sitting fees paid to them for attending Board/ Committee Meetings during the year under review are as follows:
(Amount in Rupees)
Sr. No. Name Sitting Fees
1 Shri Raj Kumar, IAS *1,05,000
2 Shri Tapan Ray, IAS (Retd.) 3,15,000
3 Prof. Ravindra Harshadrai Dholakia 2,80,000
4 Smt. Gauri Kumar, IAS (Retd.) 2,80,000
5 Dr. Sudhir Kumar Jain 1,57,500
6 Smt. Mamta Verma, IAS *52,500
7 Shri Jagdish Prasad Gupta, IAS *1,92,500
Total 13,82,500
* Deposited in the Govt. treasury.
Remuneration to the Executive Director - Managing Director:
The Managing Director of the Company is nominated by the Government of Gujarat, who is a Senior Officer of Indian
Administrative Service (IAS Cadre). He is being paid the remuneration applicable to his scale in the Government in line with the
terms & conditions prescribed by the Govt. of Gujarat. The Managing Director is not paid any remuneration by the Company.
Remuneration to the Whole Time Director and other Non-Executive Directors of the Company, if any, is decided by the Board
upon recommendation by the Nomination & Remuneration Committee.
There was no remuneration paid to the Managing Directors during the financial year 2023-24:
Name of MD Salary & Perquisites
Shri Mukesh Puri, IAS (Managing Director till 01/02/2024) Nil
Shri Kamal Dayani , IAS (Managing Director w.e.f 01/02/2024) Nil
The Company currently does not have any Stock Option Plan in place.
All the Directors have been reimbursed expenses, if any, incurred by them in discharge of their duties. There are no payments
made to a Director in his individual capacity or to his relatives. None of the Directors have any material pecuniary relationship
or transactions with the Company, its promoters, its Directors, its senior management or its holding Company, its subsidiaries
and associates which may affect their independence. The Company has not entered into any materially significant transaction
with Promoters, Directors or their relatives or its management or subsidiary that may have potential conflict with the interests
of the Company.
3 COMMITTEES OF THE BOARD:
i. FINANCE - CUM - AUDIT COMMITTEE:
The Finance-cum-Audit Committee ("FA Committee") comprises following directors as its members:
i. Prof. Ravindra Harshadrai Dholakia, Chairman
ii. Smt. Gauri Kumar, IAS (Retd.)
iii. Shri Tapan Ray, IAS (Retd.)
iv. Shri Jagdish Prasad Gupta, IAS (till 05/08/2024)
Three out of four members are Independent and Non-Executive Directors. They have wide knowledge and experience in the
field of Corporate Finance and Accounts. The Committee is governed by a charter which is in line with the regulatory requirements
rupees 100 Crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/
investments.
27. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders.
During the Financial Year 2023-24, five meetings of Finance-cum-Audit Committee were held as follows:
Sr. No. Dates of meeting
1. 23-05-2023
2. 07-08-2023
3. 06-11-2023
4. 06-02-2024
5. 16-03-2024
The Composition of the Finance-cum-Audit Committee and the attendance details are as under:
Sr. Name of the Member Category No. of meetings No. of
No. held during the meetings
tenure of Directors attended
1 Prof. Ravindra Harshadrai Dholakia Independent, Non-Executive 5 5
(Chairman of the Committee)
2 Smt. Gauri Kumar, IAS (Retd.) Independent, Non-Executive 5 5
3 Shri Jagdish Prasad Gupta, IAS Non-Independent, Non-Executive 5 4
4 Shri Tapan Ray, IAS (Retd.) Independent, Non-Executive 5 5
The Finance-cum-Audit Committee meetings are usually attended by the Head of Finance Dept. and Managing Director is also
invited to attend the meetings as a Special Invitee. Representatives of Internal Auditors, Statutory Auditors, Cost Auditors and
Branch Auditors are invited to attend the meetings as and when required. The Company Secretary acts as Secretary to the
Committee.
Prof. Ravindra Dholakia, Chairman of the Finance-cum-Audit Committee remained present at the last i.e. 61st Annual General
Meeting held on 22.09.2023.
ii. STAKEHOLDERS' RELATIONSHIP COMMITTEE
Pursuant to provisions of Section 178(5) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015 ("Listing Regulations"), the Company has a Stakeholders Relationship Committee of the Board. The Committee
comprises following Directors as its members:
i. Dr. Sudhir Kumar Jain - Chairman
ii. Shri Tapan Ray, IAS (Retd.) - Member
iii. Shri Mukesh Puri, IAS (Retd.) Managing Director (till 01.02.2024)
iv. Shri Kamal Dayani, IAS (w.e.f. 01.02.2024).
The Company Secretary is the Compliance Officer for complying with requirements of Securities Laws and Listing Regulations
with Stock Exchanges. The Company Secretary acts as Secretary to the Committee.
During the FY 2023-24, one meeting of the Committee was held on 03-08-2023. The details of Committee members and their
attendance at the Committee meetings during the Financial Year 2023-24 are furnished below:
Sr. Name of the Members No. of meetings held during No. of Meetings
No the tenure of Directors Attended
shares of Rs. 2/- each and the Managing Director is authorized to process requests for more than 5,000 shares of Rs. 2/- each.
The report on various issues concerning the shareholders such as issue of share certificates, redressal of shareholders'
complaints etc. is reviewed by the Committee.
The jurisdiction/ terms of reference of the Committee encompass the following areas:
i. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of
shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general
meetings etc.
ii. Review of measures taken for effective exercise of voting rights by shareholders.
iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by
the Registrar & Share Transfer Agent.
iv. Review of the 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 by the shareholders of the Company.
All the shares received for Transmission/ Transposition etc. are processed and dispatched within the period not exceeding
fifteen days and a half-yearly Certificate from a Practicing Company Secretary to that effect is being obtained pursuant to
Listing Regulations.
The following table highlights the details of the complaints received during the F.Y. 2023-24 and their status as on date. It is
further reported that as on 31-03-2024, there are no outstanding complaints pertaining to and received during the F.Y. 2023-
24:
(a) No. of complaints received from Shareholders/ Investors during the financial year 2023-2024. 51
(b) No. of complaints not redressed to the satisfaction of shareholders / investors. Nil
(c) No. of applications received for transfers/ transmissions /transposition/deletion of shares during the financial
year 2023-24. (IEPF 904 Transmission cases) 1239
(d) No. of pending requests for share transfers, transmissions and transposition of shares as on 31-03-2024. Nil
As mandated by SEBI, the Quarterly Reconciliation of share capital Audit, highlighting the reconciliation of total admitted
capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) vis-a-vis
the total issued and listed capital, is being carried out by the Practicing Company Secretary. This audit confirms that the total
issued and paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized
shares held with the two depositories viz. the NSDL and CDSL.
As on 31st March, 2024 total 39,24,47,455 Equity Shares of Rs. 2/- each representing 98.49% of the total number of shares
representing paid-up share capital of the Company, were dematerialized.
iii. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Pursuant to provisions of Section 135 of the Act, Corporate Social Responsibility ("CSR") Committee of the Board consists of
following members as on the date of this report:
i. Shri Mukesh Puri, IAS (Retd.) - Chairman (till 01/02/2024);
ii. Shri Kamal Dayani, IAS - Chairman (w.e.f. 01/02/2024);
iii. Dr. Sudhir Jain - Member;
iv. Shri Tapan Ray, IAS (Retd.) - Member;
v. Shri J. P. Gupta, IAS - Member (till 05/08/2024)
During the year 2023-24, one meeting was held on 16/03/2024. The Company Secretary acts as Secretary to the Committee.
The details of CSR Activities in the prescribed format forms the part of Board's Report to shareholders.
iv. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations, the Company has a
Nomination and Remuneration Committee of the Board. The Committee comprises following directors as its members:
i. Smt. Gauri Kumar, IAS (Retd.) - Chairman;
ii. Dr. Sudhir Kumar Jain - Member;
iii. Shri Tapan Ray, IAS (Retd.) - Member;
iv. Smt. Mamta Verma, IAS (till 01/08/2024);
v. Shri S.J. Haider, IAS - Member (wef 13/08/2024);
The Managing Director attends may be present at the meetings as Special Invitee.
During the FY 2023-24, one meeting of the Committee was held on 04/11/2023. The Company Secretary acts as Secretary to
the Committee. The details of Committee members and their attendance at the Committee meeting during the Financial Year
2023-24 are furnished below:
Sr. Name of the Members No. of meetings held during No. of Meetings
No. the tenure of Directors Attended
1 Smt. Gauri Kumar, IAS (Retd.) 1 1
2 Dr. Sudhir Kumar Jain 1 1
3 Shri Tapan Ray, IAS (Retd.) 1 1
4 Smt. Mamta Verma, IAS 1 0
Besides having access to all required information within the Company, the Committee is empowered to investigate any activity
within its terms of reference, seek information from any employee, secure attendance of outsiders with relevant expertise, or
obtain legal or other professional advice from external sources, whenever required. The Committee acts as a link amongst the
Management and the Board of Directors.
The Committee acts in accordance with the terms of reference which, inter alia, include:
i. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend
to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees;
ii. Formulation of criteria for evaluation of Independent Directors and the Board;
iii. Devising a policy on Board diversity;
iv. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance
with the criteria laid down, and recommend to the Board their appointment and removal;
v. Evaluation of every Director's performance.
vi. Recommend to the board, all remuneration, in whatever form, payable to senior management.
The Policy on Nomination & Remuneration cum Board Diversity as approved is available at the website of the Company at
https://www.gsfclimited.com/companys-act-listing-agreement
Criteria for Nomination as per Nomination and Remuneration Policy:
The Committee follows the procedure mentioned below for appointment of Director, Independent Director, KMP and
Senior Management Personnel and recommend their appointments to the Board.
• The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience
of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the
Board his / her appointment.
• The Committee shall should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior
Management Personnel is not disqualified under the Act, rules made there under, Listing Agreement or any other
enactment for the time being in force.
• In case of the appointment of Independent Director, Independent Director should comply with the additional criteria
of independence as prescribed under the Act, rules framed there under and the Listing Agreement. For selection of
Independent Director, the Company may use the data bank containing names, addresses and qualifications of
persons who are eligible and willing to act as independent directors, maintained by anybody, institute or association,
as may be notified by the Central Government, having expertise in creation and maintenance of such data bank.
• The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure
laid down under the provisions of the Companies Act, 2013, rules made there under, Listing Agreement or any other
enactment for the time being in force.
I. REMUNERATION:
The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director, KMP and
Senior Management Personnel to the Board for their approval. The Committee shall ensure that:
• The level and composition of remuneration so determined shall be reasonable and sufficient to attract, retain and
motivate Directors, Key Managerial Personnel and Senior Management of the quality required to run the Company
successfully;
• The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
• Remuneration to Directors, KMP and Senior Management Personnel 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.
A. Managing Director/ Whole-time Director(s):
Besides the above criteria, the Remuneration/ compensation/ commission etc to be paid to Managing Director, Whole-
time Director(s) etc shall be governed as per provisions of the Act read with Schedule V and rules made there under or
a) Postal Ballot Notice Dated 29th March, 2023 - To appoint Shri Raj Kumar, IAS (DIN: 00294527) as a Chairman & Director of the
Company, not liable to retire by rotation (Ordinary Resolution);
Procedure adopted for Postal Ballot:
The Board of Directors had approved the appointment of Mr. Niraj Trivedi, Practicing Company Secretary to act as Scrutinizer
for conducting Postal Ballot process including scrutinizing the Remote E-voting process to be provided to the Shareholders to
cast their votes on the Resolutions proposed in the Postal Ballot Notice and also approved appointment of Central Depository
Services (India) Limited ("CDSL") for facilitating remote e-voting to enable the Shareholders to cast their votes electronically.
Pursuant to Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, ("the Act"), read with the
Companies (Management and Administration) Rules, 2014 ("Rules") and further read with General Circulars No. 14/2020
dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020 and other relevant circulars, including No.22/2020 dated
June 15, 2020; No. 33/2020 dated September 28, 2020; No.39/2020 dated December 31, 2020, No.10/2021 dated June 23,
2021, No.20/2021 dated December 8, 2021, No. 3/2022 dated May 5, 2022 and 11/2022 dated December, 28, 2022, issued by
the Ministry of Corporate Affairs ("MCA Circulars"); the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standard issued by the Institute of
Company Secretaries of India on General Meetings ("SS-2") and other applicable laws, Rules, Regulations (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time) ("applicable
laws"), the Postal Ballot Notice dated 29th March, 2023 ("the Notice") together with the Explanatory Statement seeking approval
of the Members of the Company for the aforementioned Resolution by way of Postal Ballot through remote e-voting was
dispatched and circulated on 12th April, 2023.
The Notice was submitted to the Stock Exchanges and uploaded on the websites of the Company and CDSL on 12th April,
2023. The Notice was sent to the Shareholders who already had their email address registered with the Company/ Depositories
and whose names appeared in the Register of Shareholders/List of Beneficial Owners as received from Depositories i.e.
National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL") as on Friday, 7th April,
2023 ("cut-off date").
Intimation regarding completion of dispatch of Postal Ballot through email and details of e-voting were published on 13th April,
2023 in Financial Express, All Edition (In English) and Loksatta Jansatta, Gujarat Edition (In Gujarati) newspapers. Electronic
voting (Remote e-Voting) by Members of the Company commenced on Friday, 14th April, 2023 (9:00 a.m. IST) and ended on
Saturday, 13th May, 2023 (5:00 p.m. IST). Shri Niraj Trivedi, Scrutinizer had carried out scrutiny of e-votes received up to
Saturday, 13th May, 2023 (5:00 p.m. IST), being the last day of e-voting for Postal Ballot voting and prepared a Scrutinizer's
Report on the basis of data / reports received by him. Thereafter, the Scrutinizer had submitted his Report dated 16th May,
2023. In accordance with Regulation 44 (3) of Listing Regulations, the Company submitted voting results for the Resolution
under the Postal Ballot Notice dated 29th March, 2023 in the prescribed format along with the Scrutinizer's Report dated 16th
May, 2023 to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited on 16th May, 2023, uploaded
the same on the websites of the Company and CDSL and also published on the Notice Board of the Company. The Resolutions
contained in the Notice dated 29th March, 2023 of the above Postal Ballot were approved by requisite majority of Members
through remote e-Voting.
Accordingly, the Resolutions were declared to be passed on 16th May, 2023. Details of Voting Patterns are provided below:
Sr. No. Resolutions No. & % votes No. & % No. of votes invalid/
in favour votes against abstained
1 To appoint Shri Raj Kumar, IAS (DIN: 00294527) 17,43,81,752 7,74,83,627 0
as a Chairman & Director of the Company, not liable (59.24%) (30.76%)
to retire by rotation (Ordinary Resolution)
b) Postal Ballot Notice Dated 18th March, 2024 - To appoint Shri Kamal Dayani, IAS (DIN: 05351774) as Managing Director of the
Company with effect from 1st February, 2024 (Ordinary Resolution);
Procedure adopted for Postal Ballot:
The Board of Directors had approved the appointment of Mr. Niraj Trivedi, Practicing Company Secretary to act as Scrutinizer
for conducting Postal Ballot process including scrutinizing the Remote E-voting process to be provided to the Shareholders to
cast their votes on the Resolutions proposed in the Postal Ballot Notice and also approved appointment of Central Depository
Services (India) Limited ("CDSL") for facilitating remote e-voting to enable the Shareholders to cast their votes electronically.
Pursuant to Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, ("the Act"), read with the
Companies (Management and Administration) Rules, 2014 ("Rules") and further read with General Circular No. 09/2023 dated
25th September, 2023 (in continuation to all other circulars issued earlier in this regard), and the SEBI circular no. SEBI/HO/
CFD/ CFD-PoD-2/P/CIR/2023/167 dated 7th October 2023, Secretarial Standard issued by the Institute of Company Secretaries
of India on General Meetings ("SS-2") and other applicable laws, Rules, Regulations (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force and as amended from time to time) ("applicable laws"), the Postal Ballot
Notice dated 18th March, 2024 ("the Notice") together with the Explanatory Statement seeking approval of the Members of the
Company for the aforementioned Resolution by way of Postal Ballot through remote e-voting was dispatched and circulated on
21st March, 2024. The Notice was submitted to the Stock Exchanges and uploaded on the websites of the Company and CDSL
on 21st March, 2024. The Notice was sent to the Shareholders who already had their email address registered with the
Company/ Depositories and whose names appeared in the Register of Shareholders/List of Beneficial Owners as received
from Depositories i.e. National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL")
as on Friday, March 15, 2024 ("cut-off date"). Intimation regarding completion of dispatch of Postal Ballot through email and
details of e-voting were published on March 22, 2024 in Business Standard, All Edition (In English) and Loksatta Jansatta, All
Gujarat Edition (In Gujarati) newspapers.
Electronic voting (Remote e-Voting) by Members of the Company commenced on Friday, March 22, 2024 (9:00 a.m. IST) and
ended on Saturday, April 20, 2024 (5:00 p.m. IST). Shri Niraj Trivedi, Scrutinizer had carried out scrutiny of e-votes received up
to Saturday, April 20, 2024 (5:00 p.m. IST), being the last day of e-voting for Postal Ballot voting and prepared a Scrutinizer's
Report on the basis of data / reports received by him. Thereafter, the Scrutinizer had submitted his Report dated April 22, 2024.
In accordance with Regulation 44 (3) of Listing Regulations, the Company submitted voting results for the Resolution under the
Postal Ballot Notice dated 18th March, 2024 in the prescribed format along with the Scrutinizer's Report dated April 22, 2024
to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited on April 22, 2024, uploaded the same
on the websites of the Company and CDSL and also published on the Notice Board of the Company. The Resolution contained
in the Notice dated 18th March, 2024 of the above Postal Ballot were approved by requisite majority of Members through
remote e-Voting. Accordingly, the Resolution was declared to be passed on 20th April, 2024.
Details of Voting Patterns are provided below:
Sr. No. Resolutions No. & % votes No. & % No. of votes invalid/
in favour votes against abstained
1 To appoint Shri Kamal Dayani, IAS (DIN: 05351774) 23,45,91,614 10,79,360 0
as Managing Director of the company with effect from (99.54%) (0.46%)
1st February, 2024 (Ordinary Resolution)
4 DISCLOSURES
(a) There are no materially significant related party transactions made by the Company with its Promoters, Directors, or
Management, their subsidiaries or relatives etc. which may have potential conflict with the interest of the Company at
large. An adequate disclosure regarding related party transactions is contained in the Annual Accounts of the Company
in Note No. 39 which forms a part of this Annual Report.
(b) There is no material Related Party Transaction to be reported in terms of Regulation 23 of the Listing Regulations and
hence there are no details to be disclosed in Form AOC-2. During the year under review, there were no material transactions
entered into with related parties, which may have had any potential conflict with the interests of the Company.
(c) There is no non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI
or any statutory authority on any matter related to capital markets, during the last three years.
(d) Vigil mechanism cum Whistle Blower Policy:
The Company has a vigil mechanism cum whistle blower policy to deal with instances of fraud and mismanagement, if
any. The said policy is placed on the website of the company at web link:
https://www.gsfclimited.com/companys-act-listing-agreement
There was no incident/ compliant received in this regard and no personnel has been denied access to the Finance-cum-
Audit Committee.
(e) The Company complies with all the mandatory requirements of the Regulation 17 to 27 & Clause (b) to (i) of Sub-
regulation (2) of Regulation 46 of Listing Regulations on Code of Corporate Governance. The Board of Directors has
approved the Code of Conduct and Ethics for the Directors and the Senior Management of the Company.
(f) Loans and Advances in the Nature of Loans to Firm/ Companies in which Directors are interested by name and amount:
Nil
(g) Disclosure of agreements mentioned under Clause 5A of paragraph A of Part A of Schedule III of Listing Regulations
binding on listed entities: NIL
5 CEO CERTIFICATION:
The Managing Director (CEO) of the Company has certified the compliance of Code of Conduct in respect of the Financial Year
2023-24 by the Board Members & Senior Management and the said certificate forms part of this report.
Statutory Compliance of all applicable Laws is being made by the Company and is reported to the Board in its every meeting.
Further in preparation of the financial statements, all those Accounting Standards that are applicable have been complied with
by the Company.
The Company has a policy in place for prevention of harassment at work place in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee is constituted to
redress complaints received and the Committee directly reports to the Managing Director. All employees (permanent, contractual,
temporary, trainees) are covered under the policy. One complaint was received during the year under review, which was
resolved and hence no complaint is pending as on 31.03.2024.
No of complaint received No of complaint pending No of complaint resolved
1 0 1
(f) Share Transfer System and Registrars & Share Transfer Agents of the Company:
The Registrar and Transfer Agent of the Company is Link Intime India Pvt. Ltd., located at Geetakunj, 1, Bhaktinagar Society,
Behind ABS Tower, Old Padra Road, Vadodara - 390 015.
In terms of Regulation 40(1) of the Listing Regulations, transfer of securities held in physical mode has been discontinued
w.e.f. 1st April, 2019. Accordingly, the transfer of securities would be carried out only in dematerialised form.
All requests for de-materialization / re-materialization of shares are processed and confirmation is sent to the depositories by
the Registrars & Share Transfer Agents of the Company generally within 10 days from the date of the receipt thereof.
(g) Distribution of Shareholding as on 31st March, 2024:
Pattern of Shareholding (Category wise):
Category No. of Shares % to Total Capital
Promoter: Gujarat State Investments Limited 15,07,99,905 37.84
Public Financial Institutions, Insurance Companies & Mutual Fund 1,74,90,283 4.39
Companies & Banks 9,02,12,853 22.64
Individuals, Co-operative Societies & Co-operative Banks 13,99,74,489 35.13
Total 39,84,77,530 100.00
Sub: Affirmation of compliance with the Code of Conduct by all Board Members &
Sr. Management of the Company for the Financial Year 2023-24.
Based on the confirmations received from Board Members & Members of Sr. Management of the Company, I hereby affirm that all
the Board Members & Members of Sr. Management of the Company have complied with the Code of Conduct as approved by the
Board of Directors of the Company for the Financial Year 2023-24.
Sd/-
Date : 11/07/2024 Shri Kamal Dayani
Place : Vadodara Managing Director
DIN : 05351774
Sd/-
Suresh Kumar Kabra
Partner
UDIN: A009711F001020556
Peer review Certificate No. 884/2020
Place : Vadodara
Date : 23rd August, 2024
PARTICULARS 2023-24 2022-23 2021-22 2020-21 2019-20 2018-19 2017-18 2016-17 2015-16 2014-15
GROSS INCOME 9308 11445 9178 7683 7730 8679 6404 5477 6326 5563
GROSS PROFIT 847 1750 1483 690 297 791 610 478 694 675
DEPRECIATION 183 182 178 176 170 125 119 103 97 101
EXCEPTIONAL ITEMS 0 0 0 0 0 0 0 - - -
PROFIT/(LOSS) BEFORE TAX 664 1568 1305 513 127 665 491 375 597 574
TAX 140 275 414 96 28 172 15 -45 188 173
PROFIT/(LOSS) AFTER TAX 524 1293 891 418 99 494 476 420 409 401
DIVIDEND 159.39 398.48 100 88 48 88 88 88 88 88
DIVIDEND TAX 0 0 0 0 0 18 18 18 18 18
AMOUNT PER SHARE (RUPEES)*
SALES 224 284 226 188 191 215 158 137 159 134
EARNING 13 32 22 10 2 12 12 11 10 10
CASH EARNING 18 34 29 17 7 17 14 11 12 13
EQUITY DIVIDEND 4 10 2.5 2.2 1.2 2.2 2.2 2.2 2.2 2.2
BOOK VALUE 316 300 293 229 171 182 182 165 122 112
MARKET PRICE:
HIGH 322 199 169 107 111 138 166 132 91 125
LOW 119 115 82 36 30 86 113 64 57 53
* Per share figures are based on face value of ` 2/- per share.
# Figure from 2015-16 are as per IND AS
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual Report (i.e. the Board’s Report and Annexure to Board’s Report, Business
Responsibility & Sustainability Report, Management Discussion and Analysis, Corporate Governance Report and
Shareholder’s Information) but does not include the standalone financial statements and our auditor’s report thereon.
The other information is expected to be made available to us after the date of this auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated.
When we read the Other Information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance as required under SA 720 (Revised) ‘The Auditor’s
Responsibilities Related to Other Information’.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act, as amended. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Statement Other Comprehensive Income,
the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement
with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended.
e) On the basis of the written representations received from the directors as on March 31, 2024 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being
appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure
B” to this report.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the managerial
remuneration has been paid/provided by the company to its directors during the year is in accordance with
provisions of Section 197 read with Schedule V of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements – Refer Note no 38 to the standalone financial statements;
ii. Provision has been made in the standalone financial statements, as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor’s Education
and Protection Fund by the company during the year.
iv. (a) The management has represented that, to the best of their knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
(b) The management has represented, that, to the best of their knowledge and belief, no funds
have been received by the company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that has been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material mis-statement.
v. The final dividend proposed in the previous year, declared and paid by the company during the year,
is in compliance with section 123 of the Act.
As stated in note 20 to the standalone financial statement, the Board of Directors of the Company has
proposed final dividend for the year which is subject to the approval of the members at the ensuing
Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the
Act, as applicable.
vi. Based on our examination, which included test checks, the company has used an accounting software
for maintaining its books of account which has a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered with.
As proviso to Rule 3(1) of the Companies(accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for record retention is not applicable for the financial year
ended March 31, 2024.
Sd/-
Tejal Parikh
Partner
Place : Gandhinagar Membership No. 109600
Date : May 21, 2024 UDIN : 24109600BKACFY3323
ANNEXURE “A” TO INDEPENDENT AUDITORS’ REPORT FOR THE PERIOD ENDED MARCH 2024
(Referred to in Paragraph 1 under the Heading of “Report on Other Legal and Regulatory Requirements”
section of our Report of even date)
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial
statements of the Company and taking into consideration the information and explanations given to us and the books
of accounts and other records examined by us in the normal course of audit, we report that:
(i) In respect of the Company’s Property, Plant & Equipment and Intangible Assets;
a) A) The Company has maintained proper records showing full particulars, including quantitative details
and situation of Property, Plant & Equipment, Capital Work in Progress and relevant details of Right-
of-Use Assets.
B) The Company has maintained proper records showing full particulars, of Intangible Assets.
b) The Company has a programme of physical verification to cover all the items of Property, Plant & Equipment
in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the
nature of its assets. Pursuant to the program, certain Property, Plant & Equipment were physically verified
by the management during the year and no material discrepancies were noticed on such verification.
c) Based on our verification of the documents provided to us and according to the information and explanation
given by the management, the title deeds of all immovable properties (other than those that have been
taken on lease) disclosed in the standalone financial statements are held in the name of the Company as at
the balance sheet date. In respect of immovable properties that have been taken on lease and disclosed in
the standalone financial statements as at the balance sheet date, the lease agreements are duly executed
in favor of the Company, except for following: (` in Lakhs)
Description
Gross Whether
of Carrying Reason for not
Carrying promoter,
immovable Value (as at Held in Period being held in
Value (as at director or
properties the Balance name of held name of
the Balance their relative
taken on Sheet Date) company*
Sheet Date) or employee
lease
Dahej Land 30,860.19 27,372.98 - No 99 The Lease deed
execution is
pending
because of
technical issues
like Gaucher
land, land
occupied by
Canal &
wells/approachr
oads, etc.
*(not in dispute)
d) The Company has not revalued its Property, Plant and Equipment (including Right of Use Assets) and
Intangible assets during the year.
e) According to the information and explanations given to us and on the basis of examination of the records of
the Company, no proceedings have been initiated nor pending against the Company as of March 31, 2024
for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in
2016) and rules made there under.
(ii) In respect of Inventories
a) Inventories, except goods-in-transit, were physically verified during the year by the management at
reasonable intervals. The coverage and procedure of such verification by the management is appropriate
having regard to size of the Company and nature of its operations. No discrepancies of 10% or more in the
aggregate for each class of inventories were noticed on physical verification of inventories when compared
with books of account.
b) According to the information and explanations given to us and on the basis of examination of the records of
the Company, the Company has been sanctioned working capital limits in excess of five crore rupee, in
aggregate, from banks during the year, on the basis of security of current assets. In our opinion, the quarterly
returns or statements filed by the Company with such banks are in agreement with the books of account of
the Company of the respective quarters.
(iii) In respect of Investment made, guarantee or security provided or grant of loans and advances in the nature of
loans, secured or unsecured to companies, firms, Limited Liabilities Partnership or any other parties :
a) In our opinion and according to the explanation given to us, the Company has granted loans or provided
advances in the nature of loans during the year as follows: (¹ in Lakhs)
Particulars Loans
Aggregate amount of loan given during the year:
- Employees 2,306.15
Balance outstanding as at the balance sheet date in respect of above case:
- Employees 25,335.95
b) According to the information and explanations given to us and based on the audit procedures carried out by
us, in our opinion the investments made during the year and the terms and conditions of the grant of loans
provided during the year are prima facie, not prejudicial to the interest of the Company. The Company has
not provided any guarantee during the year.
c) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, in the case of loans given, in our opinion, the repayment of principal and payment
of interest has been stipulated and the repayments or receipts have been regular. Further, the Company
has not given any advances in the nature of loans to any party during the year.
d) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, there is no overdue amount for more than ninety days in respect of loans given.
Further, the Company has not given any advances in the nature of loans to any party during the year.
e) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, there is no loan or advance in the nature of loan granted falling due during the
year, which has been renewed or extended or freshloans granted to settle the overdue of existing loans
given to same parties.
f) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not granted any loans or advances in the nature of loans either
repayable on demand or without specifying any terms or period of repayment. Hence reporting under clause
3(iii)(f) of the Order does not arise.
(iv) The Company has not given any loans, investments, guarantee and security under Section 185 of the Act. In
respect of the investments made and loans given, in our opinion and according to the information and explanation
given to us and on the basis of examination of records of the Company, the Company has complied with the
provision of Section 186 of the Act.
(v) According to the information and explanation given to us, the Company has not accepted any deposits from the
public during the year and consequently the directives issued by Reserve Bank of India, the provisions of Section
73 to 76 of the Act and Rules framed there under are not applicable to the Company. Accordingly, reporting
under clause 3(v) of the Order does not arise.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records
and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148
of the Act and are of the opinion that, prima facie, the prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of the cost records with a view to determine whether they
are accurate or complete.
(vii) In respect of statutory dues
a) In our opinion and according to the information and explanation given to us, the Company has generally
been regular in depositing its undisputed statutory dues including Provident Fund, Employees’ State
Insurance, Income Tax, Goods and Service Tax, Customs duty, Excise Duty, Cess and other statutory
dues applicable to it to the appropriate authorities. There are no undisputed statutory dues outstanding for
more than six months as on March 31, 2024.
b) According to the information and explanations given to us and on the basis of examination of the records of
the Company, detail of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value
Added Tax and Goods and Service Tax which have not been deposited as on March 31, 2024 on account
of disputes are given below: (¹ in Lakhs)
c) In our opinion and according to the explanation given to us, the Company has not taken any term loan
during the year and there are no unutilized term loans at the beginning of the year. Accordingly, reporting
under clause 3(ix)(c) of the Order does not arise.
d) On the overall examination of the standalone financial statement of the Company, funds raised on short-
term basis have, prima facie, not been used during the year for long-term purposes by the Company.
e) On the overall examination of the standalone financial statement of the Company, the Company has not
taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries,
associates or joint ventures. Accordingly, reporting under clause 3(ix)(e) of the Order does not arise.
f) In our opinion and according to the explanation given to us, the Company has not raised any loans during
the year. Accordingly, reporting under clause 3(ix)(f) of the Order does not arise.
(x) a) During the year, the Company has not raised any funds through Initial Public Offer or Further Public Offer
(including debt instruments). Accordingly, reporting under clause 3(x)(a) of the Order does not arise.
b) During the year, the Company has not made any preferential allotment or private placement of shares or
fully or partly paid convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of
the Order does not arise.
(xi) a) Based on the audit procedures performed and according to the explanation provided to us, no fraud by the
Company or on the Company have been noticed or reported during the year.
b) According to information and explanations given to us, no report under sub-section (12) of Section 143 of
the Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)
Rules 2014 with the Central Government, during the year and up to the date of this report.
c) According to information and explanations given to us, no whistle blower complaints received by the Company
during the year.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
(xiii) In our opinion and as per the information and explanations given to us and based on our examination of the
records of the Company, all the transactions with the related parties are in compliance with Section 177 and 188
of the Act, where applicable, and the details of such transactions have been disclosed in the standalone financial
statements as required by the applicable Indian Accounting Standards.
(xiv) a) In our opinion and as per the information and explanations given to us, the Company has adequate internal
audit system commensurate with the size and nature of its business.
b) We have considered internal audit reports of the Company issued till the date, for the period of the audit.
(xv) Based on the audit procedures performed and according to the explanations provided to us, the Company has
not entered into any non-cash transactions with directors or persons connected with them, during the year.
Accordingly, provisions of Section 192 of the Act are not applicable.
(xvi) In respect of the Reserve Bank of India Act, 1934:
a) In our opinion and explanation given to us, the Company is not required to be registered under section 45-
IA of the Reserve Bank of India, 1934. Accordingly, reporting under clause 3 (xvi) (a), (b) &(c) of the Order
does not arise.
b) In our opinion and explanation given to us, the group does not have any Core Investment Company as part
of the group. Accordingly, reporting under clause 3(xvi)(d) of the Order does not arise.
(xvii) The Company has not incurred cash losses in the current financial year and in the immediately preceding financial
year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause
3(xviii) of the Order does not arise.
(xix) According to the information and explanation given to us and on the basis of the financial ratios, ageing and
expected dates of realization of financial assets and payment of financial liabilities, other information accompanying
the standalone financial statements, our knowledge of the Board of Directors and management plans, and based
on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes
us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of
meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year
from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the
Company. We further state that our reporting is based on the facts up to the date of the audit report and we
neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the
balance sheet date, will get discharged by the Company as and when they fall due.
(xx) a) There are no unspent amounts towards Corporate Social Responsibility on other than ongoing projects
requiring a transfer to a fund specified in Schedule VII to the Act in compliance with second proviso to sub-
section (5) of Section 135 of the Act. Accordingly reporting under clause 3(xx)(a) of the Order is not applicable
for the year.
b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility amount
as at the end of the Balance sheet date to special account within period of 30 days from the end of the said
financial year in compliance with the provision of sub-section (6) of section 135 of the Act.
(xxi) In respect of below mentioned companies included in the consolidated financial statements of the Company,
whose audits under Section 143 of the Act has not been completed, the CARO report as applicable in respect of
those entities are not available and consequently have not been provided to us as on the date of this audit report.
Name of the Company CIN Nature of Relationship
GSFC Agrotech Ltd. U36109GJ2012PLC069694 Subsidiary Company
Vadodara Jal Sanchay Pvt Ltd. U41000GJ2020PTC114896 Subsidiary Company
Gujarat Port and Logistics Company Ltd. U63010GJ2020PLC112471 Subsidiary Company
Vadodara Enviro Channel Ltd. U51395GJ1999PLC036886 Associate Company
Gujarat Green Revolution Company Ltd. U63020GJ1998PLC035039 Associate Company
Karnalyte Resources Inc. Not Applicable Foreign Associate
Sd/-
Tejal Parikh
Partner
Place : Gandhinagar Membership No. 109600
Date : May 21, 2024 UDIN : 24109600BKACFY3323
Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements,
including the possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with
reference to standalone financial statements to future periods are subject to the risk that the internal financial control
with reference to standalone financial statements may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference
to standalone financial statements and such internal financial controls with reference to standalone financial statements
were operating effectively as at March 31, 2024, based on, “the internal control with reference to financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India”.
Sd/-
Tejal Parikh
Partner
Place : Gandhinagar Membership No. 109600
Date : May 21, 2024 UDIN : 24109600BKACFY3323
(` in lakhs)
Particulars Note As at As at
31st March 2024 31st March 2023
A. ASSETS
1. Non-current assets
(a) Property, Plant and Equipments 5 2,50,079.65 2,53,088.47
(b) Capital work-in-progress 5 23,522.56 19,901.86
(c) Right of Use Assets 5 4,018.50 4,151.71
(d) Other Intangible assets 6 256.05 173.88
(e) Financial Assets
(i) Investments
- Investments in associates 7 4,749.84 4,749.84
- Investments in others 7 5,90,868.71 5,23,109.74
(ii) Others financial assets 8 8,530.43 2,994.73
(f) Income tax assets (Net) 23 6,130.41 6,198.22
(g) Other non current assets 9 40,295.71 33,530.07
9,28,451.86 8,47,898.52
2. Current assets
(a) Inventories 10 1,20,573.76 1,17,565.54
(b) Financial Assets
(i) Trade receivable 11 50,198.49 49,151.28
(ii) Government subsidies receivable 12 1,10,630.80 1,76,029.18
(iii) Cash and cash equivalents 13 51,233.33 1,08,257.02
(iv) Bank balances other than (iii) above 14 1,76,762.25 34,025.48
(v) Loans 15 25,886.96 24,793.53
(vi) Others financial assets 16 8,048.04 1,257.78
(c) Other current assets 17 16,178.86 18,308.59
5,59,512.49 5,29,388.40
12,61,091.38 11,96,352.48
(` in lakhs)
Particulars Note As at As at
31st March 2024 31st March 2023
LIABILITIES
1. Non-current liabilities
1,01,618.39 78,517.23
2. Current liabilities
1,25,254.58 1,02,417.21
Gandhinagar
21st May, 2024
(` in lakhs)
Particulars Note Year Ended 31st March
2024 2023
I Income
Revenue from operations 29 8,93,211.55 11,29,802.67
Other income 30 37,617.34 14,648.52
Total income 9,30,828.89 11,44,451.19
II Expenses
Cost of materials consumed 31 4,76,112.72 5,85,134.00
Purchase of stock in trade 76,683.23 1,02,011.77
Changes in inventories of finished goods, work in
process and stock in trade 32 13,922.96 540.74
Power and Fuel 1,09,450.51 1,24,965.03
Employee benefits expense 33 83,637.24 65,646.29
Finance costs 34 1,119.34 1,489.42
Depreciation and amortization expense 18,302.06 18,151.31
Other expenses 35 85,163.26 89,759.06
Total Expenses 8,64,391.32 9,87,697.62
III Profit before tax 66,437.57 1,56,753.57
IV Tax expense
Current tax 15,165.53 41,033.58
Deferred tax 23 (227.92) (11,567.89)
Tax related to earlier years 23 (932.33) (2,019.74)
V Profit for the year 52,432.29 1,29,307.62
VI Other Comprehensive Income
(A) Items that will be reclassified to profit or loss - -
(B) Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit plans (30,115.20) 3,614.58
Income tax effect on above 7,579.40 (1,918.38)
Net fair value (loss) / gain on investments in equity
instruments at FVTOCI 79,840.50 (1,00,728.72)
Income tax effect on above (5,150.34) 9,169.31
Net other comprehensive income that will not be
reclassified to profit or loss 52,154.36 (89,863.21)
VII Total Comprehensive Income for the year (V+VI) 1,04,586.65 39,444.41
Earnings per equity share (face value of ` 2/- each)
Basic and Diluted Earnings per equity share: 36 13.16 32.45
See accompanying notes forming part of the financial
statements 1 to 49
In terms of our report attached.
For Parikh Mehta & Associates Kamal Dayani Tapan Ray
Chartered Accountants Managing Director Director
Firm Registration No.: 112832W (DIN-05351774) (DIN-00728682)
Tejal Parikh
Partner V. D. Nanavaty Nidhi Pillai
Membership No.: 109600 ED (Finance) & CFO Company Secretary
Gandhinagar
21st May, 2024
(` in lakhs)
Particulars Year Ended 31st March
2024 2023
A Cash Flow From Operating Activities :
Profit Before Tax 66,437.57 1,56,753.57
Adjustments for :
Depreciation and amortisation expense 18,302.06 18,151.31
Amortisation of lease hold land 297.53 297.53
Unrealised Foreign Exchange(Gain)/Loss (141.53) (329.83)
Provision for Assets Retiring Obligation 213.35 196.74
Finance cost 654.74 1,005.20
Interest income (14,102.50) (5,626.74)
Loss/ (Profit) on fixed assets sold/written off 30.53 (128.49)
Dividend income (14,716.10) (5,239.54)
Excess Provision written Back (4,909.83) -
Provision for doubtful debts/advances 125.44 157.63
Operating Profit before Working Capital Changes 52,191.26 1,65,237.38
Movements in working capital:
Inventories (3,008.22) 12,320.46
Trade receivables, loans and advances and other assets (78,785.80) (18,480.84)
Trade payables, other current liabilities and provision 17,934.59 (19,621.10)
Cash Generated from Operations (11,668.17) 1,39,455.90
Direct taxes paid (net of refunds) (15,528.47) (46,532.47)
Net Cash Flow from Operating Activities (27,196.64) 92,923.43
B Cash Flow From Investing Activities :
Purchase of property, plant & equipments (including CWIP &
capital advances) (24,004.89) (14,175.34)
Purchase of non current investments - (1,978.56)
Sale of investments 12,267.32 -
Interest received 7,505.85 6,931.48
Dividend received 14,716.10 5,239.54
Net Cash Flow used in Investing Activities 10,484.38 (3,982.88)
C Cash Flow From Financing Activities
Net increase/(decrease) in short term borrowings 250.45 (282.27)
Interest paid (622.01) (968.71)
Dividend paid (39,765.40) (9,991.06)
Lease Liability Payment (141.73) (133.04)
Lease Interest Paid (32.73) (36.49)
Net Cash Flow from/ (used in) Financing Activities (40,311.42) (11,411.58)
Net Increase/ (Decrease) in Cash & Cash Equivalents (57,023.68) 77,528.97
Cash and Cash Equivalents as at the beginning of the year 1,08,257.02 30,728.05
Cash and Cash Equivalents as at end of the year (Refer Note-13) 51,233.33 1,08,257.02
Notes:
Components of Cash and cash equivalents
Cash on hand 4.69 4.06
Balances with banks
In current accounts 2,632.85 2,663.45
Debit balance in Cash Credit Account 5,595.69 3,087.41
Deposit with original maturity of less than three months 43,000.10 1,02,502.10
Liquid Deposits with Financial Institutions - -
Total Cash and cash equivalents 51,233.33 1,08,257.02
The Cash flow statement has been prepared under the indirect method
as set out in the Indian Accounting Standard 7 on Cash Flows Statement.
See accompanying notes forming part of the financial statements
In terms of our report attached.
For Parikh Mehta & Associates Kamal Dayani Tapan Ray
Chartered Accountants Managing Director Director
Firm Registration No.: 112832W (DIN-05351774) (DIN-00728682)
Tejal Parikh
Partner V. D. Nanavaty Nidhi Pillai
Membership No.: 109600 ED (Finance) & CFO Company Secretary
Gandhinagar
21st May, 2024
Gandhinagar
21st May, 2024
Notes to the financial statements for the year ended March a) it is expected to be settled in the Company’s normal
31, 2024 operating cycle,
1. Corporate Information b) it is held primarily for the purpose of trading,
Gujarat State Fertilizers and Chemicals Limited “the c) it is due to be settled within twelve months after the
Company” is a public company domiciled in India and is reporting period
incorporated under the provisions of the Companies Act d) there is no unconditional right to defer the settlement
applicable in India. The Company is principally engaged of the liability for at least twelve months after the
in production of fertilizers and chemicals. Its shares are
reporting period
listed on two recognised stock exchanges in India. The
regis tered office of the Company is loc ated at The Company classifies all other liabilities as non-current.
Fertilizernagar - 391 750, Dist. Vadodara. Current liabilities include current portion of non-current
financial liabilities.
These financial statements were authorised for issuance
by the Board of Directors of the Company in their meeting Deferred tax assets and liabilities are classified as non-
held on May 21, 2024. current assets and liabilities.
2. Basis of preparation of financial statements The operating cycle is the time between the acquisition of
assets for processing and their realisation in cash and
2.1 Basis of preparation and compliance with Ind AS
cash equivalents. The Company has identified twelve
The standalone financial statements are prepared in months as its operating cycle.
accordance with the principles and procedures laid down
under the Accounting Standards notified under Section 3. Material Accounting Policies
133 of the Companies Act 2013 read with Rule 7 of the 3.1 Revenue recognition
Companies (Accounts) Rules, 2014. The Company derives rev enues primarily from
2.2 Basis of measurement manufacturing of Fertilizers and Chemical Products.
The financial statements have been prepared on a going Revenue from Operations is recognised in the Statement
concern basis, using historical cost convention and on an of Profit and Loss when:
accrual method of accounting, except for the following • The income generating activities have been carried
assets and liabilities which have been measured at fair out on the basis of a binding agreement.
value, as required by relevant Ind AS.
• The income can be measured reliably.
1. Derivative financial instruments
• It is probable that the economic benefits associated
2. Certain financial assets and liabilities measured at
with the transaction will flow to the Company.
fair value (refer accounting policy regarding financial
instruments) • Costs relating to the transaction can be measured
reliably.
3. Defined benefit plans
Revenue for all businesses is recognized upon transfer
2.3 Functional and presentation currency
of control of promised goods or services to customers in
The financial statements are prepared in Indian Rupees, an amount that reflects the consideration to which the
which is the Company’s functional and presentation Company expects to be entitled in exchange for the goods
currency. All financial information presented in Indian and services.
Rupees has been rounded to the nearest lakhs with two
decimals. Revenue towards satisfaction of a performance obligation
is measured at the amount of the transaction price (net of
2.4 Current and non-current classification variable consideration) allocated to that performance
The Company presents assets and liabilities in the Balance obligation. The transaction price of fertilizer products sold
Sheet based on current/non-current classification. is net of variable consideration on account of various
An asset is classified as current if it satisfies any of the discounts, incentives, rebates and GST collected on behalf
following criteria: of Government. Revenue is also recognised on sale of
goods in case where the delivery is kept pending at the
a) It is expected to be realised or intended to be sold
instance of the customer, as the performance obligation
or consumed in the Company’s normal operating
has been satisfied and control are transferred and
cycle,
customer takes title and accepts billing as per usual
b) It is held primarily for the purpose of trading, payment terms.
c) It is expected to be realised within twelve months Sales of industrial products are accounted on the dispatch
after the reporting period, or basis except export sales, which are recognised on the
d) It is a cash or cash equivalent unless restricted from basis of bill of lading on satisfaction of performance and
being exchanged or used to settle a liability for transfer of control.
atleast twelve months after the reporting period. The amounts receivable from various agencies are
All other assets are classified as non-current. accounted for on accrual basis except interest on delayed
A liability is classified as current if it satisfies any of the payments, refunds from customs & excise authorities,
following criteria: insurance claims (other than marine claims), etc. where it
is not possible to ascertain the income with reasonable Current tax items are recognised in correlation to the
accuracy or in absence of finality of the transaction. underlying transaction either in OCI or directly in equity.
Revenues in excess of invoicing are classified as contract Management periodically evaluates positions taken in the
assets (referred as unbilled revenue) while invoicing in tax returns with respect to situations in which applicable
excess of revenues are classified as contract liabilities tax regulations are subject to interpretation and establishes
(which we refer to as unearned revenues). provisions where appropriate.
Subsidy income Deferred tax
Urea subsidy income is recognised on the basis of the Deferred income tax is provided in full, using the liability
rates notified from time to time by the Government of India method, on temporary differences arising between the tax
on the quantity of fertilisers sold by the Company for the bases of assets and liabilities and their carrying amounts
period for which notification has been issued, further in the financial statements. Deferred income tax is
adjusted for input price escalation/de-escalation estimated determined using tax rates (and laws) that have been
by management, based on prescribed norms as notified enacted or substantially enacted by the end of the
by Govt. of India. reporting period and are expected to apply when the
Subsidy on Phosphatic and Potassic (P&K) fertilizers is related deferred income tax asset is realised or the
recognized as per concession rates notified by the deferred income tax liability is settled.
Government of India in accordance with Nutrient Based Deferred tax assets are recognised for all deductible
Subsidy Policy from time to time and Freight subsidy has temporary differences and unused tax losses only if it is
been ac c ounted for in line with the polic y of the probable that future taxable amounts will be available to
Government of India.
utilise those temporary differences and losses.
Subsidy on City Compost is recognized based on rates,
Deferred tax assets and liabilities are offset when there is
as notified by the Government of India.
a legally enforceable right to offset current tax assets and
Interest income liabilities and when the deferred tax balances relate to the
For all debt instruments measured either at amortised cost same taxation authority. Current tax assets and tax
or at fair value through other comprehensive income, liabilities are offs et where the entity has a legally
interest income is recorded using the effective interest rate enforceable right to offset and intends either to settle on a
(EIR), which is the rate that exactly discounts the estimated net basis, or to realise the asset and settle the liability
future cash payments or receipts over the expected life of simultaneously.
the financ ial instrument or a shorter period, where Current and deferred tax is recognised in profit or loss,
appropriate, to the gross carrying amount of the financial except to the extent that it relates to items recognised in
asset or to the amortised cost of a financial liability. Interest other comprehensive income or directly in equity. In this
income is included in other income in the statement of case, the tax is also recognised in other comprehensive
profit and loss. income or directly in equity, respectively.
Dividends
3.3 Non-current assets held for sale
Dividend income is accounted for when the right to receive
The Company classifies non-current assets as held for
the s ame is es tablished, whic h is generally when
sale if their carrying amounts will be recovered principally
shareholders approve the dividend.
through a sale rather than through continuing use. The
Insurance Claims Company treats sale of the asset to be highly probable
Claims receivable on account of insurance are accounted when:
for to the extent no significant uncertainty exist for the The appropriate level of management is committed
measurement and realisation of the amount.
to a plan to sell the asset,
Rental Income
An ac tiv e programme to loc ate a buyer and
Rental income arising from operating leases is accounted complete the plan has been initiated,
for on a straight-line basis over the lease terms and is
The sale is expected to qualify for recognition as a
included in revenue in the statement of profit or loss due
completed sale within one year from the date of
to its operating nature.
classification, and
3.2 Taxes:
Actions required to complete the plan indicate that
Tax expense comprises of current income tax & deferred it is unlikely that significant changes to the plan will
tax
be made or that the plan will be withdrawn.
Current income tax
Non-current assets held for sale are measured at the lower
Current income tax assets and liabilities are measured at of their carrying amount and the fair value less costs to
the amount expected to be recovered from or paid to the sell. Assets and liabilities classified as held for sale are
taxation authorities, based on the rates and tax laws presented separately in the balance sheet.
enacted or substantively enacted, at the reporting date in
India where the entity operates and generates taxable Property, plant and equipment and intangible assets once
income. classified as held for sale are not depreciated or amortised.
3.4 Property, plant and equipment and intangible assets Research and Development
Freehold land is carried at historical cost. All other items Capital expenditure on Research & Development activities
of property, plant and equipment are stated at historical is included in Property, plant and equipment to the extent
cost less accumulated depreciation and accumulated it has alternative economic use. Revenue expenditure
impairment losses, if any. His toric al cos t inc ludes pertaining to research activity is charged under respective
expenditure that is directly attributable to the acquisition account heads in the statement of Profit & Loss.
of the items. Depreciation methods, estimated useful lives and
The cost of an item of property, plant and equipment residual value
comprises of its purchase price including import duties Depreciation on Property, plant and equipment is provided
and other non- refundable taxes and levies, directly
on Straight Line Method as per the useful life prescribed
attributable cost of bringing the asset to its working
in Schedule II to the Company’s Act, 2013 or based on
condition for its intended use and the initial estimate of
technical assessment by the company taking into account
decommissioning, restoration and similar liabilities, if any.
the nature of asset, usage of asset, expected physical
Any trade discounts and rebates are deducted in arriving
wear and tear, the operating conditions of the asset,
the purchase price.
anticipated technological changes and past history of
Subsequent costs are included in the asset’s carrying replacement. Depreciation on additions to Property, plant
amount or recognised as a separate asset, as appropriate, and equipment and assets disposed off/discarded is
only when it is probable that future economic benefits charged on pro-rata basis. Depreciation on commissioning
associated with the item will flow to the Company and the of plants and other assets of new projects is charged for
cost of the item can be measured reliably. Such cost the days they are actually available for use.
includes the cost of replacing part of the plant and
The useful lives have been determined based on technical
equipment. When significant parts of plant and equipment
evaluation done by the management’s expert which are
are required to be replaced at intervals, the company
higher than those s pec ified by Schedule II to the
depreciates them separately based on their specific useful
Companies Act; 2013, in order to reflect the actual usage
lives. Items of stores and spares that meet the definition
of the assets. The residual values are not more than 5%
of property, plant and equipment are capitalized at cost.
Otherwise, such items are classified as inventories. The of the original cost of the asset.
carrying amount of any component accounted for as a The assets’ residual values and estimated useful lives are
separate asset is derecognised when replaced. All other reviewed, and adjusted if appropriate, at the end of each
repairs and maintenance are charged to profit or loss reporting period.
during the reporting period in which they are incurred An asset’s carrying amount is written down immediately
.Assets under erection / installation of the existing projects to its recoverable amount if the asset’s carrying amount is
and schemes and on-going projects and schemes are greater than its estimated recoverable amount.
shown as “Capital Work in Progress”. Leasehold land, other than that on perpetual lease, is
Capital advances given for procurement of Property, plant amortized over the life of the lease.
and equipment are treated as other non-current assets. Intangible assets are amortized over their estimated
In the absence of availability of specific original cost in economic lives but not exceeding ten years on a straight-
respect of a part of assets capitalised under turn-key line basis.
contracts, the original value of such asset written / The useful lives of the property, plant and equipment are
disposed off is estimated on the basis of its current cost as follows:
adjusted for price and technological factors.
Assets Estimated Useful life
Major cost of civil works required as plant and machinery
supports, on the basis of technical estimates, is considered Freehold Land —
as Plant & Machinery. Leasehold Land 20 years
Intangible assets Buildings 30-60 years
Intangible assets are recognised when it is probable that Bridge, culverts,bunders,etc. 30 years
the future economic benefits that are attributable to the Roads 5-10 years
assets will flow to the Company and the cost of the asset
can be measured reliably. Plant and machinery 15-25 years
Intangible assets acquired separately are measured on Furniture and fittings 10 years
initial recognition at cost. Following initial recognition, Motor Vehicles 5-10 years
intangible assets are carried at cost less any accumulated Railway sidings 15 years
amortisation and accumulated impairment losses, if any.
Cost of intangible assets comprises of purchase price and Office equipment 5 years
attributable expenditure on making the asset ready for its Computers and Data Processing units 3-6 years
intended use. Internally generated intangibles, excluding Laboratory equipment 10 years
capitalised development costs, are not capitalised and the
Electrical Installation and Equipment 10 years
related expenditure is reflected in profit or loss in the period
in which the expenditure is incurred. Library books 15 years
if whether it will exercise an extension or a termination Provident Fund trusts for all the units of the
option. Company.
Lease liability and ROU asset have been separately Contributions paid/payable for Provident
presented in the Balance Sheet and finance cost portion Fund of eligible employees and National
of lease payments have been classified as financing cash Pension Sc heme is recognized in the
flows. statement of Profit and Loss each year. The
Company as a lessor Company has an obligation to make good the
shortfall, if any, between the return from the
At the inception of the lease, the Company classifies each
investments of the trusts and the interest rate
of its leases as either an operating lease or a finance lease.
notified by Government.
The Company recognises lease payments received under
operating leases as income over the lease term on a Liability on account of such shortfall, if any,
straight-line basis. is prov ided for bas ed on the ac tuarial
valuation carried out as at the end of the year.
3.8 Inventories
(b) Defined benefit plans
Items of inventories are measured at lower of cost and
net realisable value after providing for obsolescence, if A defined benefit plan is a post-employment
any. benefit plan other than a defined contribution
plan. The Company’s net obligation in respect
However, Raw material and work-in-progress held for use
of defined benefit plans is calculated
in the production of inventories are not written down below
cost if the finished produc ts in which they will be separately for each plan by estimating the
incorporated are expected to be sold at or above cost. amount of future benefit that employees have
earned in the current and prior periods,
Raw materials: Cost includes cost of purchase and other discounting that amount and deducting the
costs incurred in bringing the inventories to their present fair value of any plan assets.
location and condition. Cost is determined Weighted
Average Cost basis. Post employment defined benefits plans
comprise of gratuity, superannuation and
Finished goods and work-in-progress: Cost includes cost Post Retirement Medical Benefit for eligible
of direc t materials and labour and a proportion of employ ees of the Company . Pos t
manufacturing overheads based on the normal operating employment benefits are recognized as an
capacity. Cost is determined on Weighted Average Cost expense in the statement of profit and loss
basis.
for the year in which the employee has
Traded goods: Cost includes cost of purchase and other rendered s erv ic es . The Company als o
costs incurred in bringing the inventories to their present contributes to a government administered
location and condition. Cost is determined on Weighted Family Pens ion fund on behalf of its
Average Cost basis. employees. The calculation of defined benefit
All other inventories of stores and consumables are valued obligation is performed annually by a qualified
at Weighted Average Cost basis. actuary us ing the projec ted unit c redit
Stores and Spares include equipment spare parts, and method.
others which are held as inventory by the Company. Remeasurements of the net defined benefit
Net realisable value represents the estimated selling price liability, which comprise actuarial gains and
(including subsidy income, where applicable) of inventories losses, the return on plan assets (excluding
less all estimated costs of completion & costs necessary interest) and the effect of the asset ceiling (if
to make the sale. any, excluding interest), are recognised in
OCI. Re-measurement in OCI is reflected
3.9 Employee benefits immediately in retained earnings and is not
(i) Short-term employee benefits reclassified to profit & loss.
Short term employee benefits are recognized as an (iii) Other long-term employee benefits
expense at the undisc ounted amount in the Other long-term employee benefits comprise of
statement of profit and loss of the year in which the leave encashment for eligible employ ees of
related service is rendered. Company. The obligation is measured on the basis
(ii) Post Employment benefits of an annual independent actuarial valuation using
(a) Defined contribution plans the projected unit credit method. Remeasurements
gains or losses are recognised in profit or loss in
A defined contribution plan is a post-
the period in which they arise.
employment benefit plan under which an
entity pays fixed contributions into a separate 3.10 Financial instruments
entity and will have no legal or constructive A financial instrument is any contract that gives rise to a
obligation to pay further amounts . The financial asset of one entity and a financial liability or equity
Company has set up separate recognized instrument of another entity.
If Company elects to present fair value gains flows that are due in accordance with the
and losses on equity investments in other contract and the cash flows that the company
c omprehens ive inc ome, there is no expects to receive. The expected credit
subsequent reclassification of fair value gains losses consider the amount and timing of
and losses to profit or loss. Dividends from payments and hence, a credit loss arises
s uc h inv es tments shall c ontinue to be even if the Company expects to receive the
recognised in profit or loss as other income pay ment in full but later than when
when the Company ’s ’ right to receiv e contractually due. The expected credit loss
pay ments is establis hed. There are no method requires to assess credit risk, default
impairment requirements for equity and timing of c ollection s ince initial
investments measured at fair value through rec ognition. This requires rec ognis ing
other comprehensive income. Changes in the allowance for expected credit losses in profit
fair value of financial assets at fair value or loss even for receivables that are newly
through profit or loss shall be recognised in originated or acquired.
other gain/(losses) in the statement of profit Impairment of financial assets is measured
or loss as applicable. as either 12 month expected credit losses or
Investments in subsidiaries, joint ventures life time expected credit losses, depending
and associates on whether there has been a significant
increase in credit risk since initial recognition.
Investments in subsidiaries, joint ventures
‘12 month expected credit losses’ represent
and associates is carried at deemed cost in
the expected credit losses resulting from
the separate financial statements.
default events that are possible within 12
Derecognition of financial assets months after the reporting date. ‘Lifetime
The Company derecognises a financial asset expec ted c redit los s es ’ represent the
when the contractual rights to the cash flows expected credit losses that result from all
from the assets expire, or when it transfers possible default events over the expected life
the financial asset and substantially all the of the financial asset.
risks and rewards of ownership of the asset Trade receivables are of a short duration,
to another party. If the Company neither normally less than 12 months and hence the
transfers nor retains substantially all the risks los s allowanc e measured as lifetime
and rewards of ownership and continues to expected credit losses does not differ from
control the transferred asset, the Company that measured as 12 month expected credit
recognises its retained interest in the asset losses. The Company uses the practical
and associated liability for amounts it may ex pedient in Ind AS 109 for measuring
hav e to pay. If the Company retains expected credit losses for trade receivables
substantially all the risks and rewards of using a provision matrix based on ageing of
ownership of the transferred financial asset, receivables.
the Company continues to recognise the
The Company uses historical loss experience
financial as s et and also recognises a
and derived loss rates based on the past
collateralised borrowing for the proceeds
twelve months and adjust the historical loss
received.
rates to reflect the information about current
Impairment of Financial Assets conditions and reasonable and supportable
The Company applies expected credit loss forecasts of future economic conditions. The
(ECL) model for meas urement and loss rates differ based on the ageing of the
rec ognition of impairment los s on the amounts that are past due and are generally
following financial assets and credit risk higher for those with the higher ageing.
exposure: (B) Financial Liabilities
a) Financ ial as s ets that are debt The Company determines the classification of its
ins truments and are meas ured at financial liabilities at initial recognition.
amortised cost e.g., loans, deposits,
Classification
trade receivables and bank balance.
The Company classifies all financial liabilities as
b) Trade receivables or any contractual
subsequently measured at amortised cost, except
right to receive cash or other financial
for financial liabilities at fair value through profit or
asset that result from transactions that
loss. Such liabilities, including derivatives that are
are within the scope of Ind AS 18.
liabilities, shall be subsequently measured at fair
An expected credit loss is the probability- value.
weighted es timate of credit loss es (i.e.
present value of all cash shortfalls) over the Initial recognition and measurement
expected life of the financial asset. A cash Financ ial liabilities are c las sified, at initial
shortfall is the difference between the cash recognition, as financial liabilities at fair value
through profit or loss. Loans and borrowings, amounts and there is an intention to settle on a net
payables are subsequently measured at amortised basis or realise the asset and settle the liability
cost where as derivatives are measured at fair value simultaneously. The legally enforceable right must
through profit and loss. not be contingent on future events and must be
All financial liabilities are recognised initially at fair enforceable in the normal course of business and
value and, in the case of loans and borrowings and in the event of default, insolvency or bankruptcy of
payables, net of directly attributable transaction the company or the counter party.
costs. (D) Derivative financial instruments
The Company’s financial liabilities include trade and The Company’s activities expose it to the financial
other payables, loans and borrowings including risks of changes in foreign exchange rates and
bank overdrafts, financial guarantee contracts and interest rates. The use of financial derivatives is
derivative financial instruments. governed by the Company’s policies approved by
Financial liabilities at fair value through profit and the Board of Directors, which prov ide written
loss princ iples on the use of financial derivativ es
consistent with the Company’s risk management
Financial liabilities at fair value through profit and strategy. Changes in values of all derivatives of a
loss include financial liabilities to hedge risks which financing nature are included within financing costs
are not designated as hedges. At initial recognition, if the same is considered as adjustment to borrowing
the Company measures financial liabilities at its fair cost in the Statement of Profit and Loss whereas
value. Financial liabilities at fair value through profit other foreign exchange fluctuation is disclosed
and loss are carried in the Balance Sheet at fair under other expenses. The Company does not use
value with changes recognised in the Statement of derivative financial instruments for speculative
Profit and Loss. purposes.
Financial liabilities measured at amortised cost Deriv ative financ ial ins truments are initially
Financial liabilities are initially recognised at fair measured at fair value on the contract date and are
value, net of transaction cost incurred and are subsequently remeasured to fair value at each
subsequently measured at amortised cost, using the reporting date.
EIR method. Any difference between the proceeds (E) Equity investments
net of transaction costs and the amount due on
s ettlement or redemption of borrowings is All equity investments in scope of Ind AS 109 are
recognised over the term of the borrowing. measured at fair value. For equity instruments, the
company may make an irrevocable election to
The effective interest method is a method of present in other comprehensive income subsequent
calculating the amortised cost of a debt instrument changes in the fair value. The classification is made
and of allocating interest charge over the relevant on initial recognition and is irrevocable.
effective interest rate period. The effective interest
rate is the rate that exactly discounts estimated If the company decides to classify an equity
future cash outflow (including all fees and points instrument as at FVTOCI, then all fair value changes
paid or received that form an integral part of the on the ins trument, exc luding div idends , are
effective interest rate, transaction costs and other recognized in the OCI. There is no recycling of the
premiums or discounts) through the expected life amounts from OCI to P&L, ev en on s ale of
of the debt instrument, or, where appropriate, a investment. However, the company may transfer the
shorter period, to the net carrying amount on initial cumulative gain or loss within equity.
recognition. Equity instruments included within the FVTPL
Derecognition of financial liabilities category are measured at fair value with all changes
recognized in the P&L.
A financial liability is derec ognised when the
obligation under the liability is disc harged or 3.11 Foreign currencies
cancelled or expires. When an existing financial (a) Functional and presentation currency
liability is replaced by another from the same lender The financial statements are presented in Indian
on substantially different terms, or the terms of an Rupees, which is the Company’s functional and
existing liability are substantially modified, such an presentation currency. Each entity in the Company
exc hange or modification is treated as a determines its own functional currency (the currency
derecognition of the original liability and the of the primary economic environment in which the
recognition of a new liability, and the difference in entity operates) and items included in the financial
the respective carrying amounts is recognised in statements of each entity are measured using that
the Statement of Profit and Loss. functional currency.
(C) Offsetting financial instruments (b) Transactions and balances
Financial assets and liabilities are offset and the net Transactions in foreign currencies are initially
amount reported in the Balance Sheet when there recorded at the exchange rate prevailing at the date
is a legally enforceable right to offset the recognised of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated recognised as a separate asset, but only when the
into the respective functional currency of the entity reimbursement is virtually certain. The expense relating
at the rates prevailing on the reporting date. to a provision is presented in the statement of profit and
Foreign exchange gains and losses resulting from loss net of any reimbursement.
the settlement of such transactions and from the If the effect of the time value of money is material,
translation at reporting date exchange rates of provisions are discounted using a current pre-tax rate that
monetary assets and liabilities denominated in reflects, when appropriate, the risks specific to the liability.
foreign currencies are recognised in the Statement When discounting is used, the increase in the provision
of Profit and Loss. due to the passage of time is recognised as a finance
Foreign exchange gains and losses that relate to cost.
borrowings and cash and cash equivalents are Contingent liability is disclosed in the case of:
presented in the Statement of Profit and Loss within A present obligation arising from the past events, when it
‘Finance costs’. All other foreign exchange gains is not probable that an outflow of resources will be required
and losses are presented in the Statement of Profit to settle the obligation;
and Loss within ‘Other operating expenses’.
A present obligation arising from the past events, when
3.12 Cash and cash equivalents no reliable estimate is possible;
Cash and cash equivalent in the balance sheet comprise A possible obligation arising from the past events, unless
cash at banks and on hand and short-term deposits with the probability of outflow of resources is remote.
an original maturity of three months or less, which are
subject to an insignificant risk of changes in value. For Commitments include the amount of purchase order (net
the purpose of the statement of cash flows, cash and cash of advances) issued to parties for completion of assets.
equivalents consist of cash and short-term deposits, as Provisions, contingent liabilities, contingent assets and
defined above. commitments are reviewed at each balance sheet date.
3.13 Segment accounting: 3.15 Earnings per share
The Chief Operational Decision Maker monitors the Basic earnings per share are calculated by dividing the
operating results of its business Segments separately for net profit for the period attributable to equity shareholders
the purpose of making decisions about resource allocation by the weighted average number of equity shares
and performance assessment. Segment performance is outstanding during the period. Earnings considered in
evaluated based on profit or loss and is measured ascertaining the Company’s earnings per share is the net
consistently with profit or loss in the financial statements. profit for the period after deducting preference dividends
and any attributable tax thereto for the period. The
The Operating segments have been identified on the basis
weighted average number of equity shares outstanding
of the nature of products/services.
during the period and for all periods presented is adjusted
The accounting policies adopted for segment reporting for events , such as bonus s hares , other than the
are in line with the accounting policies of the Company. conversion of potential equity shares that have changed
Segment revenue, segment expenses, segment assets the number of equity shares outstanding, without a
and segment liabilities have been identified to segments corresponding change in resources.
on the basis of their relationship to the operating activities
of the segment. Inter Segment revenue is accounted on For the purpose of calculating diluted earnings per share,
the basis of transactions which are primarily determined the profit or loss for the period attributable to equity
based on market/fair value factors. Revenue, expenses, shareholders and the weighted average number of shares
assets and liabilities which relate to the Company as a outstanding during the period is adjusted for the effects of
whole and are not allocated to segments on a reasonable all dilutive potential equity shares.
basis have been included under “unallocated revenue / 3.16 Cash flow statement
expenses / assets / liabilities”. Cash flow are reported using the indirect method, whereby
The Company has identified two reportable business net profit before tax is adjus ted for the effects of
segments i.e. Fertilizer products and Industrial products. transactions of a non-cash nature, any deferrals of
The Company operates mainly in Indian market and there accruals of past or future operating cash receipts or
are no reportable geographical segments. payments and item of income or expenses associated with
3.14 Provisions, Contingent liabilities, Contingent assets investing or financing cash flows. The cash flows from
and Commitments: General operating, investing and finance activities of the Company
are segregated.
Provisions are recognised only when the Company has a
present obligation (legal or constructive) as a result of a 3.17 Fair Value Measurement
past event, it is probable that an outflow of resources Fair value is the price that would be received to sell an
embodying economic benefits will be required to settle asset or paid to transfer a liability in an orderly transaction
the obligation and a reliable estimate can be made of the between market participants at the measurement date.
amount of the obligation. When the Company expects The fair value measurement is based on the presumption
some or all of a provision to be reimbursed, for example, that the transaction to sell the asset or transfer the liability
under an insurance contract, the reimbursement is takes place either:
• In the principal market for the asset or liability, or Allowance for expected credit losses:
• In the absence of a principal market, in the most Note 41 describes the use of practical expedient by
advantageous market for the asset or liability. computing the expected credit loss allowance for trade
The principal or the most advantageous market must be receivables other than subsidy receivables based on
accessible by the Company. provision matrix. The expected credit allowance is based
on the aging of the days receivables are due and the rates
The fair value of an asset or a liability is measured using
derived based on past history of defaults in the provision
the assumptions that market participants would use when
matrix. As regards subsidy receivables, the Company
pricing the asset or liability, as suming that market
does not believe that there is any credit risk as dues are
participants act in their best economic interest.
receivable from the Government and hence no allowance
The Company uses valuation techniques that are for expected credit loss is made.
appropriate in the circumstances and for which sufficient
Dismantling cost of property, plant and equipment:
data are available to measure fair value, maximizing the
use of relevant observable inputs and minimizing the use The financials include assets retirement obligation on
of unobservable inputs. estimate basis for property, plant and equipment. The
management estimates dismantling cost considering size
All assets and liabilities for which fair value is measured
of the asset and its useful life in line with industry practices.
or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, which Stores and spares inventories:
gives highest priority to quoted prices in active markets The Company’s manufacturing process is continuous and
and the lowest priority to unobservable inputs. highly mechanical with wide range of different types of
• Level 1 - Quoted (unadjusted) market prices in plant and machineries. The Company keeps stores and
active markets for identical assets or liabilities. spares as standby to continue the operations without any
disruption. Considering wide range of stores and spares
• Level 2 - Valuation techniques for inputs other than
and long lead time for procurement of it and based on
quoted prices included within Level 1 that are
criticality of spares, the Company believes that net
observable for the asset or Liability either directly
realizable value would be more than cost.
or indirectly.
Fair value of investments:
• Level 3 - Valuation techniques for inputs that are
unobservable for the asset or liability. The Company has invested in the equity instruments of
v arious companies . However, the percentage of
For the purpose of fair value disclosures, the Company
shareholding of the Company in some of such investee
has determined classes of assets and liabilities on the
companies is low and hence, it has not been provided
basis of the nature, characteristics and risks of the asset
with future projections including projected profit and loss
or liability and the level of the fair value hierarchy as
ac count by those inv estee c ompanies. Hence, the
explained above.
valuation exercise carried out by the Company with the
4. Critical and significant accounting judgements, help of an independent valuer has estimated the fair value
estimates and assumptions at each reporting period based on available historical
4.1 Critical estimates and judgements annual reports and other information in the public domain.
In case of other companies , where there are no
The following are the critical judgements, apart from those
c omparable c ompanies’ valuations available (als o
involving estimations that the management have made in
includes start-up companies) and no further information
the process of applying the Company’s accounting policies
available for future projections, capacity utilisation,
and that have the most significant effect on the amounts
commencement of operations , etc., the method of
recognized in the financial statements. Actual results may
valuation followed is cost approach. The Company
differ from these estimates . These estimates and
evaluates the aforesaid position at each period end.
underlying assumptions are reviewed on an ongoing basis.
Revisions to the accounting estimates in the period in Income taxes:
which the estimate is revised if the revision affects only Significant judgements are involved in determining the
that period, or in the period of the revision and future provision for income taxes, including amount expected to
periods if the revision affects both current and future be paid/recovered for uncertain tax positions.
periods.
4.2. Significant accounting judgements, estimates and
Useful lives of property, plant and equipment and assumptions
intangible assets:
The preparation of the company’s financial statements
Management reviews the useful lives of depreciable requires management to make judgements, estimates and
ass ets at eac h reporting. As at Marc h 31, 2024 assumptions that affect the reported amounts of revenues,
management assessed that the useful lives represent the expenses, assets and liabilities, and the accompanying
expected utility of the assets to the Company. Further, disclosures, and the disclosure of contingent liabilities.
there is no significant change in the useful lives as Uncertainty about these assumptions and estimates could
compared to previous year. result in outcomes that require a material adjustment to
(` in lakhs)
Notes
1. The Company has capitalised 400 MTPD Ammonium Sulphate-IV Project ` 7435.52 Lakhs during FY 2023-24.
2. Asset acquisition includes R&D assets of ` 59.07 lakhs (previous year ` 78.55 lakhs).
3. The Company has leased a portion of land to Bank of Baroda for bank premises at Fertilizernagar & Sikka, and GAIL (India) Ltd for establishing CNG
pumping station which is currently operated by Vadodara Gas Limited.
4. The Company has acquired land through Government and also through direct negotiations. The entire land is in possession of the Company. In respect
of other portion of land acquired through direct negotiations, compensation has been paid at the negotiated price. The Company also holds possession
of a portion of land for which no amount has been paid in absence of receipt of awards.
5. The Company established Sikka Jetty at its own cost, which is in operation since 1987. After due discussion with Gujarat Maritime Board (GMB), a
consensus was arrived at establishing ownership of jetty with the Company. Thereafter, in terms of resolution passed by GMB, the ownership of the jetty
at Sikka was transferred to the Company. However, during 1994, GMB has reversed its earlier decision not supported by resolution and contended that
the ownership of the jetty rests with GMB. The Company has made representation to the appropriate authority with regards to the ownership of the jetty
with the Company.The matter of deciding the status of Jetty was under examination at GMB & Government of Gujarat levels since long back. Various
meetings were also held and after due diligence on the matter, it is decided by the Board of GMB supported by a resolution to assign the status of Captive
Jetty to sikka jetty and the Company has to sign Captive Jetty Agreement with GMB. The matter is under discussion with GMB authorities. At present the
Company is in possession of the Jetty and continues to be the owner of the Jetty pending signing of the Agreement.
Notes:
* Less than a Thousand
a) There is no change in the no of shares compare to previous year, except where specifically mentioned above under each case.
b) The equity shares held by the Company in Tunisian Indian Fertilizers S.A., Tunisia (TIFERT) have been pledged to secure the obligations of
TIFERT to their lenders.
c) Investments at fair value through OCI (fully paid) reflect investment in quoted and unquoted equity securities. Refer note 41 for determination of
their fair values.
d) During the year, Gujarat Narmada Valley Fertilizers Co. Ltd. (GNFC) offered for buyback of shares. Out of total 3,07,79,167 no’s of equity shares,
15,93,158 no’s of equity shares are bought back.
e) The company has provided a loan of USD 2.50 Mn to TIFERT for procurement of critical spares and equipment’s. Provided loan carries an interest
of daily average LIBOR plus a margin of 225 basis points. It was provided with a condition of compulsory conversion in equity shares of TIFERT
after 3 years from the date of agreement however the term of loan has been extended for further 3 years by Sponsors on request of TIFERT.
Further extension of the same is under discussion with Board members of TIFERT and Principal amount of the loan along with unpaid interest will
be converted into equity shares of TIFERT at face value after completion of loan term and accordingly the same has been classified as Investment,
as in substance the nature is of the investment. The Fair Value of said loan is ` Nil as on 31st March 2024 & 31st March 2023.
Undisputed Trade Receivable- 47,277.05 2,817.45 17.79 17.85 - 68.35 50,198.49 47,812.46 1,246.54 8.97 12.95 - 70.36 49,151.28
Considered good
Undisputed trade receivable-
Significant increase in credit risk - - - - - - - - - - - - - -
Undisputed Trade Receivable-
Credit Impaired 14.96 12.51 2.16 10.54 12.09 94.01 146.27 13.55 6.22 0.37 6.00 0.09 159.19 185.41
Disputed Trade Receivable-
Considered good - - - - - - - - - - - - - -
Disputed trade receivable-
Significant increase in credit risk - - - - - - - - - - - - - -
Disputed Trade Receivable-
Credit Impaired - 24.21 17.63 - 6.82 6,438.78 6,487.44 - - - - - 6,400.66 6,400.66
47,292.01 2,854.17 37.58 28.39 18.91 6,601.14 56,832.20 47,826.01 1,252.76 9.34 18.95 0.09 6,630.22 55,737.35
Less: Credit Impaired
(Allowance for Doubtful Debt) 14.96 36.72 19.79 10.54 18.91 6,532.79 6,633.71 13.55 6.22 0.37 6.00 0.09 6,559.86 6,586.07
Total Receivables 47,277.05 2,817.45 17.79 17.85 - 68.35 50,198.49 47,812.46 1,246.54 8.97 12.95 - 70.36 49,151.28
d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five
years immediately preceding the reporting date: NIL
e) Details of Promotors holding Shares in the company
Particulars Amount
Cash dividends on equity shares declared and paid:
Final dividend for the year ended on 31 March 2023: ` 10.00 per share
(31 March 2022: ` 2.50 per share) 39,847.75
Total cash dividends declared and paid 39,847.75
Proposed dividends on Equity shares:
Final dividend for the year ended on 31 March 2024: ` 4.00 per share
(31 March 2023: ` 10.00 per share) 15,939.10
Total Proposed dividends 15,939.10
Proposed dividends on equity shares are subject to approval at the annual general meeting
and are not recognised as a liability
1. Capital Reserve: This reserve has been created from amounts forfeited on shares not fully paid up, scheme of capital subsidy for
industries in backwards areas, etc. It is not available for distribution of dividend.
2. Securities Premium: The amount received in excess of face value of the Rights Equity shares issued have been recognised in Share
Premium Reserve, etc. It is not available for distribution of dividend.
3. Capital Redemption Reserve: Capital Redemption Reserve has been created against the redemption of preference shares in earlier
years. It is not available for distribution of dividend.
4. General Reserve: General Reserve represents a reserve other than capital reserve which is not earmarked for a specific purpose.
5. Retained Earnings: Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to
shareholders.
6. Other comprehensive income (OCI): OCI comprises items of income and expenses (including reclassification adjustments) that are
not recognised in profit or loss as required or permitted by Indian Accounting Standards. The components of OCI include: re-measurements
of defined benefit plans, gains and losses arising from investment in equity instruments.
23.
A Income tax asset (net) (` in lakhs)
Particulars As at 31st As at 31st
March, 2024 March, 2023
Advance payment of Income Tax (net) 6,130.41 6,198.22
Micro and Small Enterprises 753.27 25.37 983.70 - - - 1,762.34 - 1,285.39 201.40 - - - 1,486.79
Others 33,212.15 30,086.05 7,806.11 2,273.42 - - 73,377.73 11,628.60 33,131.67 8,267.22 571.51 371.23 3,161.00 57,131.23
Disputed dues – Micro and
Small Enterprises - - - - - - - - - - - - - -
Disputed dues - Others - - - - - 25.03 25.03 - - - - - 25.03 25.03
Total Trade Payables 33,965.42 30,111.42 8,789.81 2,273.42 - 25.03 75,165.10 11,628.60 34,417.06 8,468.62 571.51 371.23 3,186.03 58,643.05
*Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected
by the Management. This has been relied upon by the auditors.
**The above balances include trade payables to related parties ` 2207.58 Lakhs (` 904.85 Lakhs as on 31 March 2023) Refer Note 39.
117
Notes to the Financial Statements
32. Changes in inventory of finished goods, work in process and stock in trade (` in lakhs)
Particulars Year ended Year ended
31st March, 24 31st March, 23
Opening stock
Finished products 58,460.72 59,279.68
Stock in trade 835.30 1,841.95
Work-in-process 3,831.83 2,546.96
63,127.85 63,668.59
Less: Closing stock
Finished products 40,175.20 58,460.72
Stock in trade 6,006.47 835.30
Work-in-process 3,023.22 3,831.83
49,204.90 63,127.85
(Increase) / Decrease 13,922.95 540.74
*Auditors’ remuneration
Particulars Year ended Year ended
st
31 March, 24 31st March, 23
Payment to Statutory Auditors:
For Statutory audit 2.25 2.25
For Taxation matters 1.50 3.48
For other services (including Limited Review fees & certification) 8.94 17.05
For Reimbursement of expenses 0.85 1.19
13.54 23.97
d) Assumptions (` in lakhs)
Pension Gratuity PRMBS
2023-24 2022-23 2023-24 2022-23 2023-24 2022-23
a. Discount Rate (per annum) 7.24% 7.50% 7.23% 7.50% 7.24% 7.53%
b. Estimated Rate of return on Plan Assets (per annum) 7.24% 7.50% 7.23% 7.50% NA NA
c. Medical Cost Inflation (per annum) NA NA NA NA 4.00% 4.00%
(` in lakhs)
Description 2023-24
Pension Gratuity PRMBS
Effect of one percentage point change in the assumed
a. One percentage point increase in Discount Rate (3,427.20) (2,210.78) (523.70)
b. One percentage point decrease in Discount Rate 3,768.90 2,511.46 642.03
Effect of one percentage point change in the assumed Salary
Escalation Rate
a. One percentage point increase in Salary Escalation Rate 3,777.78 2,322.19 NA
b. One percentage point decrease in Salary Escalation Rate (3,496.92) (2,169.34) NA
Effect of one percentage point change in the assumed medical
inflation rate-Benefit Obligation
a. One percentage point increase in medical inflation rate NA NA 657.28
b. One percentage point decrease in medical inflation rate NA NA (543.15)
Following are the list of RPs where Company has no transaction during FY 2023-24 & 2022-23
Name of the party (listed Name of the Counterparty Nature of Relationship with
entity/subsidiary) the listed Entity or its subsidiary
GSFC LTD Gujarat State Financial Investment Limited Promoter
GSFC LTD Vadodara Jal Sanchay Private Limited Subsidiary
GSFC LTD Gujarat Port & Logistic Company Limited Subsidiary
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length
transactions. Related Party Transaction amounts shown in above table are inclusive of taxes.Outstanding balances at
the year-end are unsecured and interest free and settlement occurs in cash.There have been no guarantees provided
or received for any related party receivables or payables. For the year ended 31 March 2024, the Company has not
recorded any impairment of receivables relating to amounts owed by related parties (31st March,2023: Nil). This
assessment is undertaken each financial year through examining the financial position of the related party and the
market in which the related party operates.
Terms and conditions of transactions with related parties:
Transactions with key management personnel: (` in lakhs)
Remuneration to key management personnel: For the year ended
31-Mar-24 31-Mar-23
Short term employee benefits 144.44 174.93
Post employment benefits 15.86 11.71
Long-term employee benefits 12.31 10.85
Total 172.60 197.49
(` in lakhs)
31-Mar-24 31-Mar-23
4 Segment Liabilities
a) Fertilizer Products 1,19,650.39 87,472.02
b) Industrial Products 49,888.21 33,639.11
TOTAL 1,69,538.60 1,21,111.13
5 Unallocated corporate liabilities 57,334.37 59,823.31
6 Total Liabilities 2,26,872.97 1,80,934.44
7 Capital Expenditure
a) Fertilizer Products 10,160.14 9,269.57
b) Industrial Products 6,328.46 987.32
c) Corporate Capital Expenditure 2,486.87 2,104.62
TOTAL 18,975.47 12,361.51
8 Depreciation and Amortisation
a) Fertilizer Products 9,333.83 9,226.86
b) Industrial Products 8,860.21 8,818.16
c) Unallocated corporate 108.02 106.29
TOTAL 18,302.06 18,151.31
9 Non-Cash expenses
a) Fertilizer Products 27,309.66 2,906.26
b) Industrial Products 18,841.19 1,698.31
TOTAL 46,150.85 4,604.58
D] As per the directives issued by Department of Fertilizers (DoF), Company needs to report P&K fertilizers as a
separate segment in Annual Audited Accounts. Accordingly, as per the DoF evaluation criteria for FY 2023-24,
the P&K Fertilizers- Manufacturing Revenue and P&K Fertilizers-Imported Revenue is reported at ` 4299.28
Crores & ` 615 Crores respectively. The Segment Result is reported at ` 246.72 Crores for P&K Fertilizers-
Manufacturing and at ` 115.88 Crores for P&K Fertilizers-Imported.”
Particulars Valuation technique(s) & Fair Value (` In Lakhs) as at Fair Value Significant Relationship of unobservable input(s) to
key input(s) 31-03-2024 31-03-2023 hierarchy unobservable input(s) fair value
2) Investments in Market Approach- Investment in Investment in Level 3 Market Multiple Increasing/Decreasing the Market Multiples
equity Comparable companies-In companies engaged companies engaged Discount ranging from by probability weighted range, would change
instruments at this approach, the value of in business of in business of 15% to 25% (As at the FV by +INR 3519.00 lakhs & -INR
FVTOCI shares / business of a fertilizers industry - fertilizers industry - 31.3.23, from 15% to 3903.30 lakhs. (As at 31.3.23, +INR
(unquoted) (see company is determined aggregate fair value of aggregate fair value 25% ) 1597.50 lakhs & -INR 2182.50 lakhs)
note 7) based on market multiples of ` 74,770.43 of ` 80,707.50
publicly traded comparable
companies.
The appropriate multiple is
generally based on
performance of listed
companies with similar
business model and size
(Refer note 1 below).
Cost Approach- In this Investment in Investment in Level 3 Market Multiple Increasing/Decreasing the Market Multiples
approach, Replacement companies engaged companies engaged Discount ranging from by probability weighted range, would change
Cost method & Book Value in business of storage in business of 10% to 20% (As at the FV by +INR 1256.97 lakhs & -INR
method used. & facilities - aggregate storage facilities - 31.3.23 from 25% to 1226.32 lakhs. (As at 31.3.23, +INR 4905.26
Income Approach- In this fair value of aggregate fair value 35%) lakhs & -INR 3678.95 lakhs)
approach, discounted cash ` 21,092.63 of ` 34,336.84
flow method used to capture
the present value of the
expected future economic
benefits to be derived from
the ownership of this
investee.
Cost Approach- Net Asset Investment in Investment in Level 3 Discount to Book Value Increasing/Decreasing the Discounting
Value - In this approach, companies engaged companies engaged ranging from 15% to Factor by probability weighted range, would
total value is based on the in power and finance in power and finance 30% (As at 31.3.23 from change the FV by +INR 22.01 lakhs & -INR
sum of net asset value as industry - aggregate industry - aggregate 15% to 30%) 20.83 lakhs (As at 31.3.23, +INR 19.90 lakhs
recorded on the balance fair value of ` 189.63 fair value of & -INR 18.70 lakhs)
sheet. A net asset ` 167.50
methodology is most
applicable for businesses
where the value lies in the
underlying assets and not the
ongoing operations of the
business. (Refer note 1 and 2
below).
(Refer Note below) Investment in Investment in Level 3 10% +/- over base 10% increase/Decrease over base value,
company engaged in company engaged value(As at 31.3.23, would change FV by +INR 371.30 lakhs & -
the business of gas in the business of 10% +/- over base INR 373.65 lakhs. (As at 31.3.23, +INR
marketing - aggregate gas marketing - value) 352.50 lakhs & -INR 350.15 lakhs)
fair value of aggregate fair value
` 4,117.20 of ` 3,569.65
Note : Under this method the value of each business/assets/investment has been arrived separately and total value estimate for the company presented as the
sum of all its business/assets/investment.
Note 1 :The Company has invested in the equity instruments of various companies. However, the percentage of
shareholding of the Company in such investee companies is very low and hence, it has not been provided with future
projections including projected profit and loss account by those investee companies. Hence, the independent valuer
appointed by the Company has estimated fair value based on available historical Annual Reports of such companies
and other information as available in the public domain. Since the future projections are not available, discounted
cashflow approach for fair value determination has not been followed.
Note 2 : In case of some companies, there are no comparable companies valuations available. In light of no information
available for future projections, capacity utilisation, commencement of operations, etc., the valuation is based on cost
approach.
ii) Transfers between Levels 1 and 2
There have been no transfers between Level 1 and Level 2 during 2023-24 & 2022-23.
iii) Level 3 fair values
Reconciliation of Level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
(` in lakhs)
Paticulars Equity securities
Opening Balance (1 April 2023) 1,18,781.49
Net change in fair value (unrealised) (18,611.61)
Purchases -
Closing Balance (31 March 2024) 1,00,169.88
i. Risk
The Company’s board of directors has overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Company manages market risk through a Financial risk
management committee, which evaluates and exercises independent control over the entire process of
market risk management. The treasury department recommends risk management objectives and policies,
which are approved by Audit cum finance committee and Board of Directors. The activities of this department
include management of cash resources, implementing hedging strategies for foreign currency exposures,
borrowing strategies, and ensuring compliance with market risk limits and policies.
The Company’s risk management policies are established to identify and analyse the risks faced by the
Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Company’s activities. The Company, through its training and management standards and procedures, aims
to maintain a disciplined and constructive control environment in which all employees understand their
roles and obligations.
The audit cum finance committee oversees how management monitors compliance with the company’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal
audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures,
the results of which are reported to the audit committee.
Impairment
The ageing of trade and other receivables that were not impaired was as follows.
(` in lakhs)
Particulars Carrying amount
March 31, 2024 March 31, 2023
Less than 6 Months 1,18,924.46 1,92,707.75
Past due 6 Months - 1 Year 18,757.35 18,971.65
Past due 1 Year - 2 Year 10,819.66 3,058.62
Past due 2 Year - 3 Year 1,959.00 54.20
Past due more than 3 Year 10,368.82 10,388.24
1,60,829.29 2,25,180.46
Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in
full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying
customers’ credit ratings if they are available.
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at 31st March would
have affected the measurement of financial instruments denominated in US dollars and affected equity and profit
or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates,
remain constant and ignores any impact of forecast sales and purchases.
(` in lakhs)
31 March 24 31 March 23
Effect in INR Strengthening Weakening Strengthening Weakening
10% movement
USD 2,149.06 (1,228.04) (249.95) 991.40
CAD 462.48 (462.48) 462.48 (462.48)
The nature of services and its disclosure of timing of satisfaction of performance obligation is mentioned in
para 3.1 of Note No 3.There are no contract assets in the Balance Sheet. Contract Liabilities in the Balance
Sheet constitutes advances from customers. The Company expects to recognise such revenue in the next
financial year. There were no significant changes in contract liabilities during the reporting period except
amount as mentioned in the table and explanation given above. Under the payment terms generally applicable
to the Company’s revenue generating activities, prepayments are received only to a limited extent. Typically,
payment is due upon or after completion of delivery of the goods.
Gandhinagar
21st May, 2024
Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in Annual Report (i.e. the Board’s Report and Annexure to Board’s Report, Business
Responsibility & Sustainability Report, Management Discussion and Analysis, Corporate Governance Report and
Shareholder’s Information) but does not include the consolidated financial statements and our auditor’s report
thereon. The other information is expected to be made available to us after the date of this auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Other Information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance as required under SA 720 (Revised) ‘The Auditor’s
Responsibilities Relating to Other Information’.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated
financial position, consolidated financial performance, consolidated total comprehensive income, con solidated
statement of changes in equity and consolidated cash flows of the Group and its associates in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act, as amended.
The respective Board of Directors of the Group and of its associates are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and of its
associates and for preventing and detecting frauds and other irregularities; the selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the consolidated
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors
of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the
Group and it associates are responsible for assessing the ability of the Group and its associates to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the group and its associates or to cease operations, or has
no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and its associates are also responsible for
overseeing the financial reporting process of the group and of its associates.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Holding Company has adequate internal financial controls with reference to these
consolidated financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group and its associates to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities of the Group and its associates of which we are the independent auditors, to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and performance of the
audit of the financial statements of such entities included in the consolidated financial statements of which we
are the independent auditors. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in
the consolidated financial statements of which we are the independent auditors regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Other Matters
The consolidated financial statements includes the unaudited financial statements / financial information of 3
subsidiaries, whose financial statement / financial information reflects total assets of ` 15,312.24 Lakhs as at March
31, 2024, total revenue of ` 44,624.43 Lakhs, total net loss of ` 413.94 Lakhs and total comprehensive income of
( ` 411.82 Lakhs) for the year ended March 31, 2024 respectively and net cash inflow of ` 463.21 Lakhs for the year
ended on March 31, 2024 as considered in the financial statement. The consolidated financial statements also
include associates profit/ (loss) after tax of ` 841.36 Lakhs and total comprehensive income of ` 840.04 Lakhs for the
year ended March 31, 2024, as considered in the statement of respect of 3 associates whose financial statements /
financial information have not been audited. This financial statements / financial information are unaudited and have
been furnished to us by the Management and our opinion on the consolidated financial statements / financial
information, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and
associates, is solely based on such unaudited financial statements / financial information. In our opinion and according
to the information and explanations given to us by the Management, this financial statements / financial information
are not material to the Group.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of
the other auditor.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation
of the financial statements have been kept so far as it appears from our examination of those books and the
report of the other auditor.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including of Other
Comprehensive Income), Consolidated Statement of Changes in Equity and the Consolidated Cash Flows
Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of
preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified
under Section 133 of the Act, as amended.
e) On the basis of the written representations received from the directors of the Holding Company as on March 31,
2024 taken on record by the Board of Directors of the Holding Company/subsidiary company/its associates
companies incorporated in India, none of the directors of these entities is disqualified as on March 31, 2024
from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements
of the Holding Company and its subsidiaries incorporated in India and the operating effectiveness of such
controls, refer to our separate Report in “Annexure A” to this report.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
Section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the managerial
remuneration has been paid/provided by the Group and its associates incorporated in India, to its directors
during the year is in accordance with the provisions of section 197 Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and
according to the explanations given to us:
i) The consolidated financial statements disclose the impact of pending litigations on its consolidated financial
position of the Group in its consolidated financial statements - Refer Note 38 to the consolidated financial
statements.
ii) Provision has been made in the consolidated financial statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the group.
iv) (a) The management has represented that, to the best of their knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the group and its associates to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the group (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of their knowledge and belief, no funds have been
received by the group and its associates from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the group
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that has been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
mis-statement.
v) The final dividend proposed in the previous year, declared and paid by the group during the year, is in
compliance with section 123 of the Act.
As stated in note 20 to the consolidated financial statement, the Board of Directors of the Holding Company
has proposed final dividend for the year which is subject to the approval of the members at the ensuing
Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as
applicable.
vi) Based on our examination, which included test checks, performed by us on the Group and associates
incorporated in India, except for the instances mentioned below, have used accounting software for
maintaining their books of account for the financial year ended March 31, 2024 which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares. Further, during the course of our audit, we have not come across
any instance of audit trail feature being tampered with.
The financial statements of the three subsidiaries and two associates incorporated in India, that are not material to
the consolidated financial statements of the Group, have not been audited under the provisions of the Act as of the
date of this report. Therefore, we are unable to comment on the reporting requirement under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 in respect of these three subsidiaries and two associates.
As proviso to Rule 3(1) of the Companies(accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as the per the statutory
requirements for record retention is not applicable for the financial year ended March 31, 2024.
Sd/-
Tejal Parikh
Partner
Place: Gandhinagar Membership No. 109600
Date: May 21, 2024 UDIN: 24109600BKACFZ6347
ANNEXURE A
THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS
OF GUJARAT STATE FERTILIZERS & CHEMICALS LIMITED.
(Referred to in Paragraph 1(f) under the Heading of “Report on Other Legal and Regulatory Requirements”
section of our Report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
In conjunction with our audit of the consolidated financial statement of GUJARAT STATE FERTILIZERS AND
CHEMICALS LIMITED (hereinafter referred to as “the Holding Company”) company as of and for the year ended
March 31, 2024, we have audited the internal financial controls with reference to consolidated financial statements
of the Holding Company and its subsidiary companies (the Holding Company and its subsidiaries together referred
to as “the Group”) which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the companies included in the Group, which are companies incorporated in
India, are responsible for establishing and maintaining internal financial controls based on the internal control over
financial reporting criteria established by these entities, considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note)
issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to respective Company’s polic ies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Companies
Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial control with reference to consolidated financial
statements of the Holding Company and subsidiary companies, which are incorporated in India, based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on
Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with
reference to financial statements was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls with reference to consolidated financial statements and their operating effectiveness. Our audit of internal
financial controls with reference to consolidated financial statements included obtaining an understanding of internal
financial controls with reference to financial statements, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement
of the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence obtained by us and the other auditor of the subsidiary companies incorporated in
India, in terms of their report referred to in the Other Matters paragraph below, is sufficient and appropriate to provide
a basis for our audit opinion on the internal financial with reference to consolidated financial statements of the
Holding Company and subsidiary companies which are incorporated in India.
Meaning of Internal Financial Controls with reference to Consolidated Financial Statements
A company’s internal financial control with reference to consolidated financial statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal financial
control with reference to consolidated financial statements includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Inherent Limitations of Internal Financial Controls with reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements,
including the possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with
reference to consolidated financial statements to future periods are subject to the risk that the internal financial
control with reference to consolidated financial statements may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us and based on the
consideration of the report of other auditor, as referred to in the Other Matters paragraph below, the holding company
and its subsidiary companies which are incorporated in India, have, in all material respects, an adequate internal
financial controls with reference to consolidated financial statements and such internal financial controls with reference
to consolidated financial statements were operating effectively as at March 31, 2024, based on the internal control
over financial reporting established by the respective companies, considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
Other Matters
Our aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal
financial controls with reference to financial statements in so far as it relates to standalone financial statements of
subsidiary companies which are incorporated in India, is based solely on the corresponding reports of the auditor of
such company.
Our opinion is not modified in respect of the above matter.
Sd/-
Tejal Parikh
Partner
Place : Gandhinagar Membership No. 109600
Date : May 21, 2024 UDIN : 24109600BKACFZ6347
(` in lakhs)
Particulars Note As at As at
31st March 2024 31st March 2023
A. ASSETS
1. Non-current assets
(a) Property, Plant and Equipments 5 2,50,582.25 2,53,626.40
(b) Capital work-in-progress 5 23,583.25 19,959.93
(c) Right of Use Assets 5 4,018.50 4,151.71
(d) Other Intangible assets 6 257.21 175.04
(e) Financial Assets
(i) Investments
- Investments in Associates 7 12,907.27 12,079.72
- Investments - Others 7 5,88,628.71 5,20,869.74
(ii) Others financial assets 8 8,553.71 3,017.89
(f) Income tax assets (Net) 23 6,130.41 6,198.22
(g) Other non current assets 9 40,295.71 33,530.07
9,34,957.02 8,53,608.72
2. Current assets
(a) Inventories 10 1,30,475.64 1,32,371.25
(b) Financial Assets
(i) Trade receivable 11 51,008.48 49,741.34
(ii) Government subsidies receivable 12 1,07,558.99 1,66,073.77
(iii) Cash and cash equivalents 13 53,229.27 1,09,789.75
(iv) Bank balances other than (iii) above 14 1,77,067.25 34,186.78
(v) Loans 15 25,886.96 24,793.53
(vi) Others financial assets 16 8,188.03 1,318.24
(c) Other current assets 17 16,697.56 19,041.18
5,70,112.18 5,37,315.84
TOTAL ASSETS 15,05,069.20 13,90,924.56
B. EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 19 7,969.55 7,969.55
(b) Other Equity 20 12,64,729.16 11,96,017.24
(c) Non Controlling Interest 131.27 157.34
12,72,829.98 12,04,144.13
(` in lakhs)
Particulars Note As at As at
31st March 2024 31st March 2023
LIABILITIES
1. Non-current liabilities
(a) Financial Liabilities
(i) Lease Liabilities - Non Current 24 152.12 148.23
(b) Provisions 21 56,917.77 31,158.19
(c) Deferred Subsidy Income 160.13 71.36
(d) Deferred tax liabilities (Net) 23 44,654.20 47,319.34
1,01,884.22 78,697.12
2. Current liabilities
(a) Financial Liabilities
(i) Borrowings 22 250.45 -
(ii) Lease Liabilities - Current 24 108.30 90.62
(iii) Trade payables 25
- Total outstanding dues of micro enterprise and
small enterprise 3,598.53 3,144.50
- Total outstanding dues of creditors other than
micro enterprise and small enterprise 76,253.83 60,759.91
(iv) Other financial Liabilities 26 29,682.89 25,155.68
(b) Other current liabilities 27 5,311.28 7,008.46
(c) Provisions 28 14,348.96 9,636.72
(d) Current tax liabilities (Net) 23 800.76 2,287.42
1,30,355.00 1,08,083.31
TOTAL EQUITY & LIABILITIES 15,05,069.20 13,90,924.56
See accompanying notes forming part of the
financial statements 1 to 50
Gandhinagar
21st May, 2024
(` in lakhs)
Particulars Note Year Ended 31st March
2024 2023
I Income
Revenue from operations 29 9,15,464.41 11,36,869.41
Other income 30 37,689.27 14,884.89
Total income 9,53,153.68 11,51,754.30
II Expenses
Cost of materials consumed 31 4,76,121.45 5,85,147.86
Purchase of stock in trade 86,586.61 1,14,137.48
Changes in inventories of finished goods, work in process and
stock in trade 32 18,831.11 (4,990.40)
Power and Fuel 1,09,465.84 1,24,981.51
Employee benefits expense 33 84,982.53 66,807.96
Finance costs 34 1,119.51 1,502.63
Depreciation and amortization expense 18,347.75 18,201.50
Other expenses 35 88,160.37 91,997.63
Total Expenses 8,83,615.18 9,97,786.17
III Profit before share of profit/(loss) of Associates 69,538.50 1,53,968.13
IV Share of profit of Associates 841.36 300.12
V Profit before tax 70,379.87 1,54,268.25
VI Tax expense
Current tax 15,167.33 41,264.70
Deferred tax 23 (236.78) (11,567.93)
Tax related to earlier years 23 (929.14) (2,020.29)
VII Profit for the year 56,378.46 1,26,591.77
VIII Other Comprehensive Income
(A) Items that will be reclassified to profit or loss - -
(B) Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit plans (30,113.69) 3,615.60
Income tax effect on above 7,578.69 (1,918.77)
Net fair value (loss) / gain on investments in equity instruments at
FVTOCI 79,840.50 (1,00,728.72)
- Income tax effect on above (5,150.34) 9,169.31
Net other comprehensive income that will not be reclassified to
profit or loss 52,155.16 (89,862.58)
IX Total Comprehensive Income for the year (VII+VIII) 1,08,533.61 36,729.19
Net Profit attributable to :
(a) Owners of the company 56,404.51 1,26,588.66
(b) Non Controlling Interest (26.05) 3.12
Other Comprehensive Income attributable to :
(a) Owners of the company 52,155.16 (89,862.58)
(b) Non Controlling Interest - -
Total Comprehensive Income attributable to :
(a) Owners of the company 1,08,559.67 36,726.08
(b) Non Controlling Interest (26.05) 3.12
Earnings per equity share (face value of ` 2/- each)
Basic and Diluted Earnings per equity share: 36 14.16 31.77
See accompanying notes forming part of the financial statements 1 to 50
Gandhinagar
21st May, 2024
(` in lakhs)
Particulars Year Ended 31st March
2024 2023
A Cash Flow From Operating Activities :
Profit Before Tax 70,379.87 1,54,268.25
Adjustments for :
Depreciation and amortisation expense 18,347.75 18,201.50
Amortisation of lease hold land 297. 53 297. 53
Share of Profit of Associates (841.36) (300.12)
Unrealised Foreign Exchange(Gain)/Loss (141.53) (329.83)
Provision for Assets Retiring Obligation 213. 35 196. 74
Finance cost 654. 74 1,005.20
Interest income (14,223.39) (5,723.93)
Loss/ (Profit) on fixed assets sold/written off 32.87 (128.49)
Dividend income (14,653.60) (5,114.54)
Excess Provision written Back (4,911.38) -
Deferred Subsidy Income (11.22) (11.22)
Provision for doubtful debts/advances 125. 44 157. 63
Operating Profit before Working Capital Changes 55,269.07 1,62,518.71
Movements in working capital:
Inventories 1,895.61 6,782.58
Trade receivables, loans and advances and other assets (85,946.25) (12,413.01)
Trade payables, other current liabilities and provision 17,628.55 (17,689.62)
Cash Generated from Operations (11,153.03) 1,39,198.66
Direct taxes paid (net of refunds) (15,654.54) (46,809.32)
Net Cash Flow from Operating Activities (26,807.56) 92,389.34
B Cash Flow From Investing Activities :
Purchase of property, plant & equipments (including CWIP & capital advances) (24,020.21) (14,202.63)
Purchase of non current investments - (1,978.56)
Sale of investments 12,267.32 -
Investment in FD 25.00 33.50
Interest received 7,620.31 7,021.51
Dividend received 14,666.10 5,189.54
Net Cash Flow used in Investing Activities 10,558.51 (3,936.64)
C Cash Flow From Financing Activities
Net increase/(decrease) in short term borrowings 250. 45 (282.27)
Interest paid (622.01) (968.71)
Dividend paid (39,765.40) (9,991.06)
Lease Liability Payment (141.73) (133.04)
Lease Interest Paid (32.73) (36.49)
Net Cash Flow from/ (used in) Financing Activities (40,311.42) (11,411.58)
Net Increase/ (Decrease) in Cash & Cash Equivalents (56,560.47) 77,041.13
Cash and Cash Equivalents as at the beginning of the year 1,09,789.75 32,748.62
Cash and Cash Equivalents as at end of the year (Refer Note-13) 53,229.27 1,09,789.75
Notes:
Components of Cash and cash equivalents
Cash on hand 73.99 70.73
Balances with banks
In current accounts 3,104.25 2,965.29
Debit balance in Cash Credit Account 5,595.69 3,087.41
Deposit with original maturity of less than three months 44,455.34 1,03,666.32
Liquid Deposits with Financial Institutions - -
Total Cash and cash equivalents 53,229.27 1,09,789.75
The Cash flow statement has been prepared under the indirect method as set out in the Indian Accounting Standard 7 on Cash Flows
Statement.
See accompanying notes forming part of the financial statements
In terms of our report attached.
For Parikh Mehta & Associates Kamal Dayani Tapan Ray
Chartered Accountants Managing Director Director
Firm Registration No.: 112832W (DIN-05351774) (DIN-00728682)
Tejal Parikh
Partner V. D. Nanavaty Nidhi Pillai
Membership No.: 109600 ED (Finance) & CFO Company Secretary
Gandhinagar
21st May, 2024
Gandhinagar
21st May, 2024
Notes to the Consolidated Financial Statements for the subsidiary. Subsidiaries have been consolidated on a
year ended March 31, 2024 line-by-line basis by adding together the book values of
1. Corporate Information the like items of assets, liabilities, equity, income and
expenses. Intercompany transactions, balances and
Gujarat State Fertilizers and Chemicals Limited “the
unrealized gains resulting on intra-group transactions are
Company” is a public company domiciled in India and is
eliminated in full. Unrealized losses resulting from intra-
incorporated under the provisions of the Companies Act
group transactions are eliminated in arriving at the
applicable in India. The Company is principally engaged
carrying amount of assets unless transaction provides
in production of fertilizers and chemicals. Its shares are
an evidence of impairment of transferred asset.
listed on two recognised stock exchanges in India. The
regis tered office of the Company is loc ated at Non-controlling interests represent the portion of profit or
Fertilizernagar - 391 750, Dist. Vadodara. loss and net assets not held by the Group and are
These consolidated financial statements were authorised presented separately in the Statement of Profit and Loss
for issuance by the Board of Directors of the Company in and Consolidated Balance Sheet, separately from parent
their meeting held on May 21, 2024. shareholders’ equity. Profit and loss and each component
of other comprehensive income (OCI) are attributed to
2. Basis of preparation of Consolidated Financial the equity holders of the parent of the Group and to the
Statements non-controlling interests, even if this results in the non-
2.1 Basis of preparation and compliance with Ind AS controlling interests having a deficit balance.
The consolidated financial statements are prepared in Changes in the Group’s ownership interests in subsidiaries
accordance with the principles and procedures laid down that do not result in the Group losing control over the
under the Accounting Standard notified under Section subsidiaries are accounted for as equity transactions.
133 of the Companies Act 2013 read with Rule 7 of the The carrying amounts of the Groups interests and the
Companies (Accounts) Rules, 2014. non-controlling interests are adjusted to reflect the
2.2 Principles of Consolidation changes in their relative interests in the subsidiaries.
The consolidated financial statements comprise the Associates - Equity Accounting
financial statements of the Company, its subsidiaries and An associate is an entity over which the Group has
equity accounting of its investment in associates. significant influence. Significant influence is the power to
Consolidation financial statements are prepared using participate in the financial and operating policy decisions
uniform accounting policies for like transactions and other of the investee but is not control or joint control over
event in similar circumstances. If a member of the group those policies.
uses accounting policies other than those adopted in the The results and assets and liabilities of associates are
c onsolidated financ ial s tatements , appropriate incorporated in the consolidated financial statements using
adjustments are made to that group member’s financial the equity method of accounting. Under the equity method,
statements in preparing the cons olidated financial an investment in an associate is initially recognized at
s tatements to ensure conformity with the group’s cost and adjusted thereafter to recognize the Group’s
accounting policies. share of post-acquisition profits or losses and that of
The financial statements of all the entities used for the other c omprehensive income of the as s oc iate.
purpose of consolidation are drawn up to same reporting Distributions received from an associate reduce the
date as that of the parent company. When the end of the carrying amount of the investment. Unrealized gains and
reporting period of the parent is different from that of a losses resulting from transactions between the Group,
subsidiary, jointly controlled entity or associate, the Associate entities are eliminated to the extent of the
respective entity prepares, for consolidation purposes, interest in the Associate entities.
additional financial information as of the same date as the After application of the equity method, at each reporting
financial statements of the parent to enable the parent to date, the Group determines whether there is objective
consolidate the financial information of the said entity, evidence that the investment in the associate is impaired.
unless it is impracticable to do so. If there exists such evidence, the Group determines extent
The c ons olidated financial statements hav e been of impairment and then recogniz es the los s in the
prepared on the following basis. Statement of Profit and Loss.
Subsidiaries Upon loss of significant influence over the associate, the
Subsidiaries are all entities over which the Group has Group measures and recognizes any retained investment
control. The Group controls an entity when the Group is at its fair value. Any difference between the carrying
exposed, or has rights, to variable returns from its power amount of the associate and the fair value of the retained
and involvement with the investee and has the ability to investment and proceeds from disposal is recognized in
affect those returns through its power over the investee. profit and loss.
Subsidiaries are considered for consolidation when the The list of c ompanies inc luded in c ons olidation,
Group obtains control over the s ubsidiary and are relationships with the company and shareholding therein
derecognized when the Group los es control of the is provided in Note No. 49.
2.3 Basis of measurement • The income generating activities have been carried
The c ons olidated financial statements hav e been out on the basis of a binding agreement.
prepared on a going concern basis, using historical cost • The income can be measured reliably.
convention and on an accrual method of accounting, • It is probable that the economic benefits associated
except for the following assets and liabilities which have with the transaction will flow to the Group.
been measured at fair value, as required by relevant Ind
• Costs relating to the transaction can be measured
AS.
reliably.
1. Derivative financial instruments
Revenue for all businesses is recognized upon transfer
2. Certain financial assets and liabilities measured at of control of promised goods or services to customers in
fair value (refer accounting policy regarding financial an amount that reflects the consideration to which the
instruments) Group expects to be entitled in exchange for the goods
3. Defined benefit plans and services.
2.4 Functional and presentation currency Revenue towards satisfaction of a performance obligation
is measured at the amount of the transaction price (net of
The consolidated financial statements are prepared in
variable consideration) allocated to that performance
Indian Rupees, which is the Group’s functional and
obligation. The transaction price of fertilizer products sold
presentation currency. All financial information presented
is net of variable consideration on account of various
in Indian Rupees has been rounded to the nearest lakhs discounts, incentives, rebates and GST collected on behalf
with two decimals. of Government. Revenue is also recognised on sale of
2.5 Current and non-current classification goods in case where the delivery is kept pending at the
The Group presents assets and liabilities in the Balance instance of the customer, as the performance obligation
Sheet based on current / non-current classification. has been satisfied and control are transferred and
customer takes title and accepts billing as per usual
An asset is classified as current if it satisfies any of the payment terms.
following criteria:
Sales of industrial products are accounted on the dispatch
a) It is expected to be realised or intended to sold or basis except export sales, which are recognised on the
consumed in the Group’s normal operating cycle, basis of bill of lading on satisfaction of performance and
b) It is held primarily for the purpose of trading, transfer of control.
c) It is expected to be realised within twelve months The amounts receivable from various agencies are
after the reporting period, or accounted for on accrual basis except interest on delayed
d) It is a cash or cash equivalent unless restricted payments, refunds from customs & excise authorities,
from being exchanged or used to settle a liability insurance claims (other than marine claims), etc. where
for at least twelve months after the reporting period. it is not possible to ascertain the income with reasonable
accuracy or in absence of finality of the transaction.
All other assets are classified as non-current.
Revenues in excess of invoicing are classified as contract
A liability is classified as current if it satisfies any of the assets (referred as unbilled revenue) while invoicing in
following criteria: excess of revenues are classified as contract liabilities
a) it is expected to be settled in the Group’s normal (which we refer to as unearned revenues).
operating cycle, Subsidy income
b) it is held primarily for the purpose of trading, Urea subsidy income is recognised on the basis of the
c) it is due to be settled within twelve months after the rates notified from time to time by the Government of
reporting period India on the quantity of fertilisers sold by the Group for
the period for which notification has been issued, further
d) there is no unconditional right to defer the settlement
adjusted for input price escalation/de-escalation estimated
of the liability for at least twelve months after the
by management, based on prescribed norms as notified
reporting period
by Govt. of India.
The Group classifies all other liabilities as non-current.
Subsidy on Phosphatic and Potassic (P&K) fertilizers is
Current liabilities include current portion of non-current
recognized as per concession rates notified by the
financial liabilities.
Government of India in accordance with Nutrient Based
Deferred tax assets and liabilities are classified as non- Subsidy Policy from time to time and Freight subsidy has
current assets and liabilities. been ac c ounted for in line with the polic y of the
3 Material Accounting Policies Government of India.
3.1 Revenue recognition Subsidy on City Compost is recognized based on rates,
as notified by the Government of India.
The G roup deriv es rev enues primarily from
manufacturing of Fertilizers and Chemical Products. Interest income
Revenue from Operations is recognised in the Statement For all debt instruments measured either at amortised
of Profit and Loss when: cost or at fair value through other comprehensive income,
interest income is recorded using the effective interest tax liabilities are offset where the entity has a legally
rate (EIR), which is the rate that exactly discounts the enforceable right to offset and intends either to settle on a
estimated future cash payments or receipts over the net basis, or to realise the asset and settle the liability
expected life of the financial instrument or a shorter period, simultaneously.
where appropriate, to the gross carrying amount of the Current and deferred tax is recognised in profit or loss,
financial asset or to the amortised cost of a financial except to the extent that it relates to items recognised in
liability. Interest income is included in other income in the other comprehensive income or directly in equity. In this
statement of profit and loss. case, the tax is also recognised in other comprehensive
Dividends income or directly in equity, respectively.
Dividend income is accounted for when the right to receive 3.3 Non-current assets held for sale
the s ame is es tablished, whic h is generally when The Group classifies non-current assets as held for sale
shareholders approve the dividend. if their carrying amounts will be recovered principally
Insurance Claims through a sale rather than through continuing use. The
Claims receivable on account of insurance are accounted Group treats sale of the asset to be highly probable when:
for to the extent no significant uncertainty exist for the The appropriate level of management is committed
measurement and realisation of the amount. to a plan to sell the asset,
Rental Income An ac tiv e programme to loc ate a buyer and
Rental income arising from operating leases is accounted complete the plan has been initiated,
for on a straight-line basis over the lease terms and is The sale is expected to qualify for recognition as a
included in revenue in the statement of profit or loss due completed sale within one year from the date of
to its operating nature. classification, and
3.2 Taxes Actions required to complete the plan indicate that
Tax expense comprises of current income tax & deferred it is unlikely that significant changes to the plan will
tax be made or that the plan will be withdrawn.
Current income tax Non-current assets held for sale are measured at the
lower of their carrying amount and the fair value less
Current income tax assets and liabilities are measured at
costs to sell. Assets and liabilities classified as held for
the amount expected to be recovered from or paid to the
sale are presented separately in the balance sheet.
taxation authorities, based on the rates and tax laws
enacted or substantively enacted, at the reporting date in Property, plant and equipment and intangible assets once
India where the entity operates and generates taxable classified as held for sale are not depreciated or amortised.
income. 3.4 Property, plant and equipment and intangible assets
Current tax items are recognised in correlation to the Freehold land is carried at historical cost. All other items
underlying transaction either in OCI or directly in equity. of property, plant and equipment are stated at historical
Management periodically evaluates positions taken in the cost less accumulated depreciation and accumulated
tax returns with respect to situations in which applicable impairment losses, if any. His toric al cos t inc ludes
tax regulations are subject to interpretation and expenditure that is directly attributable to the acquisition
establishes provisions where appropriate. of the items.
Deferred tax The cost of an item of property, plant and equipment
comprises of its purchase price including import duties
Deferred income tax is provided in full, using the liability
and other non- refundable taxes and levies, directly
method, on temporary differences arising between the
attributable cost of bringing the asset to its working
tax bases of assets and liabilities and their carrying
condition for its intended use and the initial estimate of
amounts in the financial statements. Deferred income tax
decommissioning, restoration and similar liabilities, if any.
is determined using tax rates (and laws) that have been
Any trade discounts and rebates are deducted in arriving
enacted or substantially enacted by the end of the reporting
the purchase price.
period and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax Subsequent costs are included in the asset’s carrying
liability is settled. amount or rec ognised as a s eparate as set, as
appropriate, only when it is probable that future economic
Deferred tax assets are recognised for all deductible
benefits associated with the item will flow to the Group
temporary differences and unused tax losses only if it is
and the cost of the item can be measured reliably. Such
probable that future taxable amounts will be available to
cost includes the cost of replacing part of the plant and
utilise those temporary differences and losses.
equipment. When significant parts of plant and equipment
Deferred tax assets and liabilities are offset when there is are required to be replaced at intervals, the Group
a legally enforceable right to offset current tax assets depreciates them separately based on their specific useful
and liabilities and when the deferred tax balances relate lives. Items of stores and spares that meet the definition
to the same taxation authority. Current tax assets and of property, plant and equipment are capitalized at cost.
Otherwise, such items are classified as inventories. The of the assets. The residual values are not more than 5%
carrying amount of any component accounted for as a of the original cost of the asset.
separate asset is derecognised when replaced. All other The assets’ residual values and useful lives are reviewed,
repairs and maintenance are charged to profit or loss and adjusted if appropriate, at the end of each reporting
during the reporting period in which they are incurred period.
Assets under erection / installation of the existing projects An asset’s carrying amount is written down immediately
and schemes and on-going projects and schemes are to its recoverable amount if the asset’s carrying amount
shown as “Capital Work in Progress”. is greater than its estimated recoverable amount.
Capital advances given for procurement of Property, plant Leasehold land, other than that on perpetual lease, is
and equipment are treated as other non-current assets. amortized over the life of the lease.
In the absence of availability of specific original cost in Intangible assets are amortized over their estimated
respect of a part of assets capitalised under turn-key economic lives but not exceeding ten years on a straight-
contracts, the original value of such asset written / line basis.
disposed off is estimated on the basis of its current cost
adjusted for price and technological factors. The useful lives of the property, plant and equipment are
as follows:
Major cost of civil works required as plant and machinery
s upports , on the bas is of tec hnical estimates, is Assets Estimated Useful life
considered as Plant & Machinery. Freehold Land —
Intangible assets Leasehold Land 20 years
Intangible assets are recognised when it is probable that Buildings 30-60 years
the future economic benefits that are attributable to the Bridge, culverts, bunders, etc. 30 years
assets will flow to the Group and the cost of the asset can Roads 5-10 years
be measured reliably.
Plant and machinery 15-25 years
Intangible assets acquired separately are measured on
initial recognition at cost. Following initial recognition, Furniture and fittings 10 years
intangible assets are carried at cost less any accumulated Motor Vehicles 5-10 years
amortisation and accumulated impairment losses, if any. Railway sidings 15 years
Cost of intangible assets comprises of purchase price
Office equipment 5 years
and attributable expenditure on making the asset ready
for its intended use. Internally generated intangibles, Computers and Data Processing units 3-6 years
exc luding c apitalised dev elopment c os ts, are not Laboratory equipment 10 years
capitalised and the related expenditure is reflected in profit Electrical Installation and Equipment 10 years
or loss in the period in which the expenditure is incurred.
Library books 15 years
Research and Development
An item of property, plant and equipment is derecognized
Capital expenditure on Research & Development activities
upon disposal or when no future economic benefits are
is included in Property, plant and equipment to the extent
expected to arise from the continued use of the asset.
it has alternative economic use. Revenue expenditure
pertaining to research activity is charged under respective Any gain or loss arising on the disposal or retirement of
account heads in the statement of Profit & Loss. an item of property, plant and equipment is determined as
the difference between the sales proceeds and the
Depreciation methods, estimated useful lives and carrying amount of the asset and is recognised in profit
residual value or loss.
Depreciation on Property, plant and equipment is provided 3.5 Impairment of non-financial assets
on Straight Line Method at the rates presc ribed in
Schedule II to the Company’s Act, 2013 or based on The Group assesses, at each reporting date, whether
technical assessment by the company taking into account there is an indication that an asset may be impaired. If
the nature of asset, usage of asset, expected physical any indication exists, or when annual impairment testing
wear and tear, the operating conditions of the asset, for an asset is required, the Group estimates the asset’s
anticipated technological changes and past history of recoverable amount. An asset’s recoverable amount is
replacement.. Depreciation on additions to Property, plant the higher of an asset’s or cash-generating unit’s (CGU)
and equipment and assets disposed off / discarded is fair value less costs of disposal and its value in use.
charged on pro-rata basis. Depreciation on commissioning Recoverable amount is determined for an individual asset,
of plants and other assets of new projects is charged for unless the asset does not generate cash inflows that are
the days they are actually put to use. largely independent of those from other assets or group
of assets. When the carrying amount of an asset or CGU
The useful lives have been determined based on technical
exceeds its recoverable amount, the asset is considered
evaluation done by the management’s expert which are
impaired and is written down to its recoverable amount.
higher than those s pec ified by Schedule II to the
Companies Act; 2013, in order to reflect the actual usage Recoverable amount is determined:
(i) In case of individual asset, at higher of the fair use of the asset through the period of the lease and (iii)
value less cost to sell and value in use; and the Group has the right to direct the use of the asset.
(ii) In case of cash-generating unit (a Group of assets Group as a lessee
that generates identified, independent cash flows), At the date of commencement of the lease, the Group
at the higher of the cash-generating unit’s fair value rec ogniz es a right-of-use as set (“ROU”) and a
less cost to sell and the value in use. corresponding lease liability for all lease arrangements in
In assessing value in use, the estimated future cash which it is a lessee, except for leases with a term of
flows are discounted to their present value using a pre- twelve months or less (short-term leases) and low value
tax dis c ount rate that reflec ts c urrent market leases. For these short-term and low value leases, the
assessments of the time value of money and the risks Group recognizes the lease payments as an operating
specific to the asset. In determining fair value less costs expense.
of disposal, recent market transactions are taken into The right-of-use assets are initially recognized at cost,
account. If no such transactions can be identified, an which comprises the initial amount of the lease liability
appropriate valuation model is used. These calculations adjusted for any lease payments made at or prior to the
are corroborated by valuation multiples, quoted share commencement date of the lease plus any initial direct
prices for publicly traded companies or other available costs less any lease incentives. They are subsequently
fair value indicators. measured at cost less accumulated depreciation and
impairment losses.
The Group bases its impairment calculation on detailed
budgets and forecast calculations, which are prepared Right-of-use as sets are depreciated from the
separately for each of the Group’s CGUs to which the commencement date on a straight-line basis over the
individual assets are allocated. These budgets and shorter of the lease term and useful life of the underlying
forecast calculations generally cover a period of five asset. Right of use assets are evaluated for recoverability
years. For longer periods, a long-term growth rate is whenever events or changes in circumstances indicate
calculated and applied to project future cash flows after that their carrying amounts may not be recoverable. For
the purpose of impairment testing, the recoverable amount
the fifth year.
(i.e. The higher of the fair value less cost to sell and the
Impairment losses including impairment on inventories value-in-use) is determined on an individual asset basis
are recognised in the statement of profit and loss, except unless the asset does not generate cash flows that are
for properties previously revalued with the revaluation largely independent of those from other assets. In such
surplus taken to OCI. For such properties, the impairment cases, the recoverable amount is determined for the Cash
is recognised in OCI up to the amount of any previous Generating Unit (CGU) to which the asset belongs.
revaluation surplus. The lease liability is initially measured at amortized cost
Intangible assets with indefinite useful lives are tested for at the present value of the future lease payments. The
impairment annually at the CGU level, as appropriate, lease payments are discounted using the interest rate
and when circumstances indicate that the carrying value implicit in the lease or, if not readily determinable, using
may be impaired. the incremental borrowing rates. Lease liabilities are
3.6 Borrowing costs remeasured with a corresponding adjustment to the related
right of use asset if the Group changes its assessment if
Borrowing costs directly attributable to the acquisition, whether it will exercise an extension or a termination
construction or production of an asset that necessarily option.
takes a substantial period of time to get ready for its
Lease liability and ROU asset have been separately
intended use or sale are capitalised as part of the cost of
presented in the Balance Sheet and finance cost portion
the asset. All other borrowing costs are expensed in the
of lease payments have been classified as financing cash
period in which they occur. Borrowing costs consist of
flows.
interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes Group as a lessor
exchange differences to the extent regarded as an At the inception of the lease, the Group classifies each of
adjustment to the borrowing costs. its leases as either an operating lease or a finance lease.
The Group recognises lease payments received under
3.7 Leases
operating leases as income over the lease term on a
The Group’s lease asset primarily consists of leases for straight-line basis.
immovable properties. The Group assesses whether a
3.8 Inventories
contract contains a lease, at inception of a contract. A
contract is, or contains, a lease if the contract conveys Items of inventories are measured at lower of cost and
the right to control the use of an identified asset for a net realisable value after providing for obsolescence, if
period of time in exchange for consideration. To assess any.
whether a contract conveys the right to control the use of However, Raw material and work-in-progress held for
an identified asset, the Group assesses whether: (i) the use in the production of inventories are not written down
contract involves the use of an identified asset (ii) the below cost if the finished products in which they will be
Group has substantially all of the economic benefits from incorporated are expected to be sold at or above cost.
Raw materials: Cost includes cost of purchase and other amount of future benefit that employees have
costs incurred in bringing the inventories to their present earned in the current and prior periods,
location and condition. Cost is determined Weighted discounting that amount and deducting the
Average Cost basis. fair value of any plan assets.
Finished goods and work-in-progress: Cost includes cost Post-employment defined benefits plans
of direc t materials and labour and a proportion of comprise of gratuity, superannuation and
manufacturing overheads based on the normal operating Post-Retirement Medical Benefit for eligible
capacity. Cost is determined on Weighted Average Cost employees of the Group. Post-employment
basis. benefits are recognized as an expense in
Traded goods: Cost includes cost of purchase and other the statement of profit and loss for the year
in whic h the employ ee has rendered
costs incurred in bringing the inventories to their present
services. The Group also contributes to a
location and condition. Cost is determined on Weighted
government administered Family Pension
Average Cost basis.
fund on behalf of its employ ees . The
All other inventories of stores and consumables are valued calculation of defined benefit obligation is
at Weighted Average Cost basis. performed annually by a qualified actuary
Stores and Spares include equipment spare parts, and using the projected unit credit method.
others which are held as inventory by the Company. Remeasurements of the net defined benefit
Net realisable value represents the estimated selling price liability, which comprise actuarial gains and
(including subsidy income, where applicable) of inventories losses, the return on plan assets (excluding
less all estimated costs of completion & costs necessary interest) and the effect of the asset ceiling (if
to make the sale. any, excluding interest), are recognised in
OCI. Re-measurement in OCI is reflected
3.9 Employee benefits
immediately in retained earnings and is not
Defined benefit plans: reclassified to profit & loss.
(i) Short-term employee benefits (iii) Other long-term employee benefits
Short term employee benefits are recognized as Other long-term employee benefits comprise of
an expense at the undiscounted amount in the leave encashment for eligible employees of Group.
statement of profit and loss of the year in which the The obligation is measured on the basis of an
related service is rendered. annual independent actuarial valuation using the
(ii) Post-Employment benefits projected unit credit method. Remeasurements
(a) Defined contribution plans gains or losses are recognised in profit or loss in
the period in which they arise.
A defined contribution plan is a post-
employment benefit plan under which an 3.10 Financial instruments
entity pays fixed contributions into a separate A financial instrument is any contract that gives rise to a
entity and will have no legal or constructive financial asset of one entity and a financial liability or
obligation to pay further amounts. The Parent equity instrument of another entity.
has set up separate recognized Provident Financial instruments are recognised when the Group
Fund trusts for all the units of the Group. becomes a party to the contractual provisions of the
Contributions paid / payable for Provident instrument. Regular way purchases and sales of financial
Fund of eligible employees and National assets are recognised on trade-date, the date on which
Pension Sc heme is recognized in the the Group commits to purchase or sell the asset.
statement of Profit and Loss each year. The (A) Financial Assets
Parent has an obligation to make good the The Group determines the classification of its
shortfall, if any, between the return from the financial as s ets at initial rec ognition. The
investments of the trusts and the interest classification depends on the Group’s business
rate notified by Government. model for managing the financial assets and the
Liability on account of such shortfall, if any, contractual terms of the cash flows.
is prov ided for bas ed on the ac tuarial The financial assets are classified in the following
valuation carried out as at the end of the measurement categories:
year.
a) Those to be measured subsequently at fair
(b) Defined benefit plans value (either through other comprehensive
A defined benefit plan is a post-employment income, or through profit or loss), and
benefit plan other than a defined contribution b) Those to be measured at amortised cost.
plan. The Parent’s net obligation in respect
For assets measured at fair value, gains and losses
of defined benefit plans is calculated
will either be recorded in profit or loss or other
separately for each plan by estimating the
comprehensive income. For investments in debt of contractual cash flows and for selling the
instruments, this will depend on the business model financial assets, where the assets’ cash
in which the investment is held. For investments in flows represent solely payments of principal
equity instruments, this will depend on whether the and interest, are measured at fair value
Group has made an irrevocable election at the time through other c omprehensive income.
of initial recognition to account for the equity Movements in the carrying amount are taken
inv es tment at fair value through other through other c omprehensive income,
comprehensive income. except for the recognition of impairment gains
At initial recognition, the Group measures a financial or losses, interest revenue and foreign
asset at its fair value plus, in the case of a financial exc hange gains and los s es whic h are
ass et not at fair value through profit or loss, rec ognis ed in profit or loss . When the
transaction costs that are directly attributable to financ ial ass et is derecognised, the
the acquisition of the financial asset. Transaction c umulative gain or los s previously
costs of financial assets carried at fair value recognised in other comprehensive income
through profit or loss are expensed in profit or loss is reclassified from equity to profit or loss
as incurred. However, trade receivables that do and recognised in other gains/ (losses).
not contain a significant financing component are Interest income from these financial assets
measured at transaction price. is included in other income using the effective
interest rate method.
Subsequent measurement of debt instruments
depends on the Group’s bus iness model for (iii) Financial assets at fair value through
managing the as s et and the c as h flow profit or loss
characteristics of the asset. There are three The Group classifies the following financial
measurement categories into which the Group assets at fair value through profit or loss:
classifies its debt instruments. a) Debt investments that do not qualify
(i) Amortised Cost for measurement at amortised cost;
The Group classifies its financial assets as b) Debt investments that do not qualify
at amortised cost only if both of the following for measurement at fair value through
criteria are met: other comprehensive income; and
a) The asset is held within a business c) Debt inv es tments that hav e been
model with the objective of collecting designated at fair value through profit
the contractual cash flows, and or loss.
b) The contractual terms give rise on Financial assets at fair value through profit
specified dates to cash flows that are or loss include financial assets held for
s olely pay ments of princ ipal and trading, debt securities and financial assets
interest on the principal outstanding. designated upon initial recognition at fair
Financial assets at amortised cost include value through profit or loss. Financial assets
loans receivable, trade and other at fair value through profit or loss are carried
receivables, and other financial assets that in the Balance Sheet at fair value with net
are held with the objective of collecting changes in fair value presented as finance
c ontrac tual c as h flows . After initial c os ts in profit or loss if the same is
measurement at fair value, the financial considered as an adjustment to borrowing
assets are measured at amortised cost using cost. Interests, dividends and gain/loss on
the effective interest rate (EIR) method, less foreign exchange on financial assets at fair
impairment other than trade receivables value through profit or loss are included
which are measured at transaction price as separately in other income.
per Ind As 115. If Group elects to present fair value gains
Amortised cost is calculated by taking into and losses on equity investments in other
acc ount any dis count or premium on c omprehens ive inc ome, there is no
acquisition and fees or costs that are an subsequent reclassification of fair value gains
integral part of the EIR. The EIR amortisation and losses to profit or loss. Dividends from
is included in finance income in the statement s uc h inv es tments shall c ontinue to be
of profit or loss. The losses arising from recognised in profit or loss as other income
impairment are recognised in the Statement when the Group’s’ right to receive payments
of Profit or Loss in other income. is established. There are no impairment
requirements for equity inv es tments
(ii) Fair value through other comprehensive
measured at fair v alue through other
income
comprehensive income. Changes in the fair
Financial assets that are held for collection value of financial assets at fair value through
profit or loss shall be recognised in other ‘12 month expected credit losses’ represent
gain / (losses) in the statement of profit or the expected credit losses resulting from
loss as applicable. default events that are possible within 12
Derecognition of financial assets months after the reporting date. ‘Lifetime
expec ted c redit los s es ’ represent the
The Group derecognises a financial asset
expected credit losses that result from all
when the contractual rights to the cash flows
possible default events over the expected
from the assets expire, or when it transfers
life of the financial asset.
the financial asset and substantially all the
risks and rewards of ownership of the asset Trade receivables are of a short duration,
to another party. If the Group neither transfers normally less than 12 months and hence the
nor retains substantially all the risks and los s allowanc e measured as lifetime
rewards of ownership and continues to control expected credit losses does not differ from
the transferred asset, the Group recognises that measured as 12 month expected credit
its retained interest in the as set and los ses . The G roup us es the prac tical
associated liability for amounts it may have ex pedient in Ind AS 109 for measuring
to pay. If the Group retains substantially all expected credit losses for trade receivables
the risks and rewards of ownership of the using a provision matrix based on ageing of
trans ferred financial as set, the Group receivables.
continues to recognise the financial asset The Group uses historical loss experience
and also recognises a c ollateralised and derived loss rates based on the past
borrowing for the proceeds received. twelve months and adjust the historical loss
Impairment of Financial Assets rates to reflect the information about current
The Group applies expected credit loss conditions and reasonable and supportable
(ECL) model for meas urement and forecasts of future economic conditions. The
recognition of impairment loss on the following loss rates differ based on the ageing of the
financial assets and credit risk exposure: amounts that are past due and are generally
higher for those with the higher ageing.
a) Financ ial as s ets that are debt
ins truments and are meas ured at (B) Financial Liabilities
amortised cost e.g., loans, deposits, The Group determines the classification of its
trade receivables and bank balance. financial liabilities at initial recognition.
b) Trade receivables or any contractual Classification
right to receive cash or other financial The Group classifies all financial liabilities as
asset that result from transactions that subsequently measured at amortised cost, except
are within the scope of Ind AS 18. for financial liabilities at fair value through profit or
An expected credit loss is the probability- loss. Such liabilities, including derivatives that are
weighted es timate of credit loss es (i.e. liabilities, shall be subsequently measured at fair
present value of all cash shortfalls) over the value.
expected life of the financial asset. A cash Initial recognition and measurement
shortfall is the difference between the cash
flows that are due in accordance with the Financ ial liabilities are c las sified, at initial
contract and the cash flows that the group recognition, as financial liabilities at fair value through
expects to receive. The expected credit profit or loss. Loans and borrowings, payables are
losses consider the amount and timing of subsequently measured at amortised cost whereas
payments and hence, a credit loss arises derivatives are measured at fair value through profit
even if the Group expects to receive the and loss.
pay ment in full but later than when All financial liabilities are recognised initially at fair
contractually due. The expected credit loss value and, in the case of loans and borrowings and
method requires to assess credit risk, default payables, net of directly attributable transaction
and timing of collection since initial recognition. costs.
This requires recognising allowance for The Group’s financial liabilities include trade and
expected credit losses in profit or loss even other payables, loans and borrowings including
for receivables that are newly originated or bank overdrafts, financial guarantee contracts and
acquired. derivative financial instruments.
Impairment of financial assets is measured Financial liabilities at fair value through profit
as either 12 month expected credit losses and loss
or life time expected credit losses, depending
on whether there has been a significant Financial liabilities at fair value through profit and
increase in credit risk since initial recognition. loss include financial liabilities to hedge risks which
are not designated as hedges. At initial recognition, the Group’s risk management strategy. Changes
the Group measures financial liabilities at its fair in values of all derivatives of a financing nature are
value. Financial liabilities at fair value through profit included within financing costs if the same is
and loss are carried in the Balance Sheet at fair considered as adjustment to borrowing cost in the
value with changes recognised in the Statement of Statement of Profit and Loss whereas other foreign
Profit and Loss. exchange fluctuation is disclosed under other
Financial liabilities measured at amortised cost expenses. The Group does not use derivative
financial instruments for speculative purposes.
Financial liabilities are initially recognised at fair
value, net of transaction cost incurred and are Deriv ative financ ial ins truments are initially
subsequently measured at amortised cost, using measured at fair value on the contract date and
the EIR method. Any difference between the are subsequently remeasured to fair value at each
proceeds net of transaction costs and the amount reporting date.
due on settlement or redemption of borrowings is (E) Equity investments
recognised over the term of the borrowing. All equity investments in scope of Ind AS 109 are
The effective interest method is a method of measured at fair value. For equity instruments, the
calculating the amortised cost of a debt instrument Group may make an irrevocable election to present
and of allocating interest charge over the relevant in other c omprehensive income subs equent
effective interest rate period. The effective interest changes in the fair value. The classification is made
rate is the rate that exactly discounts estimated on initial recognition and is irrevocable.
future cash outflow (including all fees and points If the Group decides to classify an equity instrument
paid or received that form an integral part of the as at FVTOCI, then all fair value changes on the
effective interest rate, transaction costs and other instrument, excluding dividends, are recognized in
premiums or discounts) through the expected life the OCI. There is no recycling of the amounts from
of the debt instrument, or, where appropriate, a OCI to P&L, even on sale of investment. However,
shorter period, to the net carrying amount on initial the group may transfer the cumulative gain or loss
recognition. within equity.
Derecognition of financial liabilities Equity instruments included within the FVTPL
A financial liability is derec ognised when the category are measured at fair value with all changes
obligation under the liability is disc harged or recognized in the P&L.
cancelled or expires. When an existing financial 3.11 Foreign currencies
liability is replaced by another from the same lender
(a) Functional and presentation currency
on substantially different terms, or the terms of an
existing liability are substantially modified, such an The c ons olidated financial statements are
exc hange or modification is treated as a presented in Indian Rupees, which is the Group’s
derecognition of the original liability and the functional and presentation currency. Each entity
recognition of a new liability, and the difference in in the Group determines its own functional currency
the respective carrying amounts is recognised in (the currency of the primary economic environment
the Statement of Profit and Loss. in which the entity operates) and items included in
the financ ial s tatements of each entity are
(C) Offsetting financial instruments
measured using that functional currency.
Financial assets and liabilities are offset and the
(b) Transactions and balances
net amount reported in the Consolidated Balance
Sheet when there is a legally enforceable right to Transactions in foreign currencies are initially
offset the recognised amounts and there is an recorded at the exchange rate prevailing at the
intention to settle on a net basis or realise the asset date of the transaction. Monetary assets and
and settle the liability simultaneously. The legally liabilities denominated in foreign currencies are
enforceable right must not be contingent on future retranslated into the respective functional currency
events and must be enforceable in the normal of the entity at the rates prevailing on the reporting
course of business and in the event of default, date.
insolvency or bankruptcy of the Group or the Foreign exchange gains and losses resulting from
counter party. the settlement of such transactions and from the
(D) Derivative financial instruments translation at reporting date exchange rates of
monetary assets and liabilities denominated in
The Group’s activities expose it to the financial
foreign currencies are recognised in the Statement
risks of changes in foreign exchange rates and
of Profit and Loss.
interest rates. The use of financial derivatives is
governed by the Group’s policies approved by the Foreign exchange gains and losses that relate to
Board of Directors, which provide written principles borrowings and cash and cash equivalents are
on the use of financial derivatives consistent with presented in the Statement of Profit and Loss within
‘Finance costs’. All other foreign exchange gains Contingent liability is disclosed in the case of:
and losses are presented in the Statement of Profit A present obligation arising from the past events, when it
and Loss within ‘Other operating expenses’. is not probable that an outflow of resources will be required
3.12 Cash and cash equivalents to settle the obligation;
Cash and cash equivalent in the balance sheet comprise A present obligation arising from the past events, when
cash at banks and on hand and short-term deposits with no reliable estimate is possible;
an original maturity of three months or less, which are A possible obligation arising from the past events, unless
subject to an insignificant risk of changes in value. For the probability of outflow of resources is remote.
the purpose of the statement of cash flows, cash and
Commitments include the amount of purchase order (net
cash equivalents consist of cash and short-term deposits,
of advances) issued to parties for completion of assets.
as defined above.
Provisions, contingent liabilities, contingent assets and
3.13 Segment accounting:
commitments are reviewed at each balance sheet date.
The Chief Operational Decision Maker monitors the
3.15 Earnings per share
operating results of its business Segments separately
for the purpose of making decisions about resource Basic earnings per share are calculated by dividing the
alloc ation and performanc e as sess ment. Segment net profit for the period attributable to equity shareholders
performance is evaluated based on profit or loss and is (Net of Non-Controlling Interest) by the weighted average
measured consistently with profit or loss in the financial number of equity shares outstanding during the period.
statements. Earnings considered in ascertaining the Group’s earnings
per share is the net profit for the period after deducting
The Operating segments have been identified on the basis preference dividends and any attributable tax thereto for
of the nature of products/services. the period. The weighted average number of equity shares
The accounting policies adopted for segment reporting outstanding during the period and for all periods presented
are in line with the accounting policies of the Group. is adjusted for events, such as bonus shares, other than
Segment revenue, segment expenses, segment assets the conversion of potential equity shares that have
and segment liabilities have been identified to segments changed the number of equity shares outstanding, without
on the basis of their relationship to the operating activities a corresponding change in resources.
of the segment. Inter Segment revenue is accounted on For the purpose of calculating diluted earnings per share,
the basis of transactions which are primarily determined the profit or loss for the period attributable to equity
based on market/fair value factors. Revenue, expenses, shareholders and the weighted average number of shares
assets and liabilities which relate to the Group as a whole outstanding during the period is adjusted for the effects of
and are not allocated to segments on a reasonable basis all dilutive potential equity shares.
hav e been inc luded under “unallocated rev enue /
3.16 Cash flow statement
expenses / assets / liabilities”.
Cash flow are reported using the indirect method, whereby
The G roup has identified two reportable bus ines s
net profit before tax is adjus ted for the effects of
segments i.e. Fertilizer products and Industrial products.
transactions of a non-cash nature, any deferrals of
The Group operates mainly in Indian market and there
accruals of past or future operating cash receipts or
are no reportable geographical segments.
payments and item of income or expenses associated
3.14 Provisions, Contingent liabilities, Contingent assets with investing or financing cash flows. The cash flows
and Commitments: General from operating, investing and finance activities of the
Provisions are recognised when the Group has a present Group are segregated.
obligation (legal or constructive) as a result of a past 3.17 Fair Value Measurement
event, it is probable that an outflow of resources
Fair value is the price that would be received to sell an
embodying economic benefits will be required to settle
asset or paid to transfer a liability in an orderly transaction
the obligation and a reliable estimate can be made of the
between market participants at the measurement date.
amount of the obligation. When the Group expects some
The fair value measurement is based on the presumption
or all of a provision to be reimbursed, for example, under
that the transaction to sell the asset or transfer the liability
an insurance contract, the reimbursement is recognised takes place either:
as a separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision is • In the principal market for the asset or liability, or
presented in the statement of profit and loss net of any • In the absence of a principal market, in the most
reimbursement. advantageous market for the asset or liability.
If the effect of the time value of money is material, The principal or the most advantageous market must be
provisions are discounted using a current pre-tax rate accessible by the Group.
that reflects, when appropriate, the risks specific to the The fair value of an asset or a liability is measured using
liability. When discounting is used, the increase in the the assumptions that market participants would use when
provision due to the passage of time is recognised as a pricing the as set or liability, as suming that market
finance cost. participants act in their best economic interest.
The Group uses valuation techniques that are appropriate Dismantling cost of property, plant and equipment:
in the circumstances and for which sufficient data are The financials disclose assets retirement obligation on
available to measure fair value, maximizing the use of estimate basis for property, plant and equipment. The
relevant observable inputs and minimizing the use of management estimates dismantling cost considering size
unobservable inputs. of the asset and its useful life in line with industry practices.
All assets and liabilities for which fair value is measured Stores and spares inventories:
or disclosed in the financial statements are categorized
The Group’s manufacturing process is continuous and
within the fair value hierarchy, described as follows, which
gives highest priority to quoted prices in active markets highly mechanical with wide range of different types of
and the lowest priority to unobservable inputs. plant and machineries. The Group keeps stores and
spares as standby to continue the operations without
• Level 1 - Quoted (unadjusted) market prices in any disruption. Considering wide range of stores and
active markets for identical assets or liabilities. spares and long lead time for procurement of it and based
• Level 2 - Valuation techniques for inputs other than on criticality of spares, the Group believes that net
quoted prices included within Level 1 that are realizable value would be more than cost.
observable for the asset or Liability either directly Fair value of investments:
or indirectly.
The Group has invested in the equity instruments of
• Level 3 - Valuation techniques for inputs that are v arious companies . However, the percentage of
unobservable for the asset or liability.
shareholding of the Group in some of such investee
For the purpose of fair value disclosures, the Group has companies is low and hence, it has not been provided
determined classes of assets and liabilities on the basis with future projections including projected profit and loss
of the nature, characteristics and risks of the asset or ac count by those inv estee c ompanies. Hence, the
liability and the level of the fair value hierarchy as explained valuation exercise carried out by the Group with the help
above. of an independent valuer has estimated the fair value at
4 Critical and significant accounting judgements, each reporting period based on available historical annual
estimates and assumptions reports and other information in the public domain. In
4.1 Critical estimates and judgements case of other companies, where there are no comparable
companies’ valuations available (also includes start-up
The following are the critical judgements, apart from those companies) and no further information available for future
involving estimations that the management have made in projec tions, c apacity utilisation, c ommencement of
the process of applying the Group’s accounting policies operations, etc., the method of valuation followed is cost
and that have the most significant effect on the amounts approach. The Group evaluates the aforesaid position at
recognized in the financial statements. Actual results may each period end.
differ from these estimates . These estimates and
underlying assumptions are reviewed on an ongoing Income taxes:
basis. Revisions to the accounting estimates in the period Significant judgements are involved in determining the
in which the estimate is revised if the revision affects only provision for income taxes, including amount expected to
that period, or in the period of the revision and future be paid/recovered for uncertain tax positions.
periods if the revision affects both current and future 4.2. Significant accounting judgements, estimates and
periods. assumptions
Useful lives of property, plant and equipment and The preparation of the Group’s financial statements
intangible assets: requires management to make judgements, estimates
Management reviews the useful lives of depreciable and assumptions that affect the reported amounts of
ass ets at eac h reporting. As at Marc h 31, 2023 revenues, expenses, assets and liabilities, and the
management assessed that the useful lives represent acc ompanying disc los ures , and the dis clos ure of
the expected utility of the assets to the Group. Further, contingent liabilities. Uncertainty about these assumptions
there is no significant change in the useful lives as and estimates could result in outcomes that require a
compared to previous year. material adjustment to the carrying amount of assets or
Allowance for expected credit losses: liabilities affected in future periods.
Note 41 describes the use of practical expedient by Judgements
computing the expected credit loss allowance for trade In the process of applying the group’s accounting policies,
receivables other than subsidy receivables based on management has made the following judgements, which
provision matrix. The expected credit allowance is based have the most significant effect on the amounts recognised
on the aging of the days receivables are due and the in the standalone financial statements:
rates derived based on past history of defaults in the
Determination of lease term & discount rate:
provision matrix. As regards subsidy receivables, the
Group does not believe that there is any credit risk as Ind AS 116 leases requires lessee to determine the lease
dues are receivable from the Government and hence no term as the non-cancellable period of a lease adjusted
allowance for expected credit loss is made. with any option to extend or terminate the lease, if the use
of such option is reasonably certain. The Group makes Defined benefit plans
assessment on the expected lease term on lease by The cost of the defined benefit plans v iz. gratuity,
lease basis and thereby as s es ses whether it is superannuation for the eligible employees of the group
reasonably certain that any options to extend or terminate are determined using actuarial valuations. An actuarial
the contract will be exercised. In evaluating the lease valuation involves making various assumptions that may
term, the Group considers factor such as any significant differ from actual developments in the future. These
leasehold improvements undertaken over the lease term, include the determination of the discount rate, future salary
c os ts relating to the termination of lease and the increases and mortality rates. Due to the complexities
importance of the underlying to the Group’s operations involved in the valuation and its long-term nature, a defined
taking into account the location of the underlying asset benefit obligation is highly sensitive to changes in these
and availability of the suitable alternatives. The lease term assumptions. All assumptions are reviewed at each
in future period is reassessed to ensure that the lease reporting date.
term reflects the current economic circumstances.
The parameter most subject to change is the discount
The discount rate is generally based on the incremental rate. In determining the appropriate discount rate for plans
borrowing rate specific to the lease being evaluated or for operated in India, the management considers the interest
a portfolio of leases with similar characteristics. rates of government bonds in currencies consistent with
Estimates and assumptions the currencies of the post-employment benefit obligation.
The key assumptions concerning the future and other The mortality rate is based on publicly available mortality
key sources of estimation uncertainty at the reporting tables. Those mortality tables tend to change only at
date, that have a significant risk of causing a material interval in response to demographic changes. Future
adjustment to the carrying amounts of assets and liabilities salary increases and gratuity increases are based on
within the next financial year, are described below. The expected future inflation rate.
group bas ed on its ass umptions and estimates on Further details about gratuity obligations are given in Note
parameters available when the financial statements were 37.
prepared. Existing circumstances and assumptions about
Provision and contingent liability
future developments, however, may change due to market
changes or circumstances arising that are beyond the On an ongoing basis, Group reviews pending cases,
control of the Group. Such changes are reflected in the claims by third parties and other contingencies. For
assumptions when they occur. contingent losses that are considered probable, an
estimated loss is recorded as an accrual in financial
Impairment of non-financial assets
statements. Loss Contingencies that are considered
Impairment exists when the carrying value of an asset or possible are not provided for but disclosed as Contingent
cash generating unit exceeds its recoverable amount, liabilities in the financial statements. Contingencies the
which is the higher of its fair value less costs of disposal likelihood of which is remote are not disclosed in the
and its value in use. The fair value less costs of disposal financ ial s tatements . G ain c ontingenc ies are not
calculation is based on available data from binding sales recognized until the contingency has been resolved and
transactions, conducted at arm’s length, for similar assets amounts are received or receivable.
or observable market prices less incremental costs for
Recent Accounting Pronouncements
disposing of the asset. The value in use calculation is
based on a Discounted Cash Flow model. The cash flows A. The Company has adopted the new and revised
are derived from the budget for the next five years and do standards and interpretations as notified by MCA
not include activities that the group is not yet committed effective from 1 April 2023 through Companies
to or significant future investments that will enhance the (Indian Accounting Standards) Amendment Rules
asset’s performance of the Cash Generating Unit being 2023. Their adoption has not had any significant
tested. The recoverable amount is sensitive to the impact on the amounts reported in the financial
discount rate used for the Discounted Cash Flow model statements.
as well as the expected future cash-inflows and the growth B. The Ministry of Corporate Affairs has not made
rate used for extrapolation purposes. any amendments to Companies (Indian Accounting
Taxes Standards) Rules 2015, during the reporting period
which are effective from 1 April 2024.
Deferred tax assets are recognised for unused tax losses
to the extent that it is probable that taxable profit will be
available against which the losses can be utilised.
Signific ant management judgement is required to
determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of
future taxable profits together with future tax planning
strategies.
(` in lakhs)
GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK
PARTICULARS As at Additions Deductions/ As at As at Charge for Deductions/ As at Balance Balance
01-Apr-22 Adjustments 31-Mar-23 01-Apr-22 the year Adjustments 31-Mar-23 As at As at
31-Mar-23 31-Mar-22
Leasehold Building 546.08 100.64 217.92 428.80 279.27 92.81 200.62 171.46 257.34 266.81
Leasehold land 2,597.99 1,719.97 - 4,317.96 299.33 124.26 - 423.59 3,894.37 2,298.66
TOTAL 3,144.07 1,820.61 217.92 4,746.76 578.60 217.07 200.62 595.05 4,151.71 2,565.47
*Projects temporarily suspended mainly consist of “DAP - ‘D’ Train Project, which is temporarily suspended as the contractor was unable to get the project
executed in line with the contract terms. Pending outcome of the legal suit filed by the group, adjustment of Balance sheet items against the project cost
is pending as on date.
(` in lakhs)
GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK
PARTICULARS As at Additions Deductions/ As at As at Charge for Deductions/ As at Balance Balance
01-Apr-22 Adjustments 31-Mar-23 01-Apr-22 the year Adjustments 31-Mar-23 As at As at
31-Mar-23 31-Mar-22
Computer software 1,424.22 88.48 84.37 1,428.33 1,304.70 32.96 84.37 1,253.29 175.04 119.52
TOTAL 1,424.22 88.48 84.37 1,428.33 1,304.70 32.96 84.37 1,253.29 175.04 119.52
Notes
1. The Group has capitalised 400 MTPD Ammonium Sulphate-IV Project ` 7435.52 Lakhs during FY 2023-24.
2. Asset acquisition includes R&D assets of ` 59.07 lakhs (previous year ` 78.55 lakhs).
3. The Group has leased a portion of land to Bank of Baroda for bank premises at Fertilizernagar & Sikka, and GAIL (India) Ltd for establishing CNG pumping station
which is currently operated by Vadodara Gas Limited.
4. The Group has acquired land through Government and also through direct negotiations. The entire land is in possession of the Company. In respect of other
portion of land acquired through direct negotiations, compensation has been paid at the negotiated price. The Company also holds possession of a portion of land
for which no amount has been paid in absence of receipt of awards.
5. "The Group established Sikka Jetty at its own cost, which is in operation since 1987. After due discussion with Gujarat Maritime Board (GMB), a consensus was
arrived at establishing ownership of jetty with the Group. Thereafter, in terms of resolution passed by GMB, the ownership of the jetty at Sikka was transferred to the
Group. However, during 1994, GMB has reversed its earlier decision not supported by resolution and contended that the ownership of the jetty rests with GMB. The
Group has made representation to the appropriate authority with regards to the ownership of the jetty with the Group.
The matter of deciding the status of Jetty was under examination at GMB & Government of Gujarat levels since long back. Various meetings were also held and
after due diligence on the matter, it is decided by the Board of GMB supported by a resolution to assign the status of Captive Jetty to sikka jetty and the Group has
to sign Captive Jetty Agreement with GMB. The matter is under discussion with GMB authorities. At present the Group is in possession of the Jetty and continues to
be the owner of the Jetty pending signing of the Agreement."
Notes:
* Less than a Thousand
a) There is no change in the no of shares compare to previous year, except where specifically mentioned above under each case.
b) The equity shares held by the Group in Tunisian Indian Fertilizers S.A., Tunisia (TIFERT) have been pledged to secure the obligations of TIFERT
to their lenders.
c) Investments at fair value through OCI (fully paid) reflect investment in quoted and unquoted equity securities. Refer note 41 for determination
of their fair values.
d) During the year, Gujarat Narmada Valley Fertilizers Co. Ltd. (GNFC) offered for buyback of shares. Out of total 3,07,79,167 no’s of equity
shares, 15,93,158 no’s of equity shares are bought back.
e) The Group has provided a loan of USD 2.50 Mn to TIFERT for procurement of critical spares and equipment’s. Provided loan carries an interest
of daily average LIBOR plus a margin of 225 basis points. It was provided with a condition of compulsory conversion in equity shares of TIFERT
after 3 years from the date of agreement however the term of loan has been extended for further 3 years by Sponsors on request of TIFERT.
Further extension of the same is under discussion with Board members of TIFERT and Principal amount of the loan along with unpaid interest
will be converted into equity shares of TIFERT at face value after completion of loan term and accordingly the same has been classified as
Investment, as in substance the nature is of the investment. The Fair Value of said loan is ` Nil as on 31st March 2024 & 31st March 2023.
(i) The average credit period on sale of goods is 30 to 90 days. No interest is charged on trade receivables up to the
expiry of the credit period. Thereafter, interest is charged at 12% per annum on the outstanding balance.
(ii) The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables
based on a provision matrix. The provision matrix takes into account historical credit loss experience and
adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the days
the receivables are due and the rates as given in the provision matrix. Refer note 41 for the provision matrix at
the end of the reporting period, ageing of receivable and movement in the expected credit loss allowance.
(iii) The concentration of credit risk is limited due to the fact that the customer base is large and unrelated. There is
only one customer constituting more than 10% balance of the total trade receivables as of the Balance Sheet
date, which is GFDA. Refer note 41 for the credit risk management by the Group.
(iv) The above balances include trade receivables from related parties ` 1504.31 Lakhs (` 538.69 Lakhs as on 31
March 2023) Refer note 39.
173
Notes to the Consolidated Financial Statements
d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought
back during the period of five years immediately preceding the reporting date: NIL
e) Details of Promotors holding Shares in the company
Particulars Amount
Cash dividends on equity shares declared and paid:
Final dividend for the year ended on 31 March 2023: ` 10.00 per share
(31 March 2022: ` 2.50 per share) 39,847.75
Total cash dividends declared and paid 39,847.75
Proposed dividends on Equity shares:
Final dividend for the year ended on 31 March 2024: ` 4.00 per share
(31 March 2023: ` 10.00 per share) 15,939.10
Total Proposed dividends 15,939.10
Proposed dividends on equity shares are subject to approval at the annual general meeting
and are not recognised as a liability
1. Capital Reserve: This reserve has been created from amounts forfeited on shares not fully paid up, scheme of capital subsidy for industries
in backwards areas, etc. It is not available for distribution of dividend.
2. Securities Premium: The amount received in excess of face value of the Rights Equity shares issued have been recognised in Share
Premium Reserve, etc. It is not available for distribution of dividend.
3. Capital Redemption Reserve: Capital Redemption Reserve has been created against the redemption of preference shares in earlier years.
It is not available for distribution of dividend.
4. General Reserve: General Reserve represents a reserve other than capital reserve which is not earmarked for a specific purpose.
5. Retained Earnings: Retained Earnings represents surplus/accumulated earnings of the Group and are available for distribution to shareholders.
6. Other comprehensive income (OCI): OCI comprises items of income and expenses (including reclassification adjustments) that are not
recognised in profit or loss as required or permitted by Indian Accounting Standards. The components of OCI include: re-measurements of
defined benefit plans, gains and losses arising from investment in equity instruments.
23.
A Income tax asset (net) (` in lakhs)
Particulars As at 31st As at 31st
March, 2024 March, 2023
Advance payment of Income Tax (net) 6,130.41 6,198.22
MSME 1,192.96 565.25 1,755.55 53.89 22.05 8.84 3,598.53 434.99 1,645.49 951.56 59.78 24.80 27.88 3,144.50
Others 33,886.56 29,200.69 10,214.21 2,905.98 16.77 4.59 76,228.80 12,237.07 31,797.89 12,482.98 574.38 377.60 3,264.96 60,734.88
Disputed dues – MSME - - - - - - - - - - - - - -
Disputed dues - Others - - - - - 25.03 25.03 - - - - - 25.03 25.03
Total Trade Payables 35,079.52 29,765.94 11,969.76 2,959.87 38.82 38.45 79,852.36 12,672.07 33,443.38 13,434.54 634.16 402.40 3,317.87 63,904.41
* Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected
by the Management. This has been relied upon by the auditors.
** The above balances include trade payables to related parties ` 1932.52 Lakhs (` 811.88 Lakhs as on 31 March 2023) Refer Note 39.
32. Changes in inventory of finished goods, work in process and stock in trade (` in lakhs)
Particulars Year ended Year ended
31st March, 24 31st March, 23
Opening stock
Finished products 58,467.05 59,284.23
Stock in trade 15,563.19 11,040.48
Work-in-process 3,831.83 2,546.96
77,862.07 72,871.67
Less: Closing stock
Finished products 40,179.70 58,467.05
Stock in trade 15,828.04 15,563.19
Work-in-process 3,023.22 3,831.83
59,030.96 77,862.07
(Increase) / Decrease 18,831.11 (4,990.40)
*Auditors’ remuneration
Particulars Year ended Year ended
st
31 March, 24 31st March, 23
Payment to Statutory Auditors:
For Statutory audit 3.30 3.29
For Taxation matters 1.94 3.92
For other services (including Limited Review fees & certification) 8.94 17.05
For Reimbursement of expenses 0.85 1.19
15.03 25.45
(` in lakhs)
Description 2023-24
Pension Gratuity PRMBS
Effect of one percentage point change in the assumed Discount Rate
a. One percentage point increase in Discount Rate (3,427.20) (2,210.78) (523.70)
b. One percentage point decrease in Discount Rate 3,768.90 2,511.46 642.03
Effect of one percentage point change in the assumed Salary
Escalation Rate
a. One percentage point increase in Salary Escalation Rate 3,777.78 2,322.19 NA
b. One percentage point decrease in Salary Escalation Rate (3,496.92) (2,169.34) NA
Effect of one percentage point change in the assumed medical
inflation rate-Benefit Obligation
a. One percentage point increase in medical inflation rate NA NA 657.28
b. One percentage point decrease in medical inflation rate NA NA (543.15)
c. Contingent Assets
The Group does not have any contingent assets.
- Please refer remuneration to Non-executive Directors under Managerial Remuneration point in Corporate Governance
Report for Directors Sitting Fees.
Following are the list of RPs where Group has no transaction during FY 2023-24 & 2022-23
Name of the party (listed Name of the Counterparty Nature of Relationship with
entity/subsidiary) the listed Entity or its subsidiary
GSFC LTD Gujarat State Financial Investrment Limited Promoter
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length
transactions. Related Party Transaction amounts shown in above table are inclusive of taxes. Outstanding balances
at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees
provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Group has
not recorded any impairment of receivables relating to amounts owed by related parties (31st March, 2023: Nil). This
assessment is undertaken each financial year through examining the financial position of the related party and the
market in which the related party operates.
(` in lakhs)
31-Mar-24 31-Mar-23
7 Capital Expenditure
a) Fertilizer Products 10,175.47 9,296.88
b) Industrial Products 6,328.46 987.32
c) Corporate Capital Expenditure 2,486.87 2,104.62
TOTAL 18,990.80 12,388.82
8 Depreciation and Amortisation
a) Fertilizer Products 9,379.52 9,277.05
b) Industrial Products 8,860.21 8,818.16
c) Unallocated corporate Depreciation 108.02 106.29
TOTAL 18,347.75 18,201.50
9 Non-Cash expenses
a) Fertilizer Products 27,328.58 2,925.08
b) Industrial Products 18,841.19 1,698.31
c) Unallocated non-cash expenses - -
TOTAL 46,169.77 4,623.40
41. Financial instruments – Fair values and risk management
A. Accounting classification and fair values
The carrying value of financial instruments by categories as of 31st March, 2024 is as follows. (` in lakhs)
Particulars Carrying amount Fair value
FVT PL FVTOCI Amortised Total Level 1 - Level 2 - Level 3 - Total
Cost Quoted price Significant Significant
in active observable unobservable
markets inputs inputs
Financial assets
Non-current investments - 5,88,628.71 12,907.27 6,01,535.98 4,88,458.83 - 1,00,169.88 5,88,628.71
Other Non-current financial asset - - 8,553.71 8,553.71 - - - -
Trade receivables - - 51,008.48 51,008.48 - - - -
Government subsidy receivable - - 1,07,558.99 1,07,558.99 - - - -
Cash and cash equivalents - - 53,229.27 53,229.27 - - - -
Other bank balances - - 1,77,067.25 1,77,067.25 - - - -
Current loans - - 25,886.96 25,886.96 - - - -
Derivative financial instruments 43.48 - - 43.48 - 43.48 - 43.48
Other Current financial asset - - 8,144.55 8,144.55 - - - -
43.48 5,88,628.71 4,44,356.48 10,33,028.67 4,88,458.83 43.48 1,00,169.88 5,88,672.19
Financial liabilities
Current borrowings - - 250.45 250.45 - - - -
Lease Liabilities - - 260.42 260.42 - - - -
Trade payables - - 79,852.36 79,852.36 - - - -
Other current financial liabilities - - 29,682.89 29,682.89 - - - -
Derivative financial instruments - - - - - - - -
- - 1,10,046.12 1,10,046.12 - - - -
The carrying value of financial instruments by categories as of 31 st March, 2023 is as follows. (` in lakhs)
Financial assets
Non-current investments - 5,20,869.74 12,079.72 5,32,949.46 4,02,088.25 - 1,18,781.49 5,20,869.74
Other Non-current financial asset - - 3,017.89 3,017.89 - - - -
Trade receivables - - 49,741.34 49,741.34 - - - -
Government subsidy receivable - - 1,66,073.77 1,66,073.77 - - - -
Cash and cash equivalents - - 1,09,789.75 1,09,789.75 - - - -
Other bank balances - - 34,186.78 34,186.78 - - - -
Current loans - - 24,793.53 24,793.53 - - - -
Derivative financial instruments - - - - - - - -
Other Current financial asset - - 1,318.24 1,318.24 - - - -
- 5,20,869.74 4,01,001.02 9,21,870.76 4,02,088.25 - 1,18,781.49 5,20,869.74
Financial liabilities
Current borrowings - - - - - - - -
Lease Liabilities - - 238.85 238.85 - - - -
Trade payables - - 63,904.41 63,904.41 - - - -
Other current financial liabilities - - 25,139.93 25,139.93 - - - -
Derivative financial instruments 15.75 - - 15.75 - 15.75 - 15.75
15.75 - 89,283.19 89,298.94 - 15.75 - 15.75
Particulars Valuation technique(s) & Fair Value (₹ In Lakhs) as at Fair Value Significant Relationship of unobservable input(s) to
key input(s) 31-03-2024 31-03-2023 hierarchy unobservable input(s) fair value
2) Investments in Market Approach- Investment in Investment in Level 3 Market Multiple Discount Increasing/Decreasing the Market Multiples
equity Comparable companies-In companies engaged in companies engaged ranging from 15% to by probability weighted range, would change
instruments at this approach, the value of business of fertilizers in business of 25% (As at 31.3.23, from the FV by +INR 3519.00 lakhs & -INR
FVTOCI shares / business of a industry - aggregate fertilizers industry - 15% to 25% ) 3903.30 lakhs (As at 31.3.23, +INR 1597.50
(unquoted) (see company is determined fair value of aggregate fair value lakhs & -INR 2182.50 lakhs)
note 7) based on market multiples of ₹ 74,770.43 of ₹ 80,707.50
publicly traded comparable
companies.
The appropriate multiple is
generally based on
performance of listed
companies with similar
business model and size
(Refer note 1 below).
Cost Approach- In this Investment in Investment in Level 3 Market Multiple Discount Increasing/Decreasing the Market Multiples
approach, Replacement companies engaged in companies engaged ranging from 10% to by probability weighted range, would change
Cost method & Book Value business of storage in business of 20% (As at 31.3.23 from the FV by +INR 1256.97 lakhs & -INR
method used. &Income facilities - aggregate storage facilities - 25% to 35%) 1226.32 lakhs (As at 31.3.23, +INR 4905.26
Approach- In this approach, fair value of aggregate fair value lakhs & -INR 3678.95 lakhs)
discounted cash flow method ₹ 21,092.63 of ₹ 34,336.84
used to capture the present
value of the expected future
economic benefits to be
derived from the ownership
of this investee.
Cost Approach- Net Asset Investment in Investment in Level 3 Discount to Book Value Increasing/Decreasing the Discounting
Value - In this approach, companies engaged in companies engaged ranging from 15% to Factor by probability weighted range, would
total value is based on the power and finance in power and 30% (As at 31.3.23 from change the FV by +INR 22.01 lakhs & -INR
sum of net asset value as industry - aggregate finance industry - 15% to 30%) 20.83 lakhs (As at 31.3.23, +INR 19.90 lakhs
recorded on the balance fair value of ₹ 189.63 aggregate fair value & -INR 18.70 lakhs)
sheet. A net asset of ₹ 167.50
methodology is most
applicable for businesses
where the value lies in the
underlying assets and not
the ongoing operations of the
business. (Refer note 1 and
2 below).
(Refer Note below) Investment in Investment in Level 3 10% +/- over base 10% increase/Decrease over base value,
company engaged in company engaged value(As at 31.3.23, would change FV by +INR 371.30 lakhs & -
the business of gas in the business of 10% +/- over base INR 373.65 lakhs. (As at 31.3.23, +INR
marketing - aggregate gas marketing - value) 352.50 lakhs & -INR 350.15 lakhs)
fair value of aggregate fair value
₹ 4,117.20 of ₹ 3,569.65
Note : Under this method the value of each business/assets/investment has been arrived separately and total value estimate for the company presented as the sum
of all its business/assets/investment.
Note 1 : The Group has invested in the equity instruments of various companies. However, the percentage of
shareholding of the Group in such investee companies is very low and hence, it has not been provided with future
projections including projected profit and loss account by those investee companies. Hence, the independent valuer
appointed by the Group has estimated fair value based on available historical Annual Reports of such companies
and other information as available in the public domain. Since the future projections are not available, discounted
cashflow approach for fair value determination has not been followed.
Note 2 : In case of some companies, there are no comparable companies valuations available and some are recent
start up companies. In light of no information available for future projections, capacity utilisation, commencement of
operations, etc., the valuation is based on cost approach.
ii) Transfers between Levels 1 and 2
There have been no transfers between Level 1 and Level 2 during 2023-24 and 2022-23.
iii) Level 3 fair values
Reconciliation of Level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
(` in lakhs)
Paticulars Equity securities
Opening Balance (1 April 2023) 1,18,781.49
Net change in fair value (unrealised) (18,611.61)
Purchases -
Closing Balance (31 March 2024) 1,00,169.88
i. Risk
The Group’s board of directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The Group manages market risk through a Financial risk management
committee, which evaluates and exercises independent control over the entire process of market risk
management. The treasury department recommends risk management objectives and policies, which are
approved by Audit cum finance committee and Board of Directors. The activities of this department include
management of cash resources, implementing hedging strategies for foreign currency exposures,
borrowing strategies, and ensuring compliance with market risk limits and policies.
The Group’s risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Group’s activities. The Group, through its training and management standards and procedures, aims to
maintain a disciplined and constructive control environment in which all employees understand their
roles and obligations.
The audit cum finance committee oversees how management monitors compliance with the group’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the group. The audit committee is assisted in its oversight role by internal
audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the audit committee.
Impairment
The ageing of trade and other receivables that were not impaired was as follows.
(` in lakhs)
Particulars Carrying amount
March 31, 2024 March 31, 2023
Less than 6 Months 1,15,840.20 1,82,836.92
Past due 6 Months - 1 Year 19,405.97 19,226.25
Past due 1 Year - 2 Year 10,968.78 3,309.50
Past due 2 Year - 3 Year 1,983.69 54.20
Past due more than 3 Year 10,368.82 10,388.24
1,58,567.47 2,15,815.11
Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible
in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying
customers’ credit ratings if they are available.
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at 31st March would
have affected the measurement of financial instruments denominated in US dollars and affected equity and
profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest
rates, remain constant and ignores any impact of forecast sales and purchases.
(` in lakhs)
31 March 24 31 March 23
Effect in INR Strengthening Weakening Strengthening Weakening
10% movement
USD 2,149.06 (1,228.04) (249.95) 991.40
CAD 304.15 (304.15) 346.95 (346.95)
b) Associates
Set out below are the associates of the Company as at 31 March 2024 which, in the opinion of the directors, are
material to the Company. The entities listed below have share capital consisting solely of equity shares, which
are held directly by the Company. The country of incorporation or registration is also their principal place of
business, and the proportion of ownership interest is the same as the proportion of voting rights held.
(` in Lakhs)
Name of Entity Place of % of Relationship Accounting Carrying Amount Quoted fair values
business ownership method
31st March, 31st March, 31st March, 31st March,
interest
2024 2023 2024 2023
Vadodara Enviro Channel India 28.57% Associate Equity Method 91.78 66.47 * *
Limited (note 1)
Gujarat Green Revolution India 46.87% Associate Equity Method 11,192.13 9,961.83 * *
Company Limited (note 2)
Karnalyte Resources Inc Canada 47.73% Associate Equity Method 1,623.36 2,051.43 3,941.08 3,899.75
(note 3)
Total equity accounted 12,907.27 12,079.72 3,941.08 3,899.75
investments
Gandhinagar
21st May, 2024
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures
3 Reporting period for the subsidiary concerned, if different from the holding
company’s reporting period Not Applicable
4 Reporting currency and Exchange rate as on the last date of the relevant
Financial year in the case of foreign subsidiaries. Not Applicable
Notes: The following information shall be furnished at the end of the statement:
1 Names of subsidiaries which are yet to commence operations 1) Vadodara Jal Sanchay
Private Limited
2) Gujarat Port and Logistics
Company Limited
Gandhinagar
21st May, 2024
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
* Audited figures considered in for Gujarat Green Revolution Limited as at 31.03.2024
Gandhinagar
21st May, 2024
NOTES
NOTES
NOTES
NOTES