28 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:57 PM
Chambal Fertilisers & Chemicals Ltd.

BSE

  • 86.55 2.70 (3.22%)
  • Vol: 1092055
  • BSE Code: 500085
  • PREV. CLOSE
    83.85
  • OPEN PRICE
    85.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    86.55(199)

NSE

  • 86.75 0.00 (0%)
  • Vol: 5503197
  • NSE Code: CHAMBLFERT
  • PREV. CLOSE
    86.75
  • OPEN PRICE
    85.00
  • BID PRICE (QTY.)
    86.75(350)
  • OFFER PRICE (QTY.)
    0.00(0)

Chambal Fertilisers & Chemicals Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(1) Company’s Philosophy

At Chambal, we firmly believe that maintaining high standards of corporate conduct towards its shareholders, customers, employees, all other stakeholders and society in general is paramount for sustained growth and success of the Company. The Company has always focused on good corporate governance, which is a key driver of sustainable corporate growth and long-term value creation for its shareholders. Corporate Governance aligns the interests of individuals, corporations and society and integrates all the participants involved in a process, which is not only economic but also social. Corporate Governance goes beyond the practices enshrined in the laws and encompasses the basic business ethics and values that need to be adhered to in letter and spirit.

The Company believes that corporate governance is not just limited to creating checks and balances. It is more about creating organizational excellence leading to increase in employee and customer satisfaction and shareholders’ value. The Company believes in leveraging its resources to translate opportunities into reality, create awareness of corporate vision and inculcate dynamism and entrepreneurship at all levels.

Above all, corporate governance must balance individual interest with corporate goals and operate within accepted norms of propriety, equity, fair play and a sense of justice. Accountability, integrity and transparency are key drivers to improve decision-making and the rationale behind such decisions, which in turn creates stakeholder confidence.

(2) Board of Directors

As of March 31, 2015, the Board of Directors comprised of seven directors including a Managing Director. The Board of Director at its meeting held on February 6, 2015 appointed Mr. Aditya Narayan (DIN 00012084) as Additional Director in the category of Independent Director with effect from April 1, 2015. The non-executive directors bring an independent and wider perspective in Board deliberations and decisions on the matters of concern. They have an objective view of external factors affecting the Company in its business environment. These directors make a constructive contribution to the Company by ensuring fairness and transparency while considering the business plans devised by the management team.

Out of the seven non-executive directors of the Company (including Mr. Aditya Narayan appointed with effect from April 1, 2015), four are independent including one woman director. All the independent directors have an in-depth knowledge of business, in addition to the expertise in their area of specialisation and satisfy the criteria of independence as defined under the Companies Act, 2013 and Listing Agreement with the Stock Exchanges where the shares of the Company are listed.

Mr. Saroj Kumar Poddar (DIN: 00008654), Director of the Company is retiring by rotation at the forthcoming Annual General Meeting and is eligible and has offered himself for re-appointment. Mr. Dipankar Basu has resigned from the Board of the Company with effect from February 3, 2015.

In pursuance of Sections 149 and 152 of the Companies Act, 2013, the Board is recommending the appointment of Mr. Aditya Narayan as an Independent Director of the Company with effect from April 01, 2015 for a term upto the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2018.

The brief particulars of all the Directors are given below:

2.1 Mr. Saroj Kumar Poddar

Mr Saroj Kumar Poddar (DIN: 00008654), Chairman of the Company, a gold medalist in B.Com (Hons.) from Calcutta University, is the Chairman of the Adventz group with a turnover exceeding USD 3 billion. The Adventz group comprises 23 leading companies in various verticals, constituting key drivers of the Indian economy and was repositioned under the Adventz banner by Mr. Poddar, to leverage its exemplary equity in terms of knowledge, best practices and technical excellence. Mr. Poddar, has promoted various seminal projects including joint ventures (JV) with leading international corporations. The most notable of these ventures are Hettich India Private Ltd (a JV with the Hettich Group of Germany, Texmaco UGL Rail Private Ltd (a JV with the United Group of Australia) and MCA Phosphates Pte Ltd. (a JV with Mitsubishi Corporation, Japan). Mr. Poddar was also instrumental in promoting Gillette India Limited (a venture with the Gillette Company of USA) and he was founder Chairman since 1984, before relinquishing the position in December 2013.

A recipient of the Rashtriya Samman from the Central Board of Direct Taxes, Mr. Poddar is a keen collector of contemporary Indian art and involved in the promotion and development of art, culture and sports. He is currently involved in setting up a museum in Delhi with the theme ‘India through the ages’. The museum will be named as ‘K.K. Birla Academy’ in the fond memory of Late Dr. K.K. Birla.

Having served as President of Federation of Indian Chambers of Commerce and Industry (FICCI) and International Chamber of Commerce in India, Mr. Poddar has been appointed by Government of India on the Board of Trade - the highest body on trade and on the Court of the Indian Institute of Science, Bangalore. Mr. Poddar has also served for a decade as a member of the Board of Governors of the Indian Institute of Technology, Kharagpur and also on local Board of the Reserve Bank of India. He was also on the Advisory Board of one of the most reputed investment brokers, M/s N M Rothschild & Sons (India) Pvt. Limited.

Mr. Poddar is the Chairman of India-Saudi Arabia Joint Business Council and a Member of the Indo-French CEO Forum.

Names of other Indian public limited companies in which Mr. Saroj Kumar Poddar is Chairman/ Director or Chairman / member of Committee(s):

2.2 Mr. Shyam Sunder Bhartia

Mr. Shyam S. Bhartia (DIN: 00010484) is founder and Chairman of M/s. Jubilant Bhartia Group headquartered in New Delhi, India. He is also Chairman of major companies of Jubilant Bhartia Group including Chairman and Managing Director of Jubilant Pharma Limited, Singapore. Mr. Bhartia holds Bachelor’s degree from St. Xavier’s College, Calcutta University and a fellow member of the Institute of Cost and Works Accountants of India.

Mr. Bhartia has been associated with various institutions and has served as a member of Board of Governors of Indian Institute of Technology, Mumbai and Indian Institute of Management, Ahmedabad. He has also served as member of Executive Committee of Federation of Indian Chambers of Commerce and Industry (FICCI) and Confederation of Indian Industry (CII) and was also a member of Task Force on Chemicals appointed by the Government of India. Mr. Bhartia is a regular participant at the World Economic Forum Annual Meeting at Davos. He is a member of the Chemistry & Advanced Material Governors of the World Economic Forum

2.3 Mr. Anil Kapoor

Mr. Anil Kapoor (DIN: 00032299) is B.Tech from Indian Institute of Technology, New Delhi and M.S. in Chemical Engineering from State University of New York, USA. Mr. Kapoor started his career with Hindustan Petroleum Corporation Limited (erstwhile Esso India) in 1980. He was involved in hardcore engineering / plant operations during his tenure of around 7 years with ICI India Limited where he has handled both Explosives and Fertiliser plant operations. As General Manager - Projects, he has successfully set up state of the art world class Brewery of UB Group in India. Mr. Kapoor worked for around 5 years as Vice President – Technical with Cabot India Limited where he was responsible for entire plant operations including maintenance, logistics, etc. He has vast experience in the diverse fields of projects, operations, marketing, finance, strategic planning, logistics, etc. Mr. Kapoor had joined your Company in the Year 2000 as Vice President – Strategic Planning. He has been Managing Director of the Company since 2007.

Mr. Kapoor is on the Board of Indo Maroc Phosphore S.A. (IMACID), Morocco. He is also on the Board of Fertiliser Association of India and member of National Executive Committee of FICCI.

2.4 Mr. Kashi Nath Memani

Mr. Kashi Nath Memani (DIN: 00020696) is a Chartered Accountant. He was Chairman and Country Managing Partner of Ernst & Young, India until March 31, 2004. He was also member of Ernst & Young Global Council for 10 years. Mr. Memani specialises in Business and Corporate Advisory, Foreign Taxation, Financial Consultancy, etc. and is consulted on the corporate matters by several domestic and foreign companies.

Post retirement, Mr. Memani has joined boards of various companies. He is also member of some of the foundations and charitable trusts as well as member of the Governing Council of some of the business schools.

He was also member of various Committees of the Institute of Chartered Accountants of India. For two consecutive years, Mr. Memani was on the External Audit Committee (EAC) of the International Monetary Fund and was appointed as the Chairman of EAC for the year 1999-2000, the first Indian so far appointed in the Committee. Mr. Memani is the past Chairman of American Chamber of Commerce in India and former President of Indo- American Chamber of Commerce and PHD Chamber of Commerce.

He is also a member of managing committees of various Industry Bodies.

Mr. Memani was Co-Chairman of New Company Law Drafting Committee and first Chairman of Quality Review Board, both set-up by Government of India.

2.5 Mr. Aditya Narayan

Mr. Aditya Narayan (DIN 00012084) is a B. Tech. from Indian Institute of Technology, Kanpur and holds a L.L.B degree from Kanpur University. He did his M.S. from University of Rochester, USA and a senior executive course in strategic management from the Manchester Business School, UK on a commonwealth scholarship. He attended several development programmes including leadership programme at the Aspen Institute, Colorado, USA in 1998.

Mr. Narayan began his career with ICI India Limited (now Akzo Nobel India Limited) in 1973 and grew through diverse functions and businesses. He worked as Chief Executive Officer of fertilizer and catalyst business of Indian Explosives Limited (IEL) during 1990-1993. He was CEO of Industrial Explosives business of IEL in 1994-1995 and Corporate Planning Manager at ICI Group in London in 1996. He served as the Managing Director of ICI India during 1996 - 2003 and then as its Non-Executive Chairman over 2003 - 2010. He was Managing Director of Hindustan Zinc Limited during 2004-2005. He also served as the President and CEO of BHP Billiton India during 2005 – 2009.

He is a Member of Supervisory Board, Anand Group India and the Board member of the Deep C Anand Foundation. Mr. Aditya Narayan does not hold any shares in the Company.

2.6 Mr. Chandra Shekhar Nopany

Mr. Chandra Shekhar Nopany (DIN: 00014587) is an industrialist having vast industrial experience in diverse fields like sugar, shipping, textiles and fertilisers. He is a Chartered Accountant and Master of Science in Industrial Administration from Carnegie Mellon University, Pittsburgh, U.S.A. He is former President of the Indian Chamber of Commerce, Kolkata and Indian Sugar Mills Association. He is also on the Board of Directors of several companies promoted by Dr. K.K. Birla, including few subsidiaries and joint venture of the Company. He contributed significantly to the organic and in-organic growth of the K K Birla Group and continues to lead as a new generation entrepreneur with concerted focus on efficiency and growth. He is also the Chairman of Vikas Vidyalaya, Ranchi (Jharkhand), a prestigious co-educational Higher Secondary residential school affiliated to CBSE, New Delhi.

Names of other Indian public limited companies in which Mr. Chandra Shekhar Nopany is a Chairman/Director or Chairman/ member of Committee(s):

2.7 Ms. Radha Singh

Ms. Radha Singh (DIN: 02227854) has a Post Graduate degree in Public Policy/Administration from Harvard University, USA and a Master’s degree in Social & Political Sciences from University of Delhi. She had retired from Indian Administrative Service.

Prior to retirement, she was holding the position of Secretary, Agriculture and Cooperation, Government of India. She has 39 years’ experience in public service, in several areas including rural and agricultural development, water resources, public finance and institution building. In her capacity as Agriculture and Cooperation Secretary, she headed several national and international organizations as a Board Member/ Chairperson.

In her long public career, she has held many high level policy and managerial positions in the Government of India. These include Secretary, Department of Animal Husbandry, Dairying and Fisheries, Additional Secretary/ Joint Secretary in the Ministry of Water Resources, Director General of the National Water Agency and positions in the Economic Affairs Department and field assignments. She had worked with the World Bank in Washington, DC, U.S.A. as an Institutional Specialist and several other capacities for six years (1992-1998).

Presently, Ms. Singh is Agriculture Advisor to Federation of Indian Chambers of Commerce and Industry (FICCI) and Nonexecutive Chairperson of the Board of Directors of Yes Bank Limited. She is also an Independent Director on the Board of Syngenta Foundation for Sustainable Agriculture, Switzerland.

2.8 Mr. Marco Philippus Ardeshir Wadia

Mr. Marco P.A. Wadia (DIN: 00244357) is B.A. (Hons.), L.L.B. and practicing Advocate since 1986, specializing in corporate matters. He has been a partner in the firm of M/s. Crawford Bayley & Co. Solicitors & Advocates, Mumbai since 2001. He is on the Boards and Committees of various companies including Indian Register of Shipping.

(3) Meetings and Attendance

The Meetings of the Board are generally held at the Corporate Office of the Company at Jasola, New Delhi - 110025. The Board meetings are scheduled within forty five days from the end of the quarter in the manner that it coincides with the announcement of quarterly financial results. In case of urgency, additional board meetings are convened. During the year under review, seven Board Meetings were held on May 9, 2014, August 8, 2014, September 8, 2014, September 18, 2014, November 7, 2014, February 6, 2015 and March 14, 2015.

(4) Board Agenda

The calendar of Board meetings is scheduled in the beginning of the year and shared with Board members. Apart from the annual board meeting calendar, the Board members are given a notice of a Board meeting more than a month before the meeting date except in case of emergent meetings. The Board members are provided with well-structured and comprehensive agenda papers with background information and analysis to enable the Board members to take informed decisions. Agenda papers are generally circulated a week prior to the meeting of the Board. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the agenda.

(5) Committees of the Board

The Board of Directors has constituted various Board committees with specific terms of reference and scope to ensure timely and effective working of the Board and the Company in addition to comply with the provisions of the listing agreement, regulations / guidelines of Securities and Exchange Board of India (SEBI), other statutory provisions. The committees operate as empowered bodies of the Board. In your Company, there are eight Committees of the Board of Directors, which have been delegated adequate powers to discharge their roles & responsibility and urgent business of the Company. These Committees are - (i) Audit Committee; (ii) Stakeholders Relationship Committee; (iii) Nomination and Remuneration Committee; (iv) Banking and Finance Committee; (v) Project Monitoring Committee; (vi) Corporate Social Responsibility Committee (vii) Risk Management Committee; and (viii) Strategy Committee. The Committees meet as often as required. The terms of reference and composition of these Committees are as follows:

5.1 Audit Committee

(i) Terms of reference:

The terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. It also discharges such other functions as may be delegated by the Board from time to time. Apart from this, the Audit Committee also reviews:

a) the contracts entered into by the Company related to traded products, valuing more than Rs. 150 Million and the contracts entered in the register maintained under section 189 of the Companies Act, 2013, if any; and

b) Status of material claims filed against the Company. The minutes of the Audit Committee meetings are circulated to the Board of Directors.

(ii) Composition:

The Committee comprises of three independent Directors. Mr. K. N. Memani being Chartered Accountant is a financial expert.

The Company Secretary is the secretary of the Committee. The permanent invitees include Managing Director, Chief Financial Officer, representatives of statutory auditors and internal auditors. Further, the cost auditor and other executives of the Company are invited in the audit committee meetings, as and when required. The Chairman of the Audit Committee was present at the last Annual General Meeting. The Committee met six times during the year on May 9, 2014, August 7, 2014, September 8, 2014, November 6, 2014, February 5, 2015 and March 14, 2015 and the attendance of the members at the meetings was as follows:

5.2 Stakeholders Relationship Committee

(i) Terms of reference:

The terms of reference of the Committee are in accordance with the provisions of Companies Act, 2013 and the Listing Agreement. It discharges such other functions as may be delegated by the Board from time to time.

The Committee also approves the matters relating to allotment of securities, issue of duplicate certificates, decide the dates of book closure/ record dates in respect of the shares and other securities issued by the Company, etc. In order to provide quick service to investors and expedite the process of transfers, the Board has delegated sufficient powers to the company executives to deal with various matters including transfer of shares across the counter, transmission of securities, etc.

(ii) Composition:

The Committee comprises of three Directors. The Chairperson of the Committee was present at the last Annual General Meeting. The Committee met four times during the year on May 9, 2014, August 7, 2014, November 7, 2014 and February 5, 2015 and the attendance of members at the meetings was as follows:

The Company Secretary of the Company is designated as the Compliance Officer of the Company and can be contacted at:

Chambal Fertilisers and Chemicals Limited

Corporate One, 1st Floor 5, Commercial Centre, Jasola New Delhi-110 025

Tel. : 91 11 41697900 Fax: 91 11 40638679 E-mail: compliance.officer@chambal.in  

5.3 Nomination and Remuneration Committee

(i) Terms of reference:

The Board has re-designated the “Remuneration Committee” as the “Nomination and Remuneration Committee” (“NRC”) in compliance with the provisions of section 178 of the Companies Act, 2013 and Listing Agreement with the Stock Exchanges.

The terms of reference of the Committee are in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. It discharges such other functions as may be delegated by the Board from time to time.

NRC is also authorized and empowered to (i) superintend and administer the Employees Stock Option Scheme(s) of the Company including CFCL Employees Stock Option Scheme 2010, and (ii) recommend or approve as the case may be, the remuneration including compensation package, increments, incentives, additional perquisites, etc. of Managing Director/ Whole Time Director/ Manager and senior executives (including Key Managerial Personnel) of the Company.

5.4 Banking and Finance Committee

(i) Terms of reference:

The Committee was formed to approve availment of various types of finances and any other specific matter delegated by the Board from time to time.

5.5 Project Monitoring Committee

(i) Terms of reference:

The Committee was formed to review progress of various projects of the Company and approve contracts of certain value.

5.6 Corporate Social Responsibility Committee

(i) Terms of reference:

The terms of reference of the Committee are as prescribed under the Companies Act, 2013 and the Rules framed thereunder and it discharges such other functions as may be delegated by the Board of Directors from time to time.

5.7 Strategy Committee

(i) Terms of reference:

The Committee was formed on September 18, 2014 and the terms of reference of the Committee include evaluation of non- core businesses of the Company from time to time, appointment of legal, tax, financial and other consultants and determine the scope of their services and terms of appointment and to recommend to the Board suitable option(s) pertaining to any of these businesses.

5.8 Risk Management Committee

(i) Terms of reference:

The Committee was formed on August 8, 2014 comprising the executives of the Company. The Committee was re-constituted with effect from April 1, 2015 as per the requirements of revised clause 49 of the Listing Agreement although such requirements regarding composition of Risk Management Committee are not applicable to the Company. The terms of reference of the Committee include review and monitor all business risks of the Company, finalise the risk document and to deal with other matters as may be prescribed in the Risk Management Policy of the Company or delegated to the Committee or as required under the Companies Act, 2013, Rules framed thereunder, listing agreement with the stock exchanges and other laws.

(7) Board Diversity Policy

The Company has a diverse business portfolio serving different customer segments. Having members of the Board from different fields is therefore necessary as well as significant for sustained commercial success of the Company and in maintaining its competitive advantage. The Board of Directors have adopted “Board Diversity Policy” which set out the basic guidelines to constitute a diverse Board that can, inter alia, draw upon a range of perspectives, experience and knowledge.

(8) Performance Evaluation

In pursuance of the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Performance Evaluation Policy has been laid down for effective evaluation of performance of the Board of Directors, the Committees thereof and individual Directors including the Chairman of the Board. After detailed discussion at Board level as well as taking input from each director, Nomination and Remuneration Committee (“NRC”) finalized the proformas / questionnaires containing various parameters to evaluate the performance of Board and its committee(s), Individual Directors and Chairperson of the Company. The performance evaluation parameters are based on their roles and responsibilities, contribution to the Company’s goals, decision making process, flow of information and various other aspects.

The evaluation of performance of the Board as a whole, Committees of the Board, Individual Directors and Chairperson of the Company was carried out for the Financial Year 2014-15. NRC evaluated the performance of each director. The Independent Directors in their separate meeting carried out the evaluation of the Board of Directors as a whole, Chairperson of the Company and Non-Independent Directors. The Chairperson of NRC and the Independent Directors have submitted reports of their respective evaluations to the Chairperson of the Company.

Based on the questionnaires received from the Directors and considering the reports of Chairperson of NRC and Independent Directors, the Board evaluated its own performance and that of its committees and individual directors including independent directors.

(9) Vigil Mechanism and Whistle Blower Policy

The Company has a Whistle Blower Policy for establishing vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s “Code of Conduct and Ethics for Directors and Employees’’.

The Directors and Employees are not only encouraged but required to report their genuine concerns and grievances under this policy. The vigil mechanism under the Policy provides adequate safeguard against victimization of the directors and the employees who avail of the mechanism and also provide for direct access to Chairman of the Audit Committee in exceptional cases. No personnel were denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at www.chambalfertilisers.com & intranet site - www.chambal.in

(10) Related Party Transactions

During the financial year 2014-15, all transactions entered into with Related Parties, as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement, were in the ordinary course of business and on an arm’s length basis. There were no materially significant transactions with related parties during the year that may have potential conflict with the interest of the Company at large.

The Company has formulated a policy on dealing with related party transactions which has been uploaded on the website of the Company and can be accessed at the weblink - http://www.chambalfertilisers.com/pdf/RPT_Policy_CFCL.pdf

No material Related Party Transaction (transaction exceeding ten percent of the annual consolidated turnover as per last audited financial statements), was entered during the year by the Company. Accordingly, disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

(13) Disclosures

13.1 No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority in any matter related to capital markets, for non-compliance by the Company.

13.2 Your Company is fully compliant with the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and quarterly compliance reports in the requisite format signed by the Compliance Officer, have been submitted to the concerned stock exchanges.

13.3 The Company has formulated a “Policy for determining Material Subsidiary” which has been uploaded on the website of the Company (www.chambalfertilisers.in) and can be accessed at the weblink http://chambalfertilisers.com/pdf/Policy-on-Material- Subsidiary.pdf

13.4 The details of familiarization programmes for Independent Directors is available on the website of the Company and can be accessed at the weblink - http://chambalfertilisers.com/pdf/Familiarization-Programme.pdf

13.5 The Company has adopted the following non-mandatory requirements relating to:

a) Maintenance of the office of Non-Executive Chairman at the Company’s expense

b) Separate posts of Chairman and Managing Director

c) Unqualified Audited Financial statements of the Company

13.6 During the year, no case was filed with the Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

13.7 The Company has circulated Sustainability Report for the Financial Year 2013-14 by email, wherever the email addresses of the shareholders were available with the Company.

(14) Means of Communication

14.1 The Company regularly interacts with the shareholders through multiple channels of communication such as publication of results on quarterly, half-yearly and annual basis, published in the main editions of national and vernacular dailies (such as Mint, Rajasthan Patrika and Dainik Bhaskar), Annual Report, e-mails and the Company’s website.

14.2 Information relating to shareholding pattern, quarterly corporate governance report, intimation of board meetings, etc. was also posted on NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre.

14.3 The results are simultaneously posted on the website of the Company at www.chambalfertilisers.com. The investors can also find on this website the Annual Reports, Quarterly Results, Sustainability Reports, quarterly corporate governance report, terms and conditions for appointment of independent directors, details of various services being provided to investors, guidance and procedure to be followed by the investors for transfer, transmission and transposition of the securities, de-materialisation, re-materialisation of shares, etc.

14.4 The Company had four Earning/ conference calls with investors/ analysts during the Financial Year 2014-15 in respect of its quarterly results, transcripts whereof are uploaded on the website of the Company.

14.5 Management Discussion and Analysis Report forms part of the Directors’ Report.

(15) Code of Conduct & Ethics

The Company had adopted Code of Conduct and Ethics which is available on the website of the Company (www.chambalfertilisers.com).

The object of the Code is to conduct the Company’s business ethically and with responsibility, integrity, fairness, transparency and honesty.

The Code of Conduct also serves as a tool in carrying out the Company’s social responsibility in a more effective manner. This Code sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and employees and with the external environment in which the Company operates.

The declaration given by Managing Director of the Company affirming compliance of the Code by the Board Members and Senior

Management Personnel of the Company during the Financial Year 2014-15 is enclosed as Annexure - “C” to Directors’ Report.

(16) General Shareholders?? Information

16.1 30th Annual General Meeting

Venue: Registered Office at Gadepan, Distt. Kota, Rajasthan - 325208

Time: 1030 hours

Day & Date: Tuesday, September 15, 2015

16.2 Financial Year :

April to March

16.3 Tentative Financial Calendar

Audited Annual Results (2014-15) April 30, 2015

Mailing of Annual Report August 2015

First Quarter Results Early August 2015

Half Yearly Results Early November 2015

Third Quarter Results Early February 2016

Audited Annual Results (2015-16) Late April or Early May 2016

16.4 Book Closure

The register of members and share transfer books of the Company shall remain closed from September 1, 2015 to September 3, 2015 (both days inclusive).

16.5 Dividend Payment Date:

September 21, 2015

16.6 Listing on Stock Exchanges and Stock codes

The names and addresses of the stock exchanges at which the equity shares of the Company are listed and the respective stock codes are as under:

S. No. Name of the Stock Exchange Stock Code

1 BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 500085

2 National Stock Exchange of India Limited (NSE)

Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 CHAMBLFERT

The Company has paid annual listing fees for the Financial Year 2015-16 to BSE and NSE.

16.7 Registrar and Transfer Agents & Share Transfer System

M/s. Zuari Investments Ltd. is your Company’s Share Transfer Agent. Share transfers in physical form and other communications regarding shares, dividends, change of address, etc., may be addressed to:

M/s. Zuari Investments Limited

Corporate One, First Floor, 5, Commercial Centre, Jasola New Delhi- 110 025.

Tel : 011 - 41697900, 46581300 Fax : 011 - 40638679 E-mail : isc@chambal.in  

The dematerialised shares are directly transferred to the beneficiaries by the Depositories.

The Share Transfer Agents have an online computerized system for transfer of shares in physical form. The designated officials of the Company are authorised to approve transfer of shares after they are processed by the Share Transfer Agents including transfer of shares ‘Over the Counter’ upto 10,000 shares per request. Average time taken in transfer of shares is around 2 working days from the date of receipt of the request.

16.8 Address for Correspondence:

The Investors can personally contact or send their correspondence either to Share Transfer Agents at the aforesaid address or at the Company’s Investor Service Centre at the following address:

Chambal Fertilisers and Chemicals Limited

Investor Service Centre Corporate One, First Floor, 5, Commercial Centre, Jasola New Delhi - 110 025

Tel : 011 - 41697900, 46581300 Fax : 011 - 40638679

E-mail : compliance.officer@chambal.in  Website : www.chambalfertilisers.com  

16.9 Dematerialisation of Shares and Liquidity

The Equity Shares of the Company are compulsorily traded in dematerialised form and the Company has signed agreements with both the Depositories i.e. National Securities Depositories Limited and Central Depository Services (India) Limited. As on March 31, 2015, about 93.15% of the share capital of the Company was held in dematerialised form.

The shareholding pattern of the Company alongwith top ten shareholders and other details are given in Annexure ”G“ to the Directors’ Report.

16.10 Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, conversion date and likely impact on equity - NIL

16.11 a) Location of the Plants

Fertiliser Plants: Gadepan, Distt. Kota, Rajasthan, India, PIN –325 208

Birla Textile Mills: Baddi, Distt. Solan, Himachal Pradesh, India, PIN -173 205

b) India Steamship - Shipping Division “Birla Building”, 9th Floor, 9/1, R.N. Mukherjee Road, Kolkata –700001

For and on behalf of the Board of Directors

S. K. Poddar

Chairman

Place: New Delhi

Date: April 30, 2015