5006700318

NOTICE
NOTICE IS HEREBY given that the 42nd Annual General Meeting of the Members of Gujarat Narmada Valley Fertilizers &
Chemicals Limited will be held at 11:00 AM on Saturday, the 29th September, 2018 at the Registered Office of the Company,
at Open Air Theatre, Sports Complex, Narmadanagar Township, P.O. Narmadanagar - 392 015, District: Bharuch to transact the
following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements
of the Company for the financial year ended 31st March, 2018 and the Reports of the Board of Directors and Auditors thereon.
2. To declare Dividend on equity shares for the financial year ended 31st March, 2018.
3. To appoint a Director in place of Shri V. D. Nanavaty (DIN: 07431075), who retires by rotation and is being eligible offer
himself for re-appointment.
SPECIAL BUSINESS:
4. Re-appointment of Dr. Rajiv Kumar Gupta, IAS (DIN: 03575316) as Managing Director of the Company for a period from
2.05.2018 to 15.07.2018 :
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
"RESOLVED that pursuant to the provisions of Sections 161, 196, 197, 203, read with provisions of Schedule-V and other
applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) as also such other approvals, permissions and
sanctions, as may be required, approval of the Company be and is hereby accorded to the re-appointment of Dr. Rajiv
Kumar Gupta, IAS, (DIN: 03575316) as Managing Director of the Company for a period commencing from 2.05.2018 to
15.07.2018 on payment of remuneration / special pay, if any, to him as may be granted and conveyed by the Government
of Gujarat for the aforesaid period."
"FURTHER RESOLVED that the approval of the Company be and is hereby given and the Board of Directors of the Company
be and is hereby authorized to agree to the payment of remuneration / special pay, if any, to Dr. Rajiv Kumar Gupta, IAS,
Managing Director as may be granted and conveyed by the Government of Gujarat during the aforesaid period, subject to
the same not exceeding the limit specified under Schedule-V to the Companies Act, 2013 or any statutory modification(s)
or re-enactment thereof."
"RESOLVED FURTHER that the Board of Directors of the Company and / or its delegated authority be and is / are hereby
authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
5. Appointment of Shri M.S. Dagur (DIN: 01622222) as Managing 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 the provisions of Sections 161, 196, 197, 203 read with the provisions of Schedule-V and all
other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), approval of the Company be and is hereby accorded
to the appointment of Shri M.S. Dagur (DIN: 01622222) as the Managing Director of the Company for a period of two years
commencing from 16.07.2018 on such terms & conditions of appointment and payment of remuneration and providing of
perquisites by the Company to him as Managing Director, as may be prescribed and notified by Government of Gujarat and
as may be determined by the Board of Directors, so however, his period of office shall not exceed five years from the date
of his appointment and the remuneration payable to him shall not exceed the limits specified under Schedule-V to the
Companies Act, 2013."
"FURTHER RESOLVED that approval of the Company be and is hereby given and the Board of Directors of the Company be
and is hereby authorized to agree to any increase, variation, modification or amendment as may be decided and conveyed
by the Government of Gujarat in the terms & conditions of appointment and payment of remuneration and providing of
perquisites by the Company to Shri M.S. Dagur, Managing Director in accordance with the Articles of Association of the
Company and Schedule-V to the Companies Act, 2013 or as may be prescribed / approved by the Central Government, if
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such approval of the Central Government is required."
"FURTHER RESOLVED that Shri M.S. Dagur, Managing Director of the Company be and is hereby authorized to exercise
substantial powers of Management and that he shall be responsible for the day to day management of the Company,
subject to the superintendence, direction and control of the Board of Directors and that he shall carry out such duties as
may be entrusted and/or delegated to him by the Board of Directors of the Company, from time to time."
"FURTHER RESOLVED that remuneration, benefits and perquisites shall be paid and allowed to Shri M.S. Dagur, Managing
Director as minimum remuneration, as may be notified by the Government of Gujarat, notwithstanding the absence or
inadequacy of profits in any year."
"RESOLVED FURTHER that the Board of Directors of the Company and / or its delegated authority be and is / are hereby
authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
6. Re-appointment of Shri Sunil Parekh (DIN: 06992456) as an Independent Director of the Company:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act,
2013 (the Act) and the Rules made thereunder read with Schedule-IV to the Act (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) and applicable Regulation(s) of Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and pursuant to the
recommendation of the Board of Directors, Shri Sunil Parekh (DIN: 06992456), Independent Director of the Company,
whose term of office is liable to expire on 30th September, 2018, and being eligible for re-appointment for a second term,
and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member
proposing the candidature for the office of Director, be and is hereby re-appointed as an Independent Director on the Board
of the Company to hold office for a second term of three consecutive years up to 30th September, 2021 and that he shall not
be liable to retire by rotation."
7. Re-appointment of Shri Piruz Khambatta (DIN 00502565) as an Independent Director of the Company:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act,
2013 (the Act) and the Rules made thereunder read with Schedule-IV to the Act (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) and applicable Regulation(s) of Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and pursuant to the
recommendation of the Board of Directors, Shri Piruz Khambatta (DIN: 00502565), Independent Director of the Company,
whose term of office is liable to expire on 30th September, 2018, and being eligible for re-appointment for a second term,
and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member
proposing the candidature for the office of Director, be and is hereby re-appointed as an Independent Director on the Board
of the Company to hold office for a second term of three consecutive years up to 30th September, 2021 and that he shall not
be liable to retire by rotation."
8. Ratification of remuneration payable to Cost Auditors of the Company for the financial year 2018-19:
To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
"RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force), the remuneration of Rs.4.18 Lac (Rupees Four Lac Eighteen Thousand
only) plus statutory levies and reimbursement of out of pocket expenses payable to the Cost Auditors, M/s Dalwadi &
Associates, Cost Accountants, (Firm Registration No. 000338), Ahmedabad for carrying out the audit of the cost records of
the Company for financial year ending on 31st March, 2019, as recommended by the Audit Committee and approved by the
Board of Directors, be and is hereby ratified."
"RESOLVED FURTHER that the Board of Directors and / or its delegated authority be and is / are hereby authorized to do
all such acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolution."
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By Order of the Board of Directors,
For Gujarat Narmada Valley Fertilizers & Chemicals Ltd.
T. J. Lakhmapurkar
Company Secretary & General Manager (Legal)
Registered Office:
P.O. Narmadanagar, Dist.Bharuch:392 015
CIN: L24110GJ1976PLC002903
Tele No. (02642) 247001, 247002, Fax No. (02642) 247084
Email: [email protected] | Website: www.gnfc.in
Dated: 9th August, 2018
NOTES :
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can
act as a proxy on behalf of Members not exceeding fifty (50) and holding in aggregate not more than 10% of the total share
capital of the Company. A Member holding more than 10% of the total share capital of the Company carrying voting rights
may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2. THE INSTRUMENT APPOINTING PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT
LESS THAN FORTY- EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
3. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Business under
Item Nos.4 to 8 set out above is annexed hereto. The information required to be furnished under Regulation 36 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial
Standard - 2 on "General Meetings" issued by The Institute of Company Secretaries of India, in respect of persons seeking
appointment / re-appointment as Directors are also annexed.
4. Corporate Members intending to send their authorized representative(s) to attend the Meeting are requested to send to the
Company a certified true copy of the Board Resolution together with the specimen signature(s) of the representative(s)
authorized under the said Board Resolution to attend and vote on their behalf at the Meeting at least 48 hours before the
meeting.
5. The Company is pleased to provide its Members, the facility to cast their votes using an electronic voting system from a
place other than the venue of the AGM ("remote e-voting") in respect of the resolutions proposed in the accompanying
Notice, in compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 and Regulation 44 of SEBI Listing Regulations.
For this purpose, the Company has availed the remote e-Voting services provided by Central Depository Services (India)
Ltd. (CDSL). A separate sheet containing Attendance slip, detailed procedure and the instructions for availing remote e-
voting facility is enclosed.
The facility for voting through Ballot Papers will also be made available at the place of meeting and the Members attending
the meeting, who have not casted their vote through remote e-voting shall be able to cast their vote at the meeting.
Members who have already casted their vote through remote e-voting shall be entitled to attend the meeting but shall not
be entitled to cast their votes again at the meeting.
ANNEXURE TO THE NOTICE
AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013, THE FOLLOWING EXPLANATORY STATEMENT SET OUT
ALL MATERIAL FACTS RELATING TO BUSINESS MENTIONED UNDER ITEM NOS. 4 TO 8 OF THE ACCOMPANYING NOTICE.
Item No. 4
The Members of the Company at their 37th Annual General Meeting (AGM) held on 21st September, 2013 had accorded
consent to the appointment of Dr. Rajiv Kumar Gupta, IAS as Managing Director (MD) of the Company for a period commencing
from 2.05.2013 until further orders from Government of Gujarat (GoG) with a stipulation that his period of office shall not
exceed five years from the date of his appointment i.e. up to 1.05.2018. Accordingly, the tenure of Dr. Rajiv Kumar Gupta,
IAS as MD was completed on 1.05.2018.
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In exercise of the powers vested under Article 136 of the Articles of Association of the Company, the GoG has vide its
Notification No. AIS/35.2018/24/G dated 12.07.2018 nominated Shri M.S. Dagur, Additional Chief Secretary, as Government
Director on the Board of the Company for a period of two years effective 16.07.2018 (the date on which he assumed the
charge of MD) and withdrawn the nomination of Dr. Rajiv Kumar Gupta, IAS as Government Director from the Board.
Dr. Rajiv Kumar Gupta relinquished the charge of MD w.e.f. 15.07.2018 and hence he ceased to be the Director and MD of
the Company from the said date.
The Board of Directors had in its meeting held on 9.08.2018 re-appointed Dr. Rajiv Kumar Gupta, IAS as MD of the
Company for the intervening period from 2.05.2018 to 15.07.2018. In terms of the provisions of Section 196, 197, 203 read
with Schedule-V to the Companies Act, 2013, the reappointment of Dr. Rajiv Kumar Gupta, IAS as MD of the Company and
payment of remuneration / special pay, if any, to him as may be granted and conveyed by GoG are subject to the approval
of Members in the General Meeting.
Your Directors therefore, commend the proposed resolution for your approval.
None of the Directors and Key Managerial Personnel of the Company and their relatives is / are in any way concerned or
interested, financially or otherwise, in the said resolution. This explanatory statement may also be regarded as disclosure
under Regulation 36 of the Listing Regulations, 2015.
Item No. 5
In exercise of the powers vested under Article 136 of the Articles of Association of the Company, the GoG had vide its
Notification No. AIS/35.2018/24/G dated 12.07.2018 nominated Shri M.S. Dagur, Additional Chief Secretary, as Government
Director on the Board of the Company effective from the date he assumes the charge of Mananging Director for a period
of two years. Shri M.S. Dagur had taken the charge of MD w.e.f. 16.07.2018.
In pursuance of Article 171 of the Articles of Association of the Company, the Board of Directors had in its meeting held on
9.08.2018 appointed Shri M.S. Dagur as MD of the Company for a period of two years commencing from 16.07.2018. The
terms & conditions of appointment and payment of remuneration and providing of perquisite to Shri M.S. Dagur will be as
may be prescribed and notified by GoG and as may be determined by the Board of Directors, provided that his period of
office shall not exceed five years from the date of his appointment as stipulated in Section 196(2) of the Companies Act,
2013 and the remuneration / special pay, if any payable to him shall be subject to the limits specified under Schedule-V to
the Companies Act, 2013.
In terms of the provisions of Section 196, 197, 203 read with Schedule-V to the Companies Act, 2013, the appointment of
Shri M.S. Dagur as MD of the Company and payment of remuneration to him as may be granted and conveyed by GoG are
subject to the approval of Members in the General Meeting.
The proposed resolution is for the aforesaid purpose and your Directors commend the same for your approval.
Except Shri M.S. Dagur, none of the Directors and Key Managerial Personnel of the Company and their relatives is / are in
any way concerned or interested, financially or otherwise, in the said resolution. This explanatory statement may also be
regarded as disclosure under Regulation 36 of the Listing Regulations, 2015.
Item Nos. 6 and 7
Pursuant to the provisions of Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, S/Shri Sunil Parekh (DIN 06992456) and Piruz Khambatta (DIN 00502565) were appointed as
Independent Directors (IDs) on the Board at the 39th AGM held on 26th September, 2015 for a term of three consecutive
years up to 30th September, 2018. Accordingly, their term of office will expire on that date.
In accordance with Section 149 (10)(11) of the Act, S/Shri Sunil Parekh and Piruz Khambatta are eligible for re-appointment as
IDs for second term on passing a Special Resolution by the Company and disclosure of such appointment in its Board Report.
The Nomination & Remuneration Committee has on the basis of performance evaluation of the IDs, has recommended their
re-appointment to the Board, for a second term of three consecutive years up to 30th September, 2021. The Board had in its
meeting held on 9.08.2018 recommended their re-appointment as IDs to the Members for being considered at this AGM.
The Board believes that considering their expertise and experience and significant contribution made by them during their
tenure of Directorship, the continued association of S/Shri Sunil Parekh and Piruz Khambatta would be beneficial to the
Company. It is therefore, desirable to continue to avail their services as IDs on the Board. In the opinion of the Board, S/Shri
Sunil Parekh and Piruz Khambatta fulfill the conditions for re-appointment as IDs as specified in the Act and Listing
4
Regulations and they are Independent of Management.
It is therefore, proposed to re-appoint S/Shri Sunil Parekh and Piruz Khambatta as IDs on the Board for a second term of
three consecutive years up to 30th September, 2021, not liable to retire by rotation.
Shri Sunil Parekh is a renowned Management Consultant and presently he is Head of Strategy & Group Corporate Affairs,
Zydus Group and Strategic Advisor to Jubilant Bhartia Group. Shri Piruz Khambatta is a leading Industrialist and currently
is a Chairman and Managing Director of Rasna Pvt. Ltd. Their brief resumes are given in Annexure forming part of the
Notice of this AGM.
The Company has received declarations from S/Shri Sunil Parekh and Piruz Khambatta confirming that they meet with the
criteria of Independence as prescribed under Section 149(6) of the Act and Listing Regulations.
The Company has also received Notice in writing from a Member under Section 160 of the Act, proposing the candidature of
S/Shri Sunil Parekh and Piruz Khambatta for the office of IDs. S/Shri Sunil Parekh and Piruz Khambatta are not disqualified
from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.
Copy of the draft letters of appointment of S/Shri Sunil Parekh and Piruz Khambatta as IDs setting out the major terms &
conditions of their re-appointment are available for inspection by the Members at the Registered Office of the Company
during normal business hours on any working day till the date of AGM.
Your Directors therefore, commend the Special Resolutions set-out at Item Nos.6 & 7 of the Notice for approval by the
Members.
Except S/Shri Sunil Parekh and Piruz Khambatta, none of the Director(s) and Key Managerial Personnel of the Company
and their relatives is / are concerned or interested, financially or otherwise, in their respective resolution of appointment.
This explanatory statement may also be regarded as disclosure under Regulation 36 of the Listing Regulations.
Item No. 8
The Board of Directors, on the recommendations of Audit Committee, in its meeting held on 29th May, 2017 approved the
appointment of M/s Dalwadi & Associates, Cost Accountants, Ahmedabad (Firm Registration No.000338) as Cost Auditors
of the Company for a period of three years from FY 2017-18 to 2019-20 at a remuneration of Rs.3.80 Lac per annum for FY
2017-18 and thereafter, increase of 10% every year up to FY 2019-20 plus out of pocket expenses and statutory levies for
carrying out the cost audit work of the Company.
In accordance with the provisions of Section 148 of the Act, read with Rule 14 of Companies (Audit and Auditors) Rules,
2014, the remuneration payable to Cost Auditors has to be ratified by the Members of the Company. Accordingly, the
remuneration of Rs.4.18 Lac payable to M/s Dalwadi & Associates for FY 2018-19 is required to be ratified by the Members
at this AGM.
Your Directors therefore, commend the proposed resolution for your ratification.
None of the Directors / Key Managerial Personnel of the Company and their relative(s) is / are, in any way, concerned or
interested, financially or otherwise, in the said resolution. This explanatory statement may also be regarded as disclosure
under Regulation 36 of SEBI Listing Regulations.
Inspection of Documents:
All documents referred to in this Notice and Explanatory Statement are open for inspection at the Registered Office of the
Company between 9:30 AM and 11:30 AM during working days of the Company.
By Order of the Board of Directors,
For Gujarat Narmada Valley Fertilizers & Chemicals Ltd.
Registered Office:
T. J. Lakhmapurkar
P.O. Narmadanagar, Dist.Bharuch:392 015 Company Secretary & General Manager (Legal)
CIN:L24110GJ1976PLC002903
Tele No: (02642) 247001, 247002, Fax No: (02642) 247084
Email: [email protected] | Website: www.gnfc.in
Dated: 9th August, 2018
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DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE 42nd ANNUAL GENERAL MEETING PURSUANT
TO REGULATION 36 OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD - 2 ON "GENERAL MEETINGS":
Shri V.D. Nanavaty
Shri V.D. Nanavaty (54) (DIN: 07431075) is a Director of the Company since 5th April, 2016. Shri Nanavaty is presently working
as Executive Director & Chief Financial Officer of Gujarat State Fertilizers & Chemicals Ltd. He is a Commerce Graduate and
holds Membership of Three premier Institutes namely; The Institute of Chartered Accountants of India; The Institute of Cost
Accountants of India; and The Institute of Company Secretaries of India. He is having rich experience of around 29 years in the
fields of Finance, Secretarial, Management & Administration.
Details of his Directorship and Committee Chairmanship / Membership are as under:
1. Karnalyte Resources Inc., Canada Director
2. GSFC Education Society Member & Treasurer
3. GSFC Science Foundation Trustee
4. Bhavnagar Energy Company Limited Director
5. Gujarat Narmada Valley Fertilizers & Chemicals Limited Director & Member of Audit Committee
6. GSFC Agrotech Limited. Director
He does not hold any equity shares in the Company. The details of Board Meetings attended by Shri V.D. Nanavaty during FY
2017-18 has been furnished in the "Report on Corporate Governance" forming part of the Annual Report - 2017-18.
Dr. Rajiv Kumar Gupta, IAS
Dr. Rajiv Kumar Gupta, IAS (56) (DIN: 03575316) was Managing Director of the Company from 2.05.2013 to 15.07.2018. He is BA
(Political Science, English Literature & Medieval History) (Gold Medalist), MA (Political Science), University of Allahabad and
Ph.D. (International Law). He is a Senior IAS Officer having rich experience in the field of Management and Administration. He
has held distinguished positions in GoG like Collector and District Magistrate - Vadodara, Sabarkantha and Mehsana, Principal
Secretary, Agriculture and Co-operation Department, Secretary, Women & Child Department, Commissioner (Higher & Technical)
Education, Principal Secretary, Narmada, Water Resources, Water Supply & Kalpsar Department (Water Supply), Principal
Secretary, Climate Change Department, which is first of its kind in whole of Asia, Executive Director - Sardar Sarovar Narmada
Nigam Ltd., and Managing Director - Gujarat State Civil Supplies Corporation, Chairman and Managing Director of Gujarat
Water Infrastructure Ltd, Chairman of Gujarat Water Supply & Sewerage Board and Water And Sanitation Management
Organization (WASMO), Principal Secretary, (Urban Development and Urban Housing Department) and (Primary & Secondary
Education) Education Department, Addl. Chief Secretary, Labour and Employment Department, Government of Gujarat.
Presently, he is Addl. Chief Secretary, Forests & Environment Department, Government of Gujarat.
Details of Directorship and Committee Chairmanship / Membership held prior to withdrawal of nomination as Government
Director by GoG effective 15.07.2018:
1. Gujarat Narmada Valley Fertilizers & Chemicals Ltd. Managing Director & Member of
Stakeholders Relationship Committee
2. EcoPhos GNFC India Private Limited Chairman
3. Gujarat NCode Solutions Ltd. Chairman
4. The Fertilizer Association of India Director
5. National Skill Development Corp. Ltd. Director
He did not hold any equity shares in the Company. The details of Board Meetings attended by Dr. Rajiv Kumar Gupta, IAS during
FY 2017-18 has been provided in the "Report on Corporate Governance" forming part of the Annual Report - 2017-18.
Shri M. S. Dagur
Shri M.S. Dagur, aged 60 years, is a very Senior IAS Officer of Government of Gujarat (GoG). He is MA in Political Science from
University of Rajasthan, Jaipur and MBA from University of Birmingham, UK.
He has very rich and varied experience of 34 years and has held distinguished positions in various departments of GoG like
Collector of Mehsana, Bhavnagar, Gandhinagar, Dang, Joint Secretary / Additional Secretary in the departments of Planning,
6
Civil Supplies, Panchayat and Tribal Welfare, Special Commissioner, Sales Tax Department, Commissioner, Trade & Commerce,
Additional Chief Secretary, Social Justice and Empowerment, Ports, Forest & Environment, etc.
He was Managing Director of Gujarat Alkalies & Chemicals Ltd., Chief Executive Officer of Sardar Sarovar Narmada Nigam Ltd.,
Water Resources Department. He has attended many National and International Training Programmes and Seminars and has
presented papers in many forums, including Foreign Institutes and IIM, Ahmedabad.
Prior to joining GNFC as Managing Director, he was Additional Chief Secretary, Home Department, Government of Gujarat.
Details of his Directorship and Committee Chairmanship / Membership are as under :
1. Gujarat Narmada Valley Fertilizers & Chemicals Ltd. Managing Director & Member of Stakeholders Relationship
Committee
2. Sardar Sarovar Narmada Nigam Ltd. Director
3. Dholera International Airport Co. Ltd. Director
He does not hold any equity shares in the Company.
Shri Sunil Parekh

Shri Sunil Parekh (62) (DIN: 06992456) is a Director of the Company since 10th October 2014. He holds B.Tech Degree from IIT-
Delhi in Mechanical Engineering and Computer Programming. Shri Sunil Parekh is a renowned Management Consultant and
presently he is Head of Strategy & Group Corporate Affairs, Zydus Group and Strategic Advisor to Jubilant Bhartia Group. He is
founding curator, Hub of Global Shapers, Ahmedabad at World Economic Forum. He has over 32 years of professional experience,
including 15 years of international exposure in Africa, Europe and USA and has led several business delegations to the USA. He
is a Member of several Governing Councils and Trusts and is the Executive Chairman of the IIT-Delhi Alumni Association.
1. GVFL Ltd. Director
2. Gujarat Narmada Valley Fertilizers & Chemicals Ltd. Director & Member of Audit Committee
3. Dahej SEZ Ltd. Director
He does not hold any equity shares in the Company. The details of Board Meetings attended by Shri Sunil Parekh during
Shri Piruz Khambatta

Shri Piruz Khambatta (50) (DIN: 00502565) is a Director of the Company since 10th October, 2014. He holds Bachelor Degree in
Biochemistry and Law. He has attended several courses in Management at prestigious Wharton School, Philadelphia and IIM,
Kolkatta. Shri Piruz Khambatta is a leading Industrialist and currently, he is a Chairman & Managing Director of Rasna Pvt. Ltd.
He is actively involved in Industry affairs through various associations. He was President of All India Food Processors Association
and was the Chairman of Confederation of Indian Industries (CII) National Committee on Food Processing during 2005 to 2016.
He is currently Chairman, CII (Western Region). He is actively associated with National and Western Regional Committees and
Council of CII and has steered many events and functions as Chairman in CII. He is also a Member of High Level Ministry -
Industry Consultative Committee (MICC) constituted by Ministry of Food Processing Industries, Government of India. He is Brand
Ambassador of "Make in India" initiative of Government of India.
1. Rasna Private Ltd. Chairman & Managing Director
2. Wajra O' Force Empowerment Foundation Director
3. Gujarat Narmada Valley Fertilizers & Chemicals Ltd. Director
4. Rasna Naturals Private Limited Director
He does not hold any equity shares in the Company. The details of Board Meetings attended by Shri Piruz Khambatta during
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To,
DIRECTORS’ The Members,
REPORT Your Directors have immense pleasure in presenting this 42nd Annual Report on Company's
business and operations together with Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended on 31st March, 2018.
The year 2017-18 was the unprecedented year for your Company registering excellent
financial results in the history of 42 years of its operations. The continued emphasis on
higher productivity, energy conservation & efficiency improvement, smart marketing
strategies, innovation / cost reduction, environmental & safety consciousness, dedication of
employees at all levels, etc., have significantly contributed in achieving commendable all-
round performance of your Company.
FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS
The concerted efforts put-in by your Company have resulted in achieving glittering financial and operational performance during
the year. The Company established total 186 new records on production and marketing fronts.
The financial highlights for the year ended 31st March, 2018 are summarized below:
(Rs. in Crores)
Particulars Standalone
2017-18 2016-17
Income from operations 5,917 4,945
Other Income 141 225
Total Income 6,058 5,170
Total Expenditure 4,526 4,292
Profit before Depreciation, Finance
Cost, Exceptional Item and Tax 1,532 878
Depreciation 270 251
Finance Cost 100 204
Exceptional Item (Impairment
Reversal of TDI-II Assets) - 292
Profit Before Tax 1,162 715
Tax Expense 372 194
Net Profit for the year 790 521
Re-measurement of Losses on
defined employee benefit plans 27 6
Balance brought forward from
previous year 635 157
Amount available for Appropriation 1,398 672
Appropriations :
Dividend paid 78 31
Tax on Dividend 16 6
Transferred to General Reserve 115 -
Surplus carried to Balance Sheet 1,189 635
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FINANCIAL & OPERATIONAL PERFORMANCE OVERVIEW
1. Financial Performance :
Your Directors are delighted to share with you the highest ever financial records established by your company during the
year under review on standalone basis, which are as follows:
• Highest Ever Profit Before Tax of Rs.1,162 Crore as against Rs.715 Crore in the previous year, registering an increase
of 63%.
• Highest Ever Profit After Tax of Rs.790 Crore as against Rs.521 Crore in the previous year, registering an increase of 51%.
• Highest Ever Turnover of Rs.6,058 Crore as against Rs.5,170 Crore in the previous year, registering an increase of 17%.
• Highest Ever Exports of Rs.629 Crore as against Rs.361 Crore in the previous year, registering an increase of 74%.
• Highest Ever EBITDA of Rs.1,532 Crore as against Rs.1,170 Crore in the previous year, registering an increase of 31%.
• Highest Ever EPS of Rs.50.80 as against Rs.33.54 in the previous year, registering an increase of 51%.
• Recommendation of Highest Ever Dividend of 75% as against 50% paid last year.
• Highest ever pre-payment of Long Term Debt of Rs.534 Crore.
• Highest ever Long Term Debt extinction of Rs.888 Crore. The total debt of Rs.1,436 Crore paid off in one single year.
Thus, your Company has become Long Term Debt free Company.
During the year under review, the exponential growth in revenue and profits are significantly led by non-TDI chemicals
products. The realisation from Acetic Acid, Formic Acid and Ethyl Acetate were the highest in the last 6 years.
The Net Profit for FY 2017-18 on consolidated basis was Rs.794.94 Crore as compared to Rs.528.79 Crore in the previous
year.
2. Operational performance :
It is a matter of proud that your Company has once again excelled on production front during the year. Most plants were
operated at more than 100% capacity utilization. Special focus was given on energy conservation and cost reduction in all
aspects. Ever highest annual production was achieved in Formic Acid : 22,009 MTs. (220.09%), Ethyl Acetate : 63,126 MTs.
(126.25%), Aniline : 41,883 MTs. (119.67%) Technical Grade Urea : 1,03,601 MTs, TDI-II : 42,577 MTs (85.15%).
In addition, annual production at more than 100% capacity utilization was also achieved in Acetic Acid : 1,57,067 MTs.
(157.07%), Ammonium Nitrophosphate : 2,16,575 MTs. (151.98%), Ammonia : 6,13,010 (137.60%) and TDI-I : 17,056 MTs.
(121.83%).
Currently, TDI-II Plant, Dahej is running smoothly on consistent basis. Your Company is making on-going efforts for
reliability and improvement in TDI-II Plant operations in terms of consistency, safety and capacity utilization by implementing
various schemes. Actions have been initiated for implementation of various schemes under "Reliability Phase-II" with an
estimated investment of Rs.170 Crore. This will help in decreasing downtime and achieving sustainable production, resulting
into higher contribution in the profitability of the Company.
SALES :
1. Industrial Products :
The Chemical Segment has performed extremely well for FY 2017-18 despite competitive scenario of Chemical business
in the country and International Market. Almost all Industrial Products performed well in terms of sales and realization
during the year. Many new milestones have been achieved in sales. E-tendering of Methanol successfully launched and
well accepted in the market. Your Company is the first Company to adopt such a unique way of Chemical sales through e-
Tendering. Export turn-over has increased to Rs.629 Crore in FY 2017-18 from Rs.361 Crore in FY 2016-17. The company
is one of the leading suppliers of TDI in Markets of Middle East and Africa. The company's products have been exported to
66 Countries. The outstanding performance of Chemical Segment was mainly attributed to smart marketing strategy and
dynamic pricing of company's products.
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2. Fertilizer Business:
The year 2017-18 was challenging for Fertilizer Sector as the over-all rainfall remained normal during the monsoon
season and there was high carried forward stock of Fertilizers at the beginning of the year.
Despite these challenges, your Company performed well in the fertilizer business during the year and achieved total sale
of Urea (Manufactured and Traded) at 7.31 Lac MTs. as compared to 10.37 Lac MTs. in the previous year. Lower sales
volume of Urea was due to reduced handling of Imported Urea during the year. The sale of Ammonium Nitro Phosphate
(ANP) was highest ever at 2.23 Lac MTs. compared to 2.16 Lac MTs in the previous year. Out of the total sale of fertilizers,
around 1.09 Lac MTs fertilizers were sold through Company's own 68 Narmada Khedut Sahay Kendras (NKSKs).
During the year, trading activities continued in Muriate of Potash (MoP), indigenously sourced Di-Ammonium Phosphate
(DAP), Ammonium Sulphate, Single Super Phosphate (SSP) and City Compost. Total 10,415 MTs. of fertilizers were sold as
part of Trading activities.
3. (n)Code Solutions – IT Division:
(n)Code Solutions - IT Division has also contributed in achieving stellar performance of your Company during the year. This
division has registered sales turnover of Rs.174 Crore and profit of Rs.39.53 Crore across all its business segments.
(n)Code Solutions has bagged major prestigious order from Vadodara Smart City Development Ltd. Another notable
contribution by (n)Code in the Government Sector was its role in conducting reverse auction on its own e-auction for Gujarat
State Civil Supplies Corporation (GSCSC) resulting in to a massive savings of Rs.32.58 Crore to GSCSC.
With a view to maintain growth momentum in IT business, (n)Code has undertaken several new initiatives in the areas of
smart cities, education, intelligent transportation, system integration, Geographical Information Systems, security and
surveillance, Digital Mapping and Surveys, business intelligence, Data Analytics, e-Auction, etc.
(n)Code Solutions - IT Division of the company was appointed as an Authentication User Agency (AUA) and e-KYC User
Agency (KUA) by Unique Identification Authority of India (UIDAI) for the purpose of providing Aadhaar enabled services.
UIDAI had vide its interim order dated 7th June, 2018 imposed financial disincentive of Rs.2,05,32,000/- (including GST of
Rs.31,32,000/-) due to violation of certain provisions of Aadhaar Act, 2016 and its Regulations by (n)Code. Your Company
had submitted due explanations in this proceedings. However, in order to amicably resolve the issue and close the matter,
the Company had made full payment towards financial disincentive to UIDAI. As such, there is no material impact of the
said payment on the financial position of the Company.
A detailed analysis of Company's operational and financial performance is presented under a separate section on "Management
Discussion & Analysis" forming part of this report.
DIVIDEND :
Your Directors are delighted to inform that in view of unprecedented performance of your Company for FY 2017-18 in its history
of 42 years and to meet with the aspirations of shareholders for higher dividend on their investments, your Directors have
recommended ever highest dividend of Rs.7.50 per share (75%) on 15,54,18,783 equity shares of Rs.10/- each, subject to the
approval of shareholders at this Annual General Meeting. The dividend payout would work out to Rs.140.52 Crore including tax
on dividend. This amounts to 17.80% of the Net Profit of the Company.
APPROPRIATIONS :
Your Company has registered a Net Profit of Rs.789.52 Crore for FY 2017-18. After deducting therefrom Rs.26.72 Crore being
the re-measurement losses on defined employee benefit plans and adding thereto Rs.635.19 Crore being the balance of
Statement of Profit & Loss brought forward from previous year, an amount of Rs.1,397.99 Crore is available for appropriation.
Out of this, Rs.93.53 Crore (inclusive of Tax on Dividend) is appropriated towards payment of dividend for FY 2016-17 and Rs.115
Crore is transferred to General Reserve. The balance amount of Rs.1,189.46 Crore is proposed to be carried to Balance Sheet.
The Company proposes to transfer Rs.175 Crore to General Reserve upon declaration of dividend for FY 2017-18.
FERTILIZER INDUSTRY – GOVERNMENT POLICY :
The Government of India (GoI) increased subsidy on Phosphates and decreased subsidy on Nitrogen and Potash nutrient covered
under the policy of Nutrient Based Subsidy for FY 2018-19. Net effect of such changes in subsidy on 'Narmada Phos' produced
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by your Company has been positive resulting into annual benefit of around Rs.14 Crore.
After the success of pilot project of GoI for sale of fertilizers under 'Direct Benefit Transfer' (DBT) Scheme in 19 Districts of
selected States, the said scheme has now been implemented across the Country from 1st February, 2018 with the objectives of
addressing the challenges such as diversion of Urea for non-agricultural use, imbalanced use of fertilizers, delay in subsidy
receipts from Government and protection of some of the legacy / operation of inefficient plants. The subsidy is now available
directly to farmers under DBT Scheme. GST @ 5% on fertilizers is applicable from 1st July, 2017.
Recently, GoI has made it compulsory for all Fertilizer Manufacturers to use 45 Kgs. bag of Urea in place of existing 50 Kgs. bag,
with a view to bring down consumption of Urea by 10% since farmers mostly assess their requirement of Urea in terms of bags
for agriculture purposes. This will not only save country's precious Foreign Exchange out-go but also reduce de-gradation of
soil & environment.
ON-GOING PROJECTS / INITIATIVES :
1. Neem Project :
Inspired by Hon'ble Prime Minister's Policy mandate of 100% Neem coating of Urea, your Company has achieved significant
progress in its innovative Neem Project, implemented in 2015. With effective backward integration of Neem Oil production,
your Company has created shared value among rural and urban poor people empowering communities with targeted focus
on women empowerment through income generation and improved livelihood. During the last three years, by collecting
over 45,000 MTs of Neem seeds, income of more than Rs.45 Crore was generated for 4.5 Lac Women in 53 Districts across
Six States of India. Besides, more than 2.5 Lac people were benefitted by indirect employment.
During the year under review, around 23,000 MTs of Neem seeds were collected from six States from which 1,724 MTs. of
Neem Oil and 14,421 MTs. of Neem Cake were produced.
As reported last year, facilities for manufacture of Neem Oil based products were set-up and the Company launched
various products such as Neem Shampoo, Neem Mosquito Repellent, Neem Face-wash, Neem Hair Oil, Neem Hand-
wash, etc. New Soap manufacturing Unit with a capacity of producing 225 MTPA Neem Soaps has been established by
Company's CSR Wing - NARDES and registered under Khadi Village Industries Commission (KVIC).
Hon'ble Prime Minister inaugurated Neem Product facility on 8th October, 2017 and also laid foundation stone for Neem
Seed expelling / extraction Unit at Bharuch. Neem based products launched by your Company has received overwhelming
response from the consumers across India. To meet with the growing demand, the Company has opened first of its kind
Neem Stores and Neem Parlours in various major cities of Gujarat. The Company has opened 17 own outlets and 40
Garden Parlours in Ahmedabad, Surat, Vadodara and Rajkot.
With a view to cater to the market demand of Neem products, a large scale Neem Seed expelling / extraction unit is under
implementation to produce around 2,900 MTPA Neem Oil and around 22,000 MTPA Neem Cake. The Company is also
setting-up 10 MTPD Toilet Soap Manufacturing Unit at Bharuch.
We are happy to inform that your Company's innovative multi-dimensional socio-economic Neem Project has been lauded
in the UNDP impact assessment survey which concluded that there has been significant decrease in domestic violence,
increase in annual income, asset creation and education expenditure. In addition, the project has been appreciated by
Hon'ble Prime Minister and many other Dignitaries at various occasions and has won many prestigious Awards and
Recognitions at both National and International levels, the details of which are separately given under the heading
"Awards and Recognitions" in this Report.
2. Di-Calcium Phosphate Project :
Hon'ble Prime Minister laid foundation stone for Di-Calcium Phosphate (DCP) project on 8th October, 2017 at Bharuch.
The project execution activities to manufacture 2 Lac MTPA DCP at Dahej to be set-up by Ecophos GNFC India Pvt. Ltd.
(EGIL) at an estimated cost of Rs.538 Crore are under progress. Financial closure for the project has been completed.
There is a slight delay in execution of this project as reported last year and the same is expected to be completed by end
September, 2019. The Company is concentrating on speedy implementation of the said project as downstream integration
of TDI-II Plant.
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Once the project goes on stream, the entire HCI generated as by-product from TDI-II Plant will be consumed for production
of DCP, which would help the Company in improving the profitability of TDI business.
3. Contribution towards “Digital India” :
As was reported last year, your Company was the first Fertilizer Company in India to have its 100% Cashless Township,
following the clarion call of Hon'ble Prime Minister for "Digital India". The efforts put-in by your Company for Cashless
initiatives in various segments of its business were well appreciated by Hon'ble Prime Minister and other Dignitaries at
various occasions including Government of India, Government of Gujarat and other renowned Organizations / Authorities.
Last year, the Company received many prestigious Awards at National and International Levels in recognition of Cashless
drive undertaken by your Company. This year also, the Company has received Awards, the details of which are given
separately under the heading "Awards and Recognitions" in this Report.
GROWTH PLAN / REVAMP SCHEMES :
(1) Formic Acid Capacity Enhancement :
Your company is the only producer of Formic Acid (FA) in India. To meet with the domestic demand of the Country, around
15,000 MTPA FA is imported mainly from China, Germany and Finland. To bridge the gap of demand & supply in India to
some extent, the Company is planning to enhance the present capacity of its FA Plant from 22,000 MTPA to 28,800 MTPA
through implementation of FA Plant revamp. The proposed capacity enhancement will save country's precious foreign
exchange. Moreover, one of the raw materials viz. Carbon Monoxide to produce FA is also available at Company's Dahej
site. Hence, possibilities are being explored for setting-up FA Plant at Dahej.
(2) Acetic Acid Capacity Enhancement :
Your company is the only producer of Acetic Acid (AA) in India with installed capacity of 1 Lac MTPA. Currently, 80% of
domestic demand of AA is met through import. Looking to the market of AA in India, the Company is actively considering
Acetic Acid capacity expansion. The level of capacity of the plant is under technical examination.
(3) Concentrated Nitric Acid (CNA) - IV Plant :
Your Company is operating three CNA Plants. With the increase in captive consumption of CNA for manufacture of TDI,
market share of GNFC is reducing. Hence, the Company has initiated actions for setting up 150 MTPD CNA-IV Plant and is
expected to be completed by Mid 2020.
(4) Ammonia Plant Revamp :
The Company produces about 1,850 MTPD Ammonia from both fuel oil and natural gas route and further, Syngas loop
revamp is under implementation to increase the production to 1,900 MTPD. This revamp is expected to be implemented by
end 2018. Ammonia production capacity can be further increased from 1,900 MTPD to 2,050 MTPD by installing Make-up
Gas Convertor Loop in existing Ammonia Synthesis loop. This will increase Ammonia production by 150 MTPD (50,000
MTPA) and reliability of operations. Actions have been initiated for implementation of revamp in Ammonia Plant, which is
expected to be completed by end 2020.
(5) Reliability Improvement Schemes for TDI-II Plant, Dahej :
With a view to further increasing the reliability of TDI-II Plant operations and achieving sustainable production, resulting
into higher contribution in the profitability, your company has undertaken implementation of various schemes under
'Reliability Phase-II'.
The above mentioned projects / revamp schemes would be implemented with an estimated investment between Rs.1000 ~
Rs.2000 Crore, depending upon the scale of operations.
AWARDS & RECOGNITIONS :
Your Directors are delighted to inform that in recognition of exemplary work done in the areas of Neem Project and Cashless
initiatives, the Company has won many prestigious National and International Awards from Governments and other renowned
Institutions, which are listed below :
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• Porter Prize for Enabling Social Progress, Mumbai for second consecutive year
• India CSR Innovative Project of the year 2017, Mumbai
• India CSR Award for PSU Leader of the year 2017, Mumbai
• CMO Asia Best CSR Practices Award 2017, Singapore
• Global Giving Award for Best CSR Innovation Practices 2017, Dubai
• CII-ITC Sustainability CSR Award 2017, New Delhi
• Shared Value Inclusive Business List Award, New Delhi
• CMO Asia 50 Most Influential Rural Marketing Professional, Malaysia
• ET Now CSR Award for Innovation in CSR practices, Mumbai
• Dhainik Bhaskar India Pride Award for Excellence in CSR, New Delhi
• Business World Digital India Award for implementation of cashless initiatives, New Delhi
• SKOCH BSE Order of Merit, Mumbai
• SKOCH Smart Governance SKOCH Order-of-Merit Award
• Times Network Digital India Award for Digital Social Innovation, New Delhi
• CII Supply Chain and Logistics Excellence Award, Hyderabad
• Star Performer of the year 2017 by SBI Mutual Fund
• India's Best Company of the year Award
DIRECTORS’ RESPONSIBILITY STATEMENT :
Pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors state that–
(i) in the preparation of Annual Accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards
had been followed along with proper explanation relating to material departures, if any, therefrom had been furnished;
(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial
year and of the profit of the Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities, if any;
(iv) they had prepared Annual Accounts on a going concern basis;
(v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
Except for additional equity investment of Rs.12 Crore in the equity of Bhavnagar Energy Co. Ltd., there has been no material
changes and commitments affecting the financial position of the Company, which have occurred between the end of financial
year to which the financial statements relate and the date of the Report.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES :
The Company has Wholly Owned Subsidiary Company and Associate Company namely - Gujarat NCode Solutions Limited
(GNSL) and Gujarat Green Revolution Co. Ltd. (GGRCL) respectively. Statements containing salient features of Financial Statements
of GNSL and GGRCL are given in Form AOC-1 as Annexures to the Consolidated Financial Statements and the same have not
been repeated here for the sake of brevity.
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GNSL has not commenced its business operations during FY 2017-18 and therefore, report on performance and financial
position has not been furnished in this Report.
The project execution activities for setting-up of 2 Lac MTPA Di-Calcium Phosphate Project by EcoPhos GNFC India Pvt. Ltd.
(EGIL), a Joint Venture Company are underway. Therefore, report on operational performance and financial position of EGIL for
FY 2017-18 has not been furnished in this Report.
CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Section 129(3) of the Act, read with Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Company has prepared Consolidated Financial Statement in respect of Gujarat Ncode Solutions Ltd. (GNSL), a wholly
owned subsidiary of the Company and Gujarat Green Revolution Co. Ltd., being an Associate Company for FY 2017-18 and forms
part of this Annual Report.
As per Indian Accounting Standards, the accounts of EcoPhos GNFC India Pvt. Ltd. (EGIL), a Joint Venture Company are not
required to be consolidated.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :
During the year, the Company has neither made any investment in other bodies corporate nor given any Loan or Guarantee or
provided any Security in connection with loan to any other body corporate or person.
PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTY :
The Policy for Related Party Transactions (RPTs) deals with review and approval of RPTs and the same is available on the
Company's website at web link http://www.gnfc.in/aboutus/corporate/policies.html The Audit Committee has granted Omnibus
approval for RPTs, which are routine and repetitive in nature, based on the criteria approved by the Board of Directors within the
overall framework of the said policy. All RPTs under omnibus approval are placed periodically before the Audit Committee for
its review and approval.
In terms of the Policy on Related Party Transactions, the Company had not entered into any contract or arrangement with related
parties, which could be considered "material" (i.e. transactions exceeding 10% of the annual consolidated turnover as per the
last Audited Financial Statement entered into individually or taken together with previous transactions during the financial year)
during FY 2017-18. Hence, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable
to your company. Suitable Related Party disclosure under Ind AS-24 is also reported in the Note No.40 to the Standalone
Financial Statement.
Requisite details on RPTs have also been furnished in the 'Report on Corporate Governance' forming part of this Report.
MEETINGS OF THE BOARD & COMMITTEES THEREOF :
(i) Board Meeting :
Five (5) meetings of the Board were held during the year.
(ii) Committees of the Board :
Currently, there are six Committees of the Board as under:
1. Audit Committee;
2. Stakeholders’ Relationship Committee;
3. Nomination and Remuneration Committee;
4. Corporate Social Responsibility Committee;
5. Project Committee; and
6. Human Resource Development Committee.
Details of composition of Board and its Committees, which are mandatorily required to be constituted, major terms of
reference of these Committees, meetings held during the year and attendance of Directors at such meetings are provided
in ‘‘Report on Corporate Governance’’ forming part of this report.
All the recommendations made by the Audit Committee were accepted by the Board.
14
REMUNERATION POLICY FOR DIRECTORS / KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT AND OTHER
EMPLOYEES :
The Company has formulated a Nomination, Remuneration & Evaluation Policy as required under Section 178 of the Act and
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. The details of remuneration paid to Directors / Key
Managerial Personnel / Senior Management and other employees are furnished in the Report on Corporate Governance,
forming part of this Report.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :
The Company has carried out annual performance evaluation of the Board, its Committees and Individual Directors in line with
the provisions of the Act and SEBI (LODR) Regulations, 2015.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year, Shri Anil Mukim, IAS ceased to be the Director of the Company effective 7th March, 2018.
Shri Sunil Parekh and Shri Piruz Khambatta who were appointed as Independent Directors (IDs) at the 39th AGM held on 26th
September, 2015 for a term of three years up to 30th September, 2018, their term of office will expire on that date. They are
eligible for re-appointment as IDs in terms of Section 149(10)(11) of the Act. Therefore, suitable resolutions proposing their re-
appointment as IDs are included in the Notice of this AGM for your kind approval.
Government of Gujarat (GoG) has vide its Notification dated 12.07.2018 nominated Shri M.S. Dagur as Government Director on
the Board for a period of two years from the date he assumes the charge of Managing Director (MD) and withdrawn the
nomination of Dr. Rajiv Kumar Gupta, IAS. In accordance with Article 171 of the Articles of Association of the Company, the Board
in its meeting held on 9.08.2018, appointed Shri M.S. Dagur as MD w.e.f. 16.07.2018 (i.e. the date of which he assumed the
charge). Dr. Rajiv Kumar Gupta, IAS relinquished the charge of MD on 15.07.2018. Accordingly, he ceased to be the Director and
MD effective from the said date.
The Members had at their 37th AGM held on 21.09.2013 accorded their consent to the appointment of Dr. Rajiv Kumar Gupta, IAS
as MD from 2.05.2013 until further orders from GoG or for five years as per the Companies Act, 2013. Accordingly, the term of Dr.
Rajiv Kumar Gupta, IAS as MD had completed on 1.05.2018. In order to formalize the appointment Dr. Rajiv Kumar Gupta, IAS as
MD for intervening period from 2.05.2018 to 15.07.2018, the Board had in its meeting held on 9.08.2018 reappointed him as MD.
Necessary resolutions proposing the appointment of Shri M.S. Dagur and re-appointment of Dr. Rajiv Kumar Gupta, IAS as MD
as required under the Companies Act, 2013 are included in the Notice of this AGM for your kind approval.
Retirement of Director(s) by Rotation:
In terms of Section 152 of the Act, Shri V D Nanavaty, Director will retire by rotation at this AGM and is proposed to be re-
appointed thereat.
Declaration by Independent Directors:
The Company has received necessary declarations from all Independent Directors under Section 149(7) of the Act and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 to the effect that they meet with the criteria of independence
as laid down in the Act and Listing Regulations.
Change in Directorate :
The information relating to change in Directorship during the year is furnished in the 'Report on Corporate Governance' forming
part of this Report.
Your Directors place on record their deep sense of appreciation for the valuable services rendered by the outgoing Director.
Key Managerial Personnel :
During the year under review, there is no change in the Key Managerial Personnel of the Company.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ('the Rules'), all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were
15
transferred by the Company to IEPF Authority. The Company also transferred 15,40,351 Nos. of shares held by 27,868
Shareholders in respect of which dividend amount remained unpaid / unclaimed for a consecutive period of seven years or more
to IEPF Authority within stipulated time. The details of unpaid / unclaimed dividend and the shares transferred to IEPF Authority
are available on Company's website at web link http://www.gnfc.in/PDFandWORD/List-of-Shareholders.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
A formal Policy against Sexual Harassment of Women at Workplace is in place as required under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted Internal Complaints
Committee to redress the complaint(s). No complaint was received during the year.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has in place a Risk Management Policy. Under this Policy, various risks pertaining to operations & maintenance
of plants, financial and other organizational risks are assessed, evaluated and continuously monitored for taking effective steps
for its mitigation. Risk Management Report, inter-alia, containing major anxiety areas of risks and action plan for their mitigation
and noteworthy risk management activities carried out by the Company is put-up periodically before mettings of the Audit
Committee and Board of Directors for its review.
The Company has adequate internal controls commensurate with the nature of business, size and complexity of its operations.
Details of internal control system and its adequacy are furnished in "Management Discussion & Analysis Report", forming part
of this Report.
EXTRACT OF ANNUAL RETURN :
In accordance with Sections 92(3) & 134(3)(a) of the Act, an extract of Annual Return in Form MGT-9 is enclosed as Annexure - A
to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
In accordance with the requirement of Section 135 of the Act, read with the Companies (CSR Policy) Rules, 2014, the Company
has constituted a Corporate Social Responsibility Committee and formulated a CSR Policy. As a responsible corporate, the
Company has been undertaking societal activities directly as well as through its CSR arm - Narmadanagar Rural Development
Society (NARDES) in the areas which are covered in CSR Policy and Schedule-VII to the Act. During FY 2017-18, the company
has spent Rs.838 Lac against the requirement of spending Rs.356.35 Lac towards CSR expenditure. Thus, the Company has
spent around 4.70%, which is more than 2% of average Net Profit of last three Financial Years.
CSR Policy is available on the website of the Company at web link http://www.gnfc.in/aboutus/corporate/policies.html Annual
Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as
Annexure - B to this Report.
The Company's exemplary contribution on CSR front has been widely acknowledged and appreciated at various foras as can be
seen from the list of Awards listed under 'Awards and Recognitions'.
VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY :
The Company has formulated a “Vigil Mechanism-cum-Whistle Blower Policy” for its Directors and Employees to report their
genuine concerns, details of which have been furnished in the “Report on Corporate Governance”, forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS :
There are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status
of the Company and its operations in future.
MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATE GOVERNANCE :
“Management Discussion & Analysis” on the business and operations of the Company and the Report on Corporate Governance
together with the following are attached herewith and form part of this Annual Report.
• Declaration regarding compliance of Company's Code of Conduct by Board Members and Senior Management Personnel.
• Certificate by Practicing Company Secretary on compliance with the conditions of Corporate Governance by the Company.
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BUSINESS REPONSIBILITY REPORT :
The Company has been conducting its business in such a way that it delivers both long term stakeholders value and benefit
society under the approach of "Creating Shared Value". The Company was covered under top 500 listed entities based on market
capitalization as on 31.03.2017. Therefore, as required under Regulation 34 of SEBI (LODR) Regulations, 2015, Business
Responsibility Report is enclosed as Annexure - C to this Report.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO :
As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, requisite information
on conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished in enclosed Annexure - D
to this Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION :
The required information under Section 197(12) of the Act read with Rule 5(1)(2)&(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is furnished in enclosed Annexures - E & F to this Report.
AUDITORS AND AUDITORS’ REPORT :
Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, M/s SRBC & Co. LLP,
Chartered Accountants, a Member Firm of E&Y India were appointed as Statutory Auditors of the Company at the 40th AGM held
on 30th September, 2016 for a term of five consecutive years, until the conclusion of 45th AGM to be held in the year 2021, subject
to ratification of their appointment at every AGM held thereafter. However, in terms of the Companies Amendment Act, 2017,
ratification for appointment of Statutory Auditors is now not required to be made at every AGM when Auditors have been
appointed for a term of five years. Hence, resolution for ratification of appointment of Statutory Auditors is not included in the
Notice of this AGM.
Notes to Financial Statements (Standalone and Consolidated) forming part of Audited Financial Statements for FY 2017-18 are
self explanatory and need no further explanation. The Auditors Reports on Audited Standalone and Consolidated Financial
Statements does not contain any modified opinions.
COST AUDITOR :
The Board of Directors, on the recommendations of Audit Committee, appointed M/s Dalwadi & Associates, Cost Accountant,
Ahmedabad, as the Cost Auditor of the Company for a period of three years from FY 2017-18 to 2019-20 at a remuneration of
Rs.3.80 Lac per annum for FY 2017-18 and thereafter increase of 10% every year up to FY 2019-20 plus out of pocket expenses
and statutory levies.
In accordance with Section 148 of the Act read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the remuneration
of Rs.4.18 Lac per annum payable to Cost Auditor for FY 2018-19 is subject to ratification by the Shareholders at the AGM.
Therefore, a suitable Resolution in this regard is included in Notice of this AGM for your kind approval.
The Company had e-filed the Cost Audit Report for FY 2016-17 with the Ministry of Corporate Affairs (Cost Audit Branch) on 1st
September, 2017. The due date of filing the said Report was 30th September, 2017.
SECRETARIAL AUDITOR :
As required under Section 204 of the Act and the Rules made thereunder, the Board of Directors has appointed M/s J.J. Gandhi
& Co., Practicing Company Secretaries, Vadodara as Secretarial Auditor for FY 2017-18. The Secretarial Audit Report in Form
MR-3 in respect of Secretarial Audit work carried out by the Secretarial Auditors for FY 2017-18 is enclosed as Annexure - G.
In respect of qualifications mentioned in the Secretarial Audit Report, the comments are under:
(i) In order to have proper composition of the Board, as per Regulation 17(1) of SEBI (LODR) Regulations, 2015, during the
first three quarters of FY 2017-18, the Company made all out efforts for identifying / selecting one more Independent
Director having relevant expertise and experience with appropriate balance of skill and knowledge. However, the Board
of the company was properly constituted from the fourth quarter.
(ii) The Board Meeting on 29th May, 2017 held after a gap of 125 days against maximum permissible gap of 120 days as per
Section 173 of the Companies Act, 2013 was due to slight delay in finalization of Annual Accounts for FY 2016-17 on
account of adoption of Indian Accounting Standards (Ind AS).
17
DIVIDEND DISTRIBUTION POLICY :
As per Regulation 43A of SEBI (LODR), 2016, the Company has formulated Dividend Distribution Policy, inter-alia, setting-out
the parameters and circumstances that will be taken into account while determining the distribution of dividend to the shareholders
and / or retaining profits by the Company. This policy is enclosed as Annexure - H and the same is also available on the
Company's website at web link http://www.gnfc.in/PDFandWORD/Dividend-Distribution-Policy.pdf
DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS :
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by the Central Government.
DETAILS OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS :
During the year, there was no fraud to be reported by Auditors under Section 143(12) of the Act.
FIXED DEPOSITS :
The Company has not accepted any Fixed Deposit during the year.
INSURANCE
The properties and insurable assets and interest of the Company such as buildings, plants & machineries and stocks amongst
others, are adequately insured. As required under Public Liability Insurance Act, 1991, the Company has also taken necessary
insurance cover.
INDUSTRIAL RELATIONS
Industrial relations during the year under review have remained extremely cordial and harmonious. Your Company has been
able to function efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all
major business areas as well as efficient utilization of Company's resources for sustainable and profitable growth.
Your Directors wish to express their deep sense of gratitude for the efficient and loyal services rendered by each and every
employee at all levels, without whose whole hearted efforts, overall splendid performance would have not been possible and
also look forward the bright future of your Company with confidence.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their deep sense of gratitude for the kind support and guidance received from
Government of India and Government of Gujarat. Your Directors also take this opportunity of extending their wholehearted
thanks to all our Consumers, Dealers, Customers, Banks, Business Associates, SEBI, NSDL, CDSL, Stock Exchanges and other
Agencies for their continued support and co-operation and valued Investors for strengthening their bond with the Company.
For and on behalf of the Board of Directors,
Dr. J.N. Singh

Dated : 9th August, 2018 Chairman
18
FORM NO. MGT - 9 Annexure - A
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2018
[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
1. CIN L24110GJ1976PLC002903
2. Registration Date 10th May, 1976
3. Name of the Company Gujarat Narmada Valley Fertilizers & Chemicals Limited
4. Category/Sub-category of the Company Public Company- Limited by Shares
5. Address of the Registered office and P.O: Narmadanagar-392 015, Dist.: Bharuch, Gujarat
contact details Tele No. (02642) 247001, Fax No. (02642) 247084,
[email protected]
6. Whether listed company (Yes / No) Yes
7. Name, Address and contact details of the The Company is carrying out entire work relating to share registration
Registrar & Transfer Agent, if any. and related services in-house through its Investor Service Centre
at the Registered office of the Company.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10% or more of the total turnover of the Company)
Sl. No. Name and Description of main NIC / HS Code of the Product / % to total turnover
Service / products / services of the company
1. Neem Urea NIC Code : 20121 21.73 % (including amount of subsidy)
2. Toluene Di-Isocynate (TDI) HS Code : 2929102 26.33 %
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No. Name and address CIN/GLN Holding/ Subsidiary % of shares Applicable
of the Company /Associate held as at Section
31.03.2018
1. Gujarat Green Revolution Co. Ltd. U63020GJ1998PLC035039 Associate 46.87% Section 2(6)
Fertilizernagar Township
PO : Fertilizernagar - 391 750
District - Vadodara, Gujarat
2. Gujarat Ncode Solutions Limited U72900GJ2017PLC095993 Subsidiary 100% Section 2(87)
14th Floor, Gift One Tower, Gift City,
Gandhinagar - 382 355, Gujarat.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
A Promoters
1. Indian
a. Individual/ HUF - - - - - - - - -
b. Central Govt. - - - - - - - - -
c. State Govt(s) - - - - - - - - -
d. Bodies Corporate 64006213 500* 64006713 41.18 64006713 64006713 41.18 -
e. Banks/ FIs - - - - - - - - -
f. Any Other - - - - - - - - -
Sub-total (A)(1):- 64006213 500* 64006713 41.18 64006713 64006713 41.18 -
19
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
2 Foreign
a. NRIs-Individuals - - - - - - - - -
b. Other- Individuals - - - - - - - - -
c. Bodies Corporate - - - - - - - - -
d. Banks/ FIs - - - - - - - - -
e. Any Other - - - - - - - - -
Sub-total (A)(2) :- - - - - - - - - -
Total Shareholding of Promoters
(A) = (A)(1)+ (A)(2) 64006213 500* 64006713 41.18 64006713 64006713 41.18 -
B Public Shareholding
1. Institutions
a. Mutual Funds 7806824 10150 7816974 5.03 7010931 9500 7020431 4.52 -0.51
b. Banks/ FIs 17027067 16506 17043573 10.97 16379855 14347 16394202 10.55 -0.42
c. Central Govt. - - - - - - - - -ª
d. State Govt.(s) - - - - - - - - -ª
e. Venture Capital Funds - - - - - - - - -ª
f. Insurance Companies - - - - - - - - -ª
g. FIIs 418073 1250 419323 0.27 50 800 850 - -0.27
h. Foreign Venture Capital Funds - - - - - - - - -ª
i. Others (FPIs) 20553326 - 20553326 13.22 14528890 - 14528890 9.35 -3.87
Sub-total (B)(1):- 45805290 27906 45833196 29.50 37919726 24647 37944373 24.42 -5.08
2. Non- Institutions
a. Bodies Corporate
(i) Indian 4248164 29827 4277991 2.75 6542919 22084 6565003 4.22 1.47
(ii) Overseas - 700 700 - - 700 700 - -
b. Individuals ª ª ª
(i) Individual shareholders holding
nominal share capital upto
Rs.1 lakh 20907910 10494316 31402226 20.20 25932844 8659860 34592704 22.26 2.06
(ii) Individual shareholders
holding nominal share capital
in excess of Rs.1 lakh 7931517 217984 8149501 5.24 9365569 217984 9583553 6.17 0.93
c. Others
(i) Trusts 193373 - 193373 0.12 155991 - 155991 0.10 -0.02
(ii) Co-op Societies 600 351892 352492 0.23 600 339650 340250 0.22 -0.01
(iii) Clearing Members Pool A/c 944374 - 944374 0.61 570832 - 570832 0.37 -0.24
(iv) Unclaimed Suspense A/c 166977 - 166977 0.11 44573 - 44573 0.03 -0.08
Sub-total (B)(2) 34392915 11094719 45487634 29.27 44153679 9240278 53393957 34.35 5.08
Total Public shareholding
(B) = (B)(1) + (B)(2) 80198205 11122625 91320830 58.76 82073405 9264925 91338330 58.77 0.01
C Shares held by Custodian for GDRs 91240 - 91240 0.06 73740 - 73740 0.05 -0.01
Grand Total (A+B+C) 144295658 11123125 155418783 100.00 146153858 9264925 155418783 100.00 0.00
* 500 shares held by Ex-Director jointly with promoters (GSIL Ltd) as Qualification Shares.
20
ii) Shareholding of Promoters
Shareholding at the beginning of Shareholding at the end of the

the year year %
% of % of change
Sl. % of total shares % of total shares in share
Shareholder’s Name
No. No. of shares of Pledged / No. of shares of Pledged / holding
shares the encumber Shares the encumber during
company ed to total company ed to total the year
shares shares
Gujarat State Investments
1. 33227546 21.38 - 33227546 21.38 - -
Limited
Gujarat State Fertilizers &
2. 30779167 19.80 - 30779167 19.80 - -
Chemicals Ltd
Total 64006713 41.18 - 64006713 41.18 - -
iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. Shareholding at the beginning Cumulative Shareholding
No. of the year during the year
No. of % of total shares No. of % of total shares
shares of the company shares of the company
1. At the beginning of the year 64006713 41.18 64006713 41.18
2. Date wise Increase / Decrease in Promoters
Share holding during the year specifying the reasons
No change during the year
for increase / decrease (e.g. allotment / transfer /
bonus/ sweat equity etc):
3. At the end of the year 64006713 41.18 64006713 41.18
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs):
Shareholding Cumulative Shareholding

Sr. Name of Shareholders during the year
No. No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
1 Life Insurance Corporation of India
At the beginning of the year 11791612 7.59 11791612 7.59
Bought during the year - - 11791612 7.59
Sold during the year - - 11791612 7.59
At the end of the year 11791612 7.59 11791612 7.59
2 Fidelity Puritan Trust - Low Priced
Stock Fund
Sold during the year 6622935 4.26 5677065 3.65
3 General Insurance Corporation of India
4 Reliance Capital Trustee Co. Ltd. A/c
Reliance Mid-Small Cap Fund
21
Shareholding Cumulative Shareholding
Sr. Name of Shareholders during the year
No. No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
5 Aditya Birla Sun Life Trustee Company
Private Limited A/C Aditya Birla Sun Life
Pure Value Fund
Bought during the year 1376000 0.89 2575596 1.66
6 Dolly Khanna
7 Aditya Birla Sun Life Trustee Private
Limited A/C Aditya Birla Sun Life Small
and Midcap Fund
At the beginning of the year - - - -
8 The New India Assurance Company Limited
9 Fidelity Group Trust For Employee Benefit
Plans Fidelity Low-Priced Stock
Commingled Pool
10 Dimensional Emerging Markets Value Fund
Notes : 1. The above information is based on the weekly beneficiary position receive from Depositiories.
2. The reason for increase or decrease in shareholding is due to market sale or purchase of shares.
v) Shareholding of Directors and Key Managerial Personnel : @

Shareholding at the beginning Cumulative Shareholding
of the year during the year
Sl.
Name of Director and Key Managerial Personnel No. of % of total No. of % of total
No.
shares shares of the shares shares of the
company company
DIRECTOR / KEY MANAGERIAL PERSONNEL
Date wise Increase / Decrease in shareholding during the year
specifying the reasons for increase / decrease (e.g. allotment / - - - -
transfer / bonus/ sweat equity etc):
At the end of the year - - - -
@ None of Directors and Key Managerial Personnel of the Company holds any shares of the Company.
22
V) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs in Crore)
Secured Loans excluding deposits Unsecured Deposits Total
Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1556.41 407.98 - 1964.39
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.87 11.12 - 11.99
Total (i + ii + iii) 1557.29 419.10 - 1976.38
Change in Indebtedness during the financial year
x Addition 1870.78 2184.50 - 4055.28
x Reduction 3192.08 2523.65 - 5715.73
Net Change (1321.30) (339.16) - (1660.45)
Indebtedness at the end of the financial year
i) Principal Amount 235.12 68.82 - 303.94
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.53 10.50 - 11.03
Total (i + ii + iii) 235.65 79.32 - 314.97
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl. Particulars of Remuneration Name of MD/WTD Total Amount
No. / Manager (in Rs.)
Dr. Rajiv Kumar Gupta,
IAS-(MD)*
1. Gross salary Nil Nil
(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961 Nil Nil
(b) Value of perquisites u/s 17(2) of Income-Tax Act, 1961 Nil Nil
(c) Profits in lieu of salary under Section 17(3) of Income- Tax Act, 1961 Nil Nil
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission
• as % of profit
• others, specify… Nil Nil
5. Others, please specify Nil Nil
Total (A) Nil Nil
Ceiling as per the Act Not Applicable
*Appointment of Managing Director (MD) is made by the Board in consultation with the Government of Gujarat (GoG) and usually
he/she is from IAS cadre. MD is paid remuneration as per the terms and conditions prescribed and notified by the GoG and as
determined by the Board of Directors and in line with Schedule-V and other applicable provisions of the Companies Act, 2013,
subject to the approval of Shareholders. Dr. Rajiv Kumar Gupta, IAS, Addl. Chief Secretary to GoG is holding additional charge
of the post of MD of the Company. No remuneration was paid to him for holding additional charge of MD.
B. Remuneration to other Directors
No. Particulars of Remuneration Name of Directors Total Amount in Rs.

1. Independent Directors Shri CS Mani Prof. Arvind Shri Piruz Shri Sunil
Sahay Khambatta Parekh
Fee for attending board/committee 2,35,000 100,000 - 2,35,000 5,70,000
meetings
Commission - - - -
Others, please specify - - - -
Total (1) 2,35,000 100,000 - 2,35,000 5,70,000
23
No. Particulars of Remuneration Name of Directors Total Amount in Rs.
2. Other Non-Executive Directors Dr. JN Singh* Shri Anil Smt. Mamta Shri V D
Mukim*1 Verma* Nanavaty
Fee for attending board/ committee 45,000 55,000 1,75,000 40,000 3,15,000
meetings
Commission - - - -
Others, please specify - -
Total (2) 45,000 55000 1,75,000 40,000 3,15,000
Total (B)=(1+2) 8,85,000
Total Managerial Remuneration 8,85,000
Overall Ceiling as per the Act Not Applicable
Notes:
1. Remuneration to other Directors are paid by way of sitting fees only for attending the meetings of the Board of Directors
and Committees thereof.
* Amount Deposited in Government Treasury
1 Ceased to be a Director effective 07.03.2018
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (Amount in Rs.)

Sl. Particulars of Remuneration Key Managerial Personnel
No. CS CFO Total
T.J. Lakhmapurkar D.V.Parikh
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of Income-Tax Act, 1961 1,989,179/- 2,072,328/- 4,061,507/-
(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961 236,190/- 338,226/- 574,416/-
(c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
x as % of profit - - -
x others, specify. - - -
5. Others, please specify
PF Contribution 102,070/- 95,610/- 197,680/-
Pension Contribution - - -
Total 2,327,439/- 2,506,164/- 4,833,603/-
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offences for breach of any section of Companies Act, 2013 against the
company or its directors or other officers in default if any, during the year.
24
Annexure - B
ANNUAL REPORT ON CSR ACTIVITIES FOR FINANCIAL YEAR 2017-18
(Pursuant to Section 135 of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014
and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014)
1. Brief outline of the Company's CSR policy including overview of projects or programs proposed to be undertaken and
a reference to the web-link to CSR Policy and Projects or Programs :
The Board of Directors, upon recommendation of CSR Committee approved the CSR policy of the company in its meeting
held on 30-01-2015.
CSR Policy provides a guideline of the methodologies and areas for choosing and implementing the Company's CSR
projects. The major sectors covered under the said policy include Education, Health care, Rural Infrastructure sanitation
and self-employment generation, Vocational Skills, Empowerment of women and youth, Environment Sustainability,
Protection and development of National Heritage, Art Culture, Public Libraries etc.
The above areas are mapped up with the activities prescribed in Schedule-VII to the Companies Act, 2013. The company's
CSR Projects / activities are implemented through its CSR arm "Narmadanagar Rural Development Society" (NARDES) or
directly by the company. The CSR policy of the company is displayed on company's website at link - http://www.gnfc.in/
corporate-social-responsibility.html
2. Composition of the CSR Committee:
CSR Committee presently comprises of following 3 (three) Directors:
i. Prof. Arvind Sahay : Chairman (Non Executive and Independent Director)
ii. Shri Sunil Parekh : Member (Non Executive and Independent Director)
iii. Dr. Rajiv Kumar Gupta, IAS : Member / Managing Director (Executive and Non Independent Director)
Particulars Amount (Rs. In Lakh)

3. Average Net Profit of the Company for last three Financial Years 17817.5
4. Prescribed CSR Expenditure (2% of the amount as shown in Item 3 above) 356.35
5. Details of CSR spent during the financial year
Total amount to be spent for the financial year 356.35
a) Total amount spent for the financial year 838
b) Amount unspent, if any Nil
c) Manner in which the amout spent during the financial year is detailed below.
(Rs. in Lakh)
Sr. CSR Project or Sectors in which the Project or Program Amount Amount spent on the Cumulative Amount spent
No. activity identified project is covered outlay project or programs expenditure
(Budget) wise upto the
project or reporting
Local State and district Direct Over- Direct Through
programs period
Area or where projects or expenditure heads implementi
wise
other programs was on Projects or ng agency
undertaken programs
1 2 3 4 5 6 7 8
1 Digital Initiative on Rural Development Other Gujarat State as a 34 34 ........ 34 ........
Social Media for Preventive Health whole
Narmada
Swachchh Bharat Care and Sanitation
nagar Rural
Abhiyan
Develop-
ment
2 The Neem Project Livelihood Project Other Gujarat State as a 121.5 121.5 ........ 121.5 ........
Society
whole
(NARDES)
3 Bee Keeping Project Livelihood Project Other Kutch & Aravalli 18 18 ........ 18 ........
District
25
(Rs. in Lakh)
Sr. CSR Project or Sectors in which the Project or Program Amount Amount spent on the Cumulative Amount spent
No. activity identified project is covered outlay project or programs expenditure
(Budget) wise upto the
project or reporting
Local State and district Direct Over- Direct Through
programs period
Area or where projects or expenditure heads implementi
wise
other programs was on Projects or ng agency
undertaken programs
1 2 3 4 5 6 7 8
4 Maa Narmada Environmental Other Gujarat State as a 234 234 ........ 234 ........
Mahotsav Project Sustainability & whole
2017 conservation of
5 Bhadbhut Barrage natural resources Other Bharuch District, 311 311 ........ 311 ........
Project and maintaining Gujarat State
quality of soil, air &
water
6 Providing of Rural Development Other Banaskantha and 10 10 ........ 10 ........
Tarpaulin during Projects Patan District of
?ood in Gujarat State Narmada
Banaskantha nagar Rural
District Develop-
7 Organising various Education Projects, Other Gujarat State as a 5.5 5.5 ........ 5.5 ........
ment
awareness, Art & Culture whole
Society
educational &
(NARDES)
cultural program
8 Development Rural Development Other Bharuch District, 30 30 ........ 30 ........
initiatives in nearby Projects Gujarat State
villages of Bharuch
9 CSR Reserve fund Rural Development, Other Gujarat State as a 74 74 ........ 74 ........
for any other Preventive Health whole
initiative Care, Education
Projects, etc.
TOTAL 838 838 838
6. In case, the Company has failed to spend the two percent of average net profit of the last three financial years or any
part thereof, the company shall provide the reasons for not spending the amount in its Board Report :
During FY 2017-18, the company has spent more than 2% of Average Net Profit of last three financial years i.e. around
4.70%.
7. Responsibility Statement of CSR Committee:
The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
Prof. Arvind Sahay Dr. Rajiv Kumar Gupta, IAS

(Chairman - CSR Committee) (Managing Director)
26
Annexure - C
BUSINESS RESPONSIBILITY REPORT - 2017-18
SECTION - A : GENERAL INFORMATION ABOUT THE COMPANY
1 Corporate Identity Number (CIN) of the Company L24110GJ1976PLC002903

2 Name of the Company Gujarat Narmada Valley Fertilizers &
Chemicals Limited
3 Registered Address P.O. : Narmadanagar - 392 015,
District : Bharuch, Gujarat
4 Website www.gnfc.in
5 E-mail id [email protected]
6 Financial Year reported 2017-18
7 Sector(s) that the Company is engaged in (industrial activity code-wise)
(As per National Industrial Classification - Ministry of Statistics and Programme Implementation)
Industrial Group Description
201 Manufacture of basic Chemicals, Fertilizers and
Nitrogen Compounds.
202 Manufacture of other Chemical products
631 Data processing, hosting and related activities, web
portals.
639 Other information service activities.
620 Computer Programming, Consultancy and related
activities.
8 List three key products / services that the Company • Urea
manufactures / provides (as in balance sheet) • Toluene Di-Isocynate (TDI)
• Acetic Acid
9 Total number of locations where business activity is undertaken by the Company.
1. Number of International Locations Nil
2. Number of National Locations 4 (Four)
Bharuch :
PO : Narmadanagar - 392015
District : Bharuch.
Dahej :
Plot No.D-II/8, Dahej-II Industrial Estate
At & PO : Rahiyad, Taluka : Dahej, District : Bharuch
Ahmedabad :
GNFC Infotower, 3rd Floor, Bodakdev,
Gandhinagar-Sarkhej Highway, Ahmedabad-380 054
Gandhinagar :
GIFT City, 14th Floor, GIFT One, Road, 5-C Zone-5,
Gandhinagar - 382355.
10 Markets served by the Company - The Company sells its products in Domestic and
Local / State / National / International International Markets.
27
SECTION - B : FINANCIAL DETAILS OF THE COMPANY
1 Paid up Capital (INR) Rs.155.42 Crore
2 Total Turnover (INR) Rs.5916.59 Crore
3 Total Profit After Taxes (INR) Rs.789.48 Crore
4 Total Spending on Corporate Social Responsibility (CSR) as Rs.8.38 Crore
percentage of profit after tax (%) (4.70 % of the average Net Profit of the Company
for the last three financial years)
5 List of activities in which expenditure in 4 above has been incurred:-
1. Livelihood Generation
2. Environmental sustainability and conservation of Natural resources and maintaining quality of soil, air and water
3. Education
4. Rural Development Projects, preventive health care and sanitation
5. Drinking Water and Irrigation
6. Flood relief activities
7. Protection and Development of National Heritage, Art & Culture
8. Health Care
SECTION - C: OTHER DETAILS
1 Does the Company have any Subsidiary Company ?
Yes. The Company has one Wholly Owned Subsidiary viz. Gujarat Ncode Solutions Limited.
2 Do the Subsidiary Company participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such
subsidiary Company(s).
No. The Subsidiary Company has so far not commenced its business operations.
3 Do any other entity / entities (e.g. suppliers, distributors, etc.) that the Company does business with, participate in the BR
initiatives of the Company ? If yes, then indicate the percentage of such entity / entities ? [Less than 30%, 30-60%, More than
60%]
No. However, the Company would like to deal with the parties / entities who have willingness to be the part of BR initiatives.
SECTION - D: BR INFORMATION
1. Details of Director / Directors responsible for BR
(a) Details of the Director responsible for implementation of the BR policy.
As resolved by the Board, the Managing Director, Company Secretary and Chief Financial Officer are jointly and / or
severally responsible for implementation of BR Policy.
DIN Name Designation
01622222 Shri M.S. Dagur Managing Director
03125549 Shri T.J. Lakhmapurkar Company Secretary
07653680 Shri D.V. Parikh Chief Financial Officer
(b) Details of the BR Head.
Sr. No. Particulars Details
1 DIN Number 01622222
2 Name Shri M.S. Dagur
3 Designation Managing Director
4 Telephone number 02642-247129
5 E-mail id [email protected]
28
2. Principle-wise (as per NVGs) BR Policy / Policies (Reply in Y / N)
The National Voluntary Guidelines provide the following nine principles.
Principle 1: Ethics, Transparency and Accountability [P1] Principle 6: Environment [P6]
Principle 2: Products Lifecycle Sustainability [P2] Principle 7: Policy Advocacy [P7]
Principle 3: Employees' Well-being [P3] Principle 8: Inclusive Growth [P8]
Principle 4: Stakeholder Engagement [P4] Principle 9: Customer Value [P9]
Principle 5: Human Rights [P5]
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. Do you have a policy/ policies for..
(Please refer relevant Notes below table) Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with the Yes. While there may not be formal consultation with all
relevant stakeholders? stakeholders, relevant policies / procedures have evolved over
a period of time by taking inputs from concerned stakeholders.
3. Does the policy conform to any national / international The spirit and contents of policies, laws and standards are based
standards? If yes, specify? (50 words) on and are in compliance with applicable regulatory
requirements.
4. Has the policy being approved by the Board? If yes, has Yes. The policies which are required to be approved by the Board
it been signed by MD/ owner/ CEO/ appropriate have been approved by Board. Internal Policies like Safety,
Board of Director? Environment, etc., are signed by Managing Director or
authorized signatories.
5. Does the Company have a specified committee of the The Company's officials / concerned department oversee the
Board/ Director/ Official to oversee the implementation implementation of policy.
of the policy?
6. Indicate the link for the policy to be viewed online? Web link is provided in Directors' Report and Report on
Corporate Governance.
7. Has the policy been formally communicated to all During the course of business discussions / negotiations /
relevant internal and external stakeholders? dialogues with internal and external stakeholders, the contents
of the policies are discussed. Communication of statutory
policy is done through display on company's website.
8. Does the Company have in-house structure to The Company has adequate in-house structure for
implement the policy/ policies? implementation of policy.
9. Does the Company have a grievance redressal Yes. For redressal of stakeholders' grievance, the Company
mechanism related to the policy/ policies to address has a designated e-mail ID [email protected]
stakeholders' grievances related to the policy/ policies?
10. Has the Company carried out independent audit/ No, Independent Audit for some policy(ies) is done by external
evaluation of the working of this policy by an internal Agency e.g. Safety and Environmental Audit, Audit of IS014001
or external agency? and OHSAS 18001.
Notes for Column No. 1 :

P-1 Note 1: This forms part of the Service Rules / Procedures of the Company, which is applicable to all employees.
Besides, the Company has formulated Vigil Mechanism-cum-Whistle Blower Policy for Directors and
Employees to report their genuine concern and provide for adequate safeguards against victimization of
persons who use such mechanism. The Company has in place a separate Code of Conduct (CoC) for Directors
and Senior Management Personnel, which inter-alia provides that they shall observe the highest standards
of ethical conduct & integrity and shall work to the best of their ability and judgement.
29
P-2 Note 2: As such, there is no formal policy for products life cycle sustainability but Company follows all the good
practices in respect of products life cycle sustainability in consonance with generally accepted principles.
P-3 Note 3: The Company has formulated certain Policies, Rules, Schemes for the wellbeing of employees, which inter-
alia includes medical rules, sexual harassment policy, TA-HA Rules, issue of welfare items, etc.
P-4 Note 4: The Company has devised Policies / Procedures / Rules for various stakeholders aligning with generally
accepted principles and governance framework. This takes care of interest of various stakeholders.
P-5 Note 5: This forms part of Standing Orders and Company's Service Rules applicable to staff and officer employees.
The company is dedicated to upholding the human rights of all its internal / external stakeholders.
P-6 Note 6: The Company has framed Environment & Energy Policy in accordance with Energy Conservation Act, 2001
and Environmental Laws.
P-7 Note 7: As such, no specific policy for this principle has been designed. However, certain aspect of this principle is
covered under Marketing Procedures / Systems.
P-8 Note 8: The Company has framed a CSR Policy in accordance with the Companies Act, 2013.
P-9 Note 9: The Company has in place a purchase procurement manual as also marketing procedures/guidelines and
Government Policy for Fertilizers, which is followed across all customers and takes care of certain aspects
of this principle.
(c) If answer to the question at Sr. No. 1 against any principle, is 'No', please explain why: (Tick up to 2 options)
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 The Company has not understood the Principles - - - - - - - - -
2 The Company is not at a stage where it finds itself in a
position to formulate and implement the policies on
specified principles - - - - - - - - -
3 The Company does not have financial
or manpower resources available for the task - - - - - - - - -
4 It is planned to be done within next 6 months - - - - - - - - -
5 It is planned to be done within the next 1 year - - - - - - - - -
6 Any other reason (please specify) - - - - - - - - -
3. Governance Related to BR :
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance
of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
• The Board of Directors periodically assesses the operational, financial and sales performance, etc., of the Company
directly as well as through various Committees of the Board. The CSR Committee also review implementation of
CSR Projects / Programmes / activities to be undertaken through its CSR Arm i.e. Narmadanagar Rural
Development Society (NARDES).
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently
it is published?
• In terms of SEBI (LODR) Regulations, 2015, the requirement of publishing BRR in the Annual Report has become
applicable to the Company w.e.f. FY 2017-18. The Annual Report 2017-18, inter-alia, containing BR Report
would be displayed on the Company's website www.gnfc.in
30
SECTION - E : PRINCIPLE-WISE PERFORMANCE
Principle-1 : Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/No. Does it extend to the
Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?
• The Company has in place a Vigil Mechanism-cum-Whistleblower Policy to provide a formal mechanism to the
Directors and Employees of the company to report their genuine concerns about the unethical behaviour, actual
or suspected fraud, etc. The mechanism provides for adequate safeguards against victimization of employees,
who use such mechanism.
• The Company has also in place Code of Conduct for Board Members and Senior Management Personnel which
sets ethical standards and provide guidance and help in recognizing and dealing with ethical issues, provide
mechanism to report unethical conduct and to help foster a culture of honesty and accountability.
• In order to further strengthen internal controls for prevention of insider trading, there exists a code of conduct for
prevention of insider trading in the Company's shares, which not only satisfy the regulatory requirements but also
instills a sense of responsibility among the designated persons.
• Moreover, the Company has Code of Practices and Procedures for fair disclosure of unpublished price sensitive
information (UPSI) with main object of ensuring timely and fair disclosure of UPSI, events, occurrence that could
impact price discover in the market for its shares.
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily
resolved by the management? If so, provide details thereof, in about 50 words or so.
• During FY 2017-18, the Company has received 16 complaints from the shareholders and all the 16 complaints
(100%) were satisfactorily resolved. The Company has not received any other Complaint from other Stakeholders.
Principle-2 : Businesses should provide goods and services that are safe and contribute to sustainability throughout
their lifecycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and /
or opportunities.
• Neem coated Urea and Ammonium Nitrophosphate
• Toluene Di-Isocynate
• Ammonium Nitrate
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per
unit of product (optional):
(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?
The details as to energy conservation, saving and utilization of alternate source of energy, technology absorption,
etc. is given in Annexure-D to the Directors' Report forming part of this Annual Report.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.
Few major activities of sustainable sourcing are mentioned hereunder:-
• The Company is continuously initiating various measures towards sustainable sourcing which has significant
impact on social and environmental aspects. The Company has entered into long term contract with the parties
for sourcing its major raw materials requirements such as Natural Gas, Rock Phosphate, Coal, Fuel Oil, Toluene,
Benzene, Caustic Soda, Chlorine, etc. For procurement of other raw materials, the Company has a system in
place for on-line registration of Vendors, Suppliers and based on their capabilities, the parties are shortlisted
31
for procurement of raw materials. The Company has also entered into an Annual Rate Contract (ARC) with
various parties so that inputs are available on sustainable basis.
• By setting-up Company's multidimensional socio-economic Neem Project with backward integration of Neem
Oil production, the Company has created shared value amongst rural and urban poor people through collection
of Neem Seeds, empowering such communities with targeted focus on women empowerment by income
generation and improved livelihood. Besides, more than 2.5 Lac people have been benefitted by indirect
employment through this Project. As a forward integration, the Company has launched various Neem based
products on Commercial basis, the details of which are provided in Directors' Report under the heading "On-
Going Projects / Initiatives".
• The Company has various manufacturing plants, which are integrated with each other. The finished product of
one plant is the raw material for another plant. Thus, by virtue of forward and backward integration, there is a
consistent supply of raw material / inputs available within the Company.
• Transportation Contracts are awarded for supply of raw materials and finished products on annual basis after
following the due process of selection by the Company.
4. Has the Company taken any steps to procure goods and services from local & small producers, including communities
surrounding their place of work?
(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
• Yes. The Company's annual requirements of Packaging materials, Chemicals, etc., are procured from local
and small producers / vendors within the vicinity of District and State. In order to sustain the business of small
new producers, the Company place the orders on trial basis without compromising the quality and after ensuring
their capabilities, opportunities are given to them to execute the large orders.
• During annual plant shutdown and major interruptions, maintenance / replacement services of various
equipments, machinery, etc., is carried out through local service providers.
• Considering the expertise, experience and credit worthiness of the contractors, tenders are invited for carrying
out specific jobs in the plants such as loading ~ unloading of fertilizers, electrical and mechanical and stray
jobs, etc. After following due process of selection, the contractors are awarded contracts for carrying out
various maintenance jobs.
5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of
products and waste (separately as 5%, 5-10%, !10%). Also, provide details thereof, in about 50 words or so.
• The Company has installed steam stripper for recovery and reuse of valuable organics coming along with the
effluent of Aniline group of plants. Average 50 m3/month organics having more than 90% purity is recycled back
to the Nitro Benzene plant, which increases the Nitro Benzene production as well as reduces 90% Chemical
Oxygen Demand in effluent going for further treatment.
• The Company had installed Yellow Water Concentration Unit for total recycle and reuse of 40 m3/day yellow waste
water generated from Di Nitro Toluene (DNT) Plant, which was incinerated in TDI Incinerators. After implementation
of this scheme, hazardous waste generation and emission from TDI Incinerators is reduced significantly.
• Treated effluent is re-used in Lime Slurry preparation and Ash Slurry preparation in Effluent Treatment Plant
(ETP) and Boiler Area (total 3000 m3 per day).
• On environment front, Nitrophosphate Group of Plant utilizes significant discontinuous effluent in ANP Plant by
recycling it and thereby saving valuable nutrients and at the same time improving environment management.
• Wet Scrubbing System is installed in Nitrophosphate Plant for dust scrubbing and recovery back to process. A
facility is installed to recycle Hydrolyser Effluents Water in Ash Slurry preparation and use in Nitrophosphate Plant
as a Seal Water.
32
Principle 3: Businesses should promote the well-being of all employees
1. Total number of employees 2434
2. Total number of employees on temporary / contractual / casual basis 680
3. Number of permanent women employees 38
4. Number of permanent employees with disabilities 25
5. Do you have an employee association that is recognized by management? Yes. GNFC
Employees Union
6. Percentage of permanent employees who are members of recognized employee association 57%
(as on April 2018)
7. Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last
financial year (FY) and pending, as on the end of FY.
Sr. Category No of complaints No. of complaints pending
No. filed during FY as at end of FY
1. Child labour / forced labour / involuntary labour Nil Nil
2. Sexual harassment Nil Nil
3. Discriminatory employment Nil Nil
8. What percentage of your under mentioned employees were given safety & skill upgradation training in the last
year?
(a) Permanent Employees 58%
(b) Permanent Women Employees 68%
(c) Casual / Temporary / Contractual Employees 27%
(d) Employees with Disabilities 56%
Principle-4: Businesses should respect the interests of and be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and marginalized.
1. Has the Company mapped its internal and external stakeholders? Yes/No
• Yes, the Company has identified and mapped its stakeholders for engagement.
• The Company has embarked the journey towards sustainability with the objective of building a sustainable business
while generating long term value for its stakeholders since its inception. The Company believes that its corporate
strategy is inspired by the opportunity to contribute to a more secured and sustainable future through stakeholders
engagement. The Company continues its engagement with them through various mechanisms such as consultation,
suppliers / vendors meet, customer / employee satisfaction, investment forums, etc.
• The Company believes that Employees are the assets of the company. We value their dedication and discretionary
efforts put-in by them. We always make an endeavour to provide safe, healthy, cultured environment and
acknowledge their strength and loyalty towards the company.
• Customers / Consumers are the life blood of the company's business and we take pride in providing quality and
valued services to them.
2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders?
• Yes. We proactively engage with our stakeholders through different modes in order to understand their issues and
concerns.
• The Company has its CSR intervention in the areas like Education, Health care, Rural Infrastructure, Sanitation
and Self-employment generation, Vocational Skills, Empowerment of women and youth, Environment sustainability,
Protection and development of National heritage, Art & culture, & Public libraries.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized
stakeholders. If so, provide details thereof, in about 50 words or so.
33
• While developing our CSR strategy, the Company has ensured that all communities benefit from our CSR activities,
with special focus on groups that are socially and economically marginalized, including rural unemployed youth,
women, scheduled castes and tribes.
• The Company has framed a Policy for providing employment to the land losers whose land was acquired for
establishing various projects. As per the said policy, the Company provides employment to the candidates of land
losers directly or indirectly subject to complying company's rules and regulations.
Principle-5: Businesses should respect and promote human rights
1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others?
• The term 'Human Rights' covers a host of aspects including freedom of association, collective bargaining, non-
discrimination, gender equality, avoidance of child and forced labour among others.
• The concept of equality of human beings irrespective of caste, creed, religion, gender etc. has been the basic
principle on which the business of GNFC is based on. Human rights are very well weaved with Code of Conduct for
Board of Directors and Senior Management Personnel. Various Human Resource Policies, which are in existence
respects and promotes human rights. Some of the points like prohibition of child labour and forced labour and
workers' right to information are of special importance. Such policies cover only the company.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily
resolved by the management?
• Please refer Point No.2 at Principle -1 of this report.
Principle-6: Business should respect, protect and make efforts to restore the environment.
1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/Suppliers/
Contractors/NGOs/others.
• The Company's Environment Policy is applicable to all the agencies connected to business with GNFC and extends
to the Suppliers, Contractors, etc. GNFC practices Quality, Environmental, Health and Safety (QEHS) Policy to
ensure safe working environment for the employees & affiliated people.
2. Does the Company have strategies / initiatives to address global environmental issues such as climate change, global
warming, etc? Y/N. If yes, please give hyperlink for webpage, etc.
• The Company has strategies / initiatives to address global environmental issues such as climate change, global
warming, etc. The Company is deeply committed to satisfy its social obligations and has made consistent and
effective endeavours for creating better environmental conditions through abatement of pollution and adopting
sustainable development practices. With the objective of combating climate change, the Company aligns its business
objectives with practices of resource conservation and environment protection. Regular technological initiatives
are pressed into service with great viguor to improve and retain the purity of air, water and soil. The Company has
always remained in forefront to make the Company green & clean by Landscaping, development of large &
beautiful gardens within the complex & in colony and massive green belt.
• Global environmental issues like global warming are being addressed in Register of Environmental Aspect and
Impact under ISO 14001 System.
3. Does the Company identify and assess potential environmental risks? Y/N
• The Company has identified and assessed potential environmental risks and consistently managed and improved
the environmental performance. We are sensitive to our role both as a user of natural resources and as a responsible
producer of Fertilizers & Chemicals based products for society. Over the last two decades, our efforts to manage
water, energy and material resources have yielded positive results. The manufacturing facilities have established
ISO 14001 based Environment Management System. Any deviations from laid down policies and procedures are
tracked and reviewed by effective procedures of Corrective Action and Preventive Action (CAPA). The Company has
installed online continuous monitoring of Treated effluent discharge parameters, ambient air and stack air emissions
34
for efficient and better control of pollution. Phosgene, CO, Chlorine, Hydrogen, Gas Detectors are also installed in
various process plants for monitoring of gaseous emissions at source and subsequently better control and
implementation of proactive corrections.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about
50 words or so. Also, if Yes, whether any environmental compliance report is filed?
• GNFC's Clean Development Mechanism (CDM) initiatives bear testimony to the drive to reduce greenhouse
emissions. The Company had implemented project under CDM for its WNA-I Plant, which helped in reducing the
emission of N2o, which is highly harmful gas and bears a Global Warming Potential. The CDM project was registered
with United Nations Framework Convention on Climate Change. The Company has been able to convert the
harmful N2o into N2 by using a special catalyst in the reactor of WNA.
5. Has the Company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc.
Y/N. If yes, please give hyperlink for web page etc.
• Continual adoption of new Technologies and upgradation in the existing process plants is done for energy efficiency,
resource conservation and reduction of pollution potential. Use of renewable energy like wind and solar is
encouraged at all levels of energy production phases.
• The Company has been in the forefront in utilizing alternative sources of energy. In this regard, 21 MW of Wind
Power Project has been set up in the Kutch Region. Further, Solar Photo Voltaic Power Generation Systems, having
total capacity of 300 KW has also been installed at various locations within Company's premises. The Company has
also initiated actions for setting-up Solar Power Facility.
6. Are the Emissions/Waste generated by the Company within the permissible limits given by Central Pollution Control
Board / State Pollution Control Board (CPCB/SPCB) for the financial year being reported?
• Yes. Our Company considers compliance to statutory EHS requirements as the minimum performance standard
and is committed to go beyond and adopt stricter standards wherever appropriate.
7. Number of show cause / legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction)
as at end of Financial Year.
• No show cause/legal notices from CPCB/SPCB are pending at the end of financial year.
Principle-7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
1. Is your Company a Member of any Trade and Chamber or Association? If Yes, Name only those major ones that your
business deals with:
• The Company is a Member of various Industry Associations, major ones amongst them are- (a) Fertilizer Association
of India (FAI), (b) Federation of Gujarat Industries, (c) Dahej Industrial Association, (d) Gujarat Safety Council, (e)
National Safety Council, (f) Safety, Health and Environment Association, (g) Gujarat Chamber of Commerce &
Industry, (h) Gujarat Chemical Association, and (i) All India Management Association.
2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/
No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development
Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others).
• No. However, we are actively involved in debates and discussion related to public policies of fertilizer industry at
the FAI forum. We regularly participate in various industry forums, share insights and present view points on issues
related to business, environment and society.
Principle-8: Business should support inclusive growth and equitable development
1. Does the Company have specified programmes / initiatives / projects in pursuit of the policy related to Principle-8 ? If
yes, details thereof.
• Yes, The Company has well defined CSR Policy, which provides a guideline of the methodologies and areas for
35
choosing and implementing the Company's CSR projects. The major sectors covered under the said policy include
- Education, Health care, Rural Infrastructure sanitation and self-employment generation, Vocational Skills,
Empowerment of women and youth, Environment Sustainability, Protection and development of National Heritage,
Art Culture, Public Libraries.
CSR Committee constituted as per law specifically review CSR Projects / initiatives implemented / to be
implemented and provides adequate budget provision for the same.
2. Are the programmes/projects undertaken through in-house team/own foundation/ external NGO/government
structures/any other organization?
• CSR Programmes / Projects / Activities are undertaken directly by the company or through its CSR wing i.e.
Narmadanagar Rural Development Society (NARDES).
3. Have you done any impact assessment of your initiative?
• Yes, the impact assessment is carried out by team of Company's CSR wing i.e. NARDES and outside agencies in
selected projects. An impact assessment survey of Neem Project was carried out by United Nations Development
Program. This survey concluded that there has been significant decrease in domestic violence, increase in assets
creation and education expenditure.
4. What is your Company's direct contribution to community development projects- Amount in INR and the details of the
projects undertaken?
• The Company has contributed Rs.838 Lac on the activities like Digital Initiative on Social Media, Neem Project, Bee
Keeping Project, Maa Narmada Mahotsav 2017, Bhadbhut Barrage Project, Distribution of Tarpaulin to flood
affected people of Banaskantha, Festival of Ruhaniyat 2018, Cultural event to celebrate Ahmedabad as a World
Heritage City, Vocational Training Project, Development initiatives in nearby villages, etc.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community?
Please explain in 50 words, or so.
• The Company designs the projects / programmes in such a manner that community is able to successfully adopt
the project at ground level. The Company's senior officers, Project Implementation Team, regularly meet and
conduct regular meetings with Project Beneficiaries, Community Representative, Community Leaders to ensure
that these projects should be handled by community, once Company exits from the project.
Principle-9: Business should engage with and provide value to their customers and consumers in a responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
• No case is pending.
2. Does the Company display product information on the product label, over and above what is mandated as per local
laws? Yes/No/NA/ Remarks(additional information)
• Yes. The Company displays all information which is mandated by law. Over and above, it also displays additional
information relating to products for the awareness of consumers / customers. Product Information Sheet are
made available to the Retailers / Dealers of the Company as also displayed on Company's website. Farmers are
guided for correct and efficient use of Fertilizers based on Soil analysis so as to improve farm productivity.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising
and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide
details thereof, in about 50 words or so.
• No.
4. Did your Company carry out any consumer survey / consumer satisfaction trends?
• While the Company has not conducted any formal consumer survey / satisfaction trend, the Company monitors and
receives feedback and suggestions from customers / consumers through medium like interactions / discussions,
etc., at various forums and through personal contacts from time to time.
36
Annexure - D
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134 (3) (m) of The Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014]
(A) CONSERVATION OF ENERGY

I. Steps taken or impact on Conservation of Energy
The Company framed its Energy Policy in the year 2005 in accordance with Energy Conservation Act, 2001 and the
same is in force. The company also complies the Regulations framed by Bureau of Energy Efficiency (BEE), Ministry
of Power under Perform Achieve Trade (PAT) mechanism.
Details of various energy saving measures/ schemes implemented during the year are as given below:
(a) Ammonia Synthesis gas Generation Plant (ASGP):
• Impeller trimming of solution pump resulting in to annual power saving of 1,90,080 KW.
(b) Oil based Ammonia Plant :
• Installation of new improved design inter stage cooler of Ammonia Synthesis compressor, resulting in to annual
High Pressure (HP) steam saving of 3,600 MT.
(c) Urea Plant :
• Installation of vortex mixer in Urea reactor which has improved conversion efficiency resulting in to annual HP
Steam saving of 19,653 MT.
(d) Boiler Plant :
• Installation of Boiler flue gas heat recovery by heating Boiler Feed Water resulting in to annual HP steam saving
of 21,500 MT.
(e) Aniline - TDI Plant :
• Chilled water circuit pumps of Sulphuric Acid Concentration plant were replaced with higher capacity pumps
resulting in to annual power saving of 9,110 KW.
(f) Formic Acid:
• Energy conservation turbine is installed for energy recovery from Steam let down resulting in to potential annual
power generation of 10,69,200 KW.
• Installation of an additional cooling water cell to reduce supply temperature which leads to reduction in cooling
water circulation flow resulting in to annual pumping power saving of 5,25,220 KW.
(g) Electrical System:
• Replacement of old light fixtures by energy efficient fixtures at plant and corporate areas, resulting in to annual
power saving of 2,98,583 KW.
(h) Steam Trap and Insulation Survey:
• Steam traps and insulation survey carried out in various plants and corrective action taken for defective traps.
(i) Energy Measures under implementation:
• Retrofit of Nitrogen compressor of ASGP with new designed impeller will result in to annual power saving of
43,56,000 KW.
• Retrofit of Ammonia Synthesis compressor and installation of S-300 series Ammonia synthesis basket in Ammonia
plant will result in to annual HP steam saving of 52,905 MT.
• Installation of new tube bundle for Soot water cooler in Ammonia plant, will result in to annual HP steam saving
of 8,740 MT.
• Installation of Ammonia Pre heater in Urea plant will result in to HP Steam saving of 20,642 MT.
• Installation of Energy Conservation Turbine in Aniline ~ TDI Plant HP letdown station. Annual power generation
potential will be 75,24,000 KW.
• Replacement of old light fixtures by LED energy efficient fixtures, will result in to annual power saving of about
8,21,820 KW.
II. Steps taken by the Company for utilizing alternate sources of energy:
• During the year, 1,70,796 KW of power was generated through Solar Photo Voltaic power generation systems
installed at Corporate Building.
37
• Wind Power Turbo Generators of 21 MW capacity generated 3,63,49,283 KW of power during the year.
III. Capital investment on energy conservation equipments:
The Company made total Capital Investment of Rs.5.93 Crore on Energy Conservation Equipments.
(B) TECHNOLOGY ABSORPTION:
i. Efforts in brief, made towards technology absorption
• Implementation of various modifications schemes carried out in plants lead to safe and reliable operations,
improving machine / equipment performance and energy saving.
• The Company also interacted with know how suppliers / consultants for plant problems and its reliability to
sustain productivity and improving plant performance.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution.
As a result of above measures, there has been improvement in plant safety, reliability, performance and cost
reduction.
iii. In case of imported technology (Imported during the last three years reckoned from the beginning of the financial
year).
The company has not imported any technology during the last three years.
RESEARCH & DEVELOPMENT:
1. Specific areas in which R&D carried out by the company:
• Studies & experiments were carried out to develop Slow Release Fertilizers.
• Process developments were carried out for multiple value added products viz. Polyurethane C A S E products,
Diesel Emission Fluid for vehicular emissions and development of high value added products from by-products.
2. Benefits derived as a result of the above R&D:
• Development of value added products are import substitutes.
• These process and products have vertical integration and fits in to existing product portfolio of the Company.
Savings in payment of Royalty fees to technology providers is another major benefit.
3. Future Plan of Action:
• To scale up Process for pilot production of Slow Release Fertilizers.
• To continue the process of development of value added products and scale up of the same.
• To continue experiments on treatment of Red water and Amine water.
iv. Expenditure on Research and Development: (Rs. In Crore)
No. Nature of Expenditure 2017-18 2016-17

1. Capital Expenditure 0.18 0.00
2. Recurring Expenditure 0.28 0.26
3. Salaries to R&D Personnel 1.37 1.85
4. Power and Fuel 0.07 0.04
Total 1.90 2.15
5. Total R&D expenditure as percentage of total turn-over 0.0321% 0.0435%
6. Gross Turn-over 5,916.59 4944.81
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange used and earned: (Rs. In Crore)
Particulars 2017-18 2016-17

Foreign Exchange used 408.33 281.33
Foreign Exchange earned 406.33 117.61
38
Annexure - E
DISCLOSURE PURSUANT TO RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014 FOR FINANCIAL YEAR 2017-18.
Sr. Requirement Details
No.
1 Ratio of remuneration of each director to the median Non-Executive Directors are paid remuneration by way of Sitting Fees
remuneration of the employees of the company. only for attending the Meetings of the Board of Directors and Committee
thereof.
Appointment of Managing Director (Executive Director) is made by the Board

in consultation with Government of Gujarat (GoG) and he/she is usually a
Senior IAS Officer. Managing Director (MD) is paid remuneration as per the
terms & conditions prescribed and notified by GoG and as determined by
the Board, subject to the approval of shareholders, Articles of Association,
Companies Act, 2013 and the relevant Rules framed thereunder.
Dr. Rajiv Kumar Gupta, IAS, Addl. Chief Secretary to GoG was holding
additional charge of MD, has ceased to be the Director & MD of the
company effective 15.07.2018, consequent upon withdrawal of
nomination by GoG vide its Notification dated 12.07.2018.
GoG has vide its said Notification nominated Shri M.S. Dagur, Addl.
Chief Secretary as Government Director on the Board. He has been
appointed MD by the Board in its meeting held on 9.08.2018 effective
16.07.2018 in place of Dr. Rajiv Kumar Gupta, IAS.
No remuneration was paid to Dr. Gupta, IAS for holding additional

charge of MD. Shri M.S. Dagur will be paid remuneration as per the
terms & conditions as may be prescribed and notified by GoG and as
determined by the Board, subject to requisite approvals.
In view of the above, details as required to be furnished under this

column is not applicable in respect of FY 2017-18.
2 Percentage increase in remuneration of each Sr. No. Director / KMP Title % increase
Director, Chief Financial Officer, Chief Executive in remuneration
1 Dr. Rajiv Kumar Gupta, IAS @ MD / CEO ---
Officer, Company Secretary or Manager, if any.
2 Shri D. .V Parikh CFO #
3 Shri T.J. Lakhmapurkar CS ##
@ Ceased to be Director / MD w.e.f. 15.07.2018
# The percentage increase in remuneration in case of CFO is not
comparable with that of previous year 2016-2017 as he was appointed
as CFO w.e.f 01.02.2017.
## The percentage increase in remuneration in case of CS is not
comparable with that of previous year 2016-2017 as he was appointed
as CS w.e.f 01.12.2016.
Non Executive Directors are paid only sitting fees for attending the
Board / Committee Meetings.
3 Percentage increase in the median remuneration of 1.86% considering employees who were in employment for the whole
employees. of FY 2016-17 & FY 2017-18.
4 Number of permanent employees on the rolls of 2435

Company at the end of the year.
39
5 Average percentile increase already made in the Average percentile increase made in the salary of the employees other
salaries of employees other than the managerial than Key Managerial Personnel (KMP) in FY 2017-18 was 3.43% whereas
personnel in the last financial year and its comparison there was decrease in remuneration of KMP to 66.65%.
with the percentile increase in the managerial
The percentile decrease in the remuneration of KMP in comparison
remuneration and justification thereof and point out if
with remuneration of other employees is due to terminal benefits of
there are any exceptional circumstances for increase
Gratuity and Leave Encashment given to ex-KMP (CS and CFO) upon
in the managerial remuneration.
their retirement from the services of the company.
Shri D. V. Parikh was appointed as CFO w.e.f 01.02.2017 and
Shri T. J. Lakhmapurkar was appointed as CS w.e.f 01.12.2016.
6 Affirmation that the remuneration is as per the The company has different grades of remuneration to KMP, Senior
remuneration policy of the company. Management and other employees. The remuneration paid to them
is as per the grade in which they are employed and as per the terms
of their appointment.
40
Annexure - F
STATEMENT SHOWING THE PARTICULARS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION

197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5(2) & (3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Sr. Name Age Qualification Total Designation Remuneration Date of Last Employment held
No. (S/Shri) (Yrs.) Exp.(Yrs.) Received (Rs.) Joining
(1) (2) (3) (4) (5) (6) (7) (8) (9)
A. Employees who were employed throughout the financial year and was in receipt of remuneration for the year which in the aggregate was not
less than Rs.1,02,00,000/-
– N o ne –
B. Employees who were employed for a part of the financial year and were in receipt of remuneration for any part of that year at the rate which
in the aggregate was not less than Rs. 8,50,000/- per month
1 A N Vilayatwala 60 B.Com., LLB(G) 38 Sr. Manager 4,719,916 16/7/1981 Trade Apprentice (BK & A/cs) - GSFC Ltd.
2 A S Somani 60 B.Sc./M.Sc.(Agri) 34 Sr. Marketing 3,023,028 14/9/1983 Project Incharge - Hanuman Vitamin Foods Pvt. Ltd.
Manager
3 B C Chaudhari 60 B.Com. 39 Manager 2,594,798 24/12/1981 Transport Supervisor - Uma Transport Company
4 B D Thakar 60 BA 39 Sr. Officer 3,522,027 29/12/1981 Supervisor (Logistics) - IG Desai & Company
5 B M Patel 60 B.Sc., M.Sc. 36 Sr. Manager 3,975,061 16/5/1983 Lab. Technician Trainee - GNFC Ltd.
6 B S Limbachia 60 NCTVT(Machinist), 39 Sr. Technician(M) 2,904,790 6/11/1979 ITI (Machinist) Trainee - GNFC Ltd.
ITI(Machinist)
7 B T Patel (Late) 59 DEE 38 Sr. Manager 3,183,093 11/8/1980 Electrical Supervisor (on Daily Wage) - GNFC Ltd.
8 C D Chauhan 60 BA, MBA(HRM) 40 Manager 3,084,471 21/12/1977 Typist-cum-Teleprinter Optr. - Gujarat Glass Pvt. Ltd.,
Kosamba
9 C K Patel 60 B.Sc. 35 Sr. Operator 2,607,660 27/9/1984 Plant Operator - Indu Nissan Oxo Chemical Ind. Ltd.,
Vadodara
10 D B Patel 60 NCTVT, ITI(Fitter) 39 Foreman 3,527,659 6/11/1979 ITI(Fitter) Trainee - GNFC Ltd.
11 D M Vaghela 60 SSC, Eng. Typing Exam 35 Sr. Assistant 3,423,422 25/6/1983 Typist-Clerk (on Contract) - GNFC Ltd.
12 D V Patel 60 NCTVT, ITI(Fitter) 39 Foreman 3,580,219 7/11/1979 ITI(Fitter) Trainee - GNFC Ltd.
13 H C Patel 60 BA 32 Sr. Assistant 2,072,183 16/12/1985 Clerk (Production Deptt.) - Piramal Rasayan Ltd.
14 I P Bhatt 60 BE(Chemical), Dip. In Training 33 Chief Manager 5,744,198 11/7/1987 Asstt. Engr./ Shift Incharge - GACL, Vadodara
& Development, DIS
15 J S Patel 60 BA 41 Chief Marketing 5,251,234 19/3/1984 District Information Officer - Govt. of Gujarat (I&B)
Manager
16 K C Patel 60 DME, Ist & IInd Class Boiler 41 Sr. Shift Engineer 3,355,848 24/10/1979 SSC Boiler Attendant Apprentice - GSFC Ltd.,
Competency Exam Vadodara
17 M A Patel 60 B.Sc., IInd Class Boiler 38 Sr. Manager 2,958,115 1/11/1980 Chemical Plant Operator
Competency Exam Trainee - GNFC Ltd.
18 M C Patel 60 B.Sc., IInd Class Boiler 36 Sr. Manager 3,263,551 1/2/1981 Chemical Plant Operator Trainee - GNFC Ltd.
Competency Exam
19 M H Patel 60 B.Com. 35 Sr. Officer 3,806,169 1/4/1983 Tallyman Trainee - GNFC Ltd.
20 M P Patel 60 B.Sc. 38 Sr. Manager 4,435,524 1/11/1980 Chemical Plant Operator Trainee - GNFC Ltd.
21 M Y Joshi 60 BE(Met) 35 Addl. General 6,490,759 1/12/1983 GET - GNFC Ltd.
Manager
22 N B Manwar 60 B.Sc.(Agriculture) 34 Marketing Manager 3,617,491 1/2/1984 Field Representative Trainee - GNFC Ltd.
23 N G Patel 60 B.Sc.(Chemistry), M.Sc.(P&P) 36 Chief Manager 4,084,678 16/4/1983 Lab. Technician Trainee - GNFC Ltd.
24 N K Patel 58 B.Sc.(Agriculture) 34 Dy. Marketing Manager 3,323,937 16/8/1983 Field Representative Trainee - GNFC Ltd.
25 N N Patel 60 B.Sc. 34 Sr. Operator 3,365,694 10/10/1984 Jr. Operator - IFFCO
26 P G Kansagra 60 B.Sc. 40 Chief Manager 3,918,853 1/8/1980 Trade Apprentice - GSFC Ltd., Vadodara
27 P I Patel 60 BE(Electronics) 34 Sr. Manager 3,800,759 29/12/1986 Jr. Engineer - Elecon Engg. Co. Ltd.
28 P M Rajput 60 B.Sc. 37 Manager 3,317,209 8/10/1984 Plant Operator - Deepak Nitrite Ltd.
29 P P Parmar 60 SSC 38 Fire Officer 2,806,542 14/10/1982 Fireman - IPCL, Vadodara
30 P R Soni 60 B.Sc., M.Sc. 36 Sr. Manager 4,535,995 16/2/1983 Lab. Technician Trainee - GNFC Ltd.
41
Sr. Name Age Qualification Total Designation Remuneration Date of Last Employment held
No. (S/Shri) (Yrs.) Exp.(Yrs.) Received (Rs.) Joining
(1) (2) (3) (4) (5) (6) (7) (8) (9)
31 P V Patel 60 B.Sc., IInd Class Boiler 39 Sr. Manager 3,635,641 1/8/1980 Trade Apprentice - GSFC Ltd., Vadodara
Competency Exam
32 R B Rana 60 ITI(Steno) 37 Sr. Operator 2,761,503 11/10/1980 Typist Clerk (on Contract) - GNFC Ltd.
33 R B Saradava 54 B.Sc.(Agriculture) 29 Dy. Marketing 3,431,361 1/12/1987 Field Representative Trainee - GNFC Ltd.
Manager
34 R N Solanki (Late) 55 Std.-VI 29 Attendant 1,146,789 19/11/1987 Sweeper-cum-Messenger - JGC, Bharuch
35 R S Sodha 60 DME, NCTVT(BA), Ist Class 41 Sr. Operator 2,757,793 24/10/1979 SSC Boiler Attendant Apprentice - GSFC Ltd.,
Boiler Competency Exam Vadodara
36 S K Chaudhary 60 B.Sc.(Agriculture) 36 Marketing 4,528,981 9/4/1983 District Fertiliser Inspector - Shri Ram Khad
Manager Programme, Sriganganagar
37 S K Karia 60 B.Com. 36 Sr. Officer 3,185,603 17/10/1983 Site Clerk - Dynacraft Machine Company Ltd.
38 S K Khamker 60 B.Com., Dip. In Co-Op., 39 Manager (HR) 2,624,252 11/1/1983 Accountant-cum-Clerk - Narmadanagar Staff Credit
Eng. Typing Exam & Consumers Co-Op. Society
39 S M Mistry 60 B.Com. 36 Manager 2,488,783 26/9/1983 Stenographer - Sardar Sahkari Paper Mill Ltd.
(Secretariat)
40 S V Patel 60 DEE 37 Sr. Manager 4,591,579 12/6/1980 DET - GSFC Ltd., Vadodara
41 T C Patel 60 ITI (Inst. Mech.) 38 Sr. Technician (I) 2,561,720 1/12/1980 Instrument/Operational Trainee - GNFC Ltd.
42 V C Shah 60 DPT, Diploma in Tech. of 37 Sr. Manager 3,205,263 1/5/1981 Jr. Operator Trainee - GNFC Ltd.
production of synthetic
Resin & Plastics
43 V K Pareek 60 B.Sc.(Agriculture) 37 Dy. Marketing 4,158,040 9/4/1983 Loan Supervisor - The Ganganagar Kendriy Sahkari
Manager Bank Ltd.
NOTES :
1 The total remuneration includes salaries, allowances, special pay, leave salary, ex-gratia payment, leave travel concession, medical aids,
gratuity, company contribution to provident fund, where applicable, etc. The perquisites have been evaluated in accordance with the income
tax rules.
2 The employees as shown in Statement 'B' are either retired, resigned or expired from the services of the Company.
3 None of the above employees is a relative of any Director of the Company.
STATEMENT SHOWING THE PARTICULARS OF TOP TEN (10) EMPLOYEES OF THE COMPANY IN TERMS OF REMMUNERATION
DRAWN DURING THE YEAR 2017-18
Sr. Name Age Qualification Total Designation Remuneration Date of joining Last Employment held
No. (S/Shri) (Yrs.) Exp.(Yrs.) Received (Rs.) in regular grade
(1) (2) (3) (4) (5) (6) (7) (8) (9)
1 A A Desai 49 BE, ME (Electronics) 24 General Manager 2,741,942 2/3/2015 Lecturer - Govt. Polytechnic,
Gandhinagar
2 A K Sewani 33 DME 14 JR Technician (M) 2,622,472 29/1/2007 Trainee Engineer (Diploma in
Mechanical) - FAG Bearing India
Ltd. Vadodara
3 C M Kapadia 40 B.Com. 17 DGM (Information 2,568,665 1/3/2016 DGM - Future Group
Systems Infra.)
4 D B Shah 59 BE (Mechanical), IInd 36 Executive Director 2,517,135 1/10/1983 GET - GNFC Ltd.
Class Boiler Proficiency
Exam
5 D V Parikh 48 B.Com. C.A. 23 GM & CFO 2,506,164 29/6/2015 CFO - Flexituff International Ltd.
6 G M Varliani 57 BSC(Statistics), IVWA 36 General Manager 3,001,834 24/7/2003 General Manager - Chase
Infotech Ltd., Ahmedabad
7 P B Kansara 56 B.SC.(P), Net & Design, 29 Asst. General 2,718,625 17/9/2007 DGM-Ahmedabad Stock
Certificate course in Manager - Appl. Exchange
Programming, Oracle-8i Dev. & Erp
DBA
8 P G Dave 58 BE(Chemical), DBM 37 Executive Director 2,585,313 1/11/1983 GET - GNFC Ltd.
9 Vimal Purohit 52 BSC, MCA 28 Asstt.General Mgr. 3,380,754 13/7/2004 Computer Advisor - Jamnagar
- Quality & Audit Municipal Corporation
10 Y B Gandhi 59 BE (Mech) 37 Executive Director 2,614,287 1/9/1982 Engg. Trainee (Mech) - GNFC
42
Annexure - G
To,
The Members,
GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LIMITED
P.O. NARMADANAGAR, DIST. BHARUCH PIN: 392015, GUJARAT
Our attached Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on
these secretarial records based on our audit.
2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.
We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening
of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management.
Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the Company.
For J. J. Gandhi & Co.

Date : 31st July, 2018 PRACTICING COMPANY SECRETARIES
Place : VADODARA FCS No. 3519 and CP No. 2515
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
P.O. NARMADANAGAR
DIST. BHARUCH PIN: 392015, GUJARAT
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practice by Gujarat Narmada Valley Fertilizers & Chemicals Limited (hereinafter called "the Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st
March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the
financial year ended on 31st March, 2018, according to the provisions of;
1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act, 1999 (‘FEMA’) and the rules and regulations made thereunder to the extent of Foreign Direct
Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB);
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
C. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. - Not
Applicable as the Company has not issued any security during the financial year under review.
D. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999. - Not Applicable as the Company has not granted any options to its employees during the financial year
under review.
43
E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable as the
Company neither issued nor listed any debt securities during the financial year under review.
F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with Shareholders. - The Company is registered with the Securities and Exchange Board
of India as an in house Share Transfer Agent - Category II.
G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - The Company has not delisted
its equity shares from any stock exchange in India during the financial year under review. However, the Company has
delisted 18,248 Global Depository Receipts (GDRs) (representing 91,240 underlying shares) from Luxembourg Stock
Exchange, Luxembourg and terminated the Depository Agreement with the BNY Mellon.
H. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. - Not Applicable as the Company
has not bought any of its securities during the financial year under review.
6. Considering representation of management and products, process and location of the Company, following laws are applicable
specifically to the Company. Having regard to the compliance system prevailing in the Company and on examination of the
relevant records on test check basis, we further report that the Company has complied with the following laws;
1. The Environment (Protection) Act, 1986
2. The Air (Prevention and Control of Pollution) Act, 1981
3. The Water (Prevention and Control of Pollution) Act, 1974
4. The Ammonium Nitrate Rules, 2012
5. The Petroleum Act, 1934
6. The Explosives Act, 1884 and Explosive Rules, 2008
7. The Fertilizers (control) Order, 1985 under the Essential Commodities Act, 1955 and
8. The Hazardous and other Wastes (Management and Transboundry Movement) Rules, 2016.
We have also examined compliance with the applicable clauses of the following;
(i) Secretarial Standards (SS1 and SS2) issued by The Institute of Company Secretaries of India.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards
mentioned above except that :
• Regulation 17(1) of SEBI (LODR) Regulations, 2015 have not been complied with as there were four Independent Directors
against five Non Independent Directors during the first three quarters of Financial Year 2017-18 and
• The Board Meeting on 29th May, 2017 held after a gap of 125 days as against maximum permissible gap of 120 days as per
Section 173 of the Companies Act, 2013.
We further report that -
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors (except above comment). The changes in the composition of the Board of Directors that took place
during the year under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast
seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
We further report that as per the minutes of the meetings duly recorded and signed by the Chairman, the decisions were carried
at meetings without any dissent.
Based on the Compliance mechanism established by the Company and on the basis of information provided by the officers of the
Company and the compliance certificates placed before the Board and taken on record by the Board of Directors at their
meetings, we are of the opinion that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
for J. J. Gandhi & Co.

Place : VADODARA PRACTICING COMPANY SECRETARIES
Date : 31st July, 2018 FCS No. 3519 and CP No. 2515
44
Annexure - H
DIVIDEND DISTRIBUTION POLICY
INTRODUCTION
Securities & Exchange Board of India (SEBI) has vide SEBI (Listing Obligations and Disclosure Requirements) (Second
Amendment) Regulations, 2016, on 8th July, 2016, inserted Regulation 43A in the SEBI Listing Regulations, 2015, which
requires top 500 listed companies based on market capitalization (calculated as on 31 st March of every financial year) to
formulate a ‘Dividend Distribution Policy’, which shall be disclosed in their Annual Report and on their website.
Gujarat Narmada Valley Fertilizers & Chemicals Limited (here-in-after referred to as ‘the Company’) being one of the top
500 listed companies as per the market capitalization as on the last day of immediately preceding financial year, hereby
frames this policy to comply with the requirement of Listing Regulations, 2015.
OBJECTIVE AND SCOPE
The intent of the policy is to broadly specify the internal and external factors, including financial parameters that shall be
considered while recommending the dividend and the circumstances under which the shareholders of the Company may or
may not expect dividend etc.
EFFECTIVE DATE AND APPLICABILITY
This Policy shall be effective from the date of its adoption by the Board.
The Policy shall not be applicable in the following circumstances :
• Determination and declaring dividend on preference shares, if any;
• Distribution of dividend in kind, i.e. by issue of fully or partly paid bonus shares or other securities, subject to applicable
laws;
• Any distribution of cash as an alternative to payment of dividend by way of buyback of equity shares.
STATUTORY REQUIREMENTS
The Board of Directors shall recommend the dividend as per the Policy, in compliance with the provisions of the Companies
Act, 2013, Rules made thereunder and other applicable laws, if any.
Further, the Board of Directors of the Company will consider the recommendation of dividend for any financial year after
taking into account the profits of the Company and after transfer of such percentage of its profits for that financial year as
it may consider appropriate to the reserves of the company.
The Board of Directors may declare interim dividend, subject to the provisions of the Companies Act, 2013 and the Rules
made thereunder, during any financial year, out of the surplus in the profit and loss account and out of profits of the
financial year, in which such interim dividend is sought to be declared.
FINANCIAL PARAMETERS / INTERNAL AND EXTERNAL FACTORS FOR DECLARATION OF DIVIDEND
The decision of dividend payout or retention of profits by the Board shall, inter-alia, depend, including but not limited to the
following financial parameters / internal and external factors :
Financial Parameters :
i) Quantum of anticipated capital expenditure,
ii) Magnitude of realized profits,
iii) Operating cash flow and liquidity,
iv) Investment opportunities,
v) Capacity to service interest / principal (borrowings),
vi) Cost of borrowings vis-à-vis cost of capital,
vii) Sales volume,
viii) Anticipated expenses,
ix) Financial ratios (e.g. EPS-post dividend), etc.
45
Internal & External Factors :
(a) Cash flow position of the company,
(b) Stability of earnings,
(c) Cost of borrowings,
(d) Number of shareholders,
(e) Future growth plans / strategies / capital expenditure etc.
(f) Past dividend trends,
(g) Over-all economic / regulatory environment including tax laws,
(h) Macro-economic conditions / Industry outlook and stage of business cycle for underlined business,
(i) Dividend payout ratios of companies in same industries,
(j) Any other contingency plans.
CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND
The shareholders of the company may not expect dividend under the following circumstances :
(a) Inadequacy of profits or losses – If during any financial year, the Board determines that the profits of the Company are
inadequate or the Company has incurred losses, the Board may decide not to declare dividends for that financial year.
(b) Any other circumstances / factors which the Board may consider appropriate in the best interest of the company and
the shareholders.
MANNER OF UTILIZATION OF RETAINED EARNINGS
The Board may retain its earnings in order to make better use of available funds and increase the value of stakeholders in
the long run. The decision of utilization of retained earnings of the Company shall be mainly based on the following factors:
• Strategic and long term plans;
• Diversification & expansion opportunities;
• Revamp of ageing plants and for achieving better energy efficiency;
• Non-fund based need of the Company, its Subsidiary and Joint Ventures which may require to have healthy consolidated
balance sheet;
• Any other criteria which the Board may consider appropriate.
PARAMETERS TO BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES
The Company has presently issued only one class of shares i.e. Equity Shares with equal voting rights. The Policy shall be
suitably revisited at the time of issue of any new class of shares, subject to the provisions of the Companies Act, 2013 and
other applicable laws prevailing from time to time.
AMENDMENT IN POLICY
Any amendment / modification in the SEBI Listing Regulations, 2015 and in the Companies Act, 2013 shall automatically
apply to this Policy. Any amendment / modification in this Policy as may be deemed expedient will be carried out with the
approval of Managing Director and as per the authorization granted by the Board.
CAUTIONARY STATEMENT
The Policy reflects the intent of the company to reward its shareholders by sharing a portion of its profits after retaining
sufficient funds for growth of the company. The company shall pursue this Policy to pay dividend, subject to the circumstances
and factors enlisted here-in-above, which shall be consistent with the performance of the company over the years.
46
1.0 INDIAN ECONOMIC SCENARIO :
MANAGEMENT The past few years have established a solid foundation for continued growth of the Indian
Economy in the future. During the last few years, the Government proactively undertook
DISCUSSION structural reforms to enable the country graduate to the next level of growth. One of the
AND ANALYSIS biggest successes of this Government has been controlling inflation at an average rate of
4.3% in four years. Further, shifting to Direct Benefit Transfer (DBT) saved precious resources
otherwise prone to leakage. Large scale digitization efforts based on a vast mobile based and
a vast Aadhaar based, about a billion each, coupled with India's stack and proliferation of
electronic platforms have significantly formalized the economy. Significant liberalization of
FDI norms have rapidly scaled up foreign investment in India.
Financial Year 2017-18 has been another year of reforms. Undoubtedly, the single biggest reform of the year has been the
implementation of Goods & Service Tax (GST), which required a constitutional amendment and multiple legislations, and
clearly the most important Tax reform in the post Independent era. Though, the initiative faced initial hiccups and uncertainties
post its launch, it has brought in more transparency and efficiency in to the system by improving the ease of doing business,
streamlining the Regulatory structure, removing multiple taxes and digitization of tax collection mechanism has lead to an
improved business environment.
Though in the shorter run, these initiatives have caused a temporary slow down with GDP growth declining to 6.6% in FY
2017-18 compared to 7.1% in FY 2016-17, the outlook remains positive. The Indian economy is showing signs of acceleration
with growth in corporate sales, depleting finished goods inventory and restart of investment in Fixed Assets by Corporates
indicating revitalization of CAPEX cycle. All International eyes are on India as it is now the World's sixth largest economy.
Institutions like International Monetary Fund (IMF) and World Bank are bullish on Indian Economy as it is likely to become
the fifth largest economy very soon. The IMF Projects India to grow at 7.4% and 7.8%, while the World Bank expects the
growth to touch 7.3% and 7.5% in FY 2018-19 and FY 2019-20 respectively.
2.0 OVERVIEW OF COMPANY :
Gujarat Narmada Valley Fertilizers & Chemicals Limited (the Company) is mainly engaged in the business of manufacturing
and selling of Fertilizers, Industrial Chemicals and providing IT related services in the areas of Information Technology.
The Fertilizers manufactured by your company are sold under the brand name of "NARMADA".
The company has set up core Chemical and Petrochemical Plants such as Methanol, Formic Acid, Nitric Acid, Acetic Acid,
Toluene Di-Isocyanate, Aniline, Ammonium Nitrate, Ethyl Acetate, Methyl Formate, etc. The company is the only producer
of Acetic Acid and one of the two producers of Formic Acid in India and has largest single stream Aniline plant in India. The
company is the only manufacturer of Toluene Di-Isocyanate in South East Asia and Indian sub Continent. The company's
Chemical / Petrochemical products enjoy high brand value in the International and Domestic markets.
Fulfilling the Hon'ble Prime Minister's Vision of 100% Neem coating of urea, the company has pioneered innovative social-
economic Neem Project in the year 2015 and became the first Fertilizer Company in India to have such a multi-dimensional
project. With the backward and forward integration in the Neem Project, the company has achieved a commendable
progress and has created shared value among the rural and urban poor people and empowering communities with
targeted focus on women empowerment through income generation and improved livelihoods.
(n)Code Solutions - IT Division of the company, provides several value-added IT services and solutions covering System
Integration, Smart Cities Implementation, e-Auction, e-Procurement, Block Chain and Education Domain, e-Governance
Projects, Data Centre's, Cloud services, CCTV Surveillance Systems, etc.
3.0 INDUSTRY STRUCTURE AND DEVELOPMENT :
3.1 Fertilizer Business :
The Indian Fertilizer Industry has shown tremendous growth in the last five decades and at present ranks third in the World.
India is the second largest consumer of Fertilizers after China. Being an important Industry for the Indian economy,
Government has ensured availability of adequate quantity and proper quality of Fertilizers to the Farmers community. Also
to ensure adequate control over its quality, price and distribution, the said Industry is highly regulated under the Fertilizer
Control Order, 1985. The Policy mandate of Hon'ble Prime Minister of manufacturing 100% Neem coated Urea has
fostered the rural employment amongst rural women / poor people by collection of Neem Seeds for production of Neem
47
Oil and Neem Cake. The Government of India implemented Direct Benefit Transfer (DBT) Scheme across the country
effective 1st February, 2018 after the success of Pilot Project in selected States of India.
Since Fertilizer Industry is highly regulated and monitored by Government of India (GoI), it continues to face some serious
challenges in the form of - (i) availability and fluctuating prices of raw material required to produce fertilizers; (ii) heavy
imports and lack of adequate domestic production capacity; (iii) lack of long term and stable Government Policy; and (iv)
increasing demand of speciality Fertilizers. Inspite of these challenges, the sale of primary Fertilizers witnessed a modest
growth of around 2% in FY 2017-18 on the back of low systematic Inventory maintained by Fertilizer Companies, in view of
PAN India implementation of DBT. As per ICRA's Report, Fertilizer sales growth is back on a positive trajectory post a 7%
decline witnessed in FY 2016-17. In the Union Budget of FY 2018-19, GoI has increased subsidy allocation of P&K
Fertilizers to Rs.250 Billion from Rs.222 Billion in FY 2017-18.
The financial performance of Fertilizer Industry continues to remain moderate during FY 2017-18. Indian Fertilizer market
is anticipated to witness robust growth in the coming years owing to continuous growth of population resulting into more
demand of food coupled with increasing demand for agricultural products in the country. Moreover, expansion of Fertilizer
production capacity in India along with increasing Government initiative towards reduction of import of Fertilizers is further
anticipated to boost the growth of Indian Fertilizer Industry and will save substantial Foreign Exchange.
3.2 Chemical Business :
Chemical Industry in India is the third largest producer in Asia and sixth largest in the World. Indian Chemical Industry is
expected to double its share in Global Chemical Industry to 5 ~ 6% by 2021, registering growth of 8 ~ 9% in the next decade.
Numbers of Multinational Companies (MNCs) are focusing on India for their manufacturing hub. Lower cost of labour,
availability of key raw materials, large consumer markets and adaptability to technology are some of the main attractions
for having a strong manufacturing base in India.
Government recognizes Chemical Industry as a key growth driver of Indian Economy and has taken various initiatives such
as Central Board of Excise and Customs Single Window Interface for facilitating trade, Make in India, relaxation of
environmental norms for Chemical Industry and roll out of GST have spurt the growth of Chemical Sector. The major
growth drivers of this Industry are structural advantage, high domestic consumption, diversified industry and promising
export potential.
Indian Chemical Industry has the potential to grow significantly provided some of the key growth imperatives such as
securing feed stock, right product mix, mergers and acquisitions opportunities, etc., are taken care of. Indian Chemical
Companies have been focusing on sustainable development. Water, environmental impact, raw materials, safety over life
cycle and energy use are some of the issues grappling the Industry.
3.3 Information Technology (IT) Business :
This sector is highly innovative, intensively competitive and subject to constant technological development, which is
characterized by rapidly changing technology, evolving Industry standards, frequent new product innovations, governance
frame work and price and cost reduction.
Information technology and IT enabled industry, especially the niche areas in which the company operates, is on the
threshold of big take-off with ambitious programme of Smart cities, IOT, e-Governance, being initiated / supported by
Central and various State Governments.
4.0 OVERVIEW OF COMPANY'S BUSINESS SEGMENT PERFORMANCE:
4.1 Chemical & Fertilizers :
(a) Production / Operational Performance:
The company excelled on production front during FY 2017-18 through its operational excellence, higher efficiency and well
executed strategies around input sourcing and marketing. The operation strategy of the company was driven by continuous
adjustment of manufacturing / trading pattern based on relative economics. Special focus was given on energy conservation
and cost reduction in all aspects.
During the year, total 186 new records were established of which, 120 records were established in production.
The company achieved remarkable production performance during FY 2017-18 as most plants of the company operated at
more than 100% capacity utilization, the details of which are given below :
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Plant Production (MT) Capacity Utilization (%)
Ammonia 6,13,010 138
Urea (including Technical Grade) 7,52,950 118
Ammonium Nitro phosphate (ANP) 2,16,575 152
Methanol 1,84,718 069
Acetic Acid 1,57,067 157
Formic Acid 22,009 220
Aniline 41,883 120
Toluene Di-Isocyanate (TDI-I) 17,056 122
Toluene Di-Isocyanate (TDI-II) 42,577 085
Ethyl Acetate 63,126 126
Weak Nitric Acid (WNA-I) 3,01,389 122
Weak Nitric Acid (WNA-II) 1,24,078 124
Concentrated Nitric Acid (CNA) - I/II/III 1,23,609 107
During the year, the company has achieved highest ever production in Formic Acid, Ethyl Acetate, Aniline, TDI-II and
Technical Grade Urea.
ANP Plant had performed excellent throughout the year and has achieved production of more than 2 Lac MT continuously
for 4th consecutive year. On environment front, Nitrophosphate Group of Plants (NPP) continued to utilize major part of
effluent in ANP Plant by recycling it and thereby saving valuable nutrients and at the same time improving environment
management.
During FY 2017-18, TDI-II Plant operated at more than 100% load for 150 days with Nil production of 75 days and is
presently running smoothly on a consistent basis. Various reliability schemes have been initiated for reliability and
improvement of plant operation in terms of consistency, safety and capacity utilization.
The company has achieved significant progress in its Innovative Neem Project which was implemented in 2015 following
the directive of Government of India for 100% Neem coating of Urea. Around 23,000 MTs. of Neem Seeds were collected
from six States and 1724 MTs. of Neem Oil and 14421 MTs. of Neem Cake were produced during the year under review.
The company constantly focuses on technology, product innovation, cost improvements and safe practices. During the year,
various modifications & energy saving schemes were implemented resulting into considerable monetary and energy savings.
Further, various initiatives in operation and maintenance of plants like use of alternate materials, diversions of excess gases
/ steams to other potential uses, changes in catalyst design, changes in fuel or raw material mix, change in timings of
shutdown have resulted into recurring benefits with added advantage of flexibility in operations and reduced dependencies.
(b) Sales Performance:
During FY 2017-18, the company has performed well through its marketing excellence. The marketing strategy was driven
by continuous adjustment of manufacturing and trading pattern based on relative economics. Depending upon market
dynamics, the company has seized trading opportunities in both Chemicals and Fertilizers business to meet the growing
needs of its valued customers.
In Fertilizer business, the company has performed reasonably well during FY 2017-18 inspite of moderate monsoon in the
country. The company achieved total sale of Urea (Manufactured and Traded) at 7.31 Lac MTs. as compared to 10.37 Lac
MTs. in the previous year. The sale of Ammonium Nitro Phosphate (ANP) was highest ever at 2.23 Lac MTs. compared to
2.16 Lac MTs. in the previous year.
The Chemical business has significantly contributed to the profitability of the company despite competitive scenario in
Domestic and International Market. More thrust was given to export Industrial Products. The company exported its products
to 66 Countries across the Globe. The company is one of the leading suppliers of TDI in markets of Middle East & Africa and
achieved around 65% share in Domestic Market.
(n)Code Solutions - IT Division has identified untapped markets for IT Business, which mainly includes Education, Data
Analytics, Smart city consultancy, GIS based solution for various Government Agencies, Intelligent Transport Management
49
System and Mining. Considering (n)Code's forte in its successful completion of Smart City Projects and conducting e-Auctions
for Government Departments, efforts are on to explore similar markets PAN India including non-Government Sector.
(c) Financial Performance:
Year 2017-18 was the unprecedented financial year for the company, posting excellent financial result in the history of 42
years of its operations. This was made possible due to continued emphasis on higher productivity, conservation of resources,
well executed production & marketing strategies and concerted efforts put-in by employees at all levels, etc.
Standalone Financial Highlights for FY 2017-18 vis-à-vis FY 2016-17 are as under : (Rs. in Crores)
Particulars 2017-18 2016-17 Growth

Revenue from Operations 5,917 4,945 20%
Profit before Tax (PBT) 1,162 715 63%
Profit After Tax (PAT) 790 521 52%
EBITDA 1,532 1,170 31%
Export Revenue 629 361 74%
Book Value per Share (Rs.) 287 245 17%
Earnings per Share (EPS) (Rs.) 51 34 50%
Return on Equity (ROE) (%) 18 14 29%
With the improved financial performance, long term debt has been fully repaid by making prepayment of Rs.534 Crore
resulting into reduction of finance cost by 51% on Year over Year basis. Total debt of Rs.1,436 Crore was paid-off in one
single year. Thus, the company has become long term debt free company. The growth in revenue and profits were significantly
led by non-TDI Chemicals. Revenue from Industrial Products was Rs.3,987 Crore compared to Rs.3,062 Crore of previous
year, registering increase of 30%. The working capital was reduced by 79% from Rs.1,070 Crore to Rs.228 Crore. The
company has recorded highest ever market capitalization of Rs.8,524 Crore during 2017-18.
Profit from Fertilizer Segment was lower mainly due to reduced margin on complex fertilizer since the input cost has gone-
up and lower volume of both manufactured and imported Urea.
During the year, there was an increase in power and fuel cost from Rs.779 Crore to Rs.888 Crore mainly due to change in
source of gas as per the Guidelines of GoI, increase in the prices of Natural Gas and shortage of Coal across the Country due
to prioritization to Power Sector resulting into import of Coal at higher price.
(n)Code Solutions - IT Division has also registered Sales Turn-over of Rs.174 Crore and Profit of Rs.39.53 Crore across all
its business segments. This division has contributed moderately in achieving stellar performance of your company. More
information on the performance of IT Division has been given in the Directors' Report under the heading "(n)Code Solutions
- IT Division".
5.0 OUTLOOK :
5.1 Fertilizer Business :
The Fertilizer production in India is growing at a CAGR of 4% from FY 2012-13 onwards. As per CARE Rating estimates,
Fertilizer production would range between 460 ~ 470 Lac MTs. by 2020. Going forward, the Fertilizer Sector is subject to
tremendous growth due to various factors such as -
(i) 'Make in India' initiative is encouraging the production of Fertilizer within the country to an extent the Government
wants to eliminate the Imports of Urea by 2021 and make India self sufficient.
(ii) Overall domestic production of Fertilizers has been up since past three years and Imports are falling.
(iii) Government has been very proactive by introducing reforms like under New Urea Policy, the Government is incentivizing
production beyond re-accessed capacity.
This year, Indian Metrological Department has predicted good monsoon and hence proving to be beneficial for the growth
of Fertilizer Industry. In the pre-GST regime, Fertilizers attracted 4 ~ 8% Indirect Tax depending on the raw materials used
and the States in which the products were sold. Now with the GST roll out, Fertilizers will attract 5% GST.
Considering the above factors and with the strong brand image and good marketing Network, the company is confident to
perform well in Fertilizer business.
50
5.2 Chemicals Business :
Indian Chemical Industry contributes 3.4% of the Global Chemical Industry. It ranks 14th in Exports and 8th in Imports of
Chemicals (excluding pharmaceuticals products) Globally. This industry contributes approximately 10% of Gross Value
Added (GVA) in the manufacturing sector and is growing at an annual rate of 8% ~ 10% p.a. It is expected that with the
growth in per capital income, Chemical Industry will grow at a faster rate.
In order to promote the Chemical Sector in India, 100% Foreign Direct Investment is permitted. GoI is also supporting
manufacturing through its programmes such as "Make in India" and by consistently improving "Ease of Doing Business". It
is also promoting large clusters of petrochemicals / chemical units designated "Petroleum, Chemical & Petrochemical
Investment Regions" (PCPIRs).
The company is the market leader in India in most of the Industrial Chemicals it produces and enjoys the customer
confidence. The outlook for Chemical Business is positive given its growth and demand over the past few years. Depending
upon the market dynamics, the company will seize the opportunities to meet the growing needs of its valued customers and
maintain its existing Leadership position.
After internal evaluation, the Board is actively considering growth CAPEX for enhancing the top and bottom lines of the
company in next couple of years. Depending upon the scale, the CAPEX would be undertaken by the company. The
company hopes to channelize an investment of around Rs. 2000 Crore either on its own or otherwise.
5.3 Information Technology (IT) Business :
India is the World's largest sourcing destination for IT Business. This sector ranked 3rd in the India's total Foreign Direct
Investment share. Under Union Budget 2018-19, the Government has announced setting-up of National Level Programme that
will enable efforts in Artificial Intelligence (AI) and will help in leveraging AI Technology for development works in the country.
As per National Association of Software and Services Companies (NASSCOM), outlook for IT Sector is 'cautiously positive'
as challenges remain amidst prospects of greater IT spending with improvement in global and US economies.
Under the "Digital India" initiative of Hon'ble Prime Minister, various initiatives have been taken to transform process and
procedures in Government and Non-Government Organizations. Digital technologies have impacted business models,
processes, new products and services offerings, access to new markets, new customer base etc., which has resulted into
increased spending on technology. IT services sector in India has shown a remarkable record of accomplishment in the
past two decades and the outlook for company's IT business is positive.
6.0 OPPORTUNITIES AND STRENGTHS :
(i) Brand image of company's fertilizers continues to be in the premium segment. This will further help in consolidating
markets in the primary marketing zone in the decontrol scenario.
(ii) Huge gap of demand and supply of various Chemicals and Fertilizers offers a business opportunity of trading by the
company. Various Industrial Chemical products particularly TDI offer a good opportunity for Export. The company has
developed a diversified basket of Industrial Products that helps the company to sail through cyclical changes in
business.
(iii) Di-calcium Phosphate (DCP) Project being set up at Dahej, in a joint venture with M/s EcoPhos, Belgium, is based on
Hydrochloric Acid (HCI), which is generated as by-product from both the TDI Plants. The entire HCI generated will be
consumed for production of DCP, which would help the company in improving its profitability.
(iv) Overwhelming market response of GNFC's Neem Soap has opened up opportunity for setting up 10 MTPA Neem
Soap Manufacturing Unit at Bharuch. After successful launch of Neem Soap, Neem Oil, Hand Wash, Shampoo, Hair
Oil, Face Wash and Pesticide, the company is now planning to increase Neem based product range by launching
Neem based Hand Sanitizer, Moisturising Cream, After Bath Body Oil, Face Scrub, Tooth Paste, Shaving Cream, etc.,
in the market in near future. Looking at the growing demand, company has decided to expand retail outlet footprint
to other States too.
(v) The ability to operate at high capacity utilization levels by adopting innovative modifications / revamps, plant reliability
scheme as well as effective upkeep and maintenance of plants offer higher business volumes. Good export market
insulate against Foreign Exchange risk.
(vi) The company has entered into Long Term / Annual Contracts for supplies of most of the critical Raw Materials like Oil
51
(FOHV), Coal, Rock Phosphate, Benzene, Toluene, Packaging Materials, etc., which are essential for continuous
production. This helps in timely supply of materials and cost effectiveness.
(vii) (n)Code Solution has a good track record and experience in undertaking projects which require specialized skills and
understanding customer needs, especially related to Government Departments and large scale enterprises integrating
various technologies and Project Management integrated IT services. This continues to remain one of the key strength
areas for the division. There are enough opportunities in areas related to e-governance, System Integration Business,
Surveillance Services, Smart City consulting, Business Analytics, Cyber Security Consulting and Assurance Services, etc.
(viii) Increased emphasis on E-governance and Internal Security by Government offer a lot of business opportunities for
the company in e-Governance, Data Centre and CCTV Surveillance System Projects.
7.0 THREATS, RISKS & CONCERNS :
(i) Fertilizer being highly controlled and subsidized sector, the company's fertilizer business is largely dependent on
Government's policies with respect to subsidies, availability and pricing of feedstock, marketing of fertilizers, etc.
Changes in such policies may impact fertilizer business.
(ii) Chemical business is largely dependent on domestic market, which is highly competitive.
(iii) Frequent interruption in operation of TDI-II Plant at Dahej on account of complex technology resulting into to higher
costs of production and loss of production is the key anxiety.
(iv) Availability and pricing of key raw material like Natural Gas, Oil, Rock Phosphate and other Petroleum based
products is limiting factor and have potential to impact operations and profitability.
(v) Key raw materials are purchased at import parity prices. Further, the Company is largely dependent on foreign
vendors for critical machineries, spares and technical services. Therefore, currency fluctuations may impact operations
or results of the company.
(vi) The company has certain litigations, representations and applications, etc., pending before Courts, Tribunals,
Government Departments and Agencies, Regulators, etc., which, if adversely decided, could impact business and
operating results.
(vii) Information Technology business is highly competitive and is an extremely challenging domain. It demands high
level of skilled and certified manpower with experience in specialized fields to operate. (n)Code Solution's capability
to execute time bound projects with required quality standards calls for consistent performance. New era of
technologies and start-ups offering agile solutions are also immense as era of competition and (n)Code is gearing
up to meet the same. The company's IT Business to a certain extent depend upon ability to compete for firm priced
and / or cost plus contracts with time bound execution.
(viii) Recruitment and retention of talented human resource particularly at Senior Management Level is a matter of concern.
(ix) Changes in the policies of Government, Regulations and Laws, which have potential of impacting business in India
generally, could also impact business of the company.
8.0 RISK MANAGEMENT :
The company has in place a Risk Management Policy. Under this Policy, various risks pertaining to operations & maintenance
of plants, financial and other organizational risks are assessed, evaluated and continuously monitored for taking effective
steps for its mitigation. Risk Management Report, inter-alia, containing major anxiety areas of risks and action plan for
their mitigation and noteworthy risk management activities carried out by the company is put-up before the Audit Committee
and Board of Directors Meetings periodically for its review.
9.0 ON-GOING PROJECTS / NEW PROJECTS / REVAMP SCHEMES :
With a view to accelerating growth momentum, the company is constantly exploring potential business opportunities in the
areas having synergy of existing business operations. With reducing long term debt burden and better profitability, the
company is actively considering for expanding its current product lines through debottlenecking of existing plants and
putting-up additional capacities through new projects. Such projects include Formic Acid capacity enhancement, Acetic
Acid capacity enhancement, setting-up of Nitric Acid Plant, Ammonia Plant Revamp, Reliability Improvement Schemes for
TDI-II Plant, Dahej, setting-up of 2 Lac MTPA Di-Calcium Phosphate Project through joint venture company.
52
The details of growth plan undertaken by the company have been furnished in the Directors' Report under the heading "On-
going Projects / Initiatives" and "Growth Plan / Revamp Schemes".
10.0 HUMAN RESOURCE MANAGEMENT :
One of the strengths of your company lies in its skilled and professional manpower. This could be achieved by adopting
good HR policies and undertaking training and development of all employees. The company makes continuous and
concerted efforts to groom its human resources to meet with the present and future challenges in the field of Technology
and Management functions in the rapidly changing Industrial scenario. Remaining conscious & focused about the importance
of safety, environment and health aspects, the company conducts In-house Training Programmes on Safety Awareness,
Environmental aspects, Health Awareness, Management Development, Prevention of Sexual Harassment at work place,
etc. The company's proactive actions have resulted into good, harmonious and healthy Industrial relations throughout the
year, which has helped in sustaining production levels and economical operations. The total strength of human asset of the
company was 3116 as on 31st March, 2018.
11.0 INTERNAL CONTROLS SYSTEM, INTERNAL AUDIT AND ITS ADEQUACY :
The company has Internal Control Systems that are adequate and commensurate with the size and nature of its operations.
These systems ensure effectiveness and efficiency of operations, assets safeguard adequacy, reliability of financial controls
and compliance with applicable Laws and Regulations. The system ensures authorization, recording and reporting of all
assets and transactions to safeguard the interest of the company.
The company has Internal Audit System conducted by a reputed firm of Chartered Accountants, which undertakes
comprehensive audit of company's functional areas and operations to examine the adequacy of and compliance with
policies, plans and statutory requirements. The Internal Audit Report, inter-alia, containing significant audit findings /
observations are reviewed by the Management and Audit Committee and necessary follow-up actions are taken, wherever
required. The Audit Committee also reviews the adequacy and effectiveness of company's Internal Control environment
and monitors the implementation of Audit recommendations.
The company has exhaustive operational as well as procurement Budget system in place. Actual expenses are monitored
against budgeted throughout the year. Variances are analyzed and timely corrective actions are taken, when needed.
The company has sound Management Information System in place to ensure availability of qualitative and quantitative
information on operations of the company, which helps to keep operations on its targets.
12.0 PROPOSED MERGER OF BHAVNAGAR ENERGY COMPANY LTD WITH GUJARAT STATE ELECTRICITY CORPORATION LTD.
Gujarat Narmada Valley Fertilizers & Chemicals Ltd., (GNFC) is one of the promoters of Bhavnagar Energy Co. Ltd.
(BECL). Presently, GNFC holds 61,26,0000 shares of Rs.10/- each aggregating to Rs.61.26 Crore in BECL, which represents
5.82% of the total equity of BECL.
Government of Gujarat (GoG) has accorded its in-principle approval to the merger of BECL in to Gujarat State Electricity
Corporation Ltd. (GSECL), which is a wholly owned subsidiary of Gujarat Urja Vikas Nigam Ltd. (GUVNL). The process of
merger will be carried out by GoG under Gujarat Electricity Industry (Re-organization & Regulations) Act, 2003. Upon
issuance of Notification by GoG regarding scheme of said merger, the transfer and vesting of undertakings of BECL will
become operative and effective without any further act, deed or things to be done by BECL or GSECL or any other persons
including the promoters of BECL.
Precise financial impact of proposed merger would be known only after merger ratio will be notified by GoG and post
merger valuation of equity shares of GSECL. Necessary entries of financial impacts would be made in the Books of
Accounts of GNFC as and when the merger becomes effective.
13.0 CAUTIONARY STATEMENT :
The statements made in this "Management Discussion & Analysis" describing the company's objectives, expectations or
projections, may be forward looking and it is not unlikely that the actual outcome may differ materially from that expressed,
influenced by wide variety of factors affecting the business environment and the company's operations. The company
assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent
developments, information or events.
53
REPORT ON CORPORATE GOVERNANCE
COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Good Governance is an integral part of company's business practices and it envisages attainment of the highest level of
accountability, transparency and equity in all facets of its operations and aims at maximizing the shareholders' value,
protecting interest of all stakeholders and meeting societal expectations. Your Company is committed to the principles
of good governance in letter and spirit.
BOARD OF DIRECTORS
Composition of the Board
Your Company is managed by a professional Board comprising Eight (8) Directors, of which eight (7) Directors are Non-
executive Directors including a Woman Director and four Independent Directors, constituting half of the total strength of
the Board. Managing Director is the only Executive Director on the Board. The composition of the Board is reviewed from
time to time for ensuring that it remains aligned with statutory requirements.
Composition and category of Directors on the Board of the Company.
Sr. No. Name of Director DIN Category
1 Dr. J. N. Singh, IAS Chairman 00955107 Promoter, Non-Executive, Non-Independent
2 Smt. Mamta Verma, IAS 01854315 Non-Executive, Non-Independent
3 Prof. Arvind Sahay 03218334 Non-Executive, Independent
4 Shri C. S. Mani 00031968 Non-Executive, Independent
5 Shri Sunil Parekh 06992456 Non-Executive, Independent
6 Shri Piruz Khambatta 00502565 Non-Executive, Independent
7 Shri V. D. Nanavaty 07431075 Non-Executive, Non-Independent
8 Shri Anil Mukim, IAS* 02842064 Non-Executive, Non-Independent
9 Dr. Rajiv Kumar Gupta, IAS, Managing Director** 03575316 Promoter, Executive, Non-Independent
10 Shri M S Dagur, Managing Director*** 01622222 Promoter, Executive, Non-Independent
* Appointed as Rotational director w.e.f 29.09.2017 and Ceased to be Director vide resignation dated 7.03.2018
** Ceased to be MD w.e.f. 15.07.2018
*** Appointed as MD w.e.f. 16.07.2018
Number of Board Meetings Held

During FY 2017-18, Five meetings of the Board of Directors were held with a time-gap of not more than 120 days between
any two meetings. The dates on which the said meetings were held are : 29.05.2017, 4.08.2017, 29.09.2017, 8.11.2017
and 22.01.2018. Requisite quorum was present for all the meetings.
Directors' Attendance Record
Attendance of Directors at the Board Meetings during 2017-18 and at the last Annual General Meeting (AGM) held on 29th
September, 2017.
Sr. Name of Director No. of Board Meetings held during No. of Board Meetings Attendance at
No. the tenure of Directorship attended Last AGM
1 Dr. J. N. Singh,IAS 5 3 Not Attended
2 Dr. Rajiv Kumar Gupta, IAS 5 5 Attended
3 Shri Anil Mukim, IAS 5 4 Not Attended
4 Smt. Mamta Verma,IAS 5 5 Attended
5 Prof. Arvind Sahay 5 4 Not Attended
6 Shri C. S. Mani 5 4 Attended
7 Shri Sunil Parekh 5 4 Not Attended
8 Shri Piruz Khambhatta 5 3 Attended
9 Shri V. D. Nanavaty 5 3 Attended
54
Other Directorship / Committee position of Directors
Number of Directorship and Committee position held by the Directors as on 31st March, 2018.
Sr. Name of Director No. of other Directorships* No. of Committee position held in
other Companies**
As Chairman As Member
1 Dr. J. N. Singh, IAS 9 2 None
2 Smt. Mamta Verma, IAS 8 None 2
3 Prof. Arvind Sahay 1 1 1
4 Shri C. S. Mani 2 None 2
5 Shri Sunil Parekh 2 None None
6 Shri Piruz Khambhatta None None None
7 Dr. Rajiv Kumar Gupta, IAS 3 None None
8 Shri V. D. Nanavaty 2 None None
In accordance with Regulation 26(1) of Listing Regulations -
* Other Directorship include directorship of all public companies whether listed or not and do not include directorship of
all other companies including private limited companies, foreign companies and companies under Section 8 of the
Companies Act, 2013 (here-in-after referred to as ‘the Act’); and
** Chairmanship / Membership of only Audit Committee and Stakeholders Relationship Committee.
Notes :
(i) None of the Directors on the Board is related to any other Director.
(ii) None of the Directors has any material pecuniary relationship or transaction with the Company.
(iii) None of the Directors has received any loans or advances from the Company during the year.
(iv) None of the Directors on the Board are Independent Directors of more than seven listed companies.
Membership / Chairmanship of Committees of the Board
None of the Directors is a Member in more than 10 Committees or Chairman of more than 5 Committees across all
Companies in which he/she is a Director. Necessary disclosures regarding Committee positions held in other public limited
companies have been made by the Directors.
Information supplied to the Board
Requisite information as specified in Part - A of Schedule II of Regulation 17 of the Listing Regulations are made available
to the Board of Directors, whenever applicable, for discussions and consideration at the Meeting. Agenda Papers are
circulated to Directors in advance so as to have the focussed and meaningful discussion at the meeting. At every Board
Meeting, a presentation is made on the matters covering finance, marketing, operations and any other material/ significant
developments. In case of business exigencies or urgency of matters, resolutions are passed by Circulation and the same is
put-up to the Board / Committee in the next meeting for taking note thereof. Action Taken Report on the decisions taken at
the previous Board / Committee Meetings is placed at their immediately succeeding Meetings for noting.
As required under the Act and Listing Regulations, the Board has constituted mandatory committees. Meetings of the
Committees are held, whenever need arises. Minutes of all Committee Meetings are placed before the Board for taking
note thereof.
The Board periodically reviews the compliance reports of laws applicable to the Company as also the steps taken to rectify
non-compliances, if any.
Disclosure regarding appointment/ reappointment of Director(s)
Information as required under Regulation 36(3) of the Listing Regulations is annexed to the Notice of AGM.
Code of Conduct
The Board has laid down a Code of Conduct for all Board Members inter alia incorporating the duties of Independent
Directors as laid down in the Act. The Board has also laid down the Code of Conduct for Senior Management Personnel of
the Company. These Codes set ethical standards for Directors and Senior Management Personnel. Both the Codes are
available on Company's website viz. www.gnfc.in All Board Members and Senior Management Personnel have affirmed
their compliance with the said Code of Conduct. A declaration to this effect signed by the Managing Director for FY 2017-
18 is annexed to this Report.
55
COMMITTEES OF THE BOARD
The committee constituted by Board play an important role on governannce structure of the Comapany.The Committees
are in line with SEBI (LODR) Regulations , 2015 and Companies Act , 2013.The minutes of the committee meetings are
tabled at Board Meetings.
Composition of Committees Of Directors
Your Company has following Board level Committees :
A. Audit Committee B. Nomination and Remmuneration Committee
C. Corporate Social Responsibility Committee D. Stakeholders Relationship Committee
E. Project Committee F. Human Resource Development Committee
Various Committees of Directors have been appointed by Board for making informed decisions in best interest of the
company.These committees monitor the activites falling within their respective terms of reference.The Board's Committees
are as follows :
A. AUDIT COMMITTEE
Constitution & Composition
Audit Committee seeks to ensure better Corporate Governance and provides assistance to the Board of Directors in
fulfilling the Board's overall responsibilities. Audit Committee is constituted in accordance with Regulation 18 of the
Listing Regulations read with Section 177 of the Act.
Audit Committee presently comprises of Three (3) Independent Directors viz.
• Shri C.S. Mani, Chairman
• Shri Piruz Khambatta
• Shri Sunil Parekh
Managing Director of the company is a permanent invitee .

All Members possess good knowledge of finance and accounts.
The Company Secretary acts as Secretary of the Committee.
Terms of Reference
The terms of reference of Audit Committee is in line with SEBI (LODR) Regulations, 2015 read with Section 177 of the
Act, which, inter-alia, include - (i) Review of Quarterly and Annual Financial Statements with the Management before
submission to the Board for approval; (ii) Recommendation for appointment, remuneration and terms of appointment
of Auditors of the company (iii) Review of adequacy of Internal Control Systems and procedures; (iv) Evaluation of
internal financial controls and Risk Management Systems; and (v) Review of reports furnished by the Internal Auditors.
Number of Meetings
During FY 2017-18, four Meetings of the Audit Committee were held with a time-gap of not more than 120 days
between any two meetings. The dates on which the said meetings were held are : 29.05.2017, 4.08.2017, 8.11.2017,
and 22.01.2018. Requisite quorum was present for all the meetings.
Attendance at the Meetings
Attendance of each Member at the Audit Committee Meetings held during 2017-18.
No. Name of Member No. of Meetings held during the tenure No. of Meetings
of Membership Attended
1 Shri CS Mani 4 3
2 Shri Sunil Parekh 4 4
3 Shri Piruz Khambhatta 4 3
4 Dr. Rajiv Kumar Gupta, IAS* 4 4
*Attended meetings as permanent invitee.
Shri CS Mani, Chairman of Audit Committee remained present at the AGM of the company held on 29th September, 2017.
56
Statutory Auditors, Internal Auditors and Senior Management Personnel also attend the meetings by invitation. Cost
Auditor attend the meeting by invitation, where the Cost Audit Report is discussed.
The recommendations of the Audit Committee are placed before the Board for its consideration and approval.
B. NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the "Nomination and Remuneration Committee" in compliance with Section 178 of the Companies
Act, 2013 and Regulation 19 of Listing Regulations.
This Committee presently comprises of Three (3) Directors viz.
• Shri Piruz Khambatta, Chairman
• Prof. Arvind Sahay and
• Shri CS Mani.
All Members are Non-Executive and Independent Directors.
Terms of Reference
The terms of reference of the Committee, inter-alia, include - (i) 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 for their
appointment and removal; and (ii) Formulation of criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and
other employees.
Number of Meetings and Attendance
During FY 2017-18, one meeting of the committee was held on 13.07.2017.All directors of the committee attended the said
meeting.
Performance Evaluation Criteria For Independent Directors
Evaluation of Independent Director shall be carried out by the entire Board in the same way as it is done for other Directors of
the Company keeping in view the role and responsibility of Independent Directors as mentioned in Schedule - IV to the Act. The
interested Director shall not participate in the evaluation/s.
An Independent Director shall also be evaluated on the following parameters:
(1) Exercise of objective independent judgment in the best interest of the company.
(2) Ability to contribute to and monitor Corporate Governance practice.
(3) Adherence to the Code of Conduct for Independent Directors
C. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee was constituted in compliance with Section 135 and Schedule-VII of the Act. This
Committee presently comprises three (3) Directors viz
• Prof. Arvind Sahay , Chairman, Non-Executive & Independent Director
• Shri Sunil Parekh , Non-Executive & Independent Director and
• Dr. Rajiv Kumar Gupta, IAS, Managing Director , Executive & Non-Independent Director (Till 15.7.2018)
• Shri M S Dagur, IAS, Managing Director, Executive & Non-Independent Director (w.e.f. 16.7.2018)
Terms of Reference
The terms of reference of the Committee, inter alia, include - (i) Formulation and recommendation to the Board a CSR Policy
indicating CSR projects / programs / activities to be undertaken falling within the purview of Schedule-VII of the Act; (ii)
Developing the process of monitoring CSR projects / programs / activities stated in CSR policy from time to time; and (iii)
Ensuring that the company spends on CSR Activities, in every financial year, at least 2% of the average Net Profits made during
the three immediately preceding financial years in pursuance of its CSR policy.
57
Numbers of Meetings & Attendance
During FY 2017-18, one meeting of the committee was held on 25.07.2017. Requisite quorum was present for the meeting.
D. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constitued in compliance with Section 178 of the Act and Regulation 20 of the
Listing Regulations.
This Committee presently comprises three Directors viz.
• Shri CS Mani, Chairman , Non-Executive & Independent Director
• Smt. Mamta Verma, IAS , Non-Executive & Independant Director and
• Dr.Rajiv Kumar Gupta, IAS, Executive& Non-Independent Director (Till 15.7.2018).
• Shri M S Dagur , IAS, Managing Director , Executive & Non-Independent Director (w.e.f. 16.7.2018)
Terms of Reference
The Committee amongst others specifically looks into the issues relating to shareholders such as registration of transfer of
shares, issue of share certificates, redressal of shareholders' complaints relating to transfer of shares, non-receipt of Annual
Reports / Dividend, etc. This Committee has been delegated authority by the Board to approve transfer / transmission of shares,
issue of duplicate share certificates, dematerialisation and re-materialisation of shares, review of status of redressal of complaints,
etc. With a view to expediting the process of share transfers, the Board has also delegated the power to Company Secretary to
approve transfer / transmission of shares.
Number of Meetings and Attendance
During FY 2017-18, Eleven(11) meetings of the Committee were held. Dates on which the said meetings were held are -
28.04.2017, 29.05.2017, 30.06.2017, 4.08.2017, 4.09.2017, 12.10.2017, 13.11.2017, 21.11.2017,18.12.2017,30.01.2018 and
10.03.2018.
No. Name of Member No. of Meetings held during the tenure No. of Meetings
of Membership Attended
1 Shri CS Mani 11 9
2 Smt. Mamta Verma, IAS 11 7
3 Dr. Rajiv Kumar Gupta, IAS 11 11
COMPLIANCE OFFICER
Shri T.J. Lakhmapurkar, Company Secretary is the Compliance Officer of the Company for complying with the requirements of
SEBI (LODR) Regulations, 2015 as also of SEBI (Prohibition of Insider Trading) Regulations, 2015.
INVESTORS’ GRIEVANCE REDRESSAL
During the year total 16 complaints were received from shareholders and all were resolved. As on 31st March, 2018, no
complaint was pending for redressal, no share transfer was pending for registration and no request for dematerialization of
shares was pending for confirmation.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors, without the attendance of Non-Independent Directors and Members of Management
was held on 13.03.2018 as required under Schedule IV to the Companies Act, 2013 read with Regulation 25(3) of the Listing
Regulations.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A system is in place to familiarize the Independent Directors about the company by providing a Director's pact covering the
details about the company such as operational & financial highlights, various plants with installed capacity and products
manufactured by the company, CSR activities, etc., their role, rights & responsibility, the nature of industry in which the company
operates, business model of the company, etc. While considering quarterly and Annual Financial Results, a presentation is
made to the Audit Committee and Board, inter-alia, covering operational and financial performance of the company.
The familiarization programme is disclosed on Company’s website and can be accessed at web link - https://www.gnfc.in/
PDFandWORD/Familarisation-of-IDs.pdf
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REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL / SR. MANAGEMENT PERSONNEL AND PERFORMANCE
EVALUATION OF DIRECTORS
The Board has approved "Nomination, Remuneration & Evaluation Policy" based on the recommendation of Nomination &
Remuneration Committee. The said policy, interalia, deals with composition and functioning of Nomination & Remuneration
Committee, procedure for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management
Personnel (SMP), remuneration to Directors, KMP and SMP, performance evaluation of Directors, Board Diversity and criteria for
performance evalution of Directors.
The Company has in place various grades for the purpose of remuneration to its employees including Senior Executives. KMP and
SMP draw the remuneration of their respective grade and as per the terms & conditions of their appointment.
Details of remuneration paid to Directors
Managing Director
Dr. Rajiv Kumar Gupta, IAS, Additional Chief Secretary to Government of Gujarat (GoG), Labour & Employment Department, was
holding additional charge of the post of Managing Director w.e.f. 02.05.2013 till 15.07.2018. No remuneration was paid to him
for holding the additional charge of Managing Director for FY 2017-18. With effect from 16.07.2018, Shri M. S. Dagur is
appointed as Managing Director of the company for a period of 2 years, subject to approval of shareholders at the Annual
General Metting scheduled on 29.09.2018.
Non-Executive Directors
Remuneration of Non-Executive Directors (NEDs) is decided by the Board. NEDs are paid remuneration by way of Sitting Fees
only for attending Board or Committees Meeting(s). They were paid sitting fees @ Rs.15,000/- per meeting attended by them
during FY 2017-18.
Details of Sitting Fees paid to Non-Executive Directors during 2017-18.
Sr. No. Name of Director Sitting Fees paid
1. Dr. J.N. Singh, IAS 45,000/-*
2. Shri Anil Mukim, IAS1 55,000/-*
3. Smt. Mamta Verma, IAS 1,75,000/-*
4. Shri CS Mani 2,35,000/-
5. Prof. Arvind Sahay 1,00,000/-
6. Shri Sunil Parekh 2,35,000/-
7. Shri V.D. Nanavaty 40,000/-
8. Shri Piruz Khambatta NIL
1
Resigned from Board w.e.f.7.03.2018 * Amount deposited in Government Treasury
Equity shares held in the Company by Non-Executive Directors
None of the Non Executive Directors were holding company's equity shares as on 31st March, 2018. The Company has not issued
any convertible instruments. Besides, the Company has also not granted any stock option to its Directors.
General Body Meetings
(a) Annual General Meeting (AGM)
During the preceeding three years, company’s AGM were held at the Registered Office of the Company at Open Air Theatre,
Sports Complex, Narmadanagar Township, P.O. Narmadanagar – 392 015. Dist. Bharuch. The date and time of AGMs held
during last three years and the Special Resolutions passed thereat are as follows :
Year Date of AGM Time Special Resolution passed

2016-17 29.9.2017 11:30 AM i) Re-Appointment of Shri C.S.Mani as an Independent Director
ii) Re-Appointment of Prof. Arvind Sahay as an Independent Director
2015-16 30.9.2016 11:30 AM None
2014-15 26.9.2015 3.00 PM Adoption of new set of Articles of Association of the Company in confirmity with
the Companies Act, 2013.
All resolutions moved at the last Annual General Meeting were passed with requisite majority.
59
(b) Extra-ordinary General Meeting
No Extra-ordinary General Meeting of Members was held during FY 2017-18.
Postal Ballot
No postal ballot was conducted during FY 2017-18. No resolution is proposed to be passed through postal ballot at the
forthcoming Annual General Meeting.
DISCLOSURES
Related Party Transactions
The company has formulated a policy on Related Party Transactions which is available on Company's website and can be
accessed at web link - http://www.gnfc.in/PDFandWORD/Related-Party-Transactions-Policy.pdf
During FY 2017-18, the Company had not entered into any contract / arrangement / transaction with Related Parties, which
could be considered material in accordance with the policy on RPTs. In terms of the omnibus approval granted by Audit
Committee, a Statement in the summary form of transactions with Related Parties, which are routine and repetitive in nature, in
the ordinary course of business and on arm's length basis is periodically placed before the Audit Committee for review and
approval. None of the transactions with Related Parties were in conflict with company's interest.
Accounting treatment
The Company has followed Indian Accounting Standards (Ind AS) in the preparation of Financial Statements for accounting
period for F.Y.2017-2018 as per the road map announced by the Ministry of Corporate Affairs, Government of India. The
significant accounting policies which are consistently applied are set out in the Notes to Financial Statements.
Details of Non-compliance
The Company has complied with the requirements of Regulatory Authorities. No penalty / stricture was imposed on the Company
by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during last three
financial years.
Risk Management
The Company has laid down procedures to inform the Board Members about the risk assessment and risk mitigation mechanism.
Risk Management Report is periodically reviewed by the Audit Committee / Board.
Reconciliation of Share Capital Audit
In compliance with Regulation 55A of SEBI (Depositories & Participants) Regulations, 1996, reconciliation of Share Capital
Audit on a Quarterly basis for the purpose of reconciliation of share capital held in dematerialized form with NSDL & CDSL and
those held in physical form with total issued and listed capital of the Company, was carried out by a qualified Practicing Company
Secretary (PCS).
The Audit Report issued by PCS certifies about reconciliation of total admitted capital with both depositories and the total issued
and listed capital of the company.Such Quarterly reports are submitted to BSE & NSE within 30 days from the end of each
quarter and also placed before the Board.
Code of prevention of Insider Trading Practices
The Company has in place a Code of Conduct for Prevention of Insider Trading under SEBI (Prohibition of Insider Trading)
Regulations, 2015. With a view to regulate trading in securities by the designated persons, the Code lays down the guidelines,
which advises the designated persons, on the procedures to be followed and disclosures to be made by them, while dealing in
Company’s shares and cautioning them of the consequences of violations.
The Company has adopted the “Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information”,
as required under the said Regulations.
Vigil Mechanism Cum Whistle Blower Policy
The Company has in place "Vigil Mechanism-cum-Whistle Blower Policy" to provide a formal mechanism to the directors and
employees to report their genuine concerns about the unethical behaviour, actual or suspected fraud, etc. The mechanism
provides for adequate safeguards against victimization of employees, who use such mechanism. During the year, no employee
was denied access to the Audit Committee. The policy is displayed on the Company's website and can be accessed at link
https://www.gnfc.in/ PDFand WORD/Vigill-Mechanism-Cum-Whistle%20 Blower-Policy_21102014.pdf
60
CEO / CFO Certification
In terms of Regulation 17(8) of the Listing Regulations, the Managing Director (CEO) and Chief Financial Officer (CFO) have given
Annual Certification on financial reporting and internal controls to the Board. They have also given quarterly certification on
unaudited financial results to the Board under Regulation 33(2) of the Listing Regulations.
Subsidiary Company
The Company has incorporated a Wholly Owned Subsidiary (WOS) in the name of "Gujarat Ncode Solutions Limited" on 28th
February, 2017. The Minutes of Board Meetings of WOS are placed before the company's Board regularly.Since the date of
incorporation till the date of this report, the said company has not commenced its commercial activities. The Company does not
have any material subsidiary.
Foreign exchange risk and hedging activities.
During FY 2017-18, the Company managed the foreign exchange risk and hedged to the extent considered necessary. The
Company enters into forward contracts for hedging (including natural hedging) foreign exchange exposures against imports and
exports.
Compliance with Corporate Governance Requirements specified in Listing Regulations
The Company has complied with the requirements of sub-paras (2) to (10) of Part-C to Schedule-V to the Listing Regulations.
The Company has also complied with Corporate Governance requirements speciifed in Regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 of the Listing Regulations and necessary disclosures thereof have been made in this
Corporate Governance report. A Certificate as to the compliance of conditions of Corporate Governance issued by Practising
Company Secretary is appended with this report.
Management Discussion & Analysis
Management Discussion & Analysis Report forms part of the Annual Report and include discussions on various matters specified
under Regulation 34(3) and Schedule-V of the Listing Regulations.
Means of Communication
The Company has its own fuctional website viz. www.gnfc.in which provides various information about the Company. A separate
dedicated section on “Shareholders” contains useful information and allows the investors to access the same at their convenience.
The Quarterly, Half-yearly and Annual Financial Results are regularly submitted to the Stock Exchanges, published in prominent
English and Gujarati daily news-papers and are displayed on the Company’s Website. The quarterly Shareholding Pattern,
Corporate Governance Report, Annual Reports, official press releases and significant development, if any about the company
and other information as required to be disclosed under Regulation 30(8) and Regulation 46 of Listing Regulations are also
displayed on the Company’s Website.
All disclosures like Shareholding pattern, Corporate Governance Report, Financial Results, etc., are filed with BSE and NSE
electronically on NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre.
COMPLIANCE
Mandatory Requirement
The Company is fully compliant with the applicable mandatory requirements of the Listing Regulations.
Adoption of Discretionary requirements
• Auditors' Report on Audited Financial Statements (Standalone and Consolidated) for FY 2017-18 do not contain any
modified opinions.
GENERAL SHAREHOLDER INFORMATION
Annual General Meeting
Day : Saturday
Date : 29th September, 2018
Time : 11:00 AM
Venue : At the Registered Office of the Company at Open Air Theatre, Sports Complex, Narmadanagar Township,
P. O. Narmadanagar - 392 015, District : Bharuch.
61
Financial Year : 1st April to 31st March.
Financial Calendar : (Tentative)
Results for the Quarter ending on Announced / will be announced by
* 30th June, 2018 : 9th August, 2018
* 30th September, 2018 : 14th November, 2018
* 31st December, 2018 : 14th February, 2019
* 31st March, 2019 : 30th May, 2019
Book Closure :
Closure of Register of Members
and Share Transfer Books : Saturday, the 25th August, 2018 to Wednesday, 29th August, 2018 (both days inclusive)
Dividend Payment Date : Dividend of Rs.7.5/- per equity share of Rs.10/- each will be paid on or after
8th October, 2018, subject to the approval by the Shareholders at the Annual General
Meeting.
Corporate Identity No.(CIN) : L24110GJ1976PLC002903
Listing :
Equity shares of the Company are presently listed with the following two Stock Exchanges:
1) National Stock Exchange of India Limited (NSE)
Exchange Plaza, 5th Floor, Bandra-Kurla Complex, Bandra (E), Mumbai-400051
2) BSE Limited
PJ Towers, Dalal Street, Mumbai-400001
GDRs issued by the Company which were listed in the International Market of Luxembourg Stock Exchange , have been
voluntarily delisted by the company w.e.f. December 12, 2017.
Listing Fees to Stock Exchanges
The Company has paid Annual Listing Fees to NSE and BSE for FY 2018-19.
Custodial Fees to Depositories
The Company has also paid custodial fees to National Securities Depository Ltd., and Central Depository Services (India) Ltd.,
for FY 2018-19.
OTHER DETAILS
Details of Security
ISIN for the Company’s equity shares is : INE113A01013. The Stock Code of Company’s equity shares at BSE Ltd., Mumbai is
“500670” and at National Stock Exchange of India Ltd., Mumbai, is “GNFC EQ”.
Stock Market Price Data
Monthly High & Low of Company's share price on BSE Limited and National Stock Exchange of India Ltd., during FY 2017-18.
(Amount in Rs.)
MONTH BSE NSE
High Price Low Price High Price Low Price
April-17 306.95 267.15 306.75 267.50
May-17 322.95 260.25 322.70 260.00
June-17 309.10 259.35 310.00 259.20
July-17 316.70 271.00 316.80 270.20
August-17 307.50 253.60 307.70 255.00
September-17 347.70 295.65 347.80 295.40
October-17 548.50 306.50 548.50 307.10
62
MONTH BSE NSE
High Price Low Price High Price Low Price
November-17 526.05 422.25 526.50 422.00
December-17 505.00 426.60 505.00 425.60
January-18 547.00 463.15 547.40 462.50
February-18 508.00 397.95 508.40 395.25
March-18 442.00 362.90 442.00 362.70
STOCK PERFORMANCE : 2017-18

STOCK PERFORMANCE VS BSE INDEX
MONTH SENSEX HIGHEST GNFC HIGHEST (in Rs.)
April-17 30184.22 306.95
May-17 31255.28 322.95
June-17 31522.87 309.10
July-17 32672.66 316.70
August-17 32686.48 307.50
September-17 32524.11 347.70
October-17 33340.17 548.50
November-17 33865.95 526.05
December-17 34137.97 505.00
January-18 36443.98 547.00
February-18 36256.83 508.00
March-18 34278.63 442.00
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STOCK PERFORMANCE VS S&P CNX NIFTY
MONTH SENSEX HIGHEST GNFC HIGHEST (in Rs.)
Apr-17 9367.15 306.75
May-17 9649.60 322.70
Jun-17 9709.30 310.00
Jul-17 10114.85 316.80
Aug-17 10137.85 307.70
Sep-17 10178.95 347.80
Oct-17 10384.50 548.50
Nov-17 10490.45 526.50
Dec-17 10552.40 505.00
Jan-18 11171.55 547.40
Feb-18 11117.35 508.40
Mar-18 10525.50 442.00
Investors’ Services:
The Company is registered with the Securities & Exchange Board of India (SEBI) as an in-house Share Transfer Agent - Category
- II. Entire work relating to registration of physical transfer of shares as well as dematerialisation / rematerialisation of
securities is handled by the Company in-house.
Share Transfer System:
Equity shares in physical form lodged for transfer with the Company are processed within 15 days from the date of lodgement.
All requests for dematerialisation of shares are also processed within 15 days from the date of lodgement. The complaints
received from investors and other miscellaneous correspondence regarding change of address, particulars of bank account,
dividend payment mandate etc., are processed generally within 15 days from the receipt thereof.
The Board has delegated the authority for approving transfer / transmission of shares, etc., to Company Secretary. A summary
of transfer / transmission of shares, etc., so approved by the Company Secretary is placed before the Stakeholders Relationship
Committee. The Company obtains from a Company Secretary in Practice, half yearly Certificate to the effect that all share
certificates have been issued within 30 days of the date of lodgment of transfer, sub-division, consolidation and renewal as
required under Regulation 40(9) of the Listing Regulations and files a copy of the said Certificate with BSE and NSE.
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DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2018
Sr. Category of Equity Shares No. of Share holders % to total Share No. of Shares % to Total Equity
No. holders Capital
1 1 to 250 221368 90.62 15232284 9.80
2 251 to 500 12642 5.18 4765983 3.07
3 501 to 1000 5599 2.29 4426250 2.85
4 1001 to 2000 2301 0.94 3521122 2.27
5 2001 to 3000 786 0.32 2013121 1.30
6 3001 to 4000 332 0.14 1193196 0.77
7 4001 to 5000 293 0.12 1385112 0.89
8 5001 to 10000 433 0.18 3190891 2.05
9 10001 and above 505 0.21 119690824 77.00
TOTAL 244259 100.00 155418783 100.00
SHAREHOLDING PATTERN OF THE COMPANY AS ON 31ST MARCH, 2018
Sr. No. Category of Shareholders Total No. of Shares % to Total Equity Capital
1 Promoters & Promoters Group 64006713 41.18
2 Mutual Funds & UTI 7020431 4.52
3 Banks/ Financial Institution & Insurance Companies 16394202 10.55
4 Foreign Institutional Investors (FIIs) 850 0.00
5 Foreign Portfolio Investors (FPIs) 14528890 9.35
6 NRIs / OCBs 2726173 1.75
7 Bodies Corporates 6766167 4.35
8 Co-operative Societies 339650 0.22
9 Indian Public 41450784 26.67
10 Shares In Pool A/c ( As reported by Depositories) 570832 0.37
11 Shares held by Custodians and against which Depository
Receipts have been issued 73740 0.05
12 I E P F A/C 1540351 0.99
TOTAL 155418783 100.00
Dematerialization of Shares & Liquidity:
As on 31st March, 2018, 94.04% of the shares were held in dematerialized form and remaining shares in physical form. As
notified by SEBI, the equity shares of the Company are permitted to be traded only in dematerialized form.
Shares held in “Unclaimed Suspense Account” :
Statement showing the details of delivery of unclaimed shares given to shareholders during the period from 1st April, 2017 to
31st March, 2018 as per Clause 39(4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense
Account as on 31.03.2018 :
Sr. No. Particulars No. of Shareholders No. of Shares
(i) Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the beginning of the year. 4074 166977
(ii) Number of shareholders who approached the Company for transfer of
shares from the Unclaimed Suspense Account during the year. 23 925
(iii) Number of shareholders to whom shares were transferred from the
Unclaimed Suspense Account during the year. 23 925
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Sr. No. Particulars No. of Shareholders No. of Shares
(iv) No. of Shares liable to be transferred to IEPF Authority Demat A/C as per
IEPF Authority Rules and hence transferred on 30-11-2017. 3238 121479
(v) Aggregate number of shareholders and the outstanding shares lying in the
Unclaimed Suspense Account at the end of the year. 813 44573
Notes :
1. All corporate benefits in terms of securities accruing on such shares viz. bonus shares, split etc. shall also be credited to
such Unclaimed Suspense Account.
2. The voting rights on such shares shall remain frozen till the rightful owner claims the shares.
3. This Account is being held by the Company purely on behalf of the shareholders entitled for their unclaimed shares.
Outstanding GDRs:
14,748 GDRs were outstanding as on 31st March, 2018 which represents 73,740 equity shares. There are no other outstanding
instruments convertible into equity shares in future.
Plant Locations :
All the manufacturing Plants of the Company are located at the Registered Office situated at P.O. Narmadanagar - 392 015, Dist.
Bharuch. The Company has set up a 50,000 MTPA TDI-II Project at P.O. Dahej - 392130, Taluka - Vagra, Dist. Bharuch.
Activities in the area of Information Technology (IT) are being carried out at the Registered Office as also at GNFC Infotower, 3rd
Floor, Bodakdev, Gandhinagar-Sarkhej Highway, Ahmedabad - 380 054 and at GIFT City, 14th Floor, GIFT One Road, 5-C Zone-
5, Gandhinagar - 382355.
Address for Correspondence:
All correspondence relating to Company's shares should be forwarded to:
Investor Service Centre
Secretarial & Legal Department
Gujarat Narmada Valley Fertilizers & Chemicals Ltd
'Narmada House', Corporate Office,
P.O. Narmadanagar - 392 015, Dist. Bharuch.
Phone : 02642 247002 (Extn : 2208), 02642 - 662227 / 662240 / 662282
Telefax : 02642 - 247084, E-mail : [email protected]
Exclusive E-mail ID for redressal of Investors' Complaints
The Company has designated E-mail ID "[email protected]" exclusively for the purpose of registering complaints by investors.
Declaration regarding compliance of Company’s Code of Conduct by the Board Members and
Senior Management Personnel.
To the Members of Gujarat Narmada Valley Fertilizers & Chemicals Ltd.
Sub : Compliance with Code of Conduct - Financial Year 2017-18

In accordance with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, I here by declare that all the
Board Members and Senior Management Personnel have affirmed compliance with their respective Code of Conduct as adopted
by the Board of Directors of the Company, for the Financial Year ended 31st March, 2018.
Place : Gandhinagar DR. RAJIV KUMAR GUPTA, IAS

Date : 26th April, 2018 MANAGING DIRECTOR
66
CERTIFICATE BY PRACTICING COMPANY SECRETARY ON COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNMANCE AS PER PROVISIONS OF CHAPTER - IV OF SECURITIES & EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOUSURE REQUIREMENTS) REGULATIONS, 2015
To,
The Members of Gujarat Narmada Valley Fertilizers & Chemicals Limited
We have examined the compliance of conditions of Corporate Governance by Gujarat Narmada Valley
Fertilizers & Chemicals Limited ('the company')for the year ended 31stMarch, 2018 as stipulated in
Regulations 17 to 27 and clauses (b) to (i) of sub-Regulation (2) of Regulation 46 and para C, D and E of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (collectively referred to as 'SEBI Listing Regulations, 2015')
The compliance of conditions of Corporate Governance is the responsibility of the Company's

Management.Our examination was limited to a review of the procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as
stipulated in the said SEBI Listing Regulations, 2015. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based
on the representations made by the Directors and the Management of the Company, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing
Regulations, 2015, as applicable.
We state that as at 31st March, 2018, no investor grievance was pending for a period of one month
against the Company as per the records maintained by the Company and presented to Stakeholders
Relationship Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For Gaudana & Gaudana

(Company Secretaries)
(Formerly known as Arvind Gaudana & Company)
CS Arvind Gaudana
Place: Ahmedabad Senior Partner
Date : 3rd August, 2018 FCS No: 2838, C.P. No: 2183
67
IMPORTANT INFORMATION FOR SHAREHOLDERS
GREEN INITIATIVE
To support the Green Initiative of Government of India, the company sends Annual Report to the shareholders in electronic form
whose addresses are made available by the Depositories and/or Members since FY 2010-11. Members are requested to
register /update their e-mail address with their Depository Participant (DP) for the shares held in demat form or with the
company for shares held in physical form.
Nomination Facility
The Companies Act, 2013, provides facility for making nomination by shareholders in respect of their shares. Such nomination
facilitates transmission of shares from the name of deceased shareholder to his / her nominee without going through the time
consuming and cumbersome process of obtaining succession certificate / probate of the Will. It would be in the interest of
shareholders holding shares in single name to make such nomination without delay. Nomination will have to be made in Form
No SH-13, which is available on Company's website. In respect of shares held in electronic form, nomination may be directly
registered with DP.
Payment of Dividend
Dividend of Rs. 7.50 per equity share (75%) recommended by the Board of Directors of the Company for the financial year ended
31st March, 2018, will be paid to the shareholders on or after 8th October, 2018 subject to the approval of shareholders at the
Annual General Meeting (AGM).
Closure of Register of Members & Share Transfer Books for Dividend
The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, the 25th August, 2018 to
Wednesday, the 29th August, 2018, (both days inclusive) for determining the entitlement for payment of dividend.
Transfer of Dividend and corresponding Ordinary Shares to the Investor Education and Protection Fund
In accordance with the provisions of Section 124 and other applicable provisions, if any, of the Companies Act, 2013 and relevant
Rules made there under, the Company has transferred the dividend amount, remaining unclaimed for a period of seven years
from the respective date of transfer to "Unpaid Dividend Account" for the Financial Years 1994-95 to 2009-10 to Investor
Education & Protection Fund (IEPF), set up by the Central Government.
Shareholders may claim their unclaimed dividend for the years prior to and including the financial year 2009-10 and the
corresponding shares, from the IEPF Authority by applying in the prescribed Form No. IEPF-5. This Form can be downloaded
from the website of the IEPF Authority www.iepf.gov.in , the access link of which is also available on the Company's website
www.gnfc.in under the section 'Shareholders'.
The unclaimed dividend for the below mentioned years and the corresponding shares will be transferred by the Company to
IEPF in accordance with the schedule given below. In this regard, we have informed, vide our letter dated 16/07/2018, to all
those shareholders who have not claimed their dividend amount for a consecutive period of seven years from financial year
2010-11, advising them to write to the Investor Service Centre of the Company (ISC) and claim their dividend amount before due
date of transfer of shares to IEPF Authority. The due date of transfer of such shares to IEPF Authority is 23.10.2018.
Financial Year Dividend Identification No. Date of Declaration of Dividend Due Date for transfer to IEPF
2010-11 28 th
17-09-2011 October,2018
2011-12 29 th
22-09-2012 October, 2019
2012-13 30 th
21-09-2013 October, 2020
2013-14 31 st
26-09-2014 October, 2021
2015-16 32nd 30-09-2016 October, 2023
2016-17 33rd 29-09-2017 October, 2024
Furnishing Bank Mandate and PAN to the Company
Securities and Exchange Board of India (SEBI) has vide circular dated 20/04/2018 made it mandatory to make the payment of
dividend through electronic channel such as ECS/RTGS/NEFT or to print Bank Account details on Dividend Warrant/ Demand
Draft/Banker's cheque.
68
Members who hold physical shares and have not yet submitted their Bank details are requested to provide their Bank Account
and PAN details to the Company as this would enable them to receive the dividend directly in their Bank Account, thereby
avoiding postal delay / loss of dividend warrants in postal transit.
Bank Mandate Form for furnishing bank account details has been provided on Page No.199 of this Annual Report and is also
available on Company's website: www.gnfc.in.
Transfer of shares in Dematerialized Form only
Securities and Exchange Board of India (SEBI) has vide its notification dated 08/06/2018 amended Regulation 40 of SEBI
(LODR) Regulations, 2015, mandating the transfer of securities to be carried out only in Dematerialized Form.
Further, Stock Exchanges have also informed the company that request for effecting transfer of securities shall not be proceed
unless the securities are held in Dematerialized Form with the Depositories w.e.f. 05/12/2018. In this regards we have informed,
vide our letter dated 20th August, 2018, to all those shareholders holding shares in physical form to get their shares dematerialized
before last date.
E-Voting
Pursuant to Section 108 of the Companies Act, 2013 and Regulation 44 of SEBI (Listing obligations & Disclosure Requirements)
Regulations, 2015, the Company is providing facility to its Members to exercise their vote by electronic means through CDSL in
respect of the business to be transacted at this AGM. The Company has fixed 22nd September, 2018 as cut-off date for determining
the voting rights of shareholders. The remote e-voting will commence at 9.00 AM on 26-09-2018 and will close at 5.00 PM on
28-09-2018.
SOME IMPORTANT NOTES:
1. Members desirous of obtaining information as regards the Accounts are requested to write to the Company at least fifteen
(15) days before the date of Meeting, so as to enable the Company to make the information available at the Meeting.
2. Members holding shares in Dematerialised form are requested to send their instructions regarding change of address,
details of Bank Account, Nomination, Power of Attorney, E-mail address etc. directly to their Depository Participant (DP)
with whom the Demat Account is maintained.
3. In case of death of shareholder, the surviving / legal heir of deceased are requested to submit following documents to the
Company for transmission of shares
In case where the shares are held jointly by the shareholder(s) ;
a. An application for deletion of name duly signed by the surviving shareholder(s).
b. Attested copy of Death Certificate of deceased shareholder(s).
c. Attested copy of PAN Card of surviving shareholder(s).
d. Original Share Certificate(s).
In case where the shares are held in Single Name.
a. An application for transmission of shares duly signed by the legal heir of the deceased shareholder(s).
b. An attested copy of Death Certificate of the deceased shareholder(s).
c. Attested copy of Certificate giving details of all legal heir(s) / Pedigree (Pedhi Nama) issued by any Competent Authority.
d. Attested copy of the PAN Card(s) of legal heir(s) in whose name the shares are to be transmitted.
Procedure for transposition of names in shares:
a. An application for transposition of name duly signed by all the Share holder(s).
b. Original Share Certificates. and Self attested copy of the PAN Card(s) of all the Share holder(s).
REGARDING ANNUAL REPORT / ANNUAL GENERAL MEETING
1. The Company has sent to the Members, Attendance Slip along with Annual Report. Kindly bring with you Attendance Slip
and handover the same at the entrance of place of Meeting.
2. Arrangement for Buses from ST Depot, Bharuch to the place of Meeting will be made by the Company on the day of
Meeting from 9.30 A.M. onwards as the meeting is scheduled to be held at 11.00 A.M.
69
TO THE MEMBERS OF GUJARAT NARMADA VALLEY FERTILIZERS &
CHEMICALS LIMITED
INDEPENDENT
Report on the Standalone Ind AS Financial Statements
AUDITORS'
We have audited the accompanying standalone Ind AS financial statements of Gujarat Narmada
REPORT Valley Fertilizers & Chemicals Limited (“the Company”), which comprise the Balance Sheet
as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other
Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for
the year then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting
Standards) Rules, 2015, 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial
statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified
under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and
fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors,
as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including
other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
70
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s report) Order, 2016 (“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 1 a statement on the matters specified in paragraphs 3
and 4 of the Order.
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 purpose 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, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash
Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian
Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2018, 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 over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) 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, 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 Ind AS
financial statements – Refer Note 36 to the standalone Ind AS financial statements;
ii. The Company did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company;
For S R B C & CO LLP

Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Sukrut Mehta
Place of Signature: Ahmedabad Partner
Date: April 23, 2018 Membership Number: 101974
71
Annexure 1 referred to in paragraph on Report on Other Legal and Regulatory Requirements of our report
of even date of Gujarat Narmada Valley Fertilizers & Chemicals Limited for the year ended March 31, 2018
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a program of verification of property, plant and equipment to cover all the items in a phased manner
over a period of 3 years 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 fixed assets were physically verified by the management during the year. No
material discrepancies were noticed on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties,
included in property, plant and equipment are held in the name of the Company. In respect of immovable properties of
land that have been taken on lease and disclosed as property, plant and equipment (Note 4) in the financial statements,
the lease agreements are yet to be entered in the name of the Company, although the Company is the lessee as per the
arrangement.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material
discrepancies were noticed on such physical verification.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other
parties covered in the register maintained under Section 189 of the Companies Act, 2013.Accordingly, the provisions of
clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced loans to
directors / to a Company in which the Director is interested to which provisions of section 185 of the Companies Act, 2013
apply and hence not commented upon. In our opinion and according to the information and explanations given to us,
provisions of section 186 of the Companies Act 2013 in respect of loans and advances given, investments made and, guarantees,
and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance
of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central
Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture
of fertilizer and industrial products, and are of the opinion that prima facie, the specified accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund,
Income-Tax, Sales-Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods and Service Tax, cess and other
material statutory dues applicable to it. The provision of employees’ state insurance is not applicable to the Company.
(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales Tax, Service Tax, Customs
Duty, Excise Duty, Value Added Tax, Goods and Service Tax, cess and other material statutory dues in arrears as at March
31, 2018 for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of Excise Duty, Service Tax, Customs Duty, Sales Tax and
Value Added Tax on account of any dispute, are as follows:
72
Forum where Period to which Amount involved Amount Unpaid*
Name of Nature of dispute is the amount (Rs. in Crores) (Rs. in Crores)
Statute dues pending relates
Central Excise Duty CESTAT, 1997-2002 1.93 1.19
Excise Act, Ahmedabad 2002-2005 0.06 0.01
1944 2010-2016 1.03 0.95
Commissioner 2015-2016 0.52 0.50
Appeals, Vadodara
Supreme Court, 2003-2005 12.14 5.69
New Delhi
Finance Act, Service Tax CESTAT, 2011-2014 22.37 19.24
1994 Ahmedabad
Customs Act, 1962 Customs Duty Commissioner 2005-2008 123.57 118.57
Appeals –Customs,
Mumbai
Central Sales Gujarat Value added 2006-2007 12.41 11.91
Tax Act, Tax tribunal,
1994/Gujarat Ahmedabad 2007-2008 17.19 16.69
Value Added Joint 2008-2011 28.49 20.36
Tax Act, 2004 Commissioner
Value Added of Commercial 2012-2013 12.08 5.19
Tax/Central Tax, Vadodara
Maharashtra Sales Tax/ Joint 2010-2011 0.05 0.05
VAT Act, Entry Tax Commissioner
2002 of Sales Tax,
Pune
Madhya VAT Appellate 2015-2016 0.11 0.10
Pradesh VAT Authority,
Act, 2002 Bhopal
* Net of amounts paid under protest
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment
of loans or borrowings to financial institutions, banks and the government. The Company has not issued any debentures.
(ix) According to the information and explanations given by the management, the Company has not raised any money way of
initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) of the Order is not
applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and according to the information and explanations given by the management, we report that no fraud by the Company or no
fraud / material fraud on the Company by the officers and employees of the Company has been noticed or reported during the
year.
(xi) According to the information and explanations given by the management, the Company has not paid / provided managerial
remuneration during the year and hence reporting under clause (xi) of the Order is not applicable to the Company and hence
not commented upon.
73
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable
to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance
with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the
financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the
year under review and hence, reporting requirements under clause 3(xiv) of the Order are not applicable to the Company and,
not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash
transactions with directors or persons connected with him as referred to in Section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act,
1934 are not applicable to the Company.
per Sukrut Mehta

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE IND AS
FINANCIAL STATEMENTS OF GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Gujarat Narmada Valley Fertilizers & Chemicals Limited
(“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company
for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal
control over 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. 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 the
Company’s policies, 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.
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting 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”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
74
reasonable assurance about whether adequate internal financial controls over financial reporting 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 system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, 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 judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Company’s internal financial control over financial reporting 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 over financial reporting 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 authorisations of management and directors of the Company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting 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 over financial reporting
and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal
control over 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.

per Sukrut Mehta

75
BALANCE SHEET AS AT 31ST MARCH, 2018
(Rs. in Crores)
Particulars Notes As at As at
March 31, 2018 March 31, 2017
ASSETS
I. Non-current assets
(a) Property, plant and equipment 4 4,114.73 4,395.88
(b) Capital work-in-progress 4 13.67 14.41
(c) Investment property 5 18.98 19.41
(d) Intangible assets 6 27.41 26.93
(e) Financial assets
(i) Investments 7 726.00 762.44
(ii) Loans and advances 8 75.76 78.22
(iii) Other financial assets 9 10.05 70.86
(f) Income tax assets (net) 25 40.53 38.68
(g) Other assets 11 37.45 38.77
5,064.58 5,445.60
II. Current assets

(a) Inventories 12 680.64 661.79
(b) Financial assets
(i) Trade receivables 10 1,120.08 1,111.53
(ii) Cash and cash equivalents 13 6.14 4.10
(iii) Other bank balances 14 10.01 8.41
(iv) Loans and advances 8 15.41 16.21
(v) Other financial assets 9 33.12 323.37
(c) Other assets 15 243.32 331.54
2,108.72 2,456.95
Total 7,173.30 7,902.55
EQUITY AND LIABILITIES

Equity
(a) Equity share capital 16 155.42 155.42
(b) Other equity 17 4,302.56 3,646.17
4,457.98 3,801.59
Liabilities
I. Non-current liabilities
(a) Financial liabilities
(i) Borrowings 18 - 533.41
(b) Long-term provisions 21 173.44 132.67
(c) Deferred tax liabilities (net) 25 478.67 386.92
(d) Government grants (deferred income) 22 880.47 941.12
1,532.58 1,994.12
II. Current liabilities

(i) Borrowings 18 229.56 1,073.31
(ii) Trade payables 19 431.47 340.11
(iii) Other financial liabilities 20 167.84 439.82
(b) Other liabilities 23 133.19 74.13
(c) Short-term provisions 24 55.12 40.49
(e) Liabilities for current tax (net) 25 99.91 62.31
1,182.74 2,106.84
Total 7,173.30 7,902.55

The accompanying notes are an integral part of these financial statements.
D. V. Parikh T. J. Lakhmapurkar Dr. Rajiv Kumar Gupta Dr. J. N. Singh

General Manager & CFO Company Secretary Managing Director Chairman
Place : Gandhinagar AS PER OUR REPORT OF EVEN DATE
Date : April 23, 2018 For S R B C & CO LLP
(Firm Registration No.: 324982E/E300003)
per Sukrut Mehta
Place : Ahmedabad Partner
Date : April 23, 2018 Membership No. 101974
76
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018
(Rs. in Crores)
Particulars Notes Year ended Year ended
March 31, 2018 March 31, 2017
Income
Revenue from operations 26 5,916.59 4,944.81
Other income 27 141.52 224.86
Total 6,058.11 5,169.67
Expenses
Cost of raw materials and components consumed 28 2,383.19 1,836.65
Purchase of traded goods 29A 45.02 248.59
Purchase of goods and services IT division 29B 101.63 104.07
Decrease in inventories of finished goods, work-in-progress and traded goods 30 2.89 2.51
Power, fuel and other utilities 887.99 779.34
Excise duty 79.28 356.04
Employee benefits expense 31 394.96 374.37
Finance costs 32 99.71 203.44
Depreciation and amortization expense 33 270.47 251.44
Other expenses 34 631.00 590.40
Total 4,896.14 4,746.85
Profit before exceptional items and tax 1,161.97 422.82

Exceptional items 44 - 292.23
Profit before tax 1,161.97 715.05

Tax expense
Current tax 383.70 82.63
Deferred tax (11.25) 111.12
Total tax expense 25 372.45 193.75
Profit for the year (A) 789.52 521.30
Other comprehensive income

Other comprehensive income not to be reclassified to profit
or loss in subsequent periods:
Re-measurement losses on defined benefit plans (40.86) (9.28)
Income tax effect (credit) 25 14.14 3.21
Net (loss) / gain on FVTOCI equity investments (36.45) 29.12
Net other comprehensive (expense) / income not to be reclassified to

profit or loss in subsequent periods (39.60) 40.17
Total other comprehensive (expense) / income for the year, net of tax (B) (39.60) 40.17
Total comprehensive income for the year, net of tax (A)+(B) 749.92 561.47
Earnings per Share - (Face value of Rs. 10 each) Basic and Diluted (in Rs.) 35 50.80 33.54

per Sukrut Mehta
77
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018
(A) Equity share capital (Rs. in Crores)
Particulars Note Amount
Balance as at April 01, 2016 155.42
Changes in equity share capital 16 -
Balance as at March 31, 2017 155.42
(B) Other equity (Rs. in Crores)

Reserve and surplus Other Total
Capital Securities General Retained Comprehensive
Particulars reserve premium reserve earnings Income
FVTOCI
reserve
Note 17.1 Note 17.1 Note 17.1 Note 17.1 Note 17.2
Balance as at April 01, 2016 0.64 313.31 2,189.76 157.38 461.03 3,122.12
Profit for the year - - - 521.30 - 521.30
Other comprehensive (expense) / income
for the year - - - (6.07) 46.24 40.17
Total comprehensive income for the year - - - 515.23 46.24 561.47
Dividend paid during the year (refer Note 17.3) - - - (31.09) - (31.09)
Dividend distribution tax (refer Note 17.3) - - - (6.33) - (6.33)
Balance as at March 31, 2017 0.64 313.31 2,189.76 635.19 507.27 3,646.17
Other comprehensive expense for the year - - - (26.72) (12.88) (39.60)
Total comprehensive income for the year - - - 762.80 (12.88) 749.92
Transfer from retained earnings - - 115.00 (115.00) - -
Balance as at March 31, 2018 0.64 313.31 2,304.76 1,189.46 494.39 4,302.56

Place : Gandhinagar
Date : April 23, 2018 AS PER OUR REPORT OF EVEN DATE
per Sukrut Mehta
78
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018
(Rs. in Crores)
Particulars March 31, 2018 March 31, 2017
Cash flow from operating activities
Profit before tax as per statement of profit and loss 1161.97 715.05
Adjustments for:
Reversal of impairment provision on property, plant and equipment - (292.23)
Loss / (profit) on sale / disposal of property, plant and equipment 1.70 (18.62)
Depreciation and amortization 270.47 251.44
Interest income (12.51) (31.58)
Income from dividend (6.57) (5.93)
Amortization of grant received (income) (71.67) (98.85)
Gain (adjustment) on decapitalisation of property, plant and equipment (10.91) -
Foreign exchange (gain) / loss (4.67) 3.60
Finance cost 93.38 203.44
Premium on forward contracts 4.44 4.16
Provision for Contingencies 12.66 -
Provision for doubtful debts / advances (net) 4.70 10.63
Operating profit before working capital changes 1,442.99 741.11
Movements in working capital :
(Increase) / decrease in trade receivables (13.25) 370.24
(Increase) / decrease in inventories (18.85) 39.47
Decrease in financial assets 351.04 406.18
Decrease / (Increase) in loans and advances and other assets 75.01 (66.62)
Increase in provision 42.74 20.52
Increase in trade payables and other liabilities 150.42 79.69
(Decrease) in financial liabilities (4.25) (67.92)
Cash generated from operations 2025.85 1522.67
Direct taxes paid (210.50) (77.49)
Refund received 3.23 -
Net cash flow from operating activities (A) 1818.58 1445.18
Cash flows from investing activities
Purchase of property, plant & equipment (Including capital work In progress and
capital advances) (23.31) (90.88)
Proceeds from sale / concession received of property, plant and equipment (refer Note 4) 55.15 3.50
Purchase of investments (0.01) (1.01)
79
(Rs. in Crores)
Change in other bank balances 1.60 (1.81)
Interest received 9.48 31.50
Income from dividend 6.57 5.93
Net cash flow generated from / (used in) investing activities (B) 49.48 (52.77)
Cash flows from financing activities
Proceeds from short term borrowings 3982.68 3298.77
Repayment of short term borrowings (4,368.20) (3,332.12)
Repayment of long-term borrowings (825.65) (790.22)
Interest paid (90.90) (207.59)
Dividend Paid (Including dividend tax) (93.53) (37.41)
Premium on forward contracts (4.44) (4.16)
Net cash used in financing activities (C) (1,400.04) (1,072.73)
Net increase in cash and cash equivalents (A + B + C) 468.02 319.68
Cash and cash equivalents at the beginning of the year (564.74) (884.42)
Cash and cash equivalents at the end of the year (96.72) (564.74)
Notes:
Component of Cash and Cash equivalents (refer note 2 below)
- Cash on hand 0.12 0.10
- Balances with bank on current accounts 6.02 4.00
Total (refer Note 13) 6.14 4.10
Less: Cash credit and overdraft accounts (refer Note 18) 102.86 568.84
Total cash and cash equivalents (96.72) (564.74)
(1) The Cash flow statement has been prepared under the indirect method as set out in the Indian Accounting Standard 7 on
Statement of Cash Flows issued by the Institute of Chartered Accountants of India.
(2) During the year, Company revised the classification of component of Cash and Cash equivalent whereby including amount of
bank overdrafts which are repayable on demand.

Place : Gandhinagar
per Sukrut Mehta
80
1 Corporate information
Notes to the The financial statements comprise financial statements of Gujarat Narmada Valley
Standalone Fertilizers & Chemicals Limited (‘the Company’) for the year ended March 31, 2018. The
Company is a public company domiciled in India and is incorporated under the provisions
Financial of the Companies Act applicable in India. Its shares are listed on two recognized stock
Statements for exchanges in India. The registered office of the Company is located at P.O:
the year ended Narmadanagar-392 015, Dist.: Bharuch, Gujarat.
March 31, 2018 The Company is one of India’s leading companies engaged in the manufacturing and
selling of fertilizers, industrial chemical products and rendering IT services.
The financial statements were authorized for issue in accordance with a resolution of the
directors on April 23, 2018.
2 Basis of preparation
2.1 The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended).
The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which
have been measured at fair value or revalued amount:
- Derivative financial instruments,
- Defined benefit plans – plan assets measured at fair value; and
- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).
In addition, the financial statements are presented in INR and all values are rounded to the nearest Crore (INR 00,00,000),
except when otherwise indicated.
Changes in accounting policies and disclosures
'The Company applied for the first time amendments to Ind AS 7 Statement of Cash Flows: Disclosure Initiative, which are
effective for the annual periods beginning on or after April 01, 2017.
'The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities,
including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The
Company has provided the information for the current period in Note 13.
2.2 Summary of significant accounting policies
a) Current versus non-current classification :
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is
treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle; or
- Held primarily for the purpose of trading; or
- Expected to be realized within twelve months after the reporting period; or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle; or
- It is held primarily for the purpose of trading; or
- It is due to be settled within twelve months after the reporting period; or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
81
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
b) Foreign currency transactions :
The Company’s financial statements are presented in INR, which is functional currency of the Company. The Company
determines the functional currency and items included in the financial statements are measured using that functional
currency.
c) Transactions and balances
Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates
at the date the transaction first qualifies for recognition. However, for practical reasons, the Company uses an average rate
if the average approximates the actual rate at the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of
exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in profit or loss with the
exception that the Exchange differences arising on long-term foreign currency monetary items related to acquisition of a
property, plant and equipment (including funds used for projects work in progress) recognized in the Indian GAAP financial
statements for the period ending immediately before the beginning of the first Ind AS financial reporting period i.e. March
31, 2016 are capitalized / decapitalized to cost of Property, Plant and Equipment and depreciated over the remaining useful
life of the asset.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the date of initial transactions.
d) Fair value measurement
The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
82
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The Company’s Management determines the policies and procedures for both recurring fair value measurement, such as
derivative financial instruments and unquoted financial assets measured at fair value and for non recurring fair value
measurement.
External valuers are involved for valuation of significant assets, such as properties, investments. Involvement of external
valuers is decided upon annually by the Management and in specific cases after discussion with and approval by the
Company’s Audit Committee. Selection criteria includes market knowledge, reputation, independence and whether
professional standards are maintained. The Management decides, after discussions with the Company’s external valuers,
which valuation techniques and inputs to use for each case.
At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required
to be remeasured or re-assessed as per the Company’s accounting policies. For this analysis, the Management verifies the
major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other
relevant documents.
The Management, in conjunction with the Company’s external valuers, also compares the change in the fair value of each
asset and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
- Disclosures for valuation methods, significant estimates and assumptions (refer Note 48)
- Quantitative disclosures of fair value measurement hierarchy (refer Note 48.2)
- Investment in unquoted equity shares (refer Note 7)
- Investment properties (refer Note 5)
- Financial instruments (including those carried at amortized cost) (refer Note 48.1)
e) Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue
can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the
consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or
duties collected on behalf of the government. The Company has concluded that it is the principal in all of its revenue
arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed
to inventory and credit risks.
Revenues are inclusive of excise duty and net of returns and allowances, trade discounts and rebates. The Company has
assumed that recovery of excise duty flows to the Company on its own account. This is for the reason that it is a liability of
the manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the
recovery of excise duty flows to the Company on its own account, revenue includes excise duty up to June 30,2017. Sales
tax/ value added tax (VAT) / Goods and Service Tax(GST) is not received by the Company on its own account, it is tax collected
on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue.
The specific recognition criteria described below must also be met before revenue is recognized.
Sale of goods
Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed
to the buyer, which generally coincides with delivery of goods. Revenue from export sales are recognized based on delivery
terms. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable including
excise duty, net of returns and allowances, trade discounts and volume rebates.
Urea product subsidy
Urea Subsidy under the New Urea Policy - 2015 is recognised as per concession rates notified by the Government of India
83
(GoI) for the quantity received at the destination. Urea Subsidy is further adjusted for input price escalation/ de-escalation
as estimated by the Management based on the prescribed norms. The Company recognises for the same on sales quantity
basis.
ANP product subsidy
ANP Subsidy under Nutrient Based Subsidy (NBS) w.e.f. 01.04.2010 and amendments thereto is recognised as per the
concession rates notified by the Government of India (GoI) for the quantity received at the destination. The Company
recognises for the same on sales quantity basis.
Urea and ANP freight subsidy
Freight Subsidy is recognized for the quantity received at the destination based on the notified rates approved by the GoI in
case of Urea and on the normative notified rates approved by the GoI or the actual freight whichever is lower in case of ANP.
Rendering of services (including contracted services)
Income from services rendered by the Information Technology division is recognized as and when the services are rendered
based on the agreement/arrangement with the concerned parties.
Contracted services
Revenue from construction contracts of Information Technology division is recognized on a percentage completion method,
in proportion that the contract costs incurred for work performed up to the reporting date stand to the estimated total
contract costs indicating the stage of completion of the project. Contract revenue earned in excess of billing is reflected
under the head “Other current assets” and billing in excess of contract revenue is reflected under the head “Other current
liabilities” in the balance sheet. Full provision is made for any loss in the year in which it is first foreseen and cost incurred
towards future contract activity is classified as project work in progress.
Income from fixed price contract - revenue from development project/services under fixed price contract, where there is no
uncertainty as to measurement or collectability of consideration is recognized based on milestones reached under the contract.
Interest income
For all financial instruments measured at amortized cost, interest income is recorded using the effective interest rate (EIR).
The EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the net carrying amount of the financial asset. When calculating the effective
interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial
instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.
Interest income is included in other income in the statement of profit or loss.
Dividends
Revenue is recognized when the Company’s right to receive the payment is established, which is generally when shareholders
approve the dividend.
Insurance claims
Claims receivable on account of insurance are accounted for to the extent the Company is virtually certain of their ultimate
collection.
f) Government grants and export incentives
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis
over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an
asset, it is recognized as income in equal amounts over the expected useful life of the related asset except to the extent
adjustments are recognised on account of change in estimate as per para 37 of Ind AS 8 to the carrying amount of the
related assets.
Export incentive
Export incentives under various schemes notified by government are accounted for in the year of exports based on eligibility
and when there is no uncertainty in receiving the same.
84
Income from Energy Savings Certificates
Income from energy savings certificates under the scheme of Government of India through Bureau of Energy Efficiency,
Ministry of Power (‘BEE’) called ‘Perform, Achieve and Trade mechanism is accrued in the year in which the certificates are
issued by BEE and is initially measured at its best estimate of the realisable amount. After the initial measurement, the
realisable amount is adjusted based on the latest available information about realisable price of such certificates, with
changes recognised in the statement of profit and loss.
g) Taxes
Tax expense comprises of current income tax and deferred tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. Current income tax (including Minimum Alternate Tax (MAT)) is measured at the amount expected to be paid to
the tax authorities in accordance with the Income-Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute
the amount are those that are enacted or substantially enacted, at the reporting date.
Current income tax relating to items recognized outside the statement of profit and loss is recognized outside the statement
of profit and loss (either in other comprehensive income (OCI) or in equity). Current tax items are recognized in correlation
to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred tax
Deferred tax is provided using the liability approach on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except
- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss.
- In respect of taxable temporary differences associated with investments in associates, when the timing of the reversal
of the temporary differences can be controlled and it is probable that the temporary differences will not reverse In the
foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilized, except:
- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
- In respect of deductible temporary differences associated with investments in associates, deferred tax assets are
recognized only to the extent that it is probable that the temporary differences will reverse In the foreseeable future
and taxable profit will be available against which the temporary differences can be utilized.
The Company is eligible and claiming tax deductions available under section 80IA of the Income Tax Act, 1961 for a period
of 10 years w.e.f FY 2011-12 in respect of windmill income. In view of Company availing tax deduction under Section 80IA
of the Income Tax Act, 1961, deferred tax has been recognized in respect of temporary difference, which will reverse after
the tax holiday period in the year in which the temporary difference originate and no deferred tax (assets or liabilities) is
recognized in respect of temporary difference which reverse during tax holiday period, to the extent such gross total income
is subject to the deduction during the tax holiday period. For recognition of deferred tax, the temporary difference which
originate first are considered to reverse first.
85
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient future taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are
offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
The Company recognizes deferred tax credits in the nature of Minimum Alternate Tax (MAT) credit entitlement only to the
extent that it is probable that the Company will pay normal income tax during the specified period, i.e., the period for which
MAT tax credit is allowed to be carried forward, sufficient to utilize the MAT credit entitlement. In the year in which the
Company recognises MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as
part of deferred tax asset. The carrying amount of tax credit is reviewed at each reporting date as stated above.
h) Property, plant and equipment

Property, plant and equipment (PPE) and capital work in progress is stated at cost, net of accumulated depreciation and
accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and
borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific
useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and
equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized
in profit or loss as incurred.
The Company adjusts exchange differences arising on translation difference/settlement of long term foreign currency
monetary items outstanding in the Indian GAAP financial statements for the period ending immediately before the beginning
of the first Ind AS financial statements i.e. March 31, 2016 and pertaining to the acquisition of a depreciable asset to the cost
of asset and depreciates the same over the remaining life of the asset.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as prescribed under Part C
of Schedule II of the Companies Act 2013 except for the lease hold land which is amortized over the lease term of 99 years.
The Identified component of property, plant and equipments are depreciated over their useful lives and the remaining
components are depreciated over the life of the principal assets. The management believes that these estimated useful
lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the
income statement when the asset is derecognized.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
i) Investment Properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment
properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost includes the
86
cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When
significant parts of the investment property are required to be replaced at intervals, the Company depreciates them separately
based on their specific useful lives. All other repair and maintenance costs are recognized in profit or loss as incurred.
The Company depreciates building component of investment property over 60 years from the date of original purchase.
Though the Company measures investment property using cost based measurement, the fair value of investment property
is disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external
independent valuer applying a valuation model recommended by the International Valuation Standards Committee.
Investment properties are derecognised either when they have been disposed off or when they are permanently withdrawn
from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
j) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortization and accumulated impairment losses. Cost incurred on internally
generated intangible assets are not capitalized and the related expenditure is reflected in profit or loss in the period in
which the expenditure is incurred.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there
is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an
intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to
modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The
amortization expense on intangible assets with finite lives is recognized in the statement of profit and loss unless such
expenditure forms part of carrying value of another asset.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is
derecognized.
A summary of the policies applied to the Company’s intangible assets is as follows:
Intangible Assets Method of Amortization Estimated Useful life
Computer software on straight line basis Six years or validity period whichever is lower
Licenses on straight line basis Over its useful validity period
k) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds.
l) Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the
inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of
a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly
specified in an arrangement.
For arrangements entered into prior to April 01, 2015, the Company has determined whether the arrangement contain
lease on the basis of facts and circumstances existing on the date of transition.
Company as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the
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risks and rewards incidental to ownership to the Company is classified as a finance lease.
Finance leases are capitalized at the commencement of the lease at the inception date fair value of the leased property or,
if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges
and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are recognized in finance costs in the statement of profit and loss, unless they are directly attributable to
qualifying assets, in which case they are capitalized in accordance with the Company’s general policy on the borrowing
costs.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company
will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of
the asset and the lease term.
Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the
lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease is recognized on a straight-line basis over the term of
the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognized over the lease term on the same basis as rental income.
m) Inventories
Inventories of Raw material, Work-in-progress, Finished goods and Stock-in-trade are valued at the lower of cost and net
realisable value. However, Raw material and work-in-progress held for use in the production of inventories are not written
down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.
Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location
and condition. Cost is determined on Weighted Average Cost basis.
Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing
overheads based on the normal operating capacity, but excluding borrowing costs. Cost is determined on Weighted Average
Cost basis.
Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location
All other inventories of stores and consumables (including coal) are valued at Weighted Average Cost.
Stores and Spares which do not meet the definition of property, plant and equipment are accounted as inventories.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
n) Impairment of non-financial assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of
disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
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The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately
for each of the Company’s CGUs to which the individual assets are allocated. These budgets and forecast calculations
generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project
future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budget
/ forecast the Company extrapolates cash flow projection in the budget working a steady or declining growth rate for
subsequent years, unless an increasing rate can be justified. In any case this growth rate does not exceed the long term
average growth rate for the products, industry or the market in which the asset is used.
Impairment losses including impairment on inventories, are recognized in the statement of profit and loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication
that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Company
estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has
been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized
for the asset in prior years. Such reversal is recognized in the statement of profit or loss as an exceptional item.
o) Provisions
General
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of
profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognized as a finance cost.
p) Retirement and other employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other
than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund
scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service
received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized
as a liability after deducting the contribution already paid.
The employee’s gratuity fund scheme and post-retirement medical benefit schemes are Company’s defined benefit plans.
The contributions under the plans are made to separately administered funds. The cost of providing benefits under such
defined benefit plans is determined based on the actuarial valuation using the Projected Unit Credit Method as at the date
of the Balance sheet. In case of funded plans, the fair value of plan asset is reduced from the gross obligation under the
defined benefit plans, to recognize the obligation on the net basis.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in
net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on
the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to
retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in
subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes
the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine
settlements; and
- Net interest expense or income
Accumulated leave, which is expected to be utilised within the next twelve months, is treated as short term employee
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benefits. The Company measures the expected cost of such absence as the additional amount that is expected to pay as a
result of the unused estimate that has accumulated at the reporting date. The Company treats accumulated leave expected
to be carried forward beyond twelve months as long term compensated absences which are provided for based on actuarial
valuation as at the end of the period. The actuarial valuation is done as per Projected Unit Credit Method.
q) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets
Initial recognition and measurement
All financial assets are recognized initially at fair value plus in case of financial asset not recorded at fair value through
profit and loss, transaction cost that are attributable to the acquisition of the financial assets.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in three categories:
- Debt instrument at amortized cost
- Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
- Equity instruments measured at fair value through other comprehensive income (FVTOCI)
Debt instruments at amortized cost
A Debt instrument is measured at amortized cost if both the following conditions are met:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows, and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
The category is most relevant to the Company. After initial measurement, such financial assets are subsequently measured
at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included
in finance income in the profit or loss. The losses arising from impairment are recognized in the profit or loss except where
the Company has given temporary waiver of interest not exceeding 12 months period. This category generally applies to
trade, loans and other receivables.
Debt instruments at fair value through profit or loss
FVTPL is a residual category for financial assets. Any financial asset, which does not meet the criteria for categorization as
at amortized cost or as FVTOCI, is classified as at FVTPL.
In addition, the Company may elect to designate a financial asset, which otherwise meets amortized cost or fair value
through other comprehensive income criteria, as at fair value through profit or loss. However, such election is allowed only
if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The
Company has not designated any debt instrument as at FVTPL.
After initial measurement, such financial assets are subsequently measured at fair value with all changes recognized in
Statement of profit and loss.
Equity instruments
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are
classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other
comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-
instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of
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investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit or Loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the Company’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement~ and either (a)
the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case,
the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a
basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Company could be required to
repay.
Impairment of financial assets
The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the
following financial assets and credit risk exposure ;
a) Financial assets that are debt instruments, and are measured at amortized cost e.g. loans, debt securities, deposits,
trade receivables and bank balances.
b) Financial assets that are debt instruments and are measured as at other comprehensive income (FVTOCI)
c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that
are within the scope of Ind AS 11 and Ind AS 18
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract
revenue receivables.
Under the simplified approach the Company does not track changes in credit risk. Rather, it recognizes impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there
has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12
month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.
ECL is the difference between all contracted cash flows that are due to the Company in accordance with the contract and all
the cash flows that the Company expects to receive, discounted at the original EIR. ECL impairment loss allowance ( or
reversal) recognized during the period is recognized as income / (expense) in the statement of profit and loss (P&L). This
amount is reflected under the head “ Other Expense” in the P&L.
The balance sheet presentation for various financial instruments is described below:
Financial assets measured as at amortized cost, contractual revenue receivables and lease receivables:
ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The
allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment
allowance from the gross carrying amount.
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For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of
shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases
in credit risk to be identified on a timely basis.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and
derivative financial instruments.
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined
by Ind AS 109.
Gains or losses on liabilities held for trading are recognized in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the
initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value
gains / losses attributable to changes in own credit risk are recognized in OCI. These gains / losses are not subsequently
transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair
value of such liability are recognized in the statement of profit or loss. The Company has not designated any financial
liability as at FVTPL.
Loans and borrowings
This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the
liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the
statement of profit or loss.
Reclassification of financial assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets.
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Changes to the business model are expected to be infrequent. The Company’s senior management determines change in
the business model as a result of external or internal changes which are significant to the Company’s operations. Such
changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases
to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the
reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period
following the change in business model. The Company does not restate any previously recognized gains, losses (including
impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
r) Derivative financial instruments
Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts and interest rate swaps to hedge its
foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognized at
fair value through profit or loss (FVTPL) on the date on which a derivative contract is entered into and are subsequently re-
measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivative financial instrument or on settlement of such
derivative financial instruments are recognized in statement of profit and loss and are classified as Foreign Exchange (Gain)
/ Loss except those relating to borrowings, which are separately classified under Finance Cost.
s) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consists of cash and short-term deposits, as
defined above, net of outstanding bank overdrafts and cash credit facilities as they are considered an integral part of the
Company’s cash management.
t) Cash dividend to equity holders of the Company
The Company recognizes a liability to make cash to equity holders of the parent when the distribution is authorized and the
distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorized
when it is approved by the shareholders. A corresponding amount is recognized directly in equity.
u) Earnings per share
Basic earnings per share are calculated by dividing the profit for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period.For the purpose of calculating diluted earnings
per share, the profit for the period attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares.
3 Significant accounting estimates and assumptions
The preparation of the Company’s Ind AS Financial Statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes
that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
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year, are described below. The Company based its assumptions and estimates on parameters available when the financial
statements were prepared. Existing circumstances and assumptions about future developments, however, may change due
to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the
assumptions when they occur.
Taxes
Deferred tax assets are recognized for unused tax credits to the extent that it is probable that taxable profit will be available
against which the credits can be utilised. Significant management judgment is required to determine the amount of deferred
tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax
planning strategies. Further details on taxes are disclosed in Note 25.
Defined benefit plans (gratuity benefits and other post-employment medical benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of these
obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include the determination of the discount rate, future salary
increases, medical cost escalations and mortality rates etc. Due to the complexities involved in the valuation and its long-
term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed
at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of
the post-employment benefit obligation. The underlying bonds are further reviewed for quality. Those having excessive
credit spreads are excluded from the analysis of bonds on which the discount rate is based, on the basis that they do not
represent high quality corporate bonds. The mortality rate is based on publicly available mortality tables for the specific
countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary
increases and gratuity increases are based on expected future inflation rates for the respective countries. Medical cost
escalations are based on expected future medical expenditure.Further details about gratuity and post-employment medical
benefits obligations are given in Note 41.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The
inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of
judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk
and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Refer Note 48 for further disclosures.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on
available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value
in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not
include restructuring activities that the Company is not yet committed to or significant future investments that will enhance
the asset’s performance being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as
well as the expected future cash-inflows and the growth rate used for extrapolation purposes. Refer Note 44 for further
disclosures.
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Note 4 : Property, plant and equipment (Rs. in Crores)
Land Land Buildings Plant Furniture Vehicles Office Roads, Water Railway Total
freehold lease and and equipment culverts supply sidings
hold equipment fixture and and
compund drainage
wall system
COST
As at April 01, 2016 111.03 222.42 421.54 6,653.63 30.63 5.96 11.24 61.34 121.25 3.77 7,642.81
Additions - - 5.20 10.44 1.59 1.80 0.43 2.20 0.22 - 21.88
Disposals - (7.73) - (2.42) (0.26) (0.96) (0.10) - - - (11.47)
As at March 31, 2017 111.03 214.69 426.74 6,661.65 31.96 6.80 11.57 63.54 121.47 3.77 7,653.22
Additions - - 0.72 26.60 1.01 1.21 0.67 1.00 1.07 - 32.28
Disposals - - - (95.27) (0.29) (0.22) (0.05) - - - (95.83)
As at March 31, 2018 111.03 214.69 427.46 6,592.98 32.68 7.79 12.19 64.54 122.54 3.77 7,589.67
DEPRECIATION / AMORTIZATION
As at April 01, 2016 - 9.19 72.04 2,802.14 16.06 2.35 9.36 19.64 35.29 3.58 2,969.65
Depreciation for the year - 2.20 10.11 220.72 2.79 0.69 0.61 4.20 7.43 - 248.75
Adjustment - 0.23 2.42 35.05 0.20 0.02 - 1.23 3.16 - 42.31
Disposals - (0.40) - (2.19) (0.23) (0.46) (0.09) - - - (3.37)
As at March 31, 2017 - 11.22 84.57 3,055.72 18.82 2.60 9.88 25.07 45.88 3.58 3,257.34
Disposals - - - (49.50) (0.26) (0.10) (0.03) - - - (49.89)
As at March 31, 2018 - 13.46 96.07 3,243.28 20.17 3.27 10.37 29.83 54.91 3.58 3,474.94
IMPAIRMENT
As at April 01, 2016 - 10.53 35.71 263.98 0.80 0.08 - 6.04 15.33 - 332.47
Adjustments - (0.23) (2.42) (35.05) (0.20) (0.02) - (1.23) (3.16) - (42.31)
Impairment reversal during the year (refer Note 44) - (10.30) (33.29) (228.93) (0.60) (0.06) - (4.81) (12.17) - (290.16)
As at March 31, 2017 - - - - - - - - - - -
As at March 31, 2018 - - - - - - - - - - -
NET BLOCK
As at March 31, 2018 111.03 201.23 331.39 3,349.70 12.51 4.52 1.82 34.71 67.63 0.19 4,114.73
As at March 31, 2017 111.03 203.47 342.17 3,605.93 13.14 4.20 1.69 38.47 75.59 0.19 4,395.88
Notes :
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1. Leasehold Land pertains to the costs incurred for leasehold land in possession of the Company as a Licensee, pending completion of formalities for execution of the lease
agreement for a term of 99 years.
2. Feed Stock Conversion Projects from ‘LSHS/FO’ to ‘Gas’ acquired under Government’s policy for reimbursement of project cost to the Company over a period of five years
from the date of commercial production, was capitalized on 01.10.2013. Accordingly, plant and equipment include assets amounting to Rs. 1,248.39 crores (net of
decapitalisation noted in note 3 below) represented by capital grant of Rs. 1,213.06 crores as contempleted in Note 22.
3. During the year the Company has received concession amounting to Rs. 52.44 crores towards Feed Stock Conversion Project, which has been
adjusted to the carrying value of plant and equipment in terms of para 37 of Ind AS 8, Accounting Policies, Changes in Accounting Estimates
and Errors. The gain (adjustment) of Rs. 10.91 crore arising on decapitalisation is transferred to Other income (refer Note 27).
4. Assets given on lease includes plant and equipment :
- Cost as at March 31, 2018 is Rs. 9.39 crore (March 31, 2017 Rs. 9.39 crore)
- Depreciation as at March 31, 2018 is Rs. 8.92 crore (March 31, 2017 Rs. 8.92 crore)
- Net block as at March 31, 2018 is Rs. 0.47 crore (March 31, 2017 Rs. 0.47 crore)
5. Capital work in progress as at March 31, 2018 is Rs. 13.67 Crore (March 31, 2017 Rs. 14.41 crore) mainly includes cost incurred on plant and
equipment procured at TDI-I and TDI-II locations.
Note 5 : Investment property

(Rs. in Crores)
Particulars Building Total
COST
As at April 01, 2016 25.93 25.93
Additions (subsequent expenditure) - -
As at March 31, 2017 25.93 25.93
As at March 31, 2018 25.93 25.93
DEPRECIATION
As at April 01, 2016 6.09 6.09
Depreciation for the year 0.43 0.43
As at March 31, 2017 6.52 6.52
As at March 31, 2018 6.95 6.95
NET BLOCK
As at March 31, 2018 18.98 18.98
As at March 31, 2017 19.41 19.41
Information regarding income and expenditure of Investment property (Rs. in Crores)

Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Rental income derived from Investment properties 10.97 9.90
Direct operating expenses (including repairs and maintenance) generating rental income (5.81) (3.96)
Direct operating expenses (including repairs and maintenance) that did not generate
rental income (0.68) (0.63)
Profit arising from investment property before depreciation and indirect expenses 4.48 5.31
Less : Depreciation (0.43) (0.43)
Profit arising from investment property before indirect expenses 4.05 4.88
(i) As at March 31, 2018 and March 31, 2017 the fair values of the investment property is Rs 57.61 and Rs. 60.05 Crore
respectively, based on valuations performed by an accredited independent valuer, who is a specialist in valuing these
types of investment properties.
(ii) The Company has no restrictions on the realisability of its investment property and no contractual obligations to purchase,
construct or develop investment properties or for repairs, maintenance and enhancements.
(iii) Fair value hierarchy disclosure for investment properties have been provided in Note 48.2.
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Note 6 : Intangible assets (Rs. in Crores)
Particulars Computer Licenses Total
software
COST
As at April 01, 2016 21.51 34.27 55.78
Additions 1.16 - 1.16
As at March 31, 2017 22.67 34.27 56.94
As at March 31, 2018 25.70 34.27 59.97
AMORTIZATION
As at April 01, 2016 17.55 9.96 27.51
Amortization for the year 0.83 1.43 2.26
Impairment Reversal during the year (Refer Note 44) - 0.24 0.24
As at March 31, 2017 18.38 11.63 30.01
As at March 31, 2018 19.38 13.18 32.56
IMPAIRMENT
As at April 01, 2016 - 2.31 2.31
Impairment Reversal during the year
(Refer Note 44) - (2.31) (2.31)
As at March 31, 2017 - - -
As at March 31, 2018 - - -
NET BLOCK
As at March 31, 2018 6.32 21.09 27.41
As at March 31, 2017 4.29 22.64 26.93
Note 7 : Investments (Rs. in Crores)

Particulars As at March As at March
31, 2018 31, 2017
Trade Investments
(i) Investment in Subsidiary at cost (Unquoted)
Investment In equity instrument -unquoted (In fully paid up equity shares)
10,000 (previous year Nil) Equity shares of Gujarat NCode Solutions Limited
of Rs. 10/- each 0.01 -
Total 0.01 -
(ii) Investment in Associate (at cost) (Unquoted)

12,50,000 (previous year 12,50,000) Equity shares of
Gujarat Green Revolution Company Limited of Rs. 10/- each 1.25 1.25
Total 1.25 1.25
Non- Trade Investments

(i) Investments at fair value through other comprehensive income
(FVTOCI)[Refer note (a & b)]
Investments at FVTOCI
Investment In equity Instruments - Quoted (In fully paid up equity shares)
97
(Rs. in Crores)
31, 2018 31, 2017
A) 75,00,000 (previous year 75,00,000) Equity Shares of Gujarat State Fertilizers
& Chemicals Limited of Rs 2/- each 85.58 98.25
B) 17,59,996 (previous year 17,59,996) Equity Shares of Gujarat Alkalies

C) 80,00,000 (previous year 80,00,000) Equity Shares of Gujarat State Petronet Ltd
of Rs 10/- each 151.60 129.20
D) 53,289 (previous year 53,289) Equity Shares of Gujarat Gas Ltd of Rs 10/- each 4.44 4.10
364.56 303.32
Investments in equity instruments-unquoted
A) 2,15,43,200 (previous year 2,15,43,200) equity shares of Gujarat State Petrolium
Corporation Limited of Rs 1/- each 17.30 73.52
B) 42,000 (previous year 42,000) equity shares of Bharuch Enviro Infrastructure

Limited of Rs 10/- each 5.13 3.72
C) 20,000 (previous year 20,000) equity shares of Gujarat Venture Finance

D) 18,39,60,000 (previous year 18,39,60,000) equity shares of Gujarat Chemical

port Terminal Company Limited of Rs 1/- each 279.62 298.75
E) 2,42,10,000 (previous year 2,42,10,000) equity shares of Ecophos GNFC Private

Limited of Rs. 10/- each 19.17 24.21
F) 4,92,60,000 (previous year 4,92,60,000) equity shares of Bhavnagar Energy

Company Limited of Rs 10/- each 24.38 36.36
G) 10 (previous year 10) shares of GESIA IT Association of Rs. 10/- each -* -*
H) 1,35,30,000 (previous year 1,35,30,000) equity shares of Bharuch Dahej Railway

360.18 457.87
Total 724.74 761.19
Non-current 726.00 762.44

Current - -
Total Investment 726.00 762.44
- Aggregate book value of quoted investments and market value thereof 364.56 303.32
- Aggregate amount of unquoted investments 361.44 459.12
* Amount nullified on conversion to Rs in Crores
(a) The fair value of the quoted equity investments are derived from quoted market prices in active market.
98
(b) Investments includes investment in unquoted equity shares. Fair value of unquoted investment in equity instrument have
been carried out by independent valuer using Net Assets Value model and Comparable Companies model following Market
Approach and Income Approach. The valuation requires management to make certain assumptions about the model inputs,
including forecast cash flows, discount rate, credit risk, volatility, net assets and market multiples. The probabilities of
various estimates within the range can be reasonably assessed and are used in management's estimates of fair value for
these unquoted equity instruments.
Reconciliation of Fair value measurement of the investment in equity shares (Rs. in Crores)
As at March As at March
31, 2018 31, 2017
Opening Balance 761.19 707.86

Add : Investment made during the year - 24.21
Fair value (Loss) / Gain recognised in Other Comprehensive Income (36.45) 29.12
Closing Balance 724.74 761.19
Note 8 : Loans and advances (unsecured) (Rs. in Crores)

31, 2018 31, 2017
Current
Loans
Unsecured - considered good
Loans to employees 15.41 16.21
Total 15.41 16.21
Non-Current
Loans
Unsecured - considered doubtful
Amount recoverable from employees 1.57 1.57
Less: Provision for doubtful loans (1.57) (1.57)
- -
Loan to other companies 0.40 0.40
Less: Provision for doubtful loans (0.40) 0.40
- -
Total 75.76 78.22
Total loans and advances 91.17 94.43
Note 9 : Other financial assets (Rs. in Crores)

31, 2018 31, 2017
Current
Other financial assets
Capital grant recoverable from Government of India ( * ) 31.38 319.01
Accrued income 1.29 3.89
Accrued interest 0.43 0.45
Other receivables 0.02 0.02
Total 33.12 323.37
99
NOTES TO THE STANDALONE FINANCIAL STATEMENTS (Rs. in Crores)
31, 2018 31, 2017
Non-current
Deposits with suppliers 8.38 10.58
Fair value of derivative contracts 1.47 -
Capital grant recoverable from Government of India (*) - 60.07
Deposit with original maturity of more than twelve (12) months - 0.01
Total 10.05 70.86
Total other financial assets 43.17 394.23
(*) Represents the Grant to be disbursed by Government of India for feed stock conversion project from ‘LSHS/ FO’ to ‘Gas’
as contemplated in note - 22.
Note 10 : Trade receivables (Unsecured) (Rs. in Crores)

31, 2018 31, 2017
Trade receivables
Considered good 458.94 476.27
Considered doubtful 5.03 4.33
Subsidy receivables (Considered good) 665.14 635.26
1,129.11 1,115.86
Less : Impairment Allowances (Allowance for doubtful debts)
Trade receivables
Considered good (4.00) -
Considered doubtful (5.03) (4.33)
Total 1,120.08 1,111.53
Note:
No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other
person; nor any trade or other receivables are due from firms or private companies in which any director is a partner, a director
or a member.
(Rs. in Crores)
Note 11 : Other non-current assets
31, 2018 31, 2017
Unsecured, considered good
Unamortized employee loan benefits 24.35 26.38
Balances with Customs, Central Excise and other Government departments 12.39 12.14
Capital advances 0.71 0.01
Other receivables - 0.24
Advances to suppliers 5.67 5.67
Less: Provision for doubtful advances (5.67) (5.67)
- -
Balances with Government authority 5.01 5.01
Less: Provision for doubtful balances (5.01) (5.01)
- -
Total 37.45 38.77
100
Note 12 : Inventories (Valued at lower of Cost and Net realisable value) (Rs. in Crores)
31, 2018 31, 2017
Raw materials 97.85 130.23
(Includes in transit inventory as on March 31, 2018 Rs.Nil; as on
March 31, 2017 Rs. 0.29 crore)
Work-in-progress 35.06 21.43
Finished goods 93.97 96.05
Traded goods 3.36 17.80
Stores and spares (Including coal) 450.40 396.28
(Includes in transit inventory as on March 31, 2018 Rs.19.45 crore;
as on March 31, 2017 Rs. 3.50 crore)
Total 680.64 661.79
Note 13 : Cash and cash equivalents (Rs. in Crores)

31, 2018 31, 2017
Balances with banks in Current accounts 6.02 4.00
Cash on hand 0.12 0.10
Total 6.14 4.10
Changes in liabilities arising from financing activities (refer Note 2.1): (Rs. in Crores)
Particulars As at April Cash flows Foreign Changes Other As at March
01, 2017 exchange in fair 31, 2018
management values
Current borrowings (excluding items
listed below) 1,073.31 (851.50) 7.75 - - 229.56
Non- current borrowings (excluding
items listed below) 533.41 (471.95) 10.08 1.93 (73.47) -
Derivatives 6.64 - - (8.11) - (1.47)
Current maturities of long-term borrowings 352.20 (353.72) - 1.52 73.47 73.47
Deposits from customers / vendors 49.25 0.98 - - - 50.23
Unclaimed dividends 6.64 1.42 - - - 8.06
Total 2,021.45 (1,674.77) 17.83 (4.66) - 359.85
The ‘Other’ column includes the effect of reclassification of non-current portion of borrowings to current due to the passage of
time, and the effect of accrued but not yet paid interest on borrowings.
Note 14 : Other bank balances (Rs. in Crores)

31, 2018 31, 2017
Balances with banks
Unpaid dividend accounts 8.06 6.64
Deposit with original maturity of Less than twelve (12) months (Pledged with
Government authorities) 1.95 1.77
Total 10.01 8.41
101
Note 15 : Other current assets (Rs. in Crores)
31, 2018 31, 2017
Unbilled revenue 20.18 20.96
Receivable from others 14.18 15.63
Prepaid expenses 3.53 3.39
Unamortized employee loan benefit 4.96 3.97
Energy savings certificates - 36.81
Total 243.32 331.54
Note 16 : Share capital (Rs. in Crores)

Particulars As at March 31, 2018 As at March 31, 2017
No. of Shares Amount No. of Shares Amount
Authorised share capital
Equity shares of Rs.10 each 25,00,00,000 250.00 25,00,00,000 250.00
25,00,00,000 250.00 25,00,00,000 250.00
Issued, subscribed and fully paid up

Equity shares of Rs.10 each subscribed and fully paid up 15,54,18,783 155.42 15,54,18,783 155.42
Total issued, subscribed and fully paid up share capital 15,54,18,783 155.42 15,54,18,783 155.42
Note 16.1. Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity Shares
At the beginning of the year 15,54,18,783 155.42 15,54,18,783 155.42
Issued/reduction, if any during the year - - - -
Outstanding at the end of the year 15,54,18,783 155.42 15,54,18,783 155.42
Note 16.2. Terms/rights attached to the equity shares
Rights preferences and restrictions attached to equity shares:

The company has only one class of equity shares having par value of Rs 10 per share, i.e. equity shares which rank pari passu in
all respects. Each holder of equity share is entitled to one vote per share.
For the current financial year 2017-18, the Company has proposed dividend of Rs 7.5 per equity share to equity shareholder (for
the previous financial year dividend of Rs 5 per equity share declared).The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
102
Note 16.3. Number of Shares held by each shareholder holding more than 5% Shares in the Company
No. of Shares % of No. of Shares % of
Share holding Share holding
Gujarat State Investments Ltd. 3,32,27,546 21.38 3,32,27,546 21.38
Gujarat State Fertilizers & Chemicals Ltd 3,07,79,167 19.80 3,07,79,167 19.80
Life Insurance Corporations of India 1,17,91,612 7.59 1,17,91,612 7.59
Fidelity Puritan Trust - Fidelity Low Priced Stock Fund 56,77,065 3.65 1,23,00,000 7.91
Note 17 : Other equity

Note 17.1 Reserves and Surplus (Rs. in Crores)
Particulars Capital Securities General Retained Total
reserve Premium reserve earnings
$VDW$SU LO

Profit for the year 521.30 521.30
Re-measurement losses on defined benefit plans
(Net of Taxes) (6.07) (6.07)
Balance available for appropriation 672.61 3,176.32
Less : Appropriations
Dividend 31.09 31.09
Tax on equity dividend 6.33 6.33
As at March 31, 2017 0.64 313.31 2,189.76 635.19 3,138.90

(Net of Taxes) (26.72) (26.72)
Transfer to General reserve 115.00 (115.00) -
As at March 31, 2018 0.64 313.31 2,304.76 1,189.46 3,808.17

Securities Premium:
Securities premium reserve is used to record the premium on issue of shares. This reserve is utilized in accordance with the
provision of section 52 (2) (c) of the Companies Act, 2013.
103
Note 17.2 Other Comprehensive Income (OCI) (Rs. in Crores)
Net gain / (loss) on Total
Particulars FVTOCI equity
Investments
As at April 01, 2016 461.03 461.03
Other comprehensive income during the year
Net gain on FVTOCI equity investments for the year 29.12 29.12
Income tax effect 17.12 17.12
As at March 31, 2017 507.27 507.27
Net (loss) on FVTOCI equity investments for the year (36.45) (36.45)
As at March 31, 2018 494.39 494.39
Note 17.3 Dividend distribution made and proposed (Rs. in Crores)

Year ended Year ended
Particulars March 31, March 31,
2018 2017
Cash dividends on equity shares declared and paid
Final dividend for year ened March 31, 2017 : Rs. 5 per share 77.71 31.09
(March 31, 2016: Rs. 2 per share)
Dividend distribution tax on final dividend 15.82 6.33
93.53 37.42
Proposed dividends on equity shares
Final cash dividend proposed for the year ended March 31, 2018: 116.56 77.71
Rs. 7.5 per share (March 31, 2017: Rs. 5 per share)
Dividend distribution tax on proposed dividend 23.96 15.82
140.52 93.53
Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability
(including dividend distribution tax thereon) as at balance sheet date.
Note 18 : Borrowings (Rs. in Crores)

31, 2018 31, 2017
Non-current interest bearing borrowings
Secured
Term loans
Rupee term loans from banks - 470.02
Foreign currency term loan from bank - 63.39
- 533.41
Current interest bearing borrowings
Secured
Term loans
Foreign currency term loan from bank 73.47 24.24
Unsecured
Term loans
Rupee term loans from others - 150.00
Regrouped with other current financial liabilities (refer Note 20) 73.47 352.20
104
a) Security details
(i) Rupee term loans from banks were secured by way of first mortgage on all immovable properties, both present and
future, for which charge was created and were further secured by way of hypothecation created on all non-current assets
and second charge by way of hypothecation created on all current assets including inventories and trade receivables.
(ii) Foreign currency term loan from bank is secured by way of first mortgage on all immovable properties, both present and
future, for which charge is created and is further secured by way of hypothecation created on all movable fixed assets.
(iii) The above charges are ranking pari-passu among the lenders.
b) Repayment details
(i) A part of Rupee term loans from banks was carrying interest at ranging from 10.60% to 11.50% p.a. (floating) payable on
monthly basis. The loan was repayable in quarterly installments starting from 30.09.2012 and ending on 30.06.2017.
Outstanding amount as at March 31, 2018 is Rs. nil ( as at March 31, 2017 Rs. 57.60 crore).
(ii) A part of Rupee term loans from banks was carrying interest at ranging from 9.55% to 9.70% p.a. (floating) payable on
During the year, the Company has repaid entire outstanding loan and hence outstanding amount as at March 31, 2018 is
Rs. nil (as at March 31, 2017 Rs. 590.38 crore).
(iii) Foreign currency term loan from bank carries interest at 6 month Euribor plus 1.98%, payable on half yearly basis. The
loan is repayable in half yearly installments starting from 01.10.2014 and ending on 01.04.2020. Outstanding amount as
at March 31, 2018 is Rs. 73.47 crore, which is prepaid on 16.04.2018 ( as at March 31, 2017 Rs. 87.63 crore).
(iv) Unsecured rupee term loan from others was carrying interest at 8.50% p.a. (floating) payable on quarterly basis. The
outstanding loan of Rs. 150 crore was repaid on 09.03.2018 (as at March 31, 2017 Rs. 150 crore).
Short-term interest bearing borrowings (Rs. in Crores)

31, 2018 31, 2017
Secured
Loan repayable on demand
From Bank - Cash credit and overdraft accounts 102.86 568.84
Other loans & advancs from banks* 51.22 247.46
PCFC export credit in foreign currency 6.66 -
Unsecured
Loan repayable on demand from others 3.05 3.05
Other loans & advances
Buyers’ credit in foreign currency from banks 65.77 129.93
Commercial papers - 124.03
Total 229.56 1,073.31
*represents borrowings against subsidy receivable as per Special Banking Arrangement of Government of India
Security details
Short term borrowings from banks as cash credit and overdraft accounts of Rs. 102.86 Crore (March 31, 2017: Rs. 568.84
Crore), Short-Term Loans and Advances from Banks of Rs. 51.22 Crore (March 31, 2017: Rs. 247.46 Crore) and PCFC Export
Credit in Foreign Currency from Banks of Rs. 6.66 Crore (March 31, 2017: Rs. nil) are secured by first charge by way of
hypothecation of inventories and trade receivables and all other movable assets, both present and future and further
secured by second charge by way of mortgage on all immovable properties. These charges are ranking pari-passu among
the working capital lenders.
105
Interest rate details for short term borrowings:
(i) Cash credit accounts carries interest rates ranging from 7.85% to 9.70% p.a.
(ii) Packing Credit in Foreign Currency (PCFC) carries interest rate of 3 months LIBOR+1% p.a.
(iii) Other loans and advances from banks carries interest rate of 0.96% p.a.
(iv) Commercial papers carries interest at ranging from 6.16% to 6.60% p.a.
(v) Buyers credit carries interest at ranging from 1.81% to 2.45% p.a.
Note 19 : Trade payables (Rs. in Crores)

31, 2018 31, 2017
Trade payables (Refer note below for details of dues to
Micro, Small and Medium Enterprises) 431.47 340.11
Total 431.47 340.11
Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED
Act”):
(i) Principal amount remaining unpaid to any supplier as at
the end of the accounting year. 14.18 6.65
(ii) Interest due thereon remaining unpaid to any supplier as at
the end of the accounting year - -
(iii) The amount of interest paid along with the amounts of the payment
made to the supplier beyond the appointed day - -
(iv) The amount of interest due and payable for the year - -
(v) The amount of interest accrued and remaining unpaid at
(vi) The amount of further interest due and payable even in the succeeding
year, until such date when the interest dues as above are actually paid. - -
This information has been determined to the extent such parties have been identified on the basis of information available
with the Company.
Note 20 : Other current financial liabilities (Rs. in Crores)
31, 2018 31, 2017
Other financial liabilities at amortised cost
Current maturities of long-term borrowings 73.47 352.20
Deposits from customers / vendors 50.23 49.25
Payable for capital goods 25.05 13.09
Interest accrued but not due on borrowings 11.03 11.99
Unclaimed dividends# 8.06 6.64
Fair value of derivative contracts - 6.65
Total 167.84 439.82
# Not due for credit to "Investors Education and Protection Fund"
Note 21 : Long-term provisions (Rs. in Crores)
31, 2018 31, 2017
Provision for leave encashment 130.71 111.30
Provision for post retirement medical benefit (refer Note 41) 42.73 21.37
Total 173.44 132.67
106
Note 22 : Government grant (Deferred Income) (Rs. in Crores)

31, 2018 31, 2017
Current
Grant from Government of India (refer note (a)) 60.65 60.65
Government grant of Export Promotion Capital Grant (EPCG) (refer note b) 5.00 16.02
Total 65.65 76.67
Non-Current
Other Government grant 1.00 1.00
Total 880.47 941.12
Total government grant (deferred income) 946.12 1017.79
(a) Movement in Grant from Government of India (Rs. in Crores)

March 31, March 31,
2018 2017
Opening 1,000.77 1,063.77
De-recognised on final assessment completed - (2.68)
Released to statement of profit and loss (60.65) (60.32)
Closing 940.12 1,000.77
The capital grant from Government of India, Ministry of Chemicals & Fertilizers, Department of Fertilizers for feed stock
conversion project from ‘LSHS/FO’ to ‘Gas’ vide sanction letter no 14023/22/2007-FP dated 14.12.2009 has accrued since the
conditions attached to the grant have been fulfilled by the Company. Accordingly the grant of Rs. 1,215.74 crore was recorded
as contemplated under Para 7 and 12 of Ind AS - 20 on ‘Accounting for Government Grants and Disclosure of Government
Assistance’. The Government would reimburse the above grant over a period of 5 Years. The scrutiny of project cost is
completed by the Government appointed team during the previous year ended March 31, 2017 and the Grant to be disbursed
was finalised at Rs. 1,213.06 crore, whereby an amount of Rs. 2.68 crore was derecognised during the previous year 2016-17.
(b) Movement in Government grant of EPCG (Rs. in Crores)

March 31, March 31,
2018 2017
Opening 16.02 44.42
Closing 5.00 16.02
Note 23 : Other current liabilities (Rs. in Crores)

31, 2018 31, 2017
Statutory and other liabilities 70.99 12.39
Other current liabilties 41.67 41.67
Advances from customers 20.53 20.07
Total 133.19 74.13
107
Note 24 : Short-term provisions (Rs. in Crores)
31, 2018 31, 2017
Provision for contingencies (refer note a) 12.66 -
Provision for post retirement medical benefit (Refer Note 41) 1.42 1.05
Total 55.12 40.49

Note - a
The Company has created a contingency provision of Rs. 12.66 crore (previous year Rs. Nil) towards policy uncertainties
related to the Company's claims with the Government authorities based on the management assessment. The movement of
contingency provision is as under:
(Rs. in Crores)
March 31, 2018 March 31, 2017
Opening Balance - -
Provision made during the year 12.66 -
Amount utilised / reversed during the year - -
Closing balance 12.66 -
Note 25 : Income Tax

The major component of income tax expenses for the year ended March 31, 2018 and March 31, 2017 are as under.
a) Statement of Profit and Loss Section (Rs. in Crores)
March 31, 2018 March 31, 2017
Current Income tax
Current tax charges A 383.70 82.63
Deferred Tax
Relating to origination and reversal of temporary differences 10.67 200.73
Tax (credit) under Minimum Alternate Tax (current year amount
pertains to earlier years) (previous year amount includes Rs. 31.04
crore pertaining to earlier years). (21.92) (89.61)
B (11.25) 111.12
Tax Expense reported in the Statement of Profit and Loss A+B 372.45 193.75
Other Comprehensive Income (‘OCI’) Section
Income tax / Deferred tax related to items recognised in OCI during the year
Remeasurement losses on defined benefit plans, credit 14.14 3.21
Unrealised gain / (loss) on FVTOCI equity investments, credit 23.57 17.12
37.71 20.33
b) Balance Sheet Section (Rs. in Crores)
31, 2018 31, 2017
Liabilities for current tax (net) 99.91 62.31
Income tax assets (net) (40.53) (38.68)
Net Tax Provision Outstanding 59.38 23.63
108
c) Reconciliation of tax expenses and the accounting profit multiplied by India’s domestic tax rate for March 31, 2018
and March 31, 2017 (Rs. in Crores)
Year ended March 31, 2018 Year ended March 31, 2017
% Amount % Amount
Profit Before tax 1,161.97 715.05
Tax using domestic tax rate for Company 34.61 402.13 34.61 247.46
Tax Effect of :
Income exempted from tax (0.20) (2.27) (0.29) (2.05)
Deduction u/s 80IA (2.01) (23.33) (1.01) (7.20)
Expenses with weighted deduction in tax (0.03) (0.30) (0.10) (0.74)
Non-deductible expenses 0.12 1.45 0.29 2.08
Sale of assets 0.05 0.59 (0.90) (6.46)
MAT credit entitlement of earlier years (1.89) (21.92) (4.34) (31.04)
Income taxable under long term capital gain tax 0.00 0.04 0.31 2.24
Adjustment in depreciation net book value of assets 0.98 11.39 (0.80) (5.71)
Change in rate of cess (from 3% to 4%) 0.41 4.80 - -
Other adjustments (0.01) (0.13) (0.68) (4.83)
Effective tax rate and tax 32.05 372.45 27.10 193.75
Tax expenses as per Books 372.45 193.75
d) Deferred Tax Liability (net) (Rs. in Crores)

Balance Sheet Statement of
as at Profit and Loss
March March Year ended Year ended
31,2018 31,2017 March March
31,2018 31,2017
(Liability) on Accelerated depreciation for tax purpose (904.24) (902.82) 1.42 91.04
Assets on provision for Leave encashment 57.28 49.44 (7.84) (7.41)
Assets on carry forward losses and unabsorbed depreciation - - - 96.29
Assets on deferred government grant of ASGP 328.52 346.36 17.84 21.79
Assets on deferred government grant of EPCG 1.75 5.54 3.79 9.83
Assets on Provision for doubtful debts and advances 15.86 9.70 (6.16) (3.68)
(Liability) on equity investment FVTOCI (23.67) (47.24) (23.57) (20.33)
Assets / (liability) on other adjustments 1.30 2.92 1.62 (7.13)
(523.20) (536.10) (12.90) 180.40
e) Deferred tax liabilities reflected in the balance sheet as follows (Rs. in Crores)
March 31, 2018 March 31 2017
Deferred tax liabilities 523.20 536.10
Less :Tax credit entitlement under MAT (44.53) (149.18)
Deferred tax liabilities (net) 478.67 386.92
109
f) Reconciliation of deferred tax liabilities (net) (Rs. in Crores)

March 31, 2018 March 31 2017
Opening balance as of April 01 386.92 296.13
Tax expenses during the period recognised in statement of profit and loss 10.67 200.73
Tax (credit) under Minimum Alternate Tax (current year amount pertains to earlier
years) (previous year amount includes Rs. 31.04 crore pertaining to earlier years) (21.92) (89.61)
Tax credit during the period recongnised in OCI (23.57) (20.33)
Utilisation of MAT credit entitlement 126.57 -
Closing balance 478.67 386.92
g) The Company made tax provision as per normal income tax provisons of the Income Tax Act, 1961. Based on this, the
Company has made provision of Rs. 383.70 crore (previous year Rs. 82.63 crore under Minimum Alternate Tax provisons
as per Section 115JB of the Income Tax Act, 1961) and has recognised MAT credit of Rs. 21.92 crore pertaining to earlier
years (previous year Rs. 89.61 crore, which includes Rs. 30.99 crore for the financial year 2013-14 and Rs. 0.05 crore for
the financial year 2015-16) as the management believes, in view of improved performance of the Company during the
year and better projected future profitability for the Company, it is possible that the MAT credit will be utilized in the future
period w.e.f. financial year 2018-19.
h) The Company has following unutilised MAT credit under the Income Tax Act, 1961 for which deferred tax assets has been
recongnised in the Balance Sheet at.
Financial Year Amount Year of expiry
(Rs. in Crores)
2016-17 44.53 2031-32
Total 44.53
i) During the year ended March 31, 2018, the Company has paid dividend to its shareholders. This has resulted in payment
of Dividend Distribution Tax (DDT) to the taxation authorities. The Company believes that DDT represents additional
payment to taxation authority on behalf of the shareholders. Hence DDT paid is charged to equity. (refer Note 17.3).
Note 26 : Revenue from operations (Rs. in Crores)

March 31, 2018 March 31, 2017
Sale of products
Own products 5,667.94 4,434.96
Traded products 133.73 385.48
5,801.67 4,820.44
Rendering of services 97.36 112.54
Other operating revenue
Export incentive 10.41 2.43
Recovery of administrative charges (Fly Ash) 4.07 6.71
Sale of scrap / unserviciable materials 2.30 1.98
Sale of surplus material 0.78 0.71
17.56 11.83
Total 5,916.59 4,944.81
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Note 27 : Other income (Rs. in Crores)

March 31, 2018 March 31, 2017
Grant income 81.96 98.85
Interest income* 12.51 31.58
Rent income 11.31 10.39
Gain (adjustment) on decapitalisation of property, plant and equipment (refer Note 4) 10.91 -
Dividend income** 6.57 5.93
Exchange variance gain on monetary items 4.67 -
Excess provision of doubtfull debt / expenses written back 0.07 6.18
Energy savings certificate income - 36.81
Profit on sales of property, plant & equipments (net of losses) - 18.66
Insurance claim received 9.69 0.38
Miscellaneous income 3.83 16.08
Total 141.52 224.86
* Including Rs. 7.54 crore (previous year Rs. 7.86 crore) on FVTPL Financial Assets.
** Including Rs. 6.51 crore (previous year Rs. 5.87 crore) on FVTOCI Financial Assets.
Note 28 : Cost of raw materials and components consumed (Rs. in Crores)

March 31, 2018 March 31, 2017
Inventory at the beginning of the year 130.23 69.27
Add : Purchases 2,350.81 1,897.61
2,481.04 1,966.88
Less : Inventory at the end of the period 97.85 130.23
Total 2,383.19 1,836.65
Note 29A : Purchase of traded goods (Rs. in Crores)

March 31, 2018 March 31, 2017
Purchases of traded goods 45.02 248.59
Total 45.02 248.59
Note 29B : Purchase of goods and services IT division (Rs. in Crores)

March 31, 2018 March 31, 2017
Purchases of goods and services IT division 101.63 104.07
Total 101.63 104.07
111
Note 30 : Changes in inventories of finished goods, work-in-progress and traded goods (Rs. in Crores)
March 31, 2018 March 31, 2017
Inventory at the beginning of the year
135.28 137.79
Inventory at the end of the year
132.39 135.28
Total 2.89 2.51
Note 31 : Employee benefits expense (Rs. in Crores)

March 31, 2018 March 31, 2017
Salaries and wages 303.65 279.00
Contribution to provident and pension fund 31.95 32.01
Contribution and provision towards gratuity (refer Note 41) 9.17 8.79
Employees’ welfare expenses 50.19 54.57
Total 394.96 374.37
Note 32 : Finance costs (Rs. in Crores)

March 31, 2018 March 31, 2017
Interest on borrowings 88.50 197.56
Interest others 4.88 1.44
Other borrowing costs 3.83 1.51
Bank charges and commission 2.50 2.93
Total 99.71 203.44
Note 33 : Depreciation and amortization expense (Rs. in Crores)

March 31, 2018 March 31, 2017
Depreciation on property, plant and equipment (refer Note 4) 267.49 248.75
Depreciation on investment property (refer Note 5) 0.43 0.43
Amortization on intangible assets (refer Note 6) 2.55 2.26
Total 270.47 251.44
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Note 34 : Other expenses (Rs. in Crores)
March 31, 2018 March 31, 2017
Stores, chemicals and catalysts 69.62 69.01
Packing expenses 90.42 92.81
Insurance 11.90 13.78
Repairs and maintenance :
- Building 10.95 11.99
- Plant and equipment 134.38 117.70
- Others 4.93 150.26 4.64 134.33
Materials handling expenses at factory 9.55 9.98
Lease Rent 0.02 -
Outward freight and other charges 104.21 155.28
Sales promotion expenses 7.62 1.81
Selling commission 3.50 0.64
Rates & taxes 7.98 15.12
Rent 8.87 12.50
Printing, stationery, postage, telegrams, telephones and advertisement 7.69 7.45
Traveling and conveyance expenses 5.25 4.12
Fire fighting, safety and security expenses 8.59 7.30
Processing charges to contractors 3.69 2.11
Electricity charges 3.67 3.25
Professional and consultation charges 4.84 6.28
Payment for contract services 13.19 11.85
Exchange variance on monetary items - 3.60
Loss on sale of property, plant and equipment (net) 1.70 -
Director's fees 0.09 0.05
Payment to auditors (refer Note (a) below) 0.61 0.57
Donations 10.00 -
Contributions towards CSR (refer Note 40) 8.38 6.00
Provision for doubtful debts / advances 4.70 10.63
Provision for contingencies (refer Note 24) 12.66 -
Loss in value of Energy Savings Certificates 36.80 -
Miscellaneous expenses 40.75 17.72
Assets written off - 0.05
Total 631.00 590.40
(a) Payment to auditors includes following: (Net of Service Tax Input Credit, where applicable)
As auditor:
(i) Statutory Audit Fees 0.14 0.10
(ii) Limited review Fees 0.12 0.08
In other capacity:
(i) Certification fees 0.19 0.28
(ii) Tax audit fees - 0.03
(iii) Others 0.14 0.06
Reimbursement of Expenses 0.02 0.02
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Note 35 : Earning per share (Rs. in Crores)
Unit March 31, 2018 March 31, 2017
Net profit after tax Rs. in Crore 789.52 521.30
Weighted average number of equity shares of nominal value of
Rs. 10 each in calculating basic Earnings Per Share Nos. 15,54,18,783 15,54,18,783
Basic and diluted earnings per share Rs. 50.80 33.54
Note 36 : Contingent liabilities and other commitments (to the extent not provided for) (Rs. in Crores)
31, 2018 31, 2017
(A) Contingent liabilities
(i) Claims against the Company not acknowledged as debts 256.97 311.09
(ii) Income tax assessment orders contested 4.99 14.44
(iii) Demands in respect of Central Excise Duty, Custom Duty, Service Tax and
VAT as estimated by the Company 235.38 223.90
Total contingent liabilities 497.34 549.43
In respect of the above, the expected outflow will be determined at the time of final
resolution of the dispute.
(B) Estimated amount of contracts remaining to be executed on capital account and
not provided for (net of advances) 48.68 29.13
(C) Other commitments
(i) The Company is committed to grant subordinate debt to Bhavnagar Energy Co. Ltd
(BECL) in the manner and in the form as may be finalized by the promoters with BECL 40.64 5.40
(ii) Export obligation on account of benefit of concessional rate of Custom duty availed
under EPCG license scheme on imports of capital goods. 41.40 101.28
Total other commitments 82.04 106.68
Note 37 :Related party disclosures:

Related party disclosures, as required by Ind AS-24, “Related Party Disclosures”, are given below:
(i) Related parties with whom transactions have taken place during the period:
Wholly Owned Subsidiary : Gujarat Ncode Solutions Limited
Associate : Gujarat Green Revolution Company Limited
Key Management Personnel and their relatives : Dr J N Singh, IAS, Chairman & Director*
Dr. Rajiv Kumar Gupta, IAS, Managing Director
Smt. Mamta Verma, IAS, Director
Shri G R Aloria, IAS, Chairman & Director#
Shri Anil Mukim, IAS, Director**
Prof. Arvind Sahay, Independent Director
Shri C S Mani, Independent Director
Shri Sunil Parekh, Independent Director
Shri Piruz Khambatta, Independent Director
Shri V D Nanavaty, Director
114
* Appointed as chairman w.e.f 31.08.2016
** Ceased to be Director w.e.f 07.03.2018
# Ceased to be Director & chairman w.e.f 24.08.2016
Entities over which Key Management Personnel having significant influence : EcoPhos GNFC India Private Limited
(ii) Aggregate of transactions for the year with these parties have been given below: (Rs. in Crores)
Name of the Company Nature of Transactions Year ended Year ended
March 31, 2018 March 31, 2017
Gujarat Green Sale of goods & servicers 0.04 0.14
Revolution Co. Ltd.
EcoPhos GNFC Sale of leasehold land - 23.20
India Pvt Ltd. Expenses incurred on behalf of 3.48 1.61
Receivable 3.48 0.60
Gujarat Ncode Expenses incurred on behalf of 0.04 -
Solution Ltd. Receivable 0.04 -
(Amount in Rs.)
Name of the Person Nature of Transactions Year ended Year ended
March 31, 2018 March 31, 2017
Shri G R Aloria @ Sitting Fees - 20,000
Dr J N Singh, IAS @ Sitting Fees 45,000 60,000
Shri Anil Mukim, IAS @ Sitting Fees 55,000 20,000
Smt. Mamta Verma, IAS @ Sitting Fees 1,75,000 30,000
Shri C S Mani Sitting Fees 2,35,000 1,90,000
Prof Arvind Sahay Sitting Fees 1,00,000 50,000
Shri Sunil Parekh Sitting Fees 2,35,000 1,30,000
Shri V D Nanavaty Sitting Fees 40,000 50,000
@ Amount deposited in Government Treasury
Note 38 : Research and development expenses
The statement of profit and loss includes following items of research & development expenses in the respective heads:
(Rs. in Crores)
March 31, 2018 March 31, 2017
Personnel expenses 1.37 1.85
Consumables and spares 0.28 0.26
Power and fuel consumption 0.07 0.04
Total research & development expenses 1.72 2.15
Note 39 : Pursuant to Ind AS-17 - ‘Leases’, the following information is disclosed:

(i) The Company has taken various warehouses, godowns, guesthouses and office premises under operating lease or rental
agreements. These are generally cancellable having a term of one year extendable for further one year on the discretion of
the Company and are of rental nature. Payments are recognised in the statement of profit and loss under Note 34 - Other
expenses.
(ii) Rent income also includes lease rentals received towards office premises. Such operating lease is generally for a period of
three to four years. There are no restrictions imposed by lease arrangements.
115
(Rs. in Crores)
31, 2018 31, 2017
Future minimum lease payments receivables:
Not later than one years 1.24 -*
Total 1.24 -
* There were no Non-cancellable lease as at March 31, 2017.
Note 40 : Corporate social responsibility (Rs. in Crores)
March 31, 2018 March 31, 2017
a) Gross amount required to be spent by the Company during the year: 3.56 3.36
b) Amount spent during the year ended on March 31, 2018 In Cash Yet to be Total
paid in cash
(i) Construction/acquisition of any asset - - -
(ii) On purpose other than (i) above 8.38 - 8.38
c) Amount spent during the year ended on March 31, 2017

(i) Construction/acquisition of any asset 6.00 - 6.00
(ii) On purpose other than (i) above - - -
Note 41: Gratuity and other post employment benefit plans:

A. Defined contribution plans:
Amount of Rs. 31.95 Crores (March 31, 2017: Rs. 32.01 Crores) is recognised as expenses and included in note no. 31
"Employee benefit expense"
(Rs. in Crores)
March 31, 2018 March 31, 2017
Provident fund 18.02 17.95
Contributory pension scheme 13.93 14.06
31.95 32.01
B. Defined benefit plans:
The Company has following post employement benefits which are in the nature of defined benefit plans:
(a) Gratuity
(b) Post retirment medical benefit
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a
gratuity as per payment of Gratuity Act, 1972. The Scheme is funded with Gratuity Trust, which in turn makes contribution to
Life Insurance Corporation of India (LIC) in the form of qualifying insurance policy for future payment of gratuity to the
employees.
Each year the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability
matching strategy. The management decides its contributions based on the results of this review. The management aim to
keep annual contributions relatively stable at a level such that no plan deficit (based on valuation performed) will arise.
The plan for the Post retirement medical benefit is unfunded.
The following table summarises the components of net benefit expense recognised in statement of profit or loss and the
funded status and amounts recognised in the balance sheet for the respective plans:
116
March 31, 2018 : Changes in defined benefit oblligation and plan assets (Rs. in Crores)
Cost charged to statement Remeasurement gains/(losses) in other
of profit and loss comprehensive income (OCI)
April Service Net Sub-total Benefit Return on Actuarial Actuarial Experience Sub-total Contributions March 31,
01, cost interest included in paid plan assets changes changes adjust- included by employer 2018
2017 expense statement (excluding arising from arising from ments in OCI
of profit amounts changes in changes in
and loss included in demographic financial
net interest assumptions assumptions
expense)
Gratuity
Defined benefit obligation 198.87 9.22 14.68 23.90 (20.86) - - 25.09 (4.17) 20.92 - 222.83
Fair value of plan assets 199.60 - 14.73 14.73 (20.86) 0.26 - - - 0.26 29.10 222.83
Benefit liability / (Assets) (0.73) 9.22 (0.05) 9.17 - (0.26) - 25.09 (4.17) 20.66 29.10 -
Post retirement medical benefit
Defined benefit obligation 22.42 1.12 1.69 2.81 (1.28) - - 14.00 6.20 20.20 - 44.15
Fair value of plan assets - - - - - - - - - - - -
Benefit liability / (Assets) 22.42 1.12 1.69 2.81 (1.28) - - 14.00 6.20 20.20 - 44.15
expense)
Gratuity
Fair value of plan assets 188.56 - 15.52 15.52 (19.62) (0.48) - - - (0.48) 15.62 199.60
Benefit liability / (Assets) 2.98 8.54 0.25 8.79 - 0.48 - 9.91 (7.27) 3.12 15.62 (0.73)
Defined benefit obligation 15.42 0.87 1.28 2.15 (1.31) - - 6.16 - 6.16 - 22.42
117
Benefit liability / (Assets) 15.42 0.87 1.28 2.15 (1.31) - - 6.16 - 6.16 - 22.42
The major categories of plan assets of the fair value of the total plan assets of Gratuity are as follows:
Insurance fund with LIC* 100% 100%
* As the gratuity fund is managed by LIC, details of fund invested by insurer are not available with the Company.
The principal assumptions used in determining above defined benefit obligations for the Company’s plans are shown
below:
Gratuity Post retirement medical benefit
Particulars Year ended Year ended Year ended Year ended
March 31, 2018 March 31,2017 March 31, 2018 March 31, 2017
Discount rate 8.06% 7.38% 8.03% 7.54%
Future salary increase 10% in next year 4.00% N.A N.A
and 6% thereafter
Medical Inflation Rate N.A N.A 5.00% 4.00%
Expected rate of return on plan assets 8.06% 7.38% N.A. N.A
Employee Turnover Rate 1.00% 1.00% 1.00% 1.00%
Mortality rate during employment Indian Indian Indian Indian
Assured Assured Assured Assured
Lives Lives Lives Lives
Mortality Mortality Mortality Mortality
(2006-08) (2006-08) (2006-08) (2006-08)
Mortality rate after employment N.A N.A Indian Indian
Assured Assured
Lives Lives
Mortality Mortality
(2006-08) (2006-08)
A quantitative sensitivity analysis for significant assumption is as shown below: (Rs. in Crores)
(increase) / decrease in defined benefit obllig®ation (Impact)
Particulars Sensitivity Year ended Year ended Year ended Year ended
level March 31, 2018 March 31,2017 March 31, 2018 March 31, 2017
Discount rate 1% increase (13.55) (11.56) (5.49) (2.37)
1% decrease 15.34 12.98 6.86 2.89
Salary increase 1% increase 15.43 13.30 N.A N.A

1% decrease (13.85) (12.03) N.A N.A
Medical Cost Inflation 1% increase N.A N.A 7.01 2.92

1% decrease N.A N.A (5.68) (2.40)
Employee turnover 1% increase 2.15 3.10 (1.91) (1.00)

1% decrease (2.42) (3.43) 2.21 1.18
118
The followings are the expected future benefit payments for the defined benefit plan: (Rs. in Crores)
Within the next 12 months
(next annual reporting period) 19.04 20.12 1.42 1.05
Between 2 and 5 years 91.31 79.81 7.73 4.98
Total expected payments 229.49 205.81 24.55 14.20
Weighted average duration of defined plan obligation (based on discounted cash flows) (Years)
March 31, 2018 March 31, 2017
Gratuity 8 8
Post retirement benefit obligation 16 14
The followings are the expected contributions to planned assets for the next year: (Rs. in Crores)
March 31, 2018 March 31, 2017
Gratuity 12.32 8.50
Post retirement medical benefit - -
NOTE: 42 Investments in Subsidiary and Associates

Name of Entity Relationship Place of Ownership
Business March 31, March31,
2018 2017
Gujarat Ncode Solutions Limited Subsidiary India 100.00% -
Gujarat Green Revolution Company Limited Associate India 46.87% 46.87%
Note: Method of accounting of investments in subsidiary and associate Company is at cost.

NOTE: 43
The Scheme of Arrangement and Demerger for transfer of V-SAT/ISP Gateway Business of the Company to ING Satcom Ltd., an
unlisted Company against cash consideration of Rs. 6 crore, was sanctioned by Hon’ble High Court of Gujarat vide its Common
Oral Order dated June 15, 2012.
The “Appointed Date” of the Scheme is 1st April, 2010.
Subsequent to the Order passed by the Hon’ble High Court of Gujarat, sanctioning the Scheme of Demerger, two separate
applications for transfer of V-SAT and ISP Gateway Licences standing in the name of the Company to the name of Transferee
Company viz. ING Satcom Limited were submitted to Department of Telecommunications (DOT) on January 31, 2013 which are
still pending for approval before DOT.
As per the legal opinion obtained from legal consultant, though the Scheme has been sanctioned by the Hon’ble High Court of
Gujarat and has become effective, the scheme is subject to and conditional upon the approval of the Government Authorities for
transfer of Licences from the Company to ING Satcom Limited.
119
During the year 2014-15, an agreement-Cum-Indemnity Bond was executed on 12.04.2014 between the Company and ING
Satcom Limited whereby, pending transfer of Licences, the assets of demerged business (other than Licences) have been
handed over to ING Satcom Limited subject to certain terms and conditions, inter alia, including the terms of settling the
transaction under different eventualities of rejection of transfer applications / non-transfer of Licences by 31.12.2014.
Since disposal of applications for transfer of Licences in the name of ING Satcom Limited by the competent authorities as well
as settlement of transaction between the Company and ING Satcom Limited are still pending, no accounting treatment is given
in the books of account of the Company since 2014-15 till the financial year ended 31.03.2018.
Necessary accounting treatment will be given in the books of accounts of the Company either on disposal of applications for
transfer of Licences in the name of ING Satcom Limited by the competent authorities or on finalization of settlement of transaction
with ING Satcom Limited. The amount received is classified under other current liabilities (refer Note 23).
NOTE: 44 - Reversal of impairment provision - Exceptional item
During the year ended March 31, 2015, the Company had accounted an impairment loss of Rs. 330 Crore in respect of Toluene
Di-Isocynate ("TDI") plant at Dahej being a separate Cash Generating Unit ("CGU"), considering the issue of gas emmision,
teething problem in bringing the plant at effective utilisation level and significantly low realisable value of finished goods.
Consequent to improved international scenario of TDI products over the past two years and forecast of their continuance at
substantially higher levels than have prevailed in the past few years and also achievement of sustained production levels, the
management had reviewed and reassessed the value in use of the TDI Plant at Dahej.
As the TDI Dahej plant is operating at higher capacity level and due to favourable market conditions, there is a change in
assumptions / estimates applied for calculating the impairment loss during FY 2014-15. Based on such assessment, the
Company had reversed the amount of Rs. 292.23 crore consisting of impairment loss of Rs. 330 Crore, net off the depreciation
for the 2 years (aggregating Rs. 37.77 crores), which would have been otherwise charged , if there was not an impairment loss.
The reversal has been disclosed as an exceptional item in the statement of profit and loss for the previous year.
The recoverable amount of the relevant CGU had been determined on the basis of their value in use considering the pre tax
discounting rate of 16.98% which is the same as considered in the previous estimate of value in use at the time of impairment
provision. Further, the underlying assumption i.e. realisable value of products, exchange rate variation and operating parameters
that would impact future cash flows for determining the TDI Plant, value in use, is being continuosly monitored on a periodic
basis by the Management.
Note: 45 Segment Information
- Operating Segments
The identified reportable segments are Fertilizers, Chemicals and Others in terms of the requirements of Ind AS 108 "Operating
Segments" as notified under section 133 of the Companies Act, 2013. Other Segment mainly includes Information Technology
division activities and neem product related activities.
- Identification of Segments:
The chief operational decision maker monitors the operating results of its Business segment separately for the purpose of
making decision about resource allocation and performance assessment. Segment performance is evaluated based on
profit or loss and is measured consistently with profit or loss in the financial statements, Operating segment have been
identified on the basis of nature of products and other quantitative criteria specified in the Ind AS 108.
- Segment revenue and results:
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure
and unallocable income.
- Segment assets and liabilities:
Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and
120
equipment, trade receivables, inventory and other operating assets. Segment liabilities primarily include trade payable and
other liabilities. Common assets and liabilities which cannot be allocated to any of the business segments are shown as
unallocable assets / liabilities.
- Inter Segment transfer:
Inter Segment revenues are recognised at sales price. The same is based on market price and business risks. Profit or loss
on inter segment transfer are eliminated at the Company level.
Summary of segment information is given below:
45.1: Financial information about the primary business segment's Revenue & Results : (Rs. in Crores)
Fertilizers Chemicals Others Total
2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17
A REVENUE:
External sales revenue 1,743.62 1,685.12 3,987.29 3,061.65 185.68 198.04 5,916.59 4,944.81
Intersegment revenue - - - - - - - -
Total Revenue 1,743.62 1,685.12 3,987.29 3,061.65 185.68 198.04 5,916.59 4,944.81
B RESULT:
Segment result (40.46) (31.31) 1,335.33 525.66 32.89 43.64 1,327.76 537.99
Reversal of impairment
provision (Refer Note 44) - - - 292.23 - - - 292.23
Unallocable income 28.27 126.01
Unallocable expenses (94.35) (37.74)
Operating profit 1,261.68 918.49
Finance costs (99.71) (203.44)
45.2: Financial information about the primary business segment's assets and liabilities : (Rs. in Crores)
Fertilizers As At Chemicals As. At Others As At Total As At
31-03-2018 31-03-2017 31-03-2018 31-03-2017 31-03-2018 31-03-2017 31-03-2018 31-03-2017
Segment assets 2,481.23 2,976.38 2,823.20 3,053.32 240.79 214.44 5,545.22 6,244.14
Segment liabilities (1,180.95) (1,223.72) (287.34) (255.73) (150.42) (100.12) (1,618.71) (1,579.57)
Other unallocable
corporate assets - - - - - - 1,628.08 1,658.41
Other unallocable
corporate liabilities - - - - - - (1,096.61) (2,521.39)
Total capital employed 1,300.28 1,752.66 2,535.86 2,797.59 90.37 114.32 4,517.04 3,801.59
Capital assets /
expenditure incurred
during the year:
Capital assets including
capital work in progress 1.58 2.82 19.03 12.52 0.86 0.98 21.47 16.32
Other unallocable capital
expenditures - - - - - - 13.10 12.16
Total 1.58 2.82 19.03 12.52 0.86 0.98 34.57 28.48
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Note: 46 Components of Other Comprehensive Income (OCI)
The disaggregation of changes to OCI by each type of reserve in equity is shown below. (Rs. in Crores)
FVTOCI Reserve Retained Earnings Total
Particulrs Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Re-measurement losses on defined benefit
plans (net of tax) - - (26.72) (6.07) (26.72) (6.07)
Net (loss) / gain on FVTOCI on equity
Investments (net of tax) (12.88) 46.24 - - (12.88) 46.24
(12.88) 46.24 (26.72) (6.07) (39.60) 40.17
Note 47 : Details of hedged and unhedged exposure in foreign currency denominated monetary items :
(a) Exposure in foreign currency - Hedged
(i) Amounts Payable in Foreign Currency :
Particulars Hedged against As at March 31, 2018 As at March 31, 2017
Rs. in Crore Amount in FC Rs. in Crore Amount in FC
External Commercial Borrowings Forward Contract 74.30 Euro 92,16,554 89.33 Euro 1,29,00,000
Buyers credit Forward Contract 65.77 USD 1,01,12,027 129.93 USD 2,00,38,832
Interest accrued but not due Forward Contract 0.29 USD 44,816 0.41 USD 63,205
Payables for import Forward Contract 53.52 USD 81,95,742 23.04 USD 35,35,000
Payables for PCFC Export Credit 6.66 USD 10,23,944 - -
Interest accrued but not due in Interest rate swaps 0.53 Euro 65,180 0.87 Euro 1,25,958
External Commercial Borrowings
(ii) Interest rate swaps :

As at March 31, 2018 As at March 31, 2017
Particulars Notional amount Notional Amount Notional amount Notional Amount
Rs. In Crore in FC Rs. In Crore in FC
Hedge against exposure to variable 75.37 Euro 92,16,554 87.92 Euro 1,29,00,000
interest outflow on loan. Swap to pay
fixed interest @ ranging from 9.52% p.a.
to 9.74% p.a. and receive a variable
interest @ 6 month EURIBOR plus
1.98% on notional amount
(b) Exposure in foreign currency - Unhedged
(i) Amounts payable in foreign currency :
Payables for Import 66.70 Euro 81,85,587 32.32 Euro 46,29,387
Payables for Import 15.92 USD 24,38,731 0.13 USD 20,596
Payables for Import 0.38 SEK 4,77,384 - SEK -
Payables for Import 0.01 GBP 947 0.01 GBP 1,315
Payables for Import 0.00* CHF 217 0.35 CHF 54,213
(ii) Amounts receivable in foreign currency :
Receivables for export 59.65 USD 91,70,040 3.28 USD 5,05,200
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Note 48 : Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management
48.1 Category-wise classification of financial instruments: (Rs. in Crores)
As at March 31, 2018
Fair Value Fair Value Amortised Carrying
Particulars Refer through other through cost Value
Note Comprehensive profit
income or loss
Financial assets
Cash and cash equivalents 13 - - 6.14 6.14
Other bank balances 14 - - 10.01 10.01
Investments in equity shares (other than
investment in associate entity) 7 724.74 - - 724.74
Investments in unquoted equity shares of associate entity 7 - - 1.26 1.26
Trade receivables 10 - - 1,120.08 1,120.08
Loans and advances 8 - 91.17 - 91.17
Derivatives instruments not designated as hedge 9 - - 1.47 1.47
Other financial assets 9 - - 41.70 41.70
Total 724.74 91.17 1,180.66 1,996.57
Borrowings (including current maturities) 18 & 20 - - 303.03 303.03
Trade payables 19 - - 431.47 431.47
Other Financial Liabilities 20 - - 94.37 94.37
Total - - 828.87 828.87
(Rs. in Crores)
income or loss
Financial assets
Total 761.19 94.43 1,519.52 2,375.14
Borrowings (including current maturities) 18 & 20 - - 1,958.92 1,958.92
Trade payables 19 - - 340.11 340.11
Derivatives instruments not designated as hedge 20 - 6.65 - 6.65
Total - 6.65 2,380.00 2,386.65
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48.2 Fair value measurements:
a) Quantitative disclosures of fair value measurement hierarchy for financial assets and financial liabilities
The following table provides the fair value measurement hierarchy of the Company’s financial assets and liabilities:
(Rs. in Crores)
Significant Significant Significant Total Significant Significant Significant Total
Particulars observable observable observable observable observable observable
inputs inputs inputs inputs inputs inputs
(Level 1*) (Level 2) (Level 3) (Level 1*) (Level 2) (Level 3)
Financial assets measured at fair value
Investment in quoted equity investments
measured at FVTOCI (refer Note 7) 364.56 - - 364.56 303.32 - - 303.32
Investment in unquoted equity investments
measured at FVTOCI (refer Note 7) - - 360.18 360.18 - - 457.87 457.87
Loans and advances (refer Note 8) - - 91.17 91.17 - - 94.43 94.43
Derivative instruments (refer Note 9) - 1.47 - 1.47 - - - -
Total 364.56 1.47 451.35 817.38 303.32 - 552.30 855.62
Financial liabilities measured at fair value
Derivative instruments (refer Note 20) - - - - - 6.65 - 6.65
Total - - - - - 6.65 - 6.65
Asset for which fair values are disclosed
Investment properties (refer Note 5) - - 57.61 57.61 - - 60.05 60.05
*The fair value of the quoted equity investments are derived from quoted market prices in active market.
b) Description of significant unobservable inputs to valuation:

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy
together with a quantitative sensitivity analysis as at March 31, 2018 and March 31, 2017 are as shown below:
Particulars Valuation Significant Range Sensitivity of the input
Technique unobservable (weighted average) to fair value
input
FVTOCI assets in Discounted Gas trading 10% increase (decrease) in the Gas trading margine would result in increase /
unquoted equity shares free cash margin (decrease) in fair value as of March 31, 2018 : Rs. 6.08 crore (Rs. 6.13 crore).
(Gujarat State flow method {Decreasing the Gas trading margin by 25%ª would change the fair value by Rs.
Petrolium Corporation 18.43 crore as at 31.03.2017.}
Limited)
FVTOCI assets in Market Market 31 March 2018 : 15% - 25% 5% increase (decrease) in the market multiple
unquoted equity shares Approach - Multiple (20%) discount would result in decrease (increase) in fair
(Gujarat Chemical Port Comparable Discount 31 March 2017 : 17.50% - value as of March 31, 2018 : Rs. 18.40 crore (Rs.
Terminal Company companies 22.50% (20%) 18.21 crore) {2.5% increase (decrease) in the market
Limited) multiple discount would result in decrease
(increase) in fair value as of March 31, 2017 : Rs. 9.75
crore (Rs. 9.75 crore)}
EBITDA (Rs. 31 March 2018 : Rs 197.18 Rs. 10.38 crore increase (decrease) in the EBITDA
Crores) crores - Rs. 217.94 crores would result in increase (decrease) in fair value as of
(Rs.207.56 crores) March 31, 2018 : Rs. 14.53 crore (Rs. 14.72 crore)
31 March 2017 : Rs 207.90 {Rs. 5.30 crore increase (decrease) in the EBITDA
crores - Rs. 218.50 crores would result in increase (decrease) in fair value as of
(Rs.213.20 crores) March 31, 2017 : Rs. 7.91 crore (Rs. 7.91 crore)}
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input
FVTOCI assets in Net asset Discount to 31 March 2018 : 15% - 25% 5% increase (decrease) in the discount to book value
unquoted equity shares value Book Value (20%) would result in decrease (increase) in fair value as of
(Bhavnagar Energy 31 March 2017 : 20% - 30% March 31, 2018 : Rs. 1.53 crore (Rs. 1.53 crore) {As of
Company Limited) (25%) March 31,2017 : Rs. 2.41 crore (Rs. 2.46 Crore)}.
Share holders 31 March 2018: - As of March 31, 2018 this unobservable input is not
fund (Rs. 31 March 2017 : Rs 791.20 used for valuation.
Crores) crores - Rs. 874.50 crores Rs. 41.65 crore increase (decrease) in the
(Rs. 832.85 crores) shareholders fund would result in increase
(decrease) in fair value as of March 31, 2017 by Rs.
1.82 crore (Rs. 1.82 crore)
FVTOCI assets in Net asset Share holders 31 March 2018 : Rs 16.10 Rs. 0.80 crore increase (decrease) in the
unquoted equity shares value fund (Rs. crores - Rs. 17.80 crores shareholders fund would result in increase
(Gujarat Venture Crores) (Rs. 17 crores) (decrease) in fair value as of March 31, 2018 by Rs.
Finance Limited) 31 March 2017 : Rs 14.50 0.01 crore (Rs. 0.01 crore) {Rs. 0.75 crore increase
crores - Rs. 16.00 crores (decrease) in the shareholders fund would result in
(Rs. 15.25 crores) increase (decrease) in fair value as of March 31,
2017 by Rs. 0.01 crore (Rs. 0.01 crore)}
Discount to 31 March 2018 : 15% - 25% 5% increase (decrease) in the discount to book value
Book Value (20%) would result in decrease (increase) in fair value as of
31 March 2017 : 15% - 25% March 31, 2018 : Rs. 0.02 crore (Rs. 0.02 crore) {as of
(20%) March 31, 2017 by Rs. 0.01 crore (Rs. 0.01 crore)}
FVTOCI assets in Market Market 31 March 2018 : 15% - 25%5% increase (decrease) in the market multiple
(Bharuch Enviro Comparable Discount 31 March 2017 : 17.50% - value as of March 31, 2018 : Rs. 0.32 crore (Rs. 0.32
Infrastructure Limited) companies 22.50% (20%) crore) {2.5% increase (decrease) in the market
multiple discount would result in decrease
Consolidated 31 March 2018 : Rs 25.30 Rs. 1.40 crore increase (decrease) in the
PAT (Rs. crores - Rs. 28.10 crores consolidated PAT would result in increase (decrease)
Crores) (Rs. 26.70 crores) in fair value as of March 31, 2018 : Rs. 0.26 crore (Rs.
31 March 2017 : Rs 24.00 026 crore) {Rs. 0.60 crore increase (decrease) in the
crores - Rs. 25.20 crores consolidated PAT would result in increase (decrease)
(Rs. 24.60 crores) in fair value as of March 31, 2017 : Rs. 0.09 crore (Rs.
0.09 crore)}
FVTOCI assets in Market Market 31 March 2018 : -5% - +5% 5% increase (decrease) in the market multiple
(Bharuch Dahej Railway Comparable Discount 31 March 2017 : 22.50% - value as of March 31, 2018 : Rs. 1.76 crore (Rs. 1.76
Company Limited) companies 27.50% (25%) crore) {2.5% increase (decrease) in the market
(Rs.30.10 crores) March 31, 2018 : Rs. 1.15 crore (Rs. 1.15 crore) {Rs.
31 March 2017 : Rs 39.10 1.00 crore increase (decrease) in the EBITDA would
crores - Rs. 41.10 crores result in increase (decrease) in fair value as of March
(Rs.40.10 crores) 31, 2017 : Rs. 0.88 crore (Rs. 0.88 crore) }
FVTOCI assets in Net Asset Share holders 31 March 2018 : Rs 8.66 Rs. 0.46 crore increase (decrease) in the
unquoted equity shares Value fund (Rs. crores - Rs. 9.57 crores (Rs. shareholders fund would result in increase
(Ecophos GNFC India Crores) 9.12 crores) (decrease) in fair value as of March 31, 2018 by Rs.
Private Limited) 0.56 crore (Rs. 0.56 crore) {as of March 31, 2017 the
investee company was in start up phase, hence
sensitivity impact is immaterial}
March 31, 2018 : Rs. 0.56 crore (Rs. 0.56 crore) {as of
March 31, 2017 the investee company was in start up
phase, hence sensitivity impact is immaterial}
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c) Financial Instrument measured at amortised cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a
reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.
48.3 Financial Risk objective and policies:
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.
The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial
assets include loans, investments, trade and other receivables, and cash and cash equivalents that derive directly from its
operations. The Company also holds FVTOCI investments and enters into derivative transactions.
In the ordinary course of business, the Company is mainly exposed to risks resulting from exchange rate fluctuation (currency
risk), interest rate movements (interest rate risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other
price risks such as equity price risk. The Company's senior management oversees the management of these risks. It manages
its exposure to these risks through derivative financial instruments by hedging transactions as required. It uses derivative
instruments such as interest rate swaps and foreign currency forward contract to manage these risks. These derivative
instruments reduce the impact of both favourable and unfavourable fluctuations.
The Company's risk management activities are subject to the management, direction and control of the management of the
Company under the guideline of the Board of Directors of the Company. The management ensures appropriate financial risk
governance framework for the Company through appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Company's policies and risk objectives. It is the Company's policy that no
trading in derivatives for speculative purposes may be undertaken.
The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to
period depending on market conditions and the relative costs of the instruments. The tenure is linked to the timing of the
underlying exposure, with the connection between the two being regularly monitored. The Company is exposed to losses in
the event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with
counterparties that, in management's judgment, are creditworthy. The outstanding derivatives are reviewed periodically to
ensure that there is no inappropriate concentration of outstanding to any particular counterparty.
Further, all currency and interest risk as identified above is measured on a daily basis by monitoring the mark to market
(MTM) of open and hedged position. The MTM is derived basis underlying market curves on closing basis of relevant
instrument quoted on Bloomberg/Reuters. For year ends, the MTM for each derivative instrument outstanding is obtained
from respective banks. All gain / loss arising from MTM for open derivative contracts and gain / loss on settlement /
cancellation / roll over of derivative contracts is recorded in statement of profit and loss.
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as
equity price risk. Financial instruments affected by market risk include loans and borrowings, FVTOCI investments and
The sensitivity analysis in the following sections relate to the position as at March 31, 2018 and March 31, 2017.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest
rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant as at
March 31, 2018. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and
other post-retirement obligations; provisions.
The following assumptions have been made in calculating the sensitivity analysis:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is
based on the financial assets and financial liabilities held at March 31, 2018 and March 31, 2017.
(i) Interest rate risk
The Company is exposed to changes in market interest rates due to financing, investing and cash management
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activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's
long-term debt obligations with floating interest rates and period of borrowings. The Company manages its interest
rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company enters into
interest rate swap contracts or interest rate future contracts to manage its exposure to changes in the underlying
benchmark interest rates.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected
through the impact on floating rate borrowings, as follows:
If interest rates had been 50 basis points higher / lower and all other variables were held constant, the Company's
profit for the year ended March 31, 2018 would decrease / increase by Rs. Nil (previous year Rs. 7.99 crore). This is
mainly attributable to interest rates on variable rate long term borrowings.
(ii) Foreign currency risk
Exchange rate movements, particularly the United States Dollar (USD) and Euro (EUR) against Indian Rupee (INR),
have an impact on the Company's operating results. The Company manages its foreign currency risk by entering into
currency swap for converting INR loan into other foreign currency for taking advantage of lower cost of borrowing in
stable currency environment. The Company also enters into various foreign exchange contracts to mitigate the risk
arising out of foreign exchange rate movement on foreign currency borrowings or trade payables. Further, to hedge
foreign currency future transactions in respect of which firm commitment are made or which are highly probable
forecast transactions (for instance, foreign exchange denominated income) the Company has entered into foreign
currency forward contracts as per the policy of the Company.
The details of exposures hedged using forward exchange contracts are given as a part of Note 48 and the details of
unhedged exposures are given as part of Note 47
The Company is mainly exposed to changes in USD and EURO. The below table demonstrates the sensitivity to a 5%
increase or decrease in the respective foreign currency rates against INR, with all other variables held constant. The
sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents
management's assessment of reasonably possible change in foreign exchange rate.
(Rs. in Crores)
Particulars Impact on Profit before tax Impact on Pre-tax Equity
For the year ended For the year ended
March 31, March 31, March 31, March 31,
2018 2017 2018 2017
USD Sensitivity
RUPEES / USD – Increase by 5% (3.76) (7.69) (3.76) (7.69)
RUPEES / USD – Decrease by 5% 3.76 7.69 3.76 7.69
EURO Sensitivity
RUPEES / EURO – Increase by 5% (3.33) (4.52) (3.33) (4.52)
RUPEES / EURO – Decrease by 5% 3.33 4.52 3.33 4.52
(III) Commodity price risk

The Company’s operating activities require the ongoing purchase of natural gas. Natural gas being an international
commodity is subject to price fluctuation on account of the change in the crude oil prices, demand supply pattern of
natural gas and exchange rate fluctuations. The Company is not affected by the price volatility of the natural gas to the
extent consumed for Urea as under the Urea pricing formula the cost of natural gas is pass through if the consumption
of natural gas is within the permissible norm for manufacturing of Urea.
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The Company also deals in purchase of other feed stock materials (i.e Rock phosphate, and Denatured Ethyl Alcohol)
which are imported by the Company and used in the manufacturing of Ammonium Nitro Phosphate and Ethyl Acetate.
The import prices of these materials are governed by international demand and supply pattern. There is a price and
material availability risk, which is managed by senior management team through sensitivity analysis, commodity price
tracking.
(IV) Equity price risk
The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties
about future values of the investment securities. The Company manages the equity price risk through diversification
and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the
Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity
investment decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was Rs. 360.18 crore. Sensitivity analyses
of these investments have been provided in Note 48.2(b).
At the reporting date, the exposure to listed equity securities at fair value was Rs. 364.56 crore. A decrease of 5% on
the BSE market price could have an impact of approximately Rs. 18.23 crore on the OCI or equity attributable to the
Group. An increase of 5% in the value of the listed securities would also impact OCI and equity. These changes would
not have an effect on profit or loss.
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables
and other financial assets) and from its financing activities, including deposits with banks, foreign exchange transactions
and other financial instruments.
Customer credit risk is managed by the Company’s established policy, procedures and control relating to customer credit
risk management. Credit quality of a customer is assessed based on an extensive evaluation and individual credit limits
are defined in accordance with this assessment.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The
calculation is based on exchange losses historical data.
Credit risk from balances with banks is managed by the Company’s treasury department in accordance with the
Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual
basis, and may be updated throughout the year subject to approval of the Company’s management. The limits are set to
minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make
payments.
Trade Receivables
The Company’s receivables can be classified into two categories, one is from the customers/ dealers in the market and
second one is from the central and state Government in the form of subsidy. As far as Government portion of receivables
is concerned, credit risk is Nil. In respect of market receivables from the customers/ dealers, the Company extends credit
to customers in normal course of business. The Company considers factors such as credit track record in the market and
past dealings for extensions of credit to customers. The Company monitors the payment track record of the customers.
Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect
to trade receivables as for certain products it extends rolling credit to its customers, against the collateral.
The Company follows a ‘simplified approach’ (i.e. based on lifetime ECL) for recognition of impairment loss allowance on
Trade receivables, other than those receivables from the Government of India. For the purpose of measuring lifetime ECL
allowance for trade receivables, the company estimates irrecoverable amounts based on the ageing of the receivable
balances and historical experience in respect of certain categories of the customers. Individual trade receivables are
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written off when management deems them not to be collectible
c) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with
financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an
inability to sell a financial asset quickly at close to its fair value.
The Company has an established liquidity risk management framework for managing its short term, medium term and
long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities. The Company manages the liquidity risk by maintaining
adequate funds in cash and bank balances. The Company also has adequate credit facilities agreed with banks to ensure
that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.
The table below analysis derivative and non-derivative financial liabilities of the Company into relevant maturity
groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed
in the table are the contractual undiscounted cash flows.
(Rs. in Crores)
Particulars Refer On Less than 1 to Over Total
Note Demand 1 year 5 years 5 years
Borrowings (including current maturities) 18 & 20 105.91 197.12 - - 303.03
Trade payables 19 - 431.47 - - 431.47
Other financial liabilities 20 - 94.37 - - 94.37
Total 105.91 722.96 - - 828.87
Borrowings (including current maturities) 18 & 20 571.89 853.62 533.41 - 1,958.92
Trade payables 19 - 340.11 - - 340.11
Derivatives Instruments not designated as hedge 20 - 6.65 - - 6.65
Total 571.89 1,281.35 533.41 - 2,386.65
48.4 Capital management

For the purposes of the Company’s capital management, capital includes issued capital and all other equity. The primary
objective of the Company’s capital management is to maximize shareholder value. The Company manages its capital structure
and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.
The Company monitors capital using gearing ratio, which is net debt (total debt less cash and bank balance) divided by total
capital plus net debt.
(Rs. in Crores)
Total Borrowings (refer Note 18 and 20) 303.03 1,958.92
Less: Cash and bank balances (refer Note 13 and 14) 16.15 12.51
Net Debt (A) 286.88 1,946.41
Total Equity (B) 4,457.98 3,801.59

Total Equity and Net Debt (C = A + B) 4,744.86 5,748.00
Gearing ratio 6% 34%
During the year , the Company has repaid its borrowings of Rs. 471 crore before the maturity date to achieve the objective of
better capital management.
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it
meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
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Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have
been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2017
and March 31, 2016.
Note 49 : Standards Issued but not yet effective
The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial
statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.
The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017
and Companies (Indian Accounting Standards) Amendment Rules, 2018 amending the following standard:
(a) Ind AS 115 Revenue from Contracts with Customers
The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This new standard
requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect
the consideration to which the Company expects to be entitled in exchange for those goods or services. Adoption of the
new rules could affect the timing of revenue recognition for certain transactions of the Company. Ind AS 115 is effective
for the Company in the first quarter of fiscal 2019 using either one of two methods: (i) retrospectively to each prior
reporting period presented in accordance with Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors,
with the option to elect certain practical expedients as defined within Ind AS 115 (the full retrospective method); or (ii)
retrospectively with the cumulative effect of initially applying Ind AS 115 recognized at the date of initial application (1
April 2018) and providing certain additional disclosures as defined in Ind AS 115 (the modified retrospective method).
The Company continues to evaluate the available transition methods and its contractual arrangements. The ultimate
impact on revenue resulting from the application of Ind AS 115 will be subject to assessments that are dependent on
many variables, including, but not limited to, the terms of the contractual arrangements and the mix of business. The
Company's considerations also include, but are not limited to, the comparability of its financial statements and the
comparability within its industry from application of the new standard to its contractual arrangements. The Company has
established an implementation team to implement Ind AS 115 related to the recognition of revenue from contracts with
customers and it continues to evaluate the changes to accounting system and processes, and additional disclosure
requirements that may be necessary.
Upon adoption the Company expects there to be a change in the manner that variable consideration in certain revenue
arrangements is recognized from the current practice of recognizing such revenue as the services are performed and the
variable consideration is earned to estimating the achievability of the variable conditions when the Company begins
delivering services and recognizing that amount over the contractual period. The Company also expects a change in the
manner that it recognizes certain incremental and fulfilment costs from expensing them as incurred to deferring and
recognizing them over the contractual period. A reliable estimate of the quantitative impact of Ind AS 115 on the financial
statements will only be possible once the implementation project has been completed.
(b) Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses
The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against
which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments
provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable
profit may include the recovery of some assets for more than their carrying amount.
Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the
change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in
another component of equity, as appropriate), without allocating the change between opening retained earnings and
other components of equity. Entities applying this relief must disclose that fact.
These amendments are effective for annual periods beginning on or after April 1, 2018. These amendments are not
expected to have any impact on the Company as the Company has no deductible temporary differences or assets that are
in the scope of the amendments.
(c) Amendments to Ind AS 40 – Transfer of Investment Property
The amendments clarify when an entity should transfer property, including property under construction or development
into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases
130
to meet, the definition of investment property and there is evidence of the change in use. A mere change in management’s
intentions for the use of a property does not provide evidence of a change in use.
Entities should apply the amendments prospectively to changes in use that occur on or after the beginning of the annual
reporting period in which the entity first applies the amendments. An entity should reassess the classification of property
held at that date and, if applicable, reclassify property to reflect the conditions that exist at that date. Retrospective
application in accordance with Ind AS 8 is only permitted if it is possible without the use of hindsight.
The amendments are effective for annual periods beginning on or after April 1, 2018. The Company will apply amendments
when they become effective. However, since Company’s current practice is in line with the clarifications issued, the
Company does not expect any effect on its financial statements.
(d) Amendments to Ind AS 28 - Investments in Associates and Joint Ventures:
The amendments clarify that:
• An entity that is a venture capital organisation, or other qualifying entity, may elect, at initial recognition on an
investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through
profit or loss.
• If an entity, that is not itself an investment entity, has an interest in an associate or joint venture that is an investment
entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that
investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries.
This election is made separately for each investment entity associate or joint venture, at the later of the date on which:
(a) the investment entity associate or joint venture is initially recognised; (b) the associate or joint venture becomes an
investment entity; and (c) the investment entity associate or joint venture first becomes a parent.
The amendments should be applied retrospectively and are effective from 1 April 2018. These amendments are not
applicable to the Company.
(e) Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration
The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset,
expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to
advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary
asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in
advance, then the entity must determine the transaction date for each payment or receipt of advance consideration.
Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively, an entity may apply these
requirements prospectively to all assets, expenses and income in its scope that are initially recognised on or after:
(i) The beginning of the reporting period in which the entity first applies the Appendix, or
(ii)The beginning of a prior reporting period presented as comparative information in the financial statements of the
reporting period in which the entity first applies the Appendix.
The Appendix is effective for annual periods beginning on or after April 1, 2018. However, since the Company’s current
practice is in line with the Interpretation, the Company does not expect any effect on its financial statements.
Note 50 : Event occurred after the Balance Sheet Date:
'The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval
of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions
in the financial statements. As of April 23, 2018, there were no material subsequent events to be recognized or reported
that are not already previously disclosed.

Place: Gandhinagar AS PER OUR REPORT OF EVEN DATE
per Sukrut Mehta
Place: Ahmedabad Partner
131
TO THE MEMBERS OF GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LIMITED
INDEPENDENT Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of Gujarat
AUDITORS' Narmada Valley Fertilizers & Chemicals Limited (hereinafter referred to as "the Holding
Company"), its subsidiary (the Holding Company and its subsidiary together referred to as "the
REPORT Group") and its associate, comprising of the consolidated Balance Sheet as at March 31, 2018,
the consolidated Statement of Profit and Loss including other comprehensive income, the
consolidated Cash Flow Statement, the consolidated Statement of Changes in Equity for the
year then ended, and a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the consolidated Ind AS financial statements").
Management's Responsibility for the Consolidated Ind AS Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in
terms of the requirement of the Companies Act, 2013 ("the Act") that give a true and fair view of the consolidated financial position,
consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement
of changes in equity of the Group including its associate in accordance with accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standard)
Rules, 2015, as amended. The respective Board of Directors of the Companies included in the Group and of its associate are
responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Group and of its associate 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 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 Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting
the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit
in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. 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. In making those risk assessments, the
auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated Ind AS financial
statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates
made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion
on the consolidated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS
financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India of the consolidated state of affairs of the Group and its associate as at
March 31, 2018, their consolidated profit including other comprehensive income, their consolidated cash flows and consolidated
statement of changes in equity for the year ended on that date.
132
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 purpose of our audit of the aforesaid consolidated Ind AS 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;
(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss including the Statement of Other
Comprehensive Income, the consolidated Cash Flow Statement and consolidated Statement of Changes in Equity dealt
with by this Report are in agreement with the books of account maintained for the purpose of preparation of the
consolidated Ind AS financial statements;
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified
under section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company, subsidiary company and
associate company, as on March 31, 2018 taken on record by the Board of Directors of the Group companies and
associate company, none of the directors of such companies are disqualified as on March 31, 2018 from being appointed
as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of
the Holding Company and its subsidiary company and associate company, refer to our separate report in "Annexure 1"
to this report;
(g) 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, in our opinion and to the best of our information and according to the explanations
given to us and based on the consideration of the separate unaudited financial statements as also the other unaudited
financial information of the subsidiary and the associate, as noted in the 'Other matter' paragraph:
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial
position of the Group and its associate - Refer Note 36 to the consolidated Ind AS financial statements;
ii. The Group and its associate did not have any long term contracts including derivative contracts for which there were
any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company, its subsidiary and associate incorporated in India during the year ended March 31,
2018.
Other Matter
(a) The accompanying consolidated Ind AS financial statements include unaudited financial statements and other unaudited
financial information in respect of its subsidiary, whose financial statements and other financial information reflect total
assets of Rs 0.01 crores and net assets of Rs (0.03) crores as at March 31, 2018, and total revenues of Rs Nil and net cash
inflows of Rs 0.01 crores for the year ended on that date. These unaudited financial statements and other unaudited financial
information have been furnished to us by the Management. The consolidated Ind AS financial statements also include the
Group's share of net profit of Rs 5.46 crores for the year ended March 31, 2018, as considered in the consolidated Ind AS
financial statements, in respect of an associate, whose financial statements, other financial information have not been
audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the
Management. Our opinion, in so far as it relates amounts and disclosures included in respect of the subsidiary and associate,
and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary and
associate, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion
and according to the information and explanations given to us by the Management, these financial statements and other
financial information are not material to the Group.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements
133
above, is not modified in respect of the above matters with respect to our reliance on the financial statements and other financial
information certified by the Management.

per Sukrut Mehta
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE CONSOLIDATED IND AS
FINANCIAL STATEMENTS OF GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LIMITED
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 Ind AS financial statements of Gujarat Narmada Valley Fertilizers & Chemicals
Limited as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of
Gujarat Narmada Valley Fertilizers & Chemicals Limited (hereinafter referred to as the "Holding Company"), its subsidiary
company and its associate company, which are companies incorporated in India, as of that date.
Management's Responsibility for Internal Financial Controls
The respective Board of Directors of the of the Holding Company, its subsidiary company and its associate company, 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 the Holding 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. 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 the respective company's policies, 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 Act.
Auditor's Responsibility
Our responsibility is to express an opinion on the company's internal financial controls over financial reporting with reference to
these consolidated Ind AS financial statements 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") and the Standards on Auditing, both, issued
by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, 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
over financial reporting 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 system
over financial reporting with reference to these consolidated Ind AS financial statements and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over
financial reporting with reference to these consolidated Ind AS 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 judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
internal financial controls system over financial reporting with reference to these consolidated Ind AS financial statements.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting with reference to these consolidated Ind AS 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
134
control over financial reporting 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
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised 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 Over Financial Reporting With Reference to these Consolidated Ind AS
Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these consolidated Ind
AS 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 over
financial reporting with reference to these consolidated Ind AS financial statements to future periods are subject to the risk that
the internal financial control over financial reporting with reference to these consolidated Ind AS 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 Holding Company, its subsidiary company and associate company which are companies incorporated in India,
have, maintained in all material respects, adequate internal financial controls system over financial reporting with reference to
these consolidated Ind AS financial statements and such internal financial controls over financial reporting with reference to
these consolidated Ind AS financial statements were operating effectively as at March 31, 2018, based on the internal control over
financial reporting criteria established by the Holding 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.
per Sukrut Mehta

135
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2018
(Rs. in Crores)
Particulars Notes As at As at
March 31, 2018 March 31, 2017
ASSETS
I. Non-current assets
(a) Property, plant and equipment 4 4,114.73 4,395.88
(b) Capital work-in-progress 4 13.67 14.41
(c) Investment property 5 18.98 19.41
(d) Intangible assets 6 27.41 26.93
(e) Financial assets
(i) Investments 7 785.09 816.08
(ii) Loans and advances 8 75.76 78.22
(iii) Other financial assets 9 10.05 70.86
(f) Income tax assets (net) 25 40.53 38.68
(g) Other assets 11 37.45 38.77
5,123.67 5,499.24
II. Current assets

(a) Inventories 12 680.64 661.79
(b) Financial assets
(i) Trade receivables 10 1,120.08 1,111.53
(ii) Cash and cash equivalents 13 6.15 4.10
(iii) Other bank balances 14 10.01 8.41
(iv) Loans and advances 8 15.41 16.21
(v) Other financial assets 9 33.12 323.37
(c) Other assets 15 243.28 331.54
2,108.69 2,456.95
Total 7,232.36 7,956.19
EQUITY AND LIABILITIES

Equity
(a) Equity share capital 16 155.42 155.42
(b) Other equity 17 4,361.62 3,699.81
4,517.04 3,855.23
Liabilities
I. Non-current liabilities
(i) Borrowings 18 - 533.41
(b) Long-term provisions 21 173.44 132.67
(c) Deferred tax liabilities (net) 25 478.67 386.92
1,532.58 1,994.12
II. Current liabilities

(i) Borrowings 18 229.56 1,073.31
(ii) Trade payables 19 431.47 340.11
(iii) Other financial liabilities 20 167.84 439.82
(b) Other liabilities 23 133.19 74.13
(c) Short-term provisions 24 55.12 40.49
(e) Liabilities for current tax (net) 25 99.91 62.31
1,182.74 2,106.84
Total 7,232.36 7,956.19
The accompanying notes are an integral part of these consolidated financial statements.

per Sukrut Mehta
136
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018
(Rs. in Crores)
Particulars Notes Year ended Year ended
March 31, 2018 March 31, 2017
Income
Revenue from operations 26 5,916.59 4,944.81
Other income 27 141.52 224.86
Total 6,058.11 5,169.67
Expenses
Cost of raw materials and components consumed 28 2,383.19 1,836.65
Purchase of traded goods 29A 45.02 248.59
Purchase of goods and services IT division 29B 101.63 104.07
Decrease in inventories of finished goods, work-in-progress and traded goods 30 2.89 2.51
Power, fuel and other utilities 887.99 779.34
Excise duty 79.28 356.04
Employee benefits expense 31 394.96 374.37
Finance costs 32 99.71 203.44
Depreciation and amortization expense 33 270.47 251.44
Other expenses 34 631.04 590.40
Total 4,896.18 4,746.85
Profit before exceptional items and tax 1,161.93 422.82
Exceptional items 44 - 292.23
Tax expense
Current tax 383.70 82.63
Deferred tax (11.25) 111.12
Total tax expense 25 372.45 193.75
Profit for the year after tax and before share in profit of Associate 789.48 521.30
Share in profit of Associate 5.46 7.49
Profit for the year attributable to the shareholders of the Company 794.94 528.79
Other comprehensive income
Other comprehensive income not to be reclassified to profit
or loss in subsequent periods:
Re-measurement losses on defined benefit plans (40.86) (9.28)
Net (loss) / gain on FVTOCI equity investments (36.45) 29.12
Net other comprehensive (expense) / income not to be reclassified to

profit or loss in subsequent periods (39.60) 40.17
Total other comprehensive (expense) / income for the year, net of tax (B) (39.60) 40.17
Total comprehensive income for the year, net of tax (A)+(B) 755.34 568.96
Earnings per Share - (Face value of Rs. 10 each) Basic and Diluted (in Rs.) 35 51.15 34.02

Place : Gandhinagar
Date : April 23, 2018
AS PER OUR REPORT OF EVEN DATE
per Sukrut Mehta
Place: Ahmedabad Partner
137
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018
(A) Equity share capital (Rs. in Crores)
Particulars Note Amount
Balance as at April 01, 2016 155.42
(B) Other equity (Rs. in Crores)

Reserve and surplus Other Total
Capital Securities General Retained Comprehensive
Particulars reserve premium reserve earnings Income
FVTOCI
reserve
Note 17.1 Note 17.1 Note 17.1 Note 17.1 Note 17.2
Balance as at April 01, 2016 0.64 313.31 2,189.76 203.53 461.03 3,168.27
Other comprehensive (expense) / income
for the year - - - (6.07) 46.24 40.17
Total comprehensive income for the year - - - 522.72 46.24 568.96
Balance as at March 31, 2017 0.64 313.31 2,189.76 688.83 507.27 3,699.81
Other comprehensive expense for the year - - - (26.72) (12.88) (39.60)
Total comprehensive income for the year - - - 768.22 (12.88) 755.34
Transfer from retained earnings - - 115.00 (115.00) - -
Balance as at March 31, 2018 0.64 313.31 2,304.76 1,248.52 494.39 4,361.62


per Sukrut Mehta
138
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018
(Rs. in Crores)
Cash flow from operating activities
Profit before tax as per statement of profit and loss 1161.93 715.05
Adjustments for:
Reversal of impairment provision on property, plant and equipment - (292.23)
Loss / (profit) on sale / disposal of property, plant and equipment 1.70 (18.62)
Depreciation and amortization 270.47 251.44
Interest income (12.51) (31.58)
Income from dividend (6.57) (5.93)
Amortization of grant received (income) (71.67) (98.85)
Gain (adjustment) on decapitalisation of property, plant and equipment (10.91) -
Foreign exchange (gain) / loss (4.67) 3.60
Finance cost 93.38 203.44
Provision for Contingencies 12.66 -
Provision for doubtful debts / advances (net) 4.70 10.63
Operating profit before working capital changes 1,442.95 741.11
Movements in working capital :
(Increase) / decrease in trade receivables (13.25) 370.24
(Increase) / decrease in inventories (18.85) 39.47
Decrease in financial assets 351.04 406.18
Decrease / (Increase) in loans and advances and other assets 75.05 (66.62)
Increase in provision 42.74 20.52
Increase in trade payables and other liabilities 150.42 79.69
(Decrease) in financial liabilities (4.25) (67.92)
Cash generated from operations 2025.85 1522.67
Direct taxes paid (210.50) (77.49)
Refund received 3.23 -
Net cash flow from operating activities (A) 1818.58 1445.18
Cash flows from investing activities
Purchase of property, plant & equipment (Including capital work In progress and
capital advances) (23.31) (90.88)
Proceeds from sale / concession received of property, plant and equipment (refer Note 4) 55.15 3.50
Purchase of investments - (1.01)
139
(Rs. in Crores)
Change in other bank balances 1.60 (1.81)
Interest received 9.48 31.50
Income from dividend 6.57 5.93
Net cash flow generated from / (used in) investing activities (B) 49.49 (52.77)
Cash flows from financing activities
Proceeds from short term borrowings 3982.68 3298.77
Repayment of short term borrowings (4,368.20) (3,332.12)
Repayment of long-term borrowings (825.65) (790.22)
Interest paid (90.90) (207.59)
Dividend Paid (Including dividend tax) (93.53) (37.41)
Premium on forward contracts (4.44) (4.16)
Net cash used in financing activities (C) (1,400.04) (1,072.73)
Net increase in cash and cash equivalents (A + B + C) 468.03 319.68
Cash and cash equivalents at the beginning of the year (564.74) (884.42)
Cash and cash equivalents at the end of the year (96.71) (564.74)
Notes:
Component of Cash and Cash equivalents (refer note 2 below)
- Cash on hand 0.12 0.10
- Balances with bank on current accounts 6.03 4.00
Total (refer Note 13) 6.15 4.10
Less: Cash credit and overdraft accounts (refer Note 18) 102.86 568.84
Total cash and cash equivalents (96.71) (564.74)
(1) The Cash flow statement has been prepared under the indirect method as set out in the Indian Accounting Standard 7 on
Statement of Cash Flows issued by the Institute of Chartered Accountants of India.
(2) During the year, Group revised the classification of component of Cash and Cash equivalent whereby including amount of
bank overdrafts which are repayable on demand.

Place : Gandhinagar
per Sukrut Mehta
140
1 Corporate information
Notes to the The consolidated financial statements comprise financial statements of Gujarat Narmada
Valley Fertilizers & Chemicals Limited (‘the Company’) and its subsidiary collectively
Consolidated known as "the Group" and its associate for the year ended March 31, 2018. The Company
Financial is a public company domiciled in India and is incorporated under the provisions of the
Statements for Companies Act applicable in India. Its shares are listed on two recognized stock
exchanges in India. The registered office of the Company is located at P.O: Narmadanagar
the year ended - 392 015, Dist.: Bharuch, Gujarat.
March 31, 2017 The Company is one of India’s leading companies engaged in the manufacturing and
selling of fertilizers, industrial chemical products and rendering IT services.
The consolidated financial statements were authorized for issue in accordance with a resolution of the directors on April 23,
2018.
2 Basis of preparation
2.1 The consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended).
The consolidated financial statements have been prepared on a historical cost basis, except for the following assets and
liabilities which have been measured at fair value or revalued amount:
- Derivative financial instruments,
- Defined benefit plans – plan assets measured at fair value; and
- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).
In addition, the financial statements are presented in INR and all values are rounded to the nearest Crore (INR 00,00,000),
except when otherwise indicated.
Changes in accounting policies and disclosures
The Group applied for the first time amendments to Ind AS 7 Statement of Cash Flows: Disclosure initiative, which are
effective for the annual periods beginning on or after April 01, 2017.
The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities,
including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The
Group has provided the information for the current period in Note 13.
2.2 Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiary as at March 31,
2018.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated
financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that
group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the
group’s accounting policies.“The financial statements of subsidiary used for the purpose of consolidation are drawn up to
same reporting date as that of the parent company, i.e., year ended on March 31, 2018.
Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its
subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and
liabilities recognised in the consolidated financial statements from the date of incorporation.
(b) Offset (eliminate) the carrying amount of the parent’s investment in a subsidiary.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets,
141
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires
recognition in the consolidated financial statements. Ind AS12 Income Taxes applies to temporary differences that
arise from the elimination of profits and losses resulting from intragroup transactions.
2.3 Summary of significant accounting policies
(a) Investment in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in
the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
The considerations made in determining whether significant influence or joint control are similar to those necessary to
determine control over the subsidiaries.
The Group’s investments in its associate are accounted for using the equity method. Under the equity method, the investment
in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the
Group’s share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the
carrying amount of the investment and is not tested for impairment individually.
The statement of profit and loss reflects the Group’s share of the results of operations of the associate. Any change in OCI
of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in
the equity of the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in
equity. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the
extent of the interest in the associate.
If an entity’s share of losses of an associate equals or exceeds its interest in the associate (which includes any long term
interest that, in substance, form part of the Group’s net investment in the associate), the entity discontinues recognising its
share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the entity resumes
recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of profit and loss.
The financial statements of the associate are prepared for the same reporting period as the Group. When necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the
investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the
difference between the recoverable amount of the associate and its carrying value, and then recognises the loss as ‘Share
of profit of an associate’ in the statement of profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair
value. Any difference between the carrying amount of the associate upon loss of significant influence or and the fair value
of the retained investment and proceeds from disposal is recognised in profit or loss.
b) Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is
treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle; or
- Held primarily for the purpose of trading; or
- Expected to be realized within twelve months after the reporting period; or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period
All other assets are classified as non-current.
142
A liability is current when :
- It is expected to be settled in normal operating cycle; or
- It is held primarily for the purpose of trading; or
- It is due to be settled within twelve months after the reporting period; or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash
equivalents. The Group has identified twelve months as its operating cycle.
c) Foreign currency transactions :
The Group’s financial statements are presented in INR, which is functional currency of the Group. The Group determines the
functional currency and items included in the financial statements are measured using that functional currency.
d) Transactions and balances
Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the
date the transaction first qualifies for recognition. However, for practical reasons, the Group uses an average rate if the
average approximates the actual rate at the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of
exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in profit or loss with the
exception that the Exchange differences arising on long-term foreign currency monetary items related to acquisition of a
property, plant and equipment (including funds used for projects work in progress) recognized in the Indian GAAP financial
statements for the period ending immediately before the beginning of the first Ind AS financial reporting period i.e. March
31, 2016 are capitalized / decapitalized to cost of Property, Plant and Equipment and depreciated over the remaining useful
life of the asset.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the date of initial transactions.
e) Fair value measurement
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the
143
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
- Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of each reporting period.
The Group's Management determines the policies and procedures for both recurring fair value measurement, such as
derivative financial instruments and unquoted financial assets measured at fair value and for non recurring fair value
measurement.
External valuers are involved for valuation of significant assets, such as properties, investments. Involvement of external
valuers is decided upon annually by the Management and in specific cases after discussion with and approval by the Group's
Audit Committee. Selection criteria includes market knowledge, reputation, independence and whether professional
standards are maintained. The Management decides, after discussions with the Group’s external valuers, which valuation
techniques and inputs to use for each case.
At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required
to be remeasured or re-assessed as per the Group’s accounting policies. For this analysis, the Management verifies the
major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other
relevant documents.
The Management, in conjunction with the Group’s external valuers, also compares the change in the fair value of each asset
and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
- Disclosures for valuation methods, significant estimates and assumptions (refer Note 48)
- uantitative disclosures of fair value measurement hierarchy (refer Note 48.2)
- Investment in unquoted equity shares (refer Note 7)
- Investment properties (refer Note 5)
- Financial instruments (including those carried at amortized cost) (refer Note 48.1)
f) Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can
be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the
consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or
duties collected on behalf of the government. The Group has concluded that it is the principal in all of its revenue arrangements
since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and
credit risks.
Revenues are inclusive of excise duty and net of returns and allowances, trade discounts and rebates. The Group has
assumed that recovery of excise duty flows to the Group on its own account. This is for the reason that it is a liability of the
manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the
recovery of excise duty flows to the Group on its own account, revenue includes excise duty up to June 30,2017. Sales tax/
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value added tax (VAT) / Goods and Service Tax(GST) is not received by the Group on its own account, it is tax collected on
value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue.
The specific recognision criteria described below must also be met before revenue is recognised.
Sale of goods
Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed
to the buyer, which generally coincides with delivery of goods. Revenue from export sales are recognized based on delivery
terms. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable including
excise duty, net of returns and allowances, trade discounts and volume rebates.
Urea product subsidy
Urea Subsidy under the New Urea Policy - 2015 is recognised as per concession rates notified by the Government of India
(GoI) for the quantity received at the destination. Urea Subsidy is further adjusted for input price escalation/ de-escalation
as estimated by the Management based on the prescribed norms. The Group recognises for the same on sales quantity
basis.
ANP product subsidy
ANP Subsidy under Nutrient Based Subsidy (NBS) w.e.f. 01.04.2010 and amendments thereto is recognised as per the
concession rates notified by the Government of India (GoI) for the quantity received at the destination. The Group recognises
for the same on sales quantity basis.
Urea and ANP product subsidy
Freight Subsidy is recognized for the quantity received at the destination based on the notified rates approved by the GoI in
case of Urea and on the normative notified rates approved by the GoI or the actual freight whichever is lower in case of ANP.
Rendering of services (including contracted services)
Income from services rendered by the Information Technology division is recognized as and when the services are rendered
based on the agreement/arrangement with the concerned parties.
Contracted services
Revenue from construction contracts of Information Technology division is recognized on a percentage completion method,
in proportion that the contract costs incurred for work performed up to the reporting date stand to the estimated total
contract costs indicating the stage of completion of the project. Contract revenue earned in excess of billing is reflected
under the head “Other current assets” and billing in excess of contract revenue is reflected under the head “Other current
liabilities” in the balance sheet. Full provision is made for any loss in the year in which it is first foreseen and cost incurred
towards future contract activity is classified as project work in progress.
Income from fixed price contract - revenue from development project / services under fixed price contract, where there is
no uncertainty as to measurement or collectability of consideration is recognized based on milestones reached under the
contract.
Interest income
For all financial instruments measured at amortized cost, interest income is recorded using the effective interest rate (EIR).
The EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the net carrying amount of the financial asset. When calculating the effective
interest rate, the Group estimates the expected cash flows by considering all the contractual terms of the financial instrument
(for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest
income is included in other income in the statement of profit or loss.
Dividends
Revenue is recognized when the Group’s right to receive the payment is established, which is generally when shareholders
approve the dividend.
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Insurance claims
Claims receivable on account of insurance are accounted for to the extent the Group is virtually certain of their ultimate
collection.
g) Government grants and export incentives
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis
over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an
asset, it is recognized as income in equal amounts over the expected useful life of the related asset.
Export incentive
Export incentives under various schemes notified by government are accounted for in the year of exports based on eligibility
and when there is no uncertainty in receiving the same.
Income from Energy Savings Certificates
Income from energy savings certificates under the scheme of Government of India through Bureau of Energy Efficiency,
Ministry of Power ('BEE') called 'Perform, Achieve and Trade mechanism is accrued in the year in which the certificates are
issued by BEE and is initially measured at its best estimate of the realisable amount. After the initial measurement, the
realisable amount is adjusted based on the latest available information about realisable price of such certificates, with
changes recognised in the statement of profit and loss.
h) Taxes
Tax expense comprises of current income tax and deferred tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. Current income tax (including Minimum Alternate Tax (MAT)) is measured at the amount expected to be paid to
the tax authorities in accordance with the Income-Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute
the amount are those that are enacted or substantially enacted, at the reporting date.
Current income tax relating to items recognized outside the statement of profit and loss is recognized outside the statement
of profit and loss (either in other comprehensive income (OCI) or in equity). Current tax items are recognized in correlation
to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred tax
Deferred tax is provided using the liability approach on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except
- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss.
- In respect of taxable temporary differences associated with investments in associates, when the timing of the reversal
of the temporary differences can be controlled and it is probable that the temporary differences will not reverse In the
foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilized, except:
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- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
- In respect of deductible temporary differences associated with investments in associates, deferred tax assets are
recognized only to the extent that it is probable that the temporary differences will reverse In the foreseeable future
and taxable profit will be available against which the temporary differences can be utilized.
The Group is eligible and claiming tax deductions available under section 80IA of the Income Tax Act, 1961 for a period of
10 years w.e.f FY 2011-12 in respect of windmill income. In view of Group availing tax deduction under Section 80IA of the
Income Tax Act, 1961, deferred tax has been recognized in respect of temporary difference, which will reverse after the tax
holiday period in the year in which the temporary difference originate and no deferred tax (assets or liabilities) is recognized
in respect of temporary difference which reverse during tax holiday period, to the extent such gross total income is subject
to the deduction during the tax holiday period. For recognition of deferred tax, the temporary difference which originate first
are considered to reverse first.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient future taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are
offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
The Group recognizes deferred tax credits in the nature of Minimum Alternate Tax (MAT) credit entitlement only to the
extent that it is probable that the Group will pay normal income tax during the specified period, i.e., the period for which MAT
tax credit is allowed to be carried forward, sufficient to utilize the MAT credit entitlement. In the year in which the Group
recognises MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as part of
deferred tax asset. The carrying amount of tax credit is reviewed at each reporting date as stated above.
i) Property, plant and equipment
Property, plant and equipment (PPE) and capital work in progress is stated at cost, net of accumulated depreciation and
accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and
borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful
lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and
equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized
in profit or loss as incurred.
The Group adjusts exchange differences arising on translation difference/settlement of long term foreign currency monetary
items outstanding in the Indian GAAP financial statements for the period ending immediately before the beginning of the
first Ind AS financial statements i.e. March 31, 2016 and pertaining to the acquisition of a depreciable asset to the cost of
asset and depreciates the same over the remaining life of the asset.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as prescribed under Part C
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of Schedule II of the Companies Act 2013 except for the lease hold land which is amortized over the lease term of 99 years.
The Identified component of property, plant and equipments are depreciated over their useful lives and the remaining
components are depreciated over the life of the principal assets. The management believes that these estimated useful
lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the
income statement when the asset is derecognized.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
J) Investment Properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment
properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost includes the
cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When
significant parts of the investment property are required to be replaced at intervals, the Group depreciates them separately
based on their specific useful lives. All other repair and maintenance costs are recognized in profit or loss as incurred.
The Group depreciates building component of investment property over 60 years from the date of original purchase.
Though the group measures investment property using cost based measurement, the fair value of investment property is
disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external
independent valuer applying a valuation model recommended by the International Valuation Standards Committee.
Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn
from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
k) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortization and accumulated impairment losses. Cost incurred on internally
generated intangible assets are not capitalised and the related expenditure is reflected in profit or loss in the period in
which the expenditure is incurred.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there
is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an
intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to
modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such
expenditure forms part of carrying value of another asset.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is
derecognised.
A summary of the policies applied to the Group’s intangible assets is as follows:
Intangible Assets Method of Amortization Estimated Useful life
Computer software on straight line basis Six years or validity period whichever is lower
Licenses on straight line basis Over its useful validity period
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l) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds.
m) Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the
inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of
a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly
specified in an arrangement.
For arrangements entered into prior to April 01, 2015, the Group has determined whether the arrangement contain lease
on the basis of facts and circumstances existing on the date of transition.
Group as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the
risks and rewards incidental to ownership to the Group is classified as a finance lease.
Finance leases are capitalized at the commencement of the lease at the inception date fair value of the leased property or,
if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges
and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are recognized in finance costs in the statement of profit and loss, unless they are directly attributable to
qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on the borrowing costs.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will
obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the
asset and the lease term.
Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the
lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified
as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant
lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognised over the lease term on the same basis as rental income.
n) Inventories
Inventories of Raw material, Work-in-progress, Finished goods and Stock-in-trade are valued at the lower of cost and net
realisable value. However, Raw material and work in-progress held for use in the production of inventories are not written
down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.
Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location
Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing
overheads based on the normal operating capacity, but excluding borrowing costs. Cost is determined on Weighted Average
Cost basis.
Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location
All other inventories of stores and consumables (including coal) are valued at weighted average cost.
Stores and Spares which do not meet the definition of property, plant and equipment are accounted as inventories.
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Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
o) Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and
its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately
for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally
cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash
flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budget / forecast the
Group extrapolates cash flow projection in the budget working a steady or declining growth rate for subsequent years,
unless an increasing rate can be justified. In any case this growth rate does not exceed the long term average growth rate
for the products, industry or the market in which the asset is used.
Impairment losses including impairment on inventories, are recognised in the statement of profit and loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication
that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group
estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has
been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
for the asset in prior years. Such reversal is recognised in the statement of profit or loss as exceptional item.
p) Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of
profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognised as a finance cost.
q) Retirement and other employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than
the contribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as
an expense, when an employee renders the related service. If the contribution payable to the scheme for service received
before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a
liability after deducting the contribution already paid.
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The employee’s gratuity fund scheme and post-retirement medical benefit schemes are Group’s defined benefit plans. The
contributions under the plans are made to separately administered funds. The cost of providing benefits under such defined
benefit plans is determined based on the actuarial valuation using the Projected Unit Credit Method as at the date of the
Balance sheet. In case of funded plans, the fair value of plan asset is reduced from the gross obligation under the defined
benefit plans, to recognise the obligation on the net basis.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in
net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on
the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to
retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in
subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the
following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine
settlements; and
- Net interest expense or income
Accumulated leave, which is expected to be utilised within the next twelve months, is treated as short term employee
benefits. The Group measures the expected cost of such absence as the additional amount that is expected to pay as a result
of the unused estimate that has accumulated at the reporting date. The Group treats accumulated leave expected to be
carried forward beyond twelve months as long term compensated absences which are provided for based on actuarial
valuation as at the end of the period. The actuarial valuation is done as per projected unit credit method.
r) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets
All financial assets are recognised initially at fair value plus in case of financial asset not recorded at fair value through
profit and loss, transaction cost that are attributable to the acquisition of the financial assets.
For purposes of subsequent measurement, financial assets are classified in three categories:
- Debt instrument at amortised cost
- Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
- Equity instruments measured at fair value through other comprehensive income (FVTOCI)
Debt instruments at amortised cost
A Debt instument is measured at amortised cost if both the following conditions are met:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows, and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.
The category is most relevant to the Group. After initial measurement, such financial assets are subsequently measured at
amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included
in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss except where
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the Group has given temporary waiver of interest not exceeding 12 months period. This category generally applies to trade,
loans and other receivables.
Debt instruments at fair value through profit or loss
FVTPL is a residual category for financial assets. Any financial asset, which does not meet the criteria for categorization as
at amortized cost or as FVTOCI, is classified as at FVTPL.
In addition, the Group may elect to designate a financial asset, which otherwise meets amortized cost or fair value through
other comprehensive income criteria, as at fair value through profit or loss. However, such election is allowed only if doing
so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Group
has not designated any debt instrument as at FVTPL.
After initial measurement, such financial assets are subsequently measured at fair value with all changes recognised in
Statement of profit and loss.
Equity instruments
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are
classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other
comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument-by-instrument
basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding
dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment.
However, the Group may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit or Loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the Group’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a)
the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement,
it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to
recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises
an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
The Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following
financial assets and credit risk exposure ;
a) Financial assets that are debt instruments, and are measured at amortised cost e.g. loans, debt securities, deposits,
trade receivables and bank balances.
b) Financial assets that are debt instruments and are measured as at other comprehensive income (FVTOCI)
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c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that
are within the scope of Ind AS 11 and Ind AS 18
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract
revenue receivables.
Under the simplified approach the Group does not track changes in credit risk. Rather, it recognises impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there
has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12
month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.
ECL is the difference between all contracted cash flows that are due to the Group in accordance with the contract and all the
cash flows that the Group expects to receive, discounted at the original EIR. ECL impairment loss allowance ( or reversal)
recognised during the period is recognised as income / (expense) in the statement of profit and loss (P&L). This amount is
reflected under the head “ Other Expense” in the P&L.
The balance sheet presentation for various financial instruments is described below:
Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables:
ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The
allowance reduces the net carrying amount. Until the asset meets write-off criteria, the group does not reduce impairment
allowance from the gross carrying amount.
For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the basis of shared
credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in
credit risk to be identified on a timely basis.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by
Ind AS 109.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the
initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value
gains / losses attributable to changes in own credit risk are recognized in OCI. These gains / losses are not subsequently
transferred to P&L. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair
153
value of such liability are recognized in the statement of profit or loss. The Group has not designated any financial liability
as at FVTPL.
Loans and borrowings
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the
liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
statement of profit or loss.
Reclassification of financial assets
The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets.
Changes to the business model are expected to be infrequent. The Group’s senior management determines change in the
business model as a result of external or internal changes which are significant to the Group’s operations. Such changes are
evident to external parties. A change in the business model occurs when the Group either begins or ceases to perform an
activity that is significant to its operations. If the Group reclassifies financial assets, it applies the reclassification prospectively
from the reclassification date which is the first day of the immediately next reporting period following the change in business
model. The Group does not restate any previously recognized gains, losses (including impairment gains or losses) or
interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
s) Derivative financial instruments
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps to hedge its
foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognised at
fair value through profit or loss (FVTPL) on the date on which a derivative contract is entered into and are subsequently re-
measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivative financial instrument or on settlement of such
derivative financial instruments are recognised in statement of profit and loss and are classified as Foreign Exchange (Gain)
/ Loss except those relating to borrowings, which are separately classified under Finance Cost.
t) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
154
For the purpose of the statement of cash flows, cash and cash equivalents consists of cash and short-term deposits, as
defined above, net of outstanding bank overdrafts and cash credit facilities as they are considered an integral part of the
Group’s cash management.
u) Cash dividend to equity holders of the Group
The Group recognises a liability to make cash to equity holders of the parent when the distribution is authorised and the
distribution is no longer at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when
it is approved by the shareholders. A corresponding amount is recognised directly in equity.
v) Earnings per share
Basic earnings per share are calculated by dividing the profit for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings
per share, the profit for the period attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares.
3 Significant accounting estimates and assumptions
The preparation of the Group’s Ind AS Financial Statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the acGrouping disclosures,
and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes
that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are described below. The Group based its assumptions and estimates on parameters available when the financial
statements were prepared. Existing circumstances and assumptions about future developments, however, may change due
to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
TaxesDeferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be
available against which the credits can be utilised. Significant management judgment 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. Further details on taxes are disclosed in note 25.
Defined benefit plans (gratuity benefits and other post-employment medical benefits)The cost of the defined benefit
gratuity plan and other post-employment medical benefits and the present value of these obligations are determined using
actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments
in the future. These include the determination of the discount rate, future salary increases, medical cost escalations and
mortality rates etc. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation
is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of
the post-employment benefit obligation. The underlying bonds are further reviewed for quality. Those having excessive
credit spreads are excluded from the analysis of bonds on which the discount rate is based, on the basis that they do not
represent high quality corporate bonds.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to
change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on
expected future inflation rates for the respective countries. Medical cost escalations are based on expected future medical
expenditure.
155
Further details about gratuity and post-employment medical benefits obligations are given in Note 41.
Fair value measurement of financial instrumentsWhen the fair values of financial assets and financial liabilities recorded
in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using
valuation techniques including the DCF model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include
considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could
affect the reported fair value of financial instruments. Refer Note 48 for further disclosures.
Impairment of non-financial assetsImpairment exists when the carrying value of an asset or cash generating unit exceeds
its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less
costs of disposal calculation is based on available data for similar assets or observable market prices less incremental
costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the
budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant
future investments that will enhance the asset’s performance being tested. The recoverable amount is sensitive to the
discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation
purposes. Refer Note 44 for further disclosures.
156
Note 4 : Property, plant and equipment (Rs. in Crores)
Land Land Buildings Plant Furniture Vehicles Office Roads, Water Railway Total
freehold lease and and equipment culverts supply sidings
hold equipment fixture and and
compund drainage
wall system
COST
As at April 01, 2016 111.03 222.42 421.54 6,653.63 30.63 5.96 11.24 61.34 121.25 3.77 7,642.81
Additions - - 5.20 10.44 1.59 1.80 0.43 2.20 0.22 - 21.88
Disposals - (7.73) - (2.42) (0.26) (0.96) (0.10) - - - (11.47)
As at March 31, 2017 111.03 214.69 426.74 6,661.65 31.96 6.80 11.57 63.54 121.47 3.77 7,653.22
Additions - - 0.72 26.60 1.01 1.21 0.67 1.00 1.07 - 32.28
Disposals - - - (95.27) (0.29) (0.22) (0.05) - - - (95.83)
As at March 31, 2018 111.03 214.69 427.46 6,592.98 32.68 7.79 12.19 64.54 122.54 3.77 7,589.67
DEPRECIATION / AMORTIZATION
As at April 01, 2016 - 9.19 72.04 2,802.14 16.06 2.35 9.36 19.64 35.29 3.58 2,969.65
Adjustment - 0.23 2.42 35.05 0.20 0.02 - 1.23 3.16 - 42.31
Disposals - (0.40) - (2.19) (0.23) (0.46) (0.09) - - - (3.37)
As at March 31, 2017 - 11.22 84.57 3,055.72 18.82 2.60 9.88 25.07 45.88 3.58 3,257.34
Disposals - - - (49.50) (0.26) (0.10) (0.03) - - - (49.89)
As at March 31, 2018 - 13.46 96.07 3,243.28 20.17 3.27 10.37 29.83 54.91 3.58 3,474.94
IMPAIRMENT
As at April 01, 2016 - 10.53 35.71 263.98 0.80 0.08 - 6.04 15.33 - 332.47
Adjustments - (0.23) (2.42) (35.05) (0.20) (0.02) - (1.23) (3.16) - (42.31)
Impairment reversal during the year (refer Note 44) - (10.30) (33.29) (228.93) (0.60) (0.06) - (4.81) (12.17) - (290.16)
As at March 31, 2017 - - - - - - - - - - -
As at March 31, 2018 - - - - - - - - - - -
NET BLOCK
As at March 31, 2018 111.03 201.23 331.39 3,349.70 12.51 4.52 1.82 34.71 67.63 0.19 4,114.73
As at March 31, 2017 111.03 203.47 342.17 3,605.93 13.14 4.20 1.69 38.47 75.59 0.19 4,395.88
Notes :
157
1. Leasehold Land pertains to the costs incurred for leasehold land in possession of the Company as a Licensee, pending completion of formalities for execution of the lease
agreement for a term of 99 years.
2. Feed Stock Conversion Projects from ‘LSHS/FO’ to ‘Gas’ acquired under Government’s policy for reimbursement of project cost to the Company over a period of five years
from the date of commercial production, was capitalized on 01.10.2013. Accordingly, plant and equipment include assets amounting to Rs. 1,248.39 crores (net of
decapitalisation noted in note 3 below) represented by capital grant of Rs. 1,213.06 crores as contempleted in Note 22.
3. During the year the Company has received concession amounting to Rs. 52.44 crores towards Feed Stock Conversion Project, which has been
adjusted to the carrying value of plant and equipment in terms of para 37 of Ind AS 8, Accounting Policies, Changes in Accounting Estimates
and Errors. The gain (adjustment) of Rs. 10.91 crore arising on decapitalisation is transferred to Other income (refer Note 27).
4. Assets given on lease includes plant and equipment :
- Cost as at March 31, 2018 is Rs. 9.39 crore (March 31, 2017 Rs. 9.39 crore)
- Depreciation as at March 31, 2018 is Rs. 8.92 crore (March 31, 2017 Rs. 8.92 crore)
- Net block as at March 31, 2018 is Rs. 0.47 crore (March 31, 2017 Rs. 0.47 crore)
5. Capital work in progress as at March 31, 2018 is Rs. 13.67 Crore (March 31, 2017 Rs. 14.41 crore) mainly includes cost incurred on plant and
equipment procured at TDI-I and TDI-II locations.
Note 5 : Investment property

(Rs. in Crores)
Particulars Building Total
COST
As at April 01, 2016 25.93 25.93
As at March 31, 2017 25.93 25.93
As at March 31, 2018 25.93 25.93
DEPRECIATION
As at April 01, 2016 6.09 6.09
As at March 31, 2017 6.52 6.52
As at March 31, 2018 6.95 6.95
NET BLOCK
As at March 31, 2018 18.98 18.98
As at March 31, 2017 19.41 19.41
Information regarding income and expenditure of Investment property (Rs. in Crores)

March 31, 2018 March 31, 2017
Rental income derived from Investment properties 10.97 9.90
Direct operating expenses (including repairs and maintenance) generating rental income (5.81) (3.96)
Direct operating expenses (including repairs and maintenance) that did not generate
rental income (0.68) (0.63)
Profit arising from investment property before depreciation and indirect expenses 4.48 5.31
Less : Depreciation (0.43) (0.43)
Profit arising from investment property before indirect expenses 4.05 4.88
(i) As at March 31, 2018 and March 31, 2017 the fair values of the investment property is Rs 57.61 and Rs. 60.05 Crore
respectively, based on valuations performed by an accredited independent valuer, who is a specialist in valuing these
types of investment properties.
(ii) The Company has no restrictions on the realisability of its investment property and no contractual obligations to purchase,
construct or develop investment properties or for repairs, maintenance and enhancements.
(iii) Fair value hierarchy disclosure for investment properties have been provided in Note 48.2.
158
Note 6 : Intangible assets (Rs. in Crores)
Particulars Computer Licenses Total
software
COST
As at April 01, 2016 21.51 34.27 55.78
As at March 31, 2017 22.67 34.27 56.94
As at March 31, 2018 25.70 34.27 59.97
AMORTIZATION
As at April 01, 2016 17.55 9.96 27.51
Impairment Reversal during the year (Refer Note 44) - 0.24 0.24
As at March 31, 2017 18.38 11.63 30.01
As at March 31, 2018 19.38 13.18 32.56
IMPAIRMENT
As at April 01, 2016 - 2.31 2.31
Impairment Reversal during the year
(Refer Note 44) - (2.31) (2.31)
As at March 31, 2017 - - -
As at March 31, 2018 - - -
NET BLOCK
As at March 31, 2018 6.32 21.09 27.41
As at March 31, 2017 4.29 22.64 26.93
Note 7 : Investments (Rs. in Crores)

31, 2018 31, 2017
Trade Investments
(i) Investment in Associate (at cost) (Unquoted)
12,50,000 (previous year 12,50,000) Equity shares of
Gujarat Green Revolution Company Limited of Rs. 10/- each # 60.35 54.89
Total 60.35 57.89
Non- Trade Investments

(i) Investments at fair value through other comprehensive income
(FVTOCI)[Refer note (a & b)]
Investments at FVTOCI
Investment In equity Instruments - Quoted (In fully paid up equity shares)
A) 75,00,000 (previous year 75,00,000) Equity Shares of Gujarat State Fertilizers
B) 17,59,996 (previous year 17,59,996) Equity Shares of Gujarat Alkalies
159
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Rs. in Crores)
31, 2018 31, 2017
C) 80,00,000 (previous year 80,00,000) Equity Shares of Gujarat State Petronet Ltd
of Rs 10/- each 151.60 129.20
D) 53,289 (previous year 53,289) Equity Shares of Gujarat Gas Ltd of Rs 10/- each 4.44 4.10
364.56 303.32
Investments in equity instruments-unquoted
A) 2,15,43,200 (previous year 2,15,43,200) equity shares of Gujarat State Petrolium
Corporation Limited of Rs 1/- each 17.30 73.52
B) 42,000 (previous year 42,000) equity shares of Bharuch Enviro Infrastructure

C) 20,000 (previous year 20,000) equity shares of Gujarat Venture Finance

D) 18,39,60,000 (previous year 18,39,60,000) equity shares of Gujarat Chemical

port Terminal Company Limited of Rs 1/- each 279.62 298.75
E) 2,42,10,000 (previous year 2,42,10,000) equity shares of Ecophos GNFC Private

Limited of Rs. 10/- each 19.17 24.21
F) 4,92,60,000 (previous year 4,92,60,000) equity shares of Bhavnagar Energy

G) 10 (previous year 10) shares of GESIA IT Association of Rs. 10/- each -* -*
H) 1,35,30,000 (previous year 1,35,30,000) equity shares of Bharuch Dahej Railway

360.18 457.87
Total 724.74 761.19
Non-current 785.09 816.08

Current - -
Total Investment 785.09 816.08
- Aggregate book value of quoted investments and market value thereof 364.56 303.32
- Aggregate amount of unquoted investments 420.53 512.76
# Investment in Associate is accounted under Equity method as under:
Opening Carrying Value of Investments 54.89 47.40
Add: Share in Profit for the year 5.46 7.49
Carrying Value of Investments at the year end 60.35 54.89
(a) The fair value of the quoted equity investments are derived from quoted market prices in active market.
160
(b) Investments includes investment in unquoted equity shares. Fair value of unquoted investment in equity instrument have
been carried out by independent valuer using Net Assets Value model and Comparable Companies model following Market
Approach and Income Approach. The valuation requires management to make certain assumptions about the model inputs,
including forecast cash flows, discount rate, credit risk, volatility, net assets and market multiples. The probabilities of
various estimates within the range can be reasonably assessed and are used in management's estimates of fair value for
these unquoted equity instruments.
Reconciliation of Fair value measurement of the investment in equity shares (Rs. in Crores)
As at March As at March
31, 2018 31, 2017
Opening Balance 761.19 707.86

Add : Investment made during the year - 24.21
Fair value (Loss) / Gain recognised in Other Comprehensive Income (36.45) 29.12
Closing Balance 724.74 761.19
Note 8 : Loans and advances (unsecured) (Rs. in Crores)

31, 2018 31, 2017
Current
Loans
Total 15.41 16.21
Non-Current
Loans
Amount recoverable from employees 1.57 1.57
Less: Provision for doubtful loans (1.57) (1.57)
- -
Loan to other companies 0.40 0.40
Less: Provision for doubtful loans (0.40) 0.40
- -
Total 75.76 78.22
Total loans and advances 91.17 94.43
Note 9 : Other financial assets (Rs. in Crores)

31, 2018 31, 2017
Current
Capital grant recoverable from Government of India ( * ) 31.38 319.01
Accrued income 1.29 3.89
Accrued interest 0.43 0.45
Total 33.12 323.37
161
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Rs. in Crores)
31, 2018 31, 2017
Non-current
Deposits with suppliers 8.38 10.58
Fair value of derivative contracts 1.47 -
Capital grant recoverable from Government of India (*) - 60.07
Deposit with original maturity of more than twelve (12) months - 0.01
Total 10.05 70.86
Total other financial assets 43.17 394.23
(*) Represents the Grant to be disbursed by Government of India for feed stock conversion project from ‘LSHS/ FO’ to ‘Gas’
as contemplated in note - 22.
Note 10 : Trade receivables (Unsecured) (Rs. in Crores)

31, 2018 31, 2017
Trade receivables
Considered good 458.94 476.27
Considered doubtful 5.03 4.33
Subsidy receivables (Considered good) 665.14 635.26
1,129.11 1,115.86
Less : Impairment Allowances (Allowance for doubtful debts)
Trade receivables
Considered good (4.00) -
Considered doubtful (5.03) (4.33)
Total 1,120.08 1,111.53
Note:
No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other
person; nor any trade or other receivables are due from firms or private companies in which any director is a partner, a director
or a member.
(Rs. in Crores)
Note 11 : Other non-current assets
31, 2018 31, 2017
Unsecured, considered good
Unamortized employee loan benefits 24.35 26.38
Capital advances 0.71 0.01
Other receivables - 0.24
Less: Provision for doubtful advances (5.67) (5.67)
- -
Balances with Government authority 5.01 5.01
Less: Provision for doubtful balances (5.01) (5.01)
- -
Total 37.45 38.77
162
Note 12 : Inventories (Valued at lower of Cost and Net realisable value) (Rs. in Crores)
31, 2018 31, 2017
Raw materials 97.85 130.23
(Includes in transit inventory as on March 31, 2018 Rs.Nil; as on
March 31, 2017 Rs. 0.29 crore)
Stores and spares (Including coal) 450.40 396.28
(Includes in transit inventory as on March 31, 2018 Rs.19.45 crore;
as on March 31, 2017 Rs. 3.50 crore)
Total 680.64 661.79
Note 13 : Cash and cash equivalents (Rs. in Crores)

31, 2018 31, 2017
Balances with banks in Current accounts 6.03 4.00
Cash on hand 0.12 0.10
Total 6.15 4.10
Changes in liabilities arising from financing activities (refer Note 2.1): (Rs. in Crores)
Particulars As at April Cash flows Foreign Changes Other As at March
01, 2017 exchange in fair 31, 2018
management values
Current borrowings (excluding items
listed below) 1,073.31 (851.50) 7.75 - - 229.56
Non- current borrowings (excluding
items listed below) 533.41 (471.95) 10.08 1.93 (73.47) -
Derivatives 6.64 - - (8.11) - (1.47)
Current maturities of long-term borrowings 352.20 (353.72) - 1.52 73.47 73.47
Deposits from customers / vendors 49.25 0.98 - - - 50.23
Unclaimed dividends 6.64 1.42 - - - 8.06
Total 2,021.45 (1,674.77) 17.83 (4.66) - 359.85
The ‘Other’ column includes the effect of reclassification of non-current portion of borrowings to current due to the passage of
time, and the effect of accrued but not yet paid interest on borrowings.
Note 14 : Other bank balances (Rs. in Crores)

31, 2018 31, 2017
Balances with banks
Unpaid dividend accounts 8.06 6.64
Deposit with original maturity of Less than twelve (12) months (Pledged with
Government authorities) 1.95 1.77
Total 10.01 8.41
163
Note 15 : Other current assets (Rs. in Crores)
31, 2018 31, 2017
Unbilled revenue 20.18 20.96
Receivable from others 14.14 15.63
Prepaid expenses 3.53 3.39
Unamortized employee loan benefit 4.96 3.97
Energy savings certificates - 36.81
Total 243.28 331.54
Note 16 : Share capital (Rs. in Crores)

Authorised share capital
Equity shares of Rs.10 each 25,00,00,000 250.00 25,00,00,000 250.00
25,00,00,000 250.00 25,00,00,000 250.00
Issued, subscribed and fully paid up

Equity shares of Rs.10 each subscribed and fully paid up 15,54,18,783 155.42 15,54,18,783 155.42
Total issued, subscribed and fully paid up share capital 15,54,18,783 155.42 15,54,18,783 155.42
Note 16.1. Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Equity Shares
At the beginning of the year 15,54,18,783 155.42 15,54,18,783 155.42
Issued/reduction, if any during the year - - - -
Outstanding at the end of the year 15,54,18,783 155.42 15,54,18,783 155.42
Note 16.2. Terms/rights attached to the equity shares
Rights preferences and restrictions attached to equity shares:

The company has only one class of equity shares having par value of Rs 10 per share, i.e. equity shares which rank pari passu in
all respects. Each holder of equity share is entitled to one vote per share.
For the current financial year 2017-18, the Company has proposed dividend of Rs 7.5 per equity share to equity shareholder (for
the previous financial year dividend of Rs 5 per equity share declared).The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
164
Note 16.3. Number of Shares held by each shareholder holding more than 5% Shares in the Company
No. of Shares % of No. of Shares % of
Share holding Share holding
Gujarat State Investments Ltd. 3,32,27,546 21.38 3,32,27,546 21.38
Gujarat State Fertilizers & Chemicals Ltd 3,07,79,167 19.80 3,07,79,167 19.80
Life Insurance Corporations of India 1,17,91,612 7.59 1,17,91,612 7.59
Fidelity Puritan Trust - Fidelity Low Priced Stock Fund 56,77,065 3.65 1,23,00,000 7.91
Note 17 : Other equity

Note 17.1 Reserves and Surplus (Rs. in Crores)
Particulars Capital Securities General Retained Total
reserve Premium reserve earnings
$VDW$SU LO

(Net of Taxes) (6.07) (6.07)
As at March 31, 2017 0.64 313.31 2,189.76 688.83 3,192.54

(Net of Taxes) (26.72) (26.72)
Transfer to General reserve 115.00 (115.00) -
As at March 31, 2018 0.64 313.31 2,304.76 1,248.52 3,867.23

Securities Premium:
Securities premium reserve is used to record the premium on issue of shares. This reserve is utilized in accordance with the
provision of section 52 (2) (c) of the Companies Act, 2013.
165
Note 17.2 Other Comprehensive Income (OCI) (Rs. in Crores)
Net gain / (loss) on Total
Particulars FVTOCI equity
Investments
As at April 01, 2016 461.03 461.03
Net gain on FVTOCI equity investments for the year 29.12 29.12
As at March 31, 2017 507.27 507.27
Net (loss) on FVTOCI equity investments for the year (36.45) (36.45)
As at March 31, 2018 494.39 494.39
Note 17.3 Dividend distribution made and proposed (Rs. in Crores)

Year ended Year ended
Particulars March 31, March 31,
2018 2017
Cash dividends on equity shares declared and paid
Final dividend for year ened March 31, 2017 : Rs. 5 per share 77.71 31.09
(March 31, 2016: Rs. 2 per share)
Dividend distribution tax on final dividend 15.82 6.33
93.53 37.42
Proposed dividends on equity shares
Final cash dividend proposed for the year ended March 31, 2018: 116.56 77.71
Rs. 7.5 per share (March 31, 2017: Rs. 5 per share)
Dividend distribution tax on proposed dividend 23.96 15.82
140.52 93.53
Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability
(including dividend distribution tax thereon) as at balance sheet date.
Note 18 : Borrowings (Rs. in Crores)

31, 2018 31, 2017
Non-current interest bearing borrowings
Secured
Term loans
Foreign currency term loan from bank - 63.39
- 533.41
Current interest bearing borrowings
Secured
Term loans
Foreign currency term loan from bank 73.47 24.24
Unsecured
Term loans
Rupee term loans from others - 150.00
Regrouped with other current financial liabilities (refer Note 20) 73.47 352.20
166
a) Security details
(i) Rupee term loans from banks were secured by way of first mortgage on all immovable properties, both present and
future, for which charge was created and were further secured by way of hypothecation created on all non-current assets
and second charge by way of hypothecation created on all current assets including inventories and trade receivables.
(ii) Foreign currency term loan from bank is secured by way of first mortgage on all immovable properties, both present and
future, for which charge is created and is further secured by way of hypothecation created on all movable fixed assets.
(iii) The above charges are ranking pari-passu among the lenders.
b) Repayment details
(i) A part of Rupee term loans from banks was carrying interest at ranging from 10.60% to 11.50% p.a. (floating) payable on
Outstanding amount as at March 31, 2018 is Rs. nil ( as at March 31, 2017 Rs. 57.60 crore).
(ii) A part of Rupee term loans from banks was carrying interest at ranging from 9.55% to 9.70% p.a. (floating) payable on
During the year, the Company has repaid entire outstanding loan and hence outstanding amount as at March 31, 2018 is
Rs. nil (as at March 31, 2017 Rs. 590.38 crore).
(iii) Foreign currency term loan from bank carries interest at 6 month Euribor plus 1.98%, payable on half yearly basis. The
loan is repayable in half yearly installments starting from 01.10.2014 and ending on 01.04.2020. Outstanding amount as
at March 31, 2018 is Rs. 73.47 crore, which is prepaid on 16.04.2018 ( as at March 31, 2017 Rs. 87.63 crore).
(iv) Unsecured rupee term loan from others was carrying interest at 8.50% p.a. (floating) payable on quarterly basis. The
outstanding loan of Rs. 150 crore was repaid on 09.03.2018 (as at March 31, 2017 Rs. 150 crore).
Short-term interest bearing borrowings (Rs. in Crores)

31, 2018 31, 2017
Secured
Loan repayable on demand
From Bank - Cash credit and overdraft accounts 102.86 568.84
Other loans & advancs from banks* 51.22 247.46
PCFC export credit in foreign currency 6.66 -
Unsecured
Loan repayable on demand from others 3.05 3.05
Other loans & advances
Buyers’ credit in foreign currency from banks 65.77 129.93
Commercial papers - 124.03
Total 229.56 1,073.31
*represents borrowings against subsidy receivable as per Special Banking Arrangement of Government of India
Security details
Short term borrowings from banks as cash credit and overdraft accounts of Rs. 102.86 Crore (March 31, 2017: Rs. 568.84
Crore), Short-Term Loans and Advances from Banks of Rs. 51.22 Crore (March 31, 2017: Rs. 247.46 Crore) and PCFC Export
Credit in Foreign Currency from Banks of Rs. 6.66 Crore (March 31, 2017: Rs. nil) are secured by first charge by way of
hypothecation of inventories and trade receivables and all other movable assets, both present and future and further
secured by second charge by way of mortgage on all immovable properties. These charges are ranking pari-passu among
the working capital lenders.
167
Interest rate details for short term borrowings:
(i) Cash credit accounts carries interest rates ranging from 7.85% to 9.70% p.a.
(ii) Packing Credit in Foreign Currency (PCFC) carries interest rate of 3 months LIBOR+1% p.a.
(iii) Other loans and advances from banks carries interest rate of 0.96% p.a.
(iv) Commercial papers carries interest at ranging from 6.16% to 6.60% p.a.
(v) Buyers credit carries interest at ranging from 1.81% to 2.45% p.a.
Note 19 : Trade payables (Rs. in Crores)

31, 2018 31, 2017
Trade payables (Refer note below for details of dues to
Micro, Small and Medium Enterprises) 431.47 340.11
Total 431.47 340.11
Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED
Act”):
(i) Principal amount remaining unpaid to any supplier as at
the end of the accounting year. 14.18 6.65
(ii) Interest due thereon remaining unpaid to any supplier as at
(iii) The amount of interest paid along with the amounts of the payment
made to the supplier beyond the appointed day - -
(iv) The amount of interest due and payable for the year - -
(v) The amount of interest accrued and remaining unpaid at
(vi) The amount of further interest due and payable even in the succeeding
year, until such date when the interest dues as above are actually paid. - -
This information has been determined to the extent such parties have been identified on the basis of information available
with the Company.
Note 20 : Other current financial liabilities (Rs. in Crores)
31, 2018 31, 2017
Other financial liabilities at amortised cost
Current maturities of long-term borrowings 73.47 352.20
Deposits from customers / vendors 50.23 49.25
Payable for capital goods 25.05 13.09
Interest accrued but not due on borrowings 11.03 11.99
Unclaimed dividends# 8.06 6.64
Fair value of derivative contracts - 6.65
Total 167.84 439.82
# Not due for credit to "Investors Education and Protection Fund"
Note 21 : Long-term provisions (Rs. in Crores)
31, 2018 31, 2017
Provision for post retirement medical benefit (refer Note 41) 42.73 21.37
Total 173.44 132.67
168
Note 22 : Government grant (Deferred Income) (Rs. in Crores)

31, 2018 31, 2017
Current
Government grant of Export Promotion Capital Grant (EPCG) (refer note b) 5.00 16.02
Total 65.65 76.67
Non-Current
Other Government grant 1.00 1.00
Total 880.47 941.12
Total government grant (deferred income) 946.12 1017.79
(a) Movement in Grant from Government of India (Rs. in Crores)

March 31, March 31,
2018 2017
Opening 1,000.77 1,063.77
De-recognised on final assessment completed - (2.68)
Closing 940.12 1,000.77
The capital grant from Government of India, Ministry of Chemicals & Fertilizers, Department of Fertilizers for feed stock
conversion project from ‘LSHS/FO’ to ‘Gas’ vide sanction letter no 14023/22/2007-FP dated 14.12.2009 has accrued since the
conditions attached to the grant have been fulfilled by the Company. Accordingly the grant of Rs. 1,215.74 crore was recorded
as contemplated under Para 7 and 12 of Ind AS - 20 on ‘Accounting for Government Grants and Disclosure of Government
Assistance’. The Government would reimburse the above grant over a period of 5 Years. The scrutiny of project cost is
completed by the Government appointed team during the previous year ended March 31, 2017 and the Grant to be disbursed
was finalised at Rs. 1,213.06 crore, whereby an amount of Rs. 2.68 crore was derecognised during the previous year 2016-17.
(b) Movement in Government grant of EPCG (Rs. in Crores)

March 31, March 31,
2018 2017
Opening 16.02 44.42
Closing 5.00 16.02
Note 23 : Other current liabilities (Rs. in Crores)

31, 2018 31, 2017
Statutory and other liabilities 70.99 12.39
Other current liabilties 41.67 41.67
Advances from customers 20.53 20.07
Total 133.19 74.13
169
Note 24 : Short-term provisions (Rs. in Crores)
31, 2018 31, 2017
Provision for contingencies (refer note a) 12.66 -
Provision for post retirement medical benefit (Refer Note 41) 1.42 1.05
Total 55.12 40.49

Note - a
The Company has created a contingency provision of Rs. 12.66 crore (previous year Rs. Nil) towards policy uncertainties
related to the Company's claims with the Government authorities based on the management assessment. The movement of
contingency provision is as under:
(Rs. in Crores)
March 31, 2018 March 31, 2017
Opening Balance - -
Provision made during the year 12.66 -
Amount utilised / reversed during the year - -
Closing balance 12.66 -
Note 25 : Income Tax

The major component of income tax expenses for the year ended March 31, 2018 and March 31, 2017 are as under.
a) Statement of Profit and Loss Section (Rs. in Crores)
March 31, 2018 March 31, 2017
Current Income tax
Current tax charges A 383.70 82.63
Deferred Tax
Relating to origination and reversal of temporary differences 10.67 200.73
Tax (credit) under Minimum Alternate Tax (current year amount
pertains to earlier years) (previous year amount includes Rs. 31.04
crore pertaining to earlier years). (21.92) (89.61)
B (11.25) 111.12
Tax Expense reported in the Statement of Profit and Loss A+B 372.45 193.75
Other Comprehensive Income (‘OCI’) Section
Income tax / Deferred tax related to items recognised in OCI during the year
Remeasurement losses on defined benefit plans, credit 14.14 3.21
Unrealised gain / (loss) on FVTOCI equity investments, credit 23.57 17.12
37.71 20.33
b) Balance Sheet Section (Rs. in Crores)
31, 2018 31, 2017
Liabilities for current tax (net) 99.91 62.31
Income tax assets (net) (40.53) (38.68)
Net Tax Provision Outstanding 59.38 23.63
170
c) Reconciliation of tax expenses and the accounting profit multiplied by India’s domestic tax rate for March 31, 2018
and March 31, 2017 (Rs. in Crores)
Year ended March 31, 2018 Year ended March 31, 2017
% Amount % Amount
Profit Before tax 1,161.93 715.05
Tax using domestic tax rate for Company 34.61 402.12 34.61 247.46
Tax Effect of :
Income exempted from tax (0.20) (2.27) (0.29) (2.05)
Deduction u/s 80IA (2.01) (23.33) (1.01) (7.20)
Expenses with weighted deduction in tax (0.03) (0.30) (0.10) (0.74)
Non-deductible expenses 0.12 1.45 0.29 2.08
Sale of assets 0.05 0.59 (0.90) (6.46)
MAT credit entitlement of earlier years (1.89) (21.92) (4.34) (31.04)
Income taxable under long term capital gain tax 0.00 0.04 0.31 2.24
Adjustment in depreciation net book value of assets 0.98 11.39 (0.80) (5.71)
Change in rate of cess (from 3% to 4%) 0.41 4.80 - -
Other adjustments (0.01) (0.12) (0.68) (4.83)
Effective tax rate and tax 32.05 372.45 27.10 193.75
Tax expenses as per Books 372.45 193.75
d) Deferred Tax Liability (net) (Rs. in Crores)

Balance Sheet Statement of
as at Profit and Loss
March March Year ended Year ended
31,2018 31,2017 March March
31,2018 31,2017
(Liability) on Accelerated depreciation for tax purpose (904.24) (902.82) 1.42 91.04
Assets on provision for Leave encashment 57.28 49.44 (7.84) (7.41)
Assets on carry forward losses and unabsorbed depreciation - - - 96.29
Assets on deferred government grant of ASGP 328.52 346.36 17.84 21.79
Assets on deferred government grant of EPCG 1.75 5.54 3.79 9.83
Assets on Provision for doubtful debts and advances 15.86 9.70 (6.16) (3.68)
(Liability) on equity investment FVTOCI (23.67) (47.24) (23.57) (20.33)
Assets / (liability) on other adjustments 1.30 2.92 1.62 (7.13)
(523.20) (536.10) (12.90) 180.40
e) Deferred tax liabilities reflected in the balance sheet as follows (Rs. in Crores)
March 31, 2018 March 31 2017
Deferred tax liabilities 523.20 536.10
Less :Tax credit entitlement under MAT (44.53) (149.18)
Deferred tax liabilities (net) 478.67 386.92
171
f) Reconciliation of deferred tax liabilities (net) (Rs. in Crores)

March 31, 2018 March 31 2017
Opening balance as of April 01 386.92 296.13
Tax expenses during the period recognised in statement of profit and loss 10.67 200.73
Tax (credit) under Minimum Alternate Tax (current year amount pertains to earlier
years) (previous year amount includes Rs. 31.04 crore pertaining to earlier years) (21.92) (89.61)
Tax credit during the period recongnised in OCI (23.57) (20.33)
Utilisation of MAT credit entitlement 126.57 -
Closing balance 478.67 386.92
g) The Company made tax provision as per normal income tax provisons of the Income Tax Act, 1961. Based on this, the
Company has made provision of Rs. 383.70 crore (previous year Rs. 82.63 crore under Minimum Alternate Tax provisons
as per Section 115JB of the Income Tax Act, 1961) and has recognised MAT credit of Rs. 21.92 crore pertaining to earlier
years (previous year Rs. 89.61 crore, which includes Rs. 30.99 crore for the financial year 2013-14 and Rs. 0.05 crore for
the financial year 2015-16) as the management believes, in view of improved performance of the Company during the
year and better projected future profitability for the Company, it is possible that the MAT credit will be utilized in the future
period w.e.f. financial year 2018-19.
h) The Company has following unutilised MAT credit under the Income Tax Act, 1961 for which deferred tax assets has been
recongnised in the Balance Sheet at.
Financial Year Amount Year of expiry
(Rs. in Crores)
2016-17 44.53 2031-32
Total 44.53
i) During the year ended March 31, 2018, the Company has paid dividend to its shareholders. This has resulted in payment
of Dividend Distribution Tax (DDT) to the taxation authorities. The Company believes that DDT represents additional
payment to taxation authority on behalf of the shareholders. Hence DDT paid is charged to equity. (refer Note 17.3).
Note 26 : Revenue from operations (Rs. in Crores)

March 31, 2018 March 31, 2017
Sale of products
Own products 5,667.94 4,434.96
Traded products 133.73 385.48
5,801.67 4,820.44
Rendering of services 97.36 112.54
Other operating revenue
Export incentive 10.41 2.43
Recovery of administrative charges (Fly Ash) 4.07 6.71
Sale of scrap / unserviciable materials 2.30 1.98
Sale of surplus material 0.78 0.71
17.56 11.83
Total 5,916.59 4,944.81
172
Note 27 : Other income (Rs. in Crores)

March 31, 2018 March 31, 2017
Grant income 81.96 98.85
Interest income* 12.51 31.58
Rent income 11.31 10.39
Gain (adjustment) on decapitalisation of property, plant and equipment (refer Note 4) 10.91 -
Dividend income** 6.57 5.93
Exchange variance gain on monetary items 4.67 -
Excess provision of doubtfull debt / expenses written back 0.07 6.18
Energy savings certificate income - 36.81
Profit on sales of property, plant & equipments (net of losses) - 18.66
Insurance claim received 9.69 0.38
Miscellaneous income 3.83 16.08
Total 141.52 224.86
* Including Rs. 7.54 crore (previous year Rs. 7.86 crore) on FVTPL Financial Assets.
** Including Rs. 6.51 crore (previous year Rs. 5.87 crore) on FVTOCI Financial Assets.
Note 28 : Cost of raw materials and components consumed (Rs. in Crores)

March 31, 2018 March 31, 2017
Inventory at the beginning of the year 130.23 69.27
Add : Purchases 2,350.81 1,897.61
2,481.04 1,966.88
Less : Inventory at the end of the period 97.85 130.23
Total 2,383.19 1,836.65
Note 29A : Purchase of traded goods (Rs. in Crores)

March 31, 2018 March 31, 2017
Purchases of traded goods 45.02 248.59
Total 45.02 248.59
Note 29B : Purchase of goods and services IT division (Rs. in Crores)

March 31, 2018 March 31, 2017
Purchases of goods and services IT division 101.63 104.07
Total 101.63 104.07
173
Note 30 : Changes in inventories of finished goods, work-in-progress and traded goods (Rs. in Crores)
March 31, 2018 March 31, 2017
Inventory at the beginning of the year
135.28 137.79
Inventory at the end of the year
132.39 135.28
Total 2.89 2.51
Note 31 : Employee benefits expense (Rs. in Crores)

March 31, 2018 March 31, 2017
Salaries and wages 303.65 279.00
Contribution to provident and pension fund 31.95 32.01
Contribution and provision towards gratuity (refer Note 41) 9.17 8.79
Employees’ welfare expenses 50.19 54.57
Total 394.96 374.37
Note 32 : Finance costs (Rs. in Crores)

March 31, 2018 March 31, 2017
Interest on borrowings 88.50 197.56
Interest others 4.88 1.44
Other borrowing costs 3.83 1.51
Bank charges and commission 2.50 2.93
Total 99.71 203.44
Note 33 : Depreciation and amortization expense (Rs. in Crores)

March 31, 2018 March 31, 2017
Depreciation on property, plant and equipment (refer Note 4) 267.49 248.75
Depreciation on investment property (refer Note 5) 0.43 0.43
Amortization on intangible assets (refer Note 6) 2.55 2.26
Total 270.47 251.44
174
Note 34 : Other expenses (Rs. in Crores)
March 31, 2018 March 31, 2017
Stores, chemicals and catalysts 69.62 69.01
Packing expenses 90.42 92.81
Insurance 11.90 13.78
Repairs and maintenance :
- Building 10.95 11.99
- Plant and equipment 134.38 117.70
- Others 4.93 150.26 4.64 134.33
Materials handling expenses at factory 9.55 9.98
Lease Rent 0.02 -
Outward freight and other charges 104.21 155.28
Sales promotion expenses 7.62 1.81
Selling commission 3.50 0.64
Rates & taxes 7.98 15.12
Rent 8.87 12.50
Printing, stationery, postage, telegrams, telephones and advertisement 7.70 7.45
Traveling and conveyance expenses 5.25 4.12
Fire fighting, safety and security expenses 8.59 7.30
Processing charges to contractors 3.69 2.11
Electricity charges 3.67 3.25
Professional and consultation charges 4.84 6.28
Payment for contract services 13.19 11.85
Exchange variance on monetary items - 3.60
Loss on sale of property, plant and equipment (net) 1.70 -
Director's fees 0.09 0.05
Payment to auditors (refer Note (a) below) 0.61 0.57
Donations 10.00 -
Contributions towards CSR (refer Note 40) 8.38 6.00
Provision for doubtful debts / advances 4.70 10.63
Provision for contingencies (refer Note 24) 12.66 -
Loss in value of Energy Savings Certificates 36.80 -
Miscellaneous expenses 40.78 17.72
Assets written off - 0.05
Total 631.04 590.40
(a) Payment to auditors includes following: (Net of Service Tax Input Credit, where applicable)
As auditor:
(i) Statutory Audit Fees 0.14 0.10
(ii) Limited review Fees 0.12 0.08
In other capacity:
(i) Certification fees 0.19 0.28
(ii) Tax audit fees - 0.03
(iii) Others 0.14 0.06
Reimbursement of Expenses 0.02 0.02
175
Note 35 : Earning per share (Rs. in Crores)
Unit March 31, 2018 March 31, 2017
Net profit after tax Rs. in Crore 794.94 528.79
Weighted average number of equity shares of nominal value of
Rs. 10 each in calculating basic Earnings Per Share Nos. 15,54,18,783 15,54,18,783
Basic and diluted earnings per share Rs. 51.15 34.02
Note 36 : Contingent liabilities and other commitments (to the extent not provided for) (Rs. in Crores)
31, 2018 31, 2017
(A) Contingent liabilities
(i) Claims against the Company not acknowledged as debts 256.97 311.09
(ii) Income tax assessment orders contested 4.99 14.44
(iii) Demands in respect of Central Excise Duty, Custom Duty, Service Tax and
VAT as estimated by the Company 235.38 223.90
Total contingent liabilities 497.34 549.43
In respect of the above, the expected outflow will be determined at the time of final
resolution of the dispute.
(B) Estimated amount of contracts remaining to be executed on capital account and
not provided for (net of advances) 48.68 29.13
(C) Other commitments
(i) The Company is committed to grant subordinate debt to Bhavnagar Energy Co. Ltd
(BECL) in the manner and in the form as may be finalized by the promoters with BECL 40.64 5.40
(ii) Export obligation on account of benefit of concessional rate of Custom duty availed
under EPCG license scheme on imports of capital goods. 41.40 101.28
Total other commitments 82.04 106.68
Note 37 :Related party disclosures:

Related party disclosures, as required by Ind AS-24, “Related Party Disclosures”, are given below:
(i) Related parties with whom transactions have taken place during the period:
Wholly Owned Subsidiary : Gujarat Ncode Solutions Limited
Associate : Gujarat Green Revolution Company Limited
Key Management Personnel and their relatives : Dr J N Singh, IAS, Chairman & Director*
Dr. Rajiv Kumar Gupta, IAS, Managing Director
Smt. Mamta Verma, IAS, Director
Shri G R Aloria, IAS, Chairman & Director#
Shri Anil Mukim, IAS, Director**
Prof. Arvind Sahay, Independent Director
Shri C S Mani, Independent Director
Shri Sunil Parekh, Independent Director
Shri Piruz Khambatta, Independent Director
Shri V D Nanavaty, Director
176
* Appointed as chairman w.e.f 31.08.2016
** Ceased to be Director w.e.f 07.03.2018
# Ceased to be Director & chairman w.e.f 24.08.2016
Entities over which Key Management Personnel having significant influence : EcoPhos GNFC India Private Limited
(ii) Aggregate of transactions for the year with these parties have been given below: (Rs. in Crores)
Name of the Company Nature of Transactions Year ended Year ended
March 31, 2018 March 31, 2017
Gujarat Green Sale of goods & servicers 0.04 0.14
Revolution Co. Ltd.
EcoPhos GNFC Sale of leasehold land - 23.20
India Pvt Ltd. Expenses incurred on behalf of 3.48 1.61
Receivable 3.48 0.60
Gujarat Ncode Expenses incurred on behalf of 0.04 -
Solution Ltd. Receivable 0.04 -
(Amount in Rs.)
Name of the Person Nature of Transactions Year ended Year ended
March 31, 2018 March 31, 2017
Shri G R Aloria @ Sitting Fees - 20,000
Dr J N Singh, IAS @ Sitting Fees 45,000 60,000
Shri Anil Mukim, IAS @ Sitting Fees 55,000 20,000
Smt. Mamta Verma, IAS @ Sitting Fees 1,75,000 30,000
Shri C S Mani Sitting Fees 2,35,000 1,90,000
Prof Arvind Sahay Sitting Fees 1,00,000 50,000
Shri Sunil Parekh Sitting Fees 2,35,000 1,30,000
Shri V D Nanavaty Sitting Fees 40,000 50,000
@ Amount deposited in Government Treasury
Note 38 : Research and development expenses
The statement of profit and loss includes following items of research & development expenses in the respective heads:
(Rs. in Crores)
March 31, 2018 March 31, 2017
Personnel expenses 1.37 1.85
Consumables and spares 0.28 0.26
Power and fuel consumption 0.07 0.04
Total research & development expenses 1.72 2.15
Note 39 : Pursuant to Ind AS-17 - ‘Leases’, the following information is disclosed:

(i) The Company has taken various warehouses, godowns, guesthouses and office premises under operating lease or rental
agreements. These are generally cancellable having a term of one year extendable for further one year on the discretion of
the Company and are of rental nature. Payments are recognised in the statement of profit and loss under Note 34 - Other
expenses.
(ii) Rent income also includes lease rentals received towards office premises. Such operating lease is generally for a period of
three to four years. There are no restrictions imposed by lease arrangements.
177
(Rs. in Crores)
31, 2018 31, 2017
Future minimum lease payments receivables:
Not later than one years 1.24 -*
Total 1.24 -
* There were no Non-cancellable lease as at March 31, 2017.
Note 40 : Corporate social responsibility (Rs. in Crores)
March 31, 2018 March 31, 2017
a) Gross amount required to be spent by the Company during the year: 3.56 3.36
b) Amount spent during the year ended on March 31, 2018 In Cash Yet to be Total
paid in cash
(i) Construction/acquisition of any asset - - -
(ii) On purpose other than (i) above 8.38 - 8.38
c) Amount spent during the year ended on March 31, 2017

(i) Construction/acquisition of any asset 6.00 - 6.00
(ii) On purpose other than (i) above - - -
Note 41: Gratuity and other post employment benefit plans:

A. Defined contribution plans:
Amount of Rs. 31.95 Crores (March 31, 2017: Rs. 32.01 Crores) is recognised as expenses and included in note no. 31
"Employee benefit expense"
(Rs. in Crores)
March 31, 2018 March 31, 2017
Provident fund 18.02 17.95
Contributory pension scheme 13.93 14.06
31.95 32.01
B. Defined benefit plans:
The Company has following post employement benefits which are in the nature of defined benefit plans:
(a) Gratuity
(b) Post retirment medical benefit
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a
gratuity as per payment of Gratuity Act, 1972. The Scheme is funded with Gratuity Trust, which in turn makes contribution to
Life Insurance Corporation of India (LIC) in the form of qualifying insurance policy for future payment of gratuity to the
employees.
Each year the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability
matching strategy. The management decides its contributions based on the results of this review. The management aim to
keep annual contributions relatively stable at a level such that no plan deficit (based on valuation performed) will arise.
The plan for the Post retirement medical benefit is unfunded.
The following table summarises the components of net benefit expense recognised in statement of profit or loss and the
funded status and amounts recognised in the balance sheet for the respective plans:
178
expense)
Gratuity
Fair value of plan assets 199.60 - 14.73 14.73 (20.86) 0.26 - - - 0.26 29.10 222.83
Benefit liability / (Assets) (0.73) 9.22 (0.05) 9.17 - (0.26) - 25.09 (4.17) 20.66 29.10 -
Defined benefit obligation 22.42 1.12 1.69 2.81 (1.28) - - 14.00 6.20 20.20 - 44.15
Benefit liability / (Assets) 22.42 1.12 1.69 2.81 (1.28) - - 14.00 6.20 20.20 - 44.15
expense)
Gratuity
Fair value of plan assets 188.56 - 15.52 15.52 (19.62) (0.48) - - - (0.48) 15.62 199.60
Benefit liability / (Assets) 2.98 8.54 0.25 8.79 - 0.48 - 9.91 (7.27) 3.12 15.62 (0.73)
Defined benefit obligation 15.42 0.87 1.28 2.15 (1.31) - - 6.16 - 6.16 - 22.42
179
Benefit liability / (Assets) 15.42 0.87 1.28 2.15 (1.31) - - 6.16 - 6.16 - 22.42
The major categories of plan assets of the fair value of the total plan assets of Gratuity are as follows:
Insurance fund with LIC* 100% 100%
* As the gratuity fund is managed by LIC, details of fund invested by insurer are not available with the Company.
The principal assumptions used in determining above defined benefit obligations for the Company’s plans are shown
below:
Discount rate 8.06% 7.38% 8.03% 7.54%
Future salary increase 10% in next year 4.00% N.A N.A
and 6% thereafter
Medical Inflation Rate N.A N.A 5.00% 4.00%
Expected rate of return on plan assets 8.06% 7.38% N.A. N.A
Employee Turnover Rate 1.00% 1.00% 1.00% 1.00%
Mortality rate during employment Indian Indian Indian Indian
Assured Assured Assured Assured
Lives Lives Lives Lives
Mortality Mortality Mortality Mortality
(2006-08) (2006-08) (2006-08) (2006-08)
Mortality rate after employment N.A N.A Indian Indian
Assured Assured
Lives Lives
Mortality Mortality
(2006-08) (2006-08)
A quantitative sensitivity analysis for significant assumption is as shown below: (Rs. in Crores)
(increase) / decrease in defined benefit oblligation (Impact)
Particulars Sensitivity Year ended Year ended Year ended Year ended
level March 31, 2018 March 31,2017 March 31, 2018 March 31, 2017
Discount rate 1% increase (13.55) (11.56) (5.49) (2.37)
1% decrease 15.34 12.98 6.86 2.89
Salary increase 1% increase 15.43 13.30 N.A N.A

1% decrease (13.85) (12.03) N.A N.A
Medical Cost Inflation 1% increase N.A N.A 7.01 2.92

1% decrease N.A N.A (5.68) (2.40)
Employee turnover 1% increase 2.15 3.10 (1.91) (1.00)

1% decrease (2.42) (3.43) 2.21 1.18
180
The followings are the expected future benefit payments for the defined benefit plan: (Rs. in Crores)
Within the next 12 months
(next annual reporting period) 19.04 20.12 1.42 1.05
Total expected payments 229.49 205.81 24.55 14.20
Weighted average duration of defined plan obligation (based on discounted cash flows) (Years)
March 31, 2018 March 31, 2017
Gratuity 8 8
Post retirement benefit obligation 16 14
The followings are the expected contributions to planned assets for the next year: (Rs. in Crores)
March 31, 2018 March 31, 2017
Gratuity 12.32 8.50
Post retirement medical benefit - -
NOTE: 42 Investments in Subsidiary and Associates
(a) Details of Subsidiary and Associate company considered in the preparation of the Consolidated financial
statements:
Name of Entity Relationship Place of Ownership
Business March 31, March31,
2018 2017
Gujarat Ncode Solutions Limited Subsidiary India 100.00% -
Gujarat Green Revolution Company Limited Associate India 46.87% 46.87%
(b) Additional information as required by paragraph 2 of the ‘General instruction for preparation of Consolidated Financial
Statements’ to schedule III to the Companies Act, 2013:
Particulars Net Asset (i.e Total Asset Share of Share in other
- Total Liabilities) Profit or Loss Comprehensive income
As % of Amount As % of Amount As % of Amount
consolidated (Rs. In crore) consolidated (Rs. In crore) consolidated (Rs. In crore)
net assets profit and loss other
comprehensive
income
Parent
Gujarat Narmada Valley Fertilizers and Chemicals Limited
- Balance as at March 31, 2018 98.66% 4,456.73 99.32% 789.52 100% (39.60)
- Balance as at March 31, 2017 98.58% 3,800.34 98.58% 521.30 100% 40.17
Indian subsidiary
Gujarat Ncode solutions Limited
- Balance as at March 31, 2018 0.00% (0.04) (0.01%) (0.04) 0.00% Nil
- Balance as at March 31, 2017 0.00% 0.00 0.00% 0.00 0.00% Nil
181
Particulars Net Asset (i.e Total Asset Share of Share in other
- Total Liabilities) Profit or Loss Comprehensive income
As % of Amount As % of Amount As % of Amount
consolidated (Rs. In crore) consolidated (Rs. In crore) consolidated (Rs. In crore)
net assets profit and loss other
comprehensive
income
Indian associate
Gujarat Green Revolution Company Limited
Total
- Balance as at March 31, 2018 100.00% 4517.04 100.00% 794.94 100.00% (39.60)
- Balance as at March 31, 2017 100.00% 3855.23 100.00% 528.79 100.00% 40.17
Note: Method of accounting of investments in subsidiary and associate Company is at cost.

(c) Investment in Associate
The Group has a 46.87% interest in Gujarat Green Revolution Company Limited (GGRCL), which is appointed as a nodal agency
by the Government of Gujarat. GGRCL is a public company that is not listed on any public exchange. The Group’s interest in
GGRCL is accounted for using the equity method in the consolidated financial statements. The following table illustrates the
summarised financial information of the Group’s investment in GGRCL :
(Rs. in Crores)
31, 2018 31, 2017
Current assets 372.26 372.56
Non-current assets 14.75 22.08
Current liabilities (257.77) (276.99)
Non-current liabilities (0.49) (0.54)
Equity 128.75 117.11
Proportion of the group’s ownership 46.87% 46.87%
Carrying amount of the group's investment 60.35 54.89
(Rs. in Crores)
March 31, 2018 March 31, 2017
Revenue 27.55 37.14
Changes in inventories of finished goods - (1.26)
Depreciation & amortization (1.02) (0.63)
Finance cost - (0.02)
Employee benefit (7.50) (7.42)
Other expenses (3.05) (3.38)
Profit before Tax 15.98 24.43
Income tax expense (4.91) (8.46)
Total Comprehensive income for the year 11.07 15.97
Group's share of profit for the year 5.19 7.49
Group's share of other comprehensive income for the year - -
NOTE: 43
The Scheme of Arrangement and Demerger for transfer of V-SAT/ISP Gateway Business of the Company to ING Satcom Ltd., an
unlisted Company against cash consideration of Rs. 6 crore, was sanctioned by Hon’ble High Court of Gujarat vide its Common
Oral Order dated June 15, 2012.
182
The “Appointed Date” of the Scheme is 1st April, 2010.
Subsequent to the Order passed by the Hon’ble High Court of Gujarat, sanctioning the Scheme of Demerger, two separate
applications for transfer of V-SAT and ISP Gateway Licences standing in the name of the Company to the name of Transferee
Company viz. ING Satcom Limited were submitted to Department of Telecommunications (DOT) on January 31, 2013 which are
still pending for approval before DOT.
As per the legal opinion obtained from legal consultant, though the Scheme has been sanctioned by the Hon’ble High Court of
Gujarat and has become effective, the scheme is subject to and conditional upon the approval of the Government Authorities for
transfer of Licences from the Company to ING Satcom Limited.
During the year 2014-15, an agreement-Cum-Indemnity Bond was executed on 12.04.2014 between the Company and ING
Satcom Limited whereby, pending transfer of Licences, the assets of demerged business (other than Licences) have been
handed over to ING Satcom Limited subject to certain terms and conditions, inter alia, including the terms of settling the
transaction under different eventualities of rejection of transfer applications / non-transfer of Licences by 31.12.2014.
Since disposal of applications for transfer of Licences in the name of ING Satcom Limited by the competent authorities as well
as settlement of transaction between the Company and ING Satcom Limited are still pending, no accounting treatment is given
in the books of account of the Company since 2014-15 till the financial year ended 31.03.2018.
Necessary accounting treatment will be given in the books of accounts of the Company either on disposal of applications for
transfer of Licences in the name of ING Satcom Limited by the competent authorities or on finalization of settlement of transaction
with ING Satcom Limited. The amount received is classified under other current liabilities (refer Note 23).
NOTE: 44 - Reversal of impairment provision - Exceptional item
During the year ended March 31, 2015, the Company had accounted an impairment loss of Rs. 330 Crore in respect of Toluene
Di-Isocynate ("TDI") plant at Dahej being a separate Cash Generating Unit ("CGU"), considering the issue of gas emmision,
teething problem in bringing the plant at effective utilisation level and significantly low realisable value of finished goods.
Consequent to improved international scenario of TDI products over the past two years and forecast of their continuance at
substantially higher levels than have prevailed in the past few years and also achievement of sustained production levels, the
management had reviewed and reassessed the value in use of the TDI Plant at Dahej.
As the TDI Dahej plant is operating at higher capacity level and due to favourable market conditions, there is a change in
assumptions / estimates applied for calculating the impairment loss during FY 2014-15. Based on such assessment, the
Company had reversed the amount of Rs. 292.23 crore consisting of impairment loss of Rs. 330 Crore, net off the depreciation
for the 2 years (aggregating Rs. 37.77 crores), which would have been otherwise charged , if there was not an impairment loss.
The reversal has been disclosed as an exceptional item in the statement of profit and loss for the previous year.
The recoverable amount of the relevant CGU had been determined on the basis of their value in use considering the pre tax
discounting rate of 16.98% which is the same as considered in the previous estimate of value in use at the time of impairment
provision. Further, the underlying assumption i.e. realisable value of products, exchange rate variation and operating parameters
that would impact future cash flows for determining the TDI Plant, value in use, is being continuosly monitored on a periodic
basis by the Management.
Note: 45 Segment Information
- Operating Segments
The identified reportable segments are Fertilizers, Chemicals and Others in terms of the requirements of Ind AS 108 "Operating
Segments" as notified under section 133 of the Companies Act, 2013. Other Segment mainly includes Information Technology
division activities and neem product related activities.
- Identification of Segments:
The chief operational decision maker monitors the operating results of its Business segment separately for the purpose of
making decision about resource allocation and performance assessment. Segment performance is evaluated based on
profit or loss and is measured consistently with profit or loss in the financial statements, Operating segment have been
identified on the basis of nature of products and other quantitative criteria specified in the Ind AS 108.
183
- Segment revenue and results:
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure
and unallocable income.
- Segment assets and liabilities:
Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and
equipment, trade receivables, inventory and other operating assets. Segment liabilities primarily include trade payable and
other liabilities. Common assets and liabilities which cannot be allocated to any of the business segments are shown as
unallocable assets / liabilities.
- Inter Segment transfer:
Inter Segment revenues are recognised at sales price. The same is based on market price and business risks. Profit or loss
on inter segment transfer are eliminated at the Company level.
Summary of segment information is given below:
45.1: Financial information about the primary business segment's Revenue & Results : (Rs. in Crores)
Fertilizers Chemicals Others Total
2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17
A REVENUE:
External sales revenue 1,743.62 1,685.12 3,987.29 3,061.65 185.68 198.04 5,916.59 4,944.81
Intersegment revenue - - - - - - - -
Total Revenue 1,743.62 1,685.12 3,987.29 3,061.65 185.68 198.04 5,916.59 4,944.81
B RESULT:
Segment result (40.46) (31.31) 1,335.33 525.66 32.89 43.64 1,327.72 537.99
Reversal of impairment
provision (Refer Note 44) - - - 292.23 - - - 292.23
Unallocable income 28.27 126.01
Unallocable expenses (94.35) (37.74)
Operating profit 1,261.64 918.49
Finance costs (99.71) (203.44)
45.2: Financial information about the primary business segment's assets and liabilities : (Rs. in Crores)
Fertilizers As At Chemicals As. At Others As At Total As At
31-03-2018 31-03-2017 31-03-2018 31-03-2017 31-03-2018 31-03-2017 31-03-2018 31-03-2017
Segment assets 2,481.23 2,976.38 2,823.20 3,053.32 240.79 214.44 5,545.22 6,244.14
Segment liabilities (1,180.95) (1,223.72) (287.34) (255.73) (150.42) (100.12) (1,618.71) (1,579.57)
Other unallocable
corporate assets - - - - - - 1,687.14 1,712.05
Other unallocable
corporate liabilities - - - - - - (1,096.61) (2,521.39)
Total capital employed 1,300.28 1,752.66 2,535.86 2,797.59 90.37 114.32 4,517.04 3,855.23
Capital assets /
expenditure incurred
during the year:
Capital assets including
capital work in progress 1.58 2.82 19.03 12.52 0.86 0.98 21.47 16.32
Other unallocable capital
expenditures - - - - - - 13.10 12.16
Total 1.58 2.82 19.03 12.52 0.86 0.98 34.57 28.48
184
Note: 46 Components of Other Comprehensive Income (OCI)
The disaggregation of changes to OCI by each type of reserve in equity is shown below. (Rs. in Crores)
FVTOCI Reserve Retained Earnings Total
Particulrs Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018 2017
Re-measurement losses on defined benefit
plans (net of tax) - - (26.72) (6.07) (26.72) (6.07)
Net (loss) / gain on FVTOCI on equity
Investments (net of tax) (12.88) 46.24 - - (12.88) 46.24
(12.88) 46.24 (26.72) (6.07) (39.60) 40.17
Note 47 : Details of hedged and unhedged exposure in foreign currency denominated monetary items :
(a) Exposure in foreign currency - Hedged
(i) Amounts Payable in Foreign Currency :
Particulars Hedged against As at March 31, 2018 As at March 31, 2017
External Commercial Borrowings Forward Contract 74.30 Euro 92,16,554 89.33 Euro 1,29,00,000
Buyers credit Forward Contract 65.77 USD 1,01,12,027 129.93 USD 2,00,38,832
Interest accrued but not due Forward Contract 0.29 USD 44,816 0.41 USD 63,205
Payables for import Forward Contract 53.52 USD 81,95,742 23.04 USD 35,35,000
Payables for PCFC Export Credit 6.66 USD 10,23,944 - -
Interest accrued but not due in Interest rate swaps 0.53 Euro 65,180 0.87 Euro 1,25,958
External Commercial Borrowings
(ii) Interest rate swaps :

Particulars Notional amount Notional Amount Notional amount Notional Amount
Rs. In Crore in FC Rs. In Crore in FC
Hedge against exposure to variable interest 75.37 Euro 92,16,554 87.92 Euro 1,29,00,000
outflow on loan. Swap to pay fixed interest
@ ranging from 9.52% p.a. to 9.74% p.a. and
receive a variable interest @ 6 month
EURIBOR plus 1.98% on notional amount
(b) Exposure in foreign currency - Unhedged
(i) Amounts payable in foreign currency :
Payables for Import 66.70 Euro 81,85,587 32.32 Euro 46,29,387
Payables for Import 15.92 USD 24,38,731 0.13 USD 20,596
Payables for Import 0.38 SEK 4,77,384 - SEK -
Payables for Import 0.01 GBP 947 0.01 GBP 1,315
Payables for Import 0.00* CHF 217 0.35 CHF 54,213
(ii) Amounts receivable in foreign currency :
Receivables for export 59.65 USD 91,70,040 3.28 USD 5,05,200
185
Note 48 : Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management
48.1 Category-wise classification of financial instruments: (Rs. in Crores)
income or loss
Financial assets
Derivatives instruments not designated as hedge 9 - - 1.47 1.47
Total 724.74 91.17 1,239.76 2,055.67
Borrowings (including current maturities) 18 & 20 - - 303.03 303.03
Trade payables 19 - - 431.47 431.47
Total - - 828.87 828.87
(Rs. in Crores)
income or loss
Financial assets
Total 761.19 94.43 1,573.16 2,428.78
Borrowings (including current maturities) 18 & 20 - - 1,958.92 1,958.92
Trade payables 19 - - 340.11 340.11
Derivatives instruments not designated as hedge 20 - 6.65 - 6.65
Total - 6.65 2,380.00 2,386.65
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48.2 Fair value measurements:
a) Quantitative disclosures of fair value measurement hierarchy for financial assets and financial liabilities
The following table provides the fair value measurement hierarchy of the Company’s financial assets and liabilities:
(Rs. in Crores)
Significant Significant Significant Total Significant Significant Significant Total
Particulars observable observable observable observable observable observable
inputs inputs inputs inputs inputs inputs
(Level 1*) (Level 2) (Level 3) (Level 1*) (Level 2) (Level 3)
Financial assets measured at fair value
Investment in quoted equity investments
measured at FVTOCI (refer Note 7) 364.56 - - 364.56 303.32 - - 303.32
Investment in unquoted equity investments
measured at FVTOCI (refer Note 7) - - 360.18 360.18 - - 457.87 457.87
Loans and advances (refer Note 8) - - 91.17 91.17 - - 94.43 94.43
Derivative instruments (refer Note 9) - 1.47 - 1.47 - - - -
Total 364.56 1.47 451.35 817.38 303.32 - 552.30 855.62
Financial liabilities measured at fair value
Derivative instruments (refer Note 20) - - - - - 6.65 - 6.65
Total - - - - - 6.65 - 6.65
Asset for which fair values are disclosed
Investment properties (refer Note 5) - - 57.61 57.61 - - 60.05 60.05

*The fair value of the quoted equity investments are derived from quoted market prices in active market.
b) Description of significant unobservable inputs to valuation:
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy
together with a quantitative sensitivity analysis as at March 31, 2018 and March 31, 2017 are as shown below:
input
FVTOCI assets in Discounted Gas trading 10% increase (decrease) in the Gas trading margine would result in increase /
unquoted equity shares free cash margin (decrease) in fair value as of March 31, 2018 : Rs. 6.08 crore (Rs. 6.13 crore).
(Gujarat State flow method {Decreasing the Gas trading margin by 25%ª would change the fair value by Rs.
Petrolium Corporation 18.43 crore as at 31.03.2017.}
Limited)
FVTOCI assets in Market Market 31 March 2018 : 15% - 25% 5% increase (decrease) in the market multiple
(Gujarat Chemical Port Comparable Discount 31 March 2017 : 17.50% - value as of March 31, 2018 : Rs. 18.40 crore (Rs.
Terminal Company companies 22.50% (20%) 18.21 crore) {2.5% increase (decrease) in the market
Limited) multiple discount would result in decrease
(Rs.207.56 crores) March 31, 2018 : Rs. 14.53 crore (Rs. 14.72 crore)
31 March 2017 : Rs 207.90 {Rs. 5.30 crore increase (decrease) in the EBITDA
crores - Rs. 218.50 crores would result in increase (decrease) in fair value as of
(Rs.213.20 crores) March 31, 2017 : Rs. 7.91 crore (Rs. 7.91 crore)}
187
input
FVTOCI assets in Net asset Discount to 31 March 2018 : 15% - 25% 5% increase (decrease) in the discount to book value
unquoted equity shares value Book Value (20%) would result in decrease (increase) in fair value as of
(Bhavnagar Energy 31 March 2017 : 20% - 30% March 31, 2018 : Rs. 1.53 crore (Rs. 1.53 crore) {As of
Company Limited) (25%) March 31,2017 : Rs. 2.41 crore (Rs. 2.46 Crore)}.
Share holders 31 March 2018: - As of March 31, 2018 this unobservable input is not
fund (Rs. 31 March 2017 : Rs 791.20 used for valuation.
Crores) crores - Rs. 874.50 crores Rs. 41.65 crore increase (decrease) in the
(Rs. 832.85 crores) shareholders fund would result in increase
(decrease) in fair value as of March 31, 2017 by Rs.
1.82 crore (Rs. 1.82 crore)
FVTOCI assets in Net asset Share holders 31 March 2018 : Rs 16.10 Rs. 0.80 crore increase (decrease) in the
unquoted equity shares value fund (Rs. crores - Rs. 17.80 crores shareholders fund would result in increase
(Gujarat Venture Crores) (Rs. 17 crores) (decrease) in fair value as of March 31, 2018 by Rs.
Finance Limited) 31 March 2017 : Rs 14.50 0.01 crore (Rs. 0.01 crore) {Rs. 0.75 crore increase
crores - Rs. 16.00 crores (decrease) in the shareholders fund would result in
(Rs. 15.25 crores) increase (decrease) in fair value as of March 31,
2017 by Rs. 0.01 crore (Rs. 0.01 crore)}
31 March 2017 : 15% - 25% March 31, 2018 : Rs. 0.02 crore (Rs. 0.02 crore) {as of
(20%) March 31, 2017 by Rs. 0.01 crore (Rs. 0.01 crore)}
FVTOCI assets in Market Market 31 March 2018 : 15% - 25%5% increase (decrease) in the market multiple
(Bharuch Enviro Comparable Discount 31 March 2017 : 17.50% - value as of March 31, 2018 : Rs. 0.32 crore (Rs. 0.32
Infrastructure Limited) companies 22.50% (20%) crore) {2.5% increase (decrease) in the market
Consolidated 31 March 2018 : Rs 25.30 Rs. 1.40 crore increase (decrease) in the
PAT (Rs. crores - Rs. 28.10 crores consolidated PAT would result in increase (decrease)
Crores) (Rs. 26.70 crores) in fair value as of March 31, 2018 : Rs. 0.26 crore (Rs.
31 March 2017 : Rs 24.00 026 crore) {Rs. 0.60 crore increase (decrease) in the
crores - Rs. 25.20 crores consolidated PAT would result in increase (decrease)
(Rs. 24.60 crores) in fair value as of March 31, 2017 : Rs. 0.09 crore (Rs.
0.09 crore)}
FVTOCI assets in Market Market 31 March 2018 : -5% - +5% 5% increase (decrease) in the market multiple
(Bharuch Dahej Railway Comparable Discount 31 March 2017 : 22.50% - value as of March 31, 2018 : Rs. 1.76 crore (Rs. 1.76
Company Limited) companies 27.50% (25%) crore) {2.5% increase (decrease) in the market
(Rs.30.10 crores) March 31, 2018 : Rs. 1.15 crore (Rs. 1.15 crore) {Rs.
31 March 2017 : Rs 39.10 1.00 crore increase (decrease) in the EBITDA would
crores - Rs. 41.10 crores result in increase (decrease) in fair value as of March
(Rs.40.10 crores) 31, 2017 : Rs. 0.88 crore (Rs. 0.88 crore) }
FVTOCI assets in Net Asset Share holders 31 March 2018 : Rs 8.66 Rs. 0.46 crore increase (decrease) in the
unquoted equity shares Value fund (Rs. crores - Rs. 9.57 crores (Rs. shareholders fund would result in increase
(Ecophos GNFC India Crores) 9.12 crores) (decrease) in fair value as of March 31, 2018 by Rs.
Private Limited) 0.56 crore (Rs. 0.56 crore) {as of March 31, 2017 the
investee company was in start up phase, hence
sensitivity impact is immaterial}
March 31, 2018 : Rs. 0.56 crore (Rs. 0.56 crore) {as of
March 31, 2017 the investee company was in start up
phase, hence sensitivity impact is immaterial}
188
c) Financial Instrument measured at amortised cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a
reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.
48.3 Financial Risk objective and policies:
The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.
The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets
include loans, investments, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Group also holds FVTOCI investments and enters into derivative transactions.
In the ordinary course of business, the Group is mainly exposed to risks resulting from exchange rate fluctuation (currency
risk), interest rate movements (interest rate risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other
price risks such as equity price risk. The Group's senior management oversees the management of these risks. It manages
its exposure to these risks through derivative financial instruments by hedging transactions as required. It uses derivative
instruments such as interest rate swaps and foreign currency forward contract to manage these risks. These derivative
instruments reduce the impact of both favourable and unfavourable fluctuations.
The Group’s risk management activities are subject to the management, direction and control of the management of the
Group under the guideline of the Board of Directors of the Group. The management ensures appropriate financial risk
governance framework for the Group through appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Group’s policies and risk objectives. It is the Group’s policy that no trading in
derivatives for speculative purposes may be undertaken.
The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to
period depending on market conditions and the relative costs of the instruments. The tenure is linked to the timing of the
underlying exposure, with the connection between the two being regularly monitored. The Group is exposed to losses in the
event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with
counterparties that, in management's judgment, are creditworthy. The outstanding derivatives are reviewed periodically to
ensure that there is no inappropriate concentration of outstanding to any particular counterparty.
Further, all currency and interest risk as identified above is measured on a daily basis by monitoring the mark to market
(MTM) of open and hedged position. The MTM is derived basis underlying market curves on closing basis of relevant
instrument quoted on Bloomberg/Reuters. For year ends, the MTM for each derivative instrument outstanding is obtained
from respective banks. All gain / loss arising from MTM for open derivative contracts and gain / loss on settlement /
cancellation / roll over of derivative contracts is recorded in statement of profit and loss.
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as
equity price risk. Financial instruments affected by market risk include loans and borrowings, FVTOCI investments and
The sensitivity analysis in the following sections relate to the position as at March 31, 2018 and March 31, 2017.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest
rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant as at
March 31, 2018. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and
other post-retirement obligations; provisions.
The following assumptions have been made in calculating the sensitivity analysis:
- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is
based on the financial assets and financial liabilities held at March 31, 2018 and March 31, 2017.
189
(i) Interest rate risk
The Group is exposed to changes in market interest rates due to financing, investing and cash management activities.
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt
obligations with floating interest rates and period of borrowings. The Group manages its interest rate risk by having a
balanced portfolio of fixed and variable rate loans and borrowings. The Group enters into interest rate swap contracts
or interest rate future contracts to manage its exposure to changes in the underlying benchmark interest rates.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
loans and borrowings affected. With all other variables held constant, the Group's profit before tax is affected through
the impact on floating rate borrowings, as follows:
If interest rates had been 50 basis points higher / lower and all other variables were held constant, the Group's profit
for the year ended March 31, 2018 would decrease / increase by Rs. Nil (previous year Rs. 7.99 crore). This is mainly
attributable to interest rates on variable rate long term borrowings.
(ii) Foreign currency risk
Exchange rate movements, particularly the United States Dollar (USD) and Euro (EUR) against Indian Rupee (INR),
have an impact on the Group’s operating results. The Group manages its foreign currency risk by entering into currency
swap for converting INR loan into other foreign currency for taking advantage of lower cost of borrowing in stable
currency environment. The Group also enters into various foreign exchange contracts to mitigate the risk arising out
of foreign exchange rate movement on foreign currency borrowings or trade payables. Further, to hedge foreign
currency future transactions in respect of which firm commitment are made or which are highly probable forecast
transactions (for instance, foreign exchange denominated income) the Group has entered into foreign currency forward
contracts as per the policy of the Group.
The details of exposures hedged using forward exchange contracts are given as a part of Note 48 and the details of
unhedged exposures are given as part of Note 47
The Group is mainly exposed to changes in USD and EURO. The below table demonstrates the sensitivity to a 5%
increase or decrease in the respective foreign currency rates against INR, with all other variables held constant. The
sensitivity analysis is prepared on the net unhedged exposure of the Group as at the reporting date. 5% represents
management’s assessment of reasonably possible change in foreign exchange rate.
(Rs. in Crores)
Particulars Impact on Profit before tax Impact on Pre-tax Equity
For the year ended For the year ended
March 31, March 31, March 31, March 31,
2018 2017 2018 2017
USD Sensitivity
RUPEES / USD – Increase by 5% (3.76) (7.69) (3.76) (7.69)
RUPEES / USD – Decrease by 5% 3.76 7.69 3.76 7.69
EURO Sensitivity
RUPEES / EURO – Increase by 5% (3.33) (4.52) (3.33) (4.52)
RUPEES / EURO – Decrease by 5% 3.33 4.52 3.33 4.52
(III) Commodity price risk

The Group’s operating activities require the ongoing purchase of natural gas. Natural gas being an international
commodity is subject to price fluctuation on account of the change in the crude oil prices, demand supply pattern of
natural gas and exchange rate fluctuations. The Group is not affected by the price volatility of the natural gas to the
extent consumed for Urea as under the Urea pricing formula the cost of natural gas is pass through if the consumption
of natural gas is within the permissible norm for manufacturing of Urea.
190
The Group also deals in purchase of other feed stock materials (i.e Rock phosphate, and Denatured Ethyl Alcohol)
which are imported by the Group and used in the manufacturing of Ammonium Nitro Phosphate and Ethyl Acetate.
The import prices of these materials are governed by international demand and supply pattern. There is a price and
material availability risk, which is managed by senior management team through sensitivity analysis, commodity price
tracking.
(iv) Equity price risk
The Group’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties
about future values of the investment securities. The Group manages the equity price risk through diversification and
by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s
senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment
decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was Rs. 360.18 crore. Sensitivity analyses
of these investments have been provided in Note 48.2(b).
At the reporting date, the exposure to listed equity securities at fair value was Rs. 364.56 crore. A decrease of 5% on
the BSE market price could have an impact of approximately Rs. 18.23 crore on the OCI or equity attributable to the
Group. An increase of 5% in the value of the listed securities would also impact OCI and equity. These changes would
not have an effect on profit or loss.
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables and
other financial assets) and from its financing activities, including deposits with banks, foreign exchange transactions and
other financial instruments.
Customer credit risk is managed by the Group’s established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed based on an extensive evaluation and individual credit limits are
defined in accordance with this assessment.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The
calculation is based on exchange losses historical data.
Credit risk from balances with banks is managed by the Group’s treasury department in accordance with the Group’s
policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each
counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual basis, and may be
updated throughout the year subject to approval of the Group’s management. The limits are set to minimise the
concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
Trade Receivables
The Group’s receivables can be classified into two categories, one is from the customers/ dealers in the market and
second one is from the central and state Government in the form of subsidy. As far as Government portion of receivables
is concerned, credit risk is Nil. In respect of market receivables from the customers/ dealers, the Group extends credit to
customers in normal course of business. The Group considers factors such as credit track record in the market and past
dealings for extensions of credit to customers. The Group monitors the payment track record of the customers.
Outstanding customer receivables are regularly monitored. The Group evaluates the concentration of risk with respect to
trade receivables as for certain products it extends rolling credit to its customers, against the collateral.
The Group follows a ‘simplified approach’ (i.e. based on lifetime ECL) for recognition of impairment loss allowance on
Trade receivables, other than those receivables from the Government of India. For the purpose of measuring lifetime ECL
allowance for trade receivables, the Group estimates irrecoverable amounts based on the ageing of the receivable
balances and historical experience in respect of certain categories of the customers. Individual trade receivables are
written off when management deems them not to be collectible
191
c) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with
financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an
inability to sell a financial asset quickly at close to its fair value.
The Group has an established liquidity risk management framework for managing its short term, medium term and long
term funding and liquidity management requirements. The Group’s exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities. The Group manages the liquidity risk by maintaining
adequate funds in cash and bank balances. The Group also has adequate credit facilities agreed with banks to ensure
that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.
The table below analyses derivative and non-derivative financial liabilities of the Group into relevant maturity groupings
based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows.
(Rs. in Crores)
Particulars Refer On Less than 1 to Over Total
Note Demand 1 year 5 years 5 years
Borrowings (including current maturities) 18 & 20 105.91 197.12 - - 303.03
Trade payables 19 - 431.47 - - 431.47
Total 105.91 722.96 - - 828.87
Borrowings (including current maturities) 18 & 20 571.89 853.62 533.41 - 1,958.92
Trade payables 19 - 340.11 - - 340.11
Derivatives Instruments not designated as hedge 20 - 6.65 - - 6.65
Total 571.89 1,281.35 533.41 - 2,386.65
48.4 Capital management

'For the purposes of the Group’s capital management, capital includes issued capital and all other equity. The primary
objective of the Group’s capital management is to maximize shareholder value. The Group manages its capital structure and
makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.
'The Group monitors capital using gearing ratio, which is net debt (total debt less cash and bank balance) divided by total
capital plus net debt.
(Rs. in Corers)
Total Borrowings (refer Note 18 and 20) 303.03 1,958.92
Less: Cash and bank balances (refer Note 13 and 14) 16.16 12.51
Net Debt (A) 286.87 1,946.41
Total Equity (B) 4,517.04 3,855.23

Total Equity and Net Debt (C = A + B) 4,803.91 5,801.64
Gearing ratio 6% 34%
During the year , the Group has repaid its borrowings of Rs. 471 crore before the maturity date to achieve the objective of
better capital management.
'In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that it
meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have
192
been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. No changes
were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018 and March
31, 2017.
Note 49 : Standards Issued but not yet effective
'The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Group’s financial
statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.
The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017
and Companies (Indian Accounting Standards) Amendment Rules, 2018 amending the following standard:
(a) Ind AS 115 Revenue from Contracts with Customers
The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This new standard
requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect
the consideration to which the Group expects to be entitled in exchange for those goods or services. Adoption of the new
rules could affect the timing of revenue recognition for certain transactions of the Group. Ind AS 115 is effective for the
Group in the first quarter of fiscal 2019 using either one of two methods: (i) retrospectively to each prior reporting period
presented in accordance with Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors, with the option
to elect certain practical expedients as defined within Ind AS 115 (the full retrospective method); or (ii) retrospectively
with the cumulative effect of initially applying Ind AS 115 recognized at the date of initial application (1 April 2018) and
providing certain additional disclosures as defined in Ind AS 115 (the modified retrospective method).
The Group continues to evaluate the available transition methods and its contractual arrangements. The ultimate impact
on revenue resulting from the application of Ind AS 115 will be subject to assessments that are dependent on many
variables, including, but not limited to, the terms of the contractual arrangements and the mix of business. The Group's
considerations also include, but are not limited to, the comparability of its financial statements and the comparability
within its industry from application of the new standard to its contractual arrangements. The Group has established an
implementation team to implement Ind AS 115 related to the recognition of revenue from contracts with customers and
it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that
may be necessary.
Upon adoption the Group expects there to be a change in the manner that variable consideration in certain revenue
arrangements is recognized from the current practice of recognizing such revenue as the services are performed and the
variable consideration is earned to estimating the achievability of the variable conditions when the Group begins delivering
services and recognizing that amount over the contractual period. The Group also expects a change in the manner that it
recognizes certain incremental and fulfilment costs from expensing them as incurred to deferring and recognizing them
over the contractual period. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will
only be possible once the implementation project has been completed.
(b) Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses
The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against
which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments
provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable
profit may include the recovery of some assets for more than their carrying amount.
Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the
change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in
another component of equity, as appropriate), without allocating the change between opening retained earnings and
other components of equity. Entities applying this relief must disclose that fact.
These amendments are effective for annual periods beginning on or after April 1, 2018. These amendments are not
expected to have any impact on the Group as the Group has no deductible temporary differences or assets that are in the
scope of the amendments.
(c) Amendments to Ind AS 40 – Transfer of Investment Property
The amendments clarify when an entity should transfer property, including property under construction or development
into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases
to meet, the definition of investment property and there is evidence of the change in use. A mere change in management’s
intentions for the use of a property does not provide evidence of a change in use.
193
Entities should apply the amendments prospectively to changes in use that occur on or after the beginning of the annual
reporting period in which the entity first applies the amendments. An entity should reassess the classification of property
held at that date and, if applicable, reclassify property to reflect the conditions that exist at that date. Retrospective
application in accordance with Ind AS 8 is only permitted if it is possible without the use of hindsight.
The amendments are effective for annual periods beginning on or after April 1, 2018. The Group will apply amendments
when they become effective. However, since Group’s current practice is in line with the clarifications issued, the Group
does not expect any effect on its financial statements.
(d) Amendments to Ind AS 28 - Investments in Associates and Joint Ventures:
The amendments clarify that:
• An entity that is a venture capital organisation, or other qualifying entity, may elect, at initial recognition on an
investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through
profit or loss.
• If an entity, that is not itself an investment entity, has an interest in an associate or joint venture that is an investment
entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that
investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries.
This election is made separately for each investment entity associate or joint venture, at the later of the date on which:
(a) the investment entity associate or joint venture is initially recognised; (b) the associate or joint venture becomes an
investment entity; and (c) the investment entity associate or joint venture first becomes a parent.
The amendments should be applied retrospectively and are effective from 1 April 2018. These amendments are not
applicable to the Group.
(e) Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration
The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset,
expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to
advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary
asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in
advance, then the entity must determine the transaction date for each payment or receipt of advance consideration.
Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively, an entity may apply these
requirements prospectively to all assets, expenses and income in its scope that are initially recognised on or after:
(i) The beginning of the reporting period in which the entity first applies the Appendix, or
(ii)The beginning of a prior reporting period presented as comparative information in the financial statements of the
reporting period in which the entity first applies the Appendix.
The Appendix is effective for annual periods beginning on or after April 1, 2018. However, since the Group’s current
practice is in line with the Interpretation, the Group does not expect any effect on its financial statements.
Note 50 : Event occurred after the Balance Sheet Date:
'The Group evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of
the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions
in the financial statements. As of April 23, 2018, there were no material subsequent events to be recognized or reported
that are not already previously disclosed.


per Sukrut Mehta
Date:April 23, 2018 Membership No. 101974
194
ANNEXURE TO THE CONSOLIDATED FINANCIAL STATEMENTS
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
Part “A”: Subsidiaries
Statement pursuant to Section 129(3) of the companies Act, 2013 related to Subsidiary Company
1 Name of Subsidiary Gujarat Ncode Solutions Limited

2 Date since when subsidiary was aquired 06-04-2017
3 Reporting Currency INR
4 Share Capital 1,00,000
5 Other Equity -3,75,305
6 Total Assets 1,00,000
7 Total Liabilities 3,75,305
8 Investments NIL
9 Revenue From Operations NIL
10 Profit Before Taxation -3,75,305
11 Provision for Taxation NIl
12 Profir after Taxation -3,75,305
13 Other Comprehensive Income NIL
14 Total Comprehensive Income -3,75,305
15 Proposed Dividend NIL
16 Extent of shareholding 100%
1 Name of Subsidiaries which are yet to commence Operation Nil

2 Names of Subsidiaries which have been liquidated or sold during the year Nil
195
PART "B": Associates and Joint Ventures
Statement pursuant to Section 129(3) of the companies Act, 2013 related to Associate Company
Name of Associates Gujarat Green Revolution Company Limited

1 Latest audited Balance Sheet Date 31-03-2017
2 Shares of Associates held by the company on the year end
No. 12,50,000
Amount of Investment in Associates (Rs.) 1,25,00,000
Extent of Holding % 46.87%
3 Description of how there is significant influence Holding more than 20% of the total capital
4 Reason why the Associate is not consolidated Not Applicable
5 (i) Networth attributable to shareholding as per latest audited
Balance Sheet as on 31-03-2017 (Rs.) 55,23,67,406
(ii) Networth attributable to shareholding as per latest unaudited
Balance Sheet as on 31-03-2018 (Rs.) 60,34,96,342
6 Unaudited Profit / (Loss) for the FY 2017-18 (Rs.) 11,06,88,272
i. Considered in Consolidation (Rs.) 5,46,12,172
ii. Not Considered in Consolidation (Rs.) -
1 Name of Associates which are yet to commence Operation Nil

2 Names of Associates which have been liquidated or sold during the year Nil

Place : Gandhinagar
Date : April 23, 2018
196
Regd. Office: P.O: NARMADANAGAR - 392 015, DIST. BHARUCH, GUJARAT
CIN: L24110GJ1976PLC002903, Tele Nos. (02642) 247001, 247002
Fax No. (02642) 247084; E-mail: [email protected], Website: www.gnfc.in
Form No. MGT - 11

$
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)
Name of the Member(s) :

Registered Address :
E-mail ID :
Folio No / DP ID / Client ID :
I / We, being the Member(s) holding shares of the above named company, hereby appoint;
(1) Name : Address
E-mail Id Signature or failing him / her ;
(2) Name : Address
E-mail Id Signature or failing him / her ;
(3) Name : Address
E-mail Id Signature
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 42nd Annual General Meeting of
the Company, to be held on Saturday, the 29th September, 2018 at 11:00 AM at Open Air Theatre, Sports Complex,
Narmadanagar Township, P.O Narmadanagar - 392 015, Dist. Bharuch and at any adjournment thereof in respect of such
resolutions as are indicated below:
Resolution
Resolutions For * Against*
No.
ORDINARY BUSINESS
1 Adoption of Audited Standalone Financial Statements and Audited Consolidated Financial
Statements of the Company for the Financial Year ended 31st March, 2018 and the Reports
of Board of Directors and Auditors thereon.
2 Declaration of dividend on equity shares for the financial year ended 31st March, 2018
3 Re-appointment of Shri V. D. Nanavaty, (DIN : 07431075) as Director, who retires by rotation.
SPECIAL BUSINESS
4 Re-appointment of Dr. Rajiv Kumar Gupta, IAS, (DIN : 03575316) as Managing Director of
the Company for a period from 2.05.2018 to 15.07.2018.
5 Appointment of Shri M. S. Dagur (DIN : 01622222) as Managing Director of the Company.
6 Re-appointment of Shri Sunil Parekh (DIN : 06992456) as an Independent Director of the
Company.
7 Ra-appointment of Shri Piruz Khambatta (DIN : 00502565) as an Independent Director of
the Company.
8 Ratification of remuneration payable to Cost Auditors of the Company for the financial year
2018-19.
Signed this day of 2018 Affix

$
Revenue
Signature of Shareholder Signature of Proxy holder(s) Stamp
Re. 1/-
Notes :
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the Company, not less than
48 hours before the commencement of the Meeting. A proxy need not be a member of the Company.
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 42nd Annual General Meeting.
3. * It is optional to put a "X" in the appropriate column against the Resolutions indicated in the Box. If you leave the "For" or "Against"
column blank against any or all the Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
4. Please complete all details including details of Member(s) in above box before submission.
197
ROUTE MAP TO THE VENUE OF 42ND AGM
198
FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM ONLY
To,
Investor Service Centre
Secretarial & Legal Department
$
Gujarat Narmada Valley Fertilizers & Chemicals Limited

P.O. Narmadanagar - 392015,
Dist. Bharuch, Gujarat
Registered Folio No.:
Bank Mandate Form for furnishing Bank Account details
Dear Sir,
I / We, provide hereunder our Bank Account details, PAN No., E-mail ID, etc. in pursuance of guidelines issued by SEBI
vide its circular dated 20-04-2018.
I / We, hereby also authorize the Company to credit my / our dividend amount directly to my Bank Account as per details
furnished below by Electronic Clearing Service / RTGS / NEFT. In absence of ECS facility, please print my bank account
details on the dividend warrant that may be issued / sent to me.
1 Name of Bank
2 Address of Bank
(with Pin Code Number)
3 Bank A/C Number
4 09 Digit MICR Code Number
(Attach original cancelled cheque leaf )
5 IFSC Code Number
6 Permanent Account No. (PAN) (Attach copy of PAN)
7 E-mail ID
8 Phone / Mobile No.
I / We, shall not hold the Company responsible if the ECS Mandate cannot be implemented for reasons beyond the
control of the Company.
Date :
_______________________________
Place : Signature of Shareholder (s)
Name :
Address :
$
NOTE:
Please attach original cancelled cheque of your bank account and copy of PAN Card with this form and
send to the above mentioned address.
199
NOTES
200

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NOTICE

Shri Sunil Parekh

Shri Piruz Khambatta

For and on behalf of the Board of Directors,

Dr. J.N. Singh

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Shareholding at the beginning of Shareholding at the end of the

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholding Cumulative Shareholding

v) Shareholding of Directors and Key Managerial Personnel : @

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other Directors

No. Particulars of Remuneration Name of Directors Total Amount in Rs.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (Amount in Rs.)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Particulars Amount (Rs. In Lakh)

TOTAL 838 838 838

Prof. Arvind Sahay Dr. Rajiv Kumar Gupta, IAS

1 Corporate Identity Number (CIN) of the Company L24110GJ1976PLC002903

Notes for Column No. 1 :

(A) CONSERVATION OF ENERGY

No. Nature of Expenditure 2017-18 2016-17

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars 2017-18 2016-17

Appointment of Managing Director (Executive Director) is made by the Board

No remuneration was paid to Dr. Gupta, IAS for holding additional

In view of the above, details as required to be furnished under this

4 Number of permanent employees on the rolls of 2435

STATEMENT SHOWING THE PARTICULARS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION

For J. J. Gandhi & Co.

for J. J. Gandhi & Co.

Particulars 2017-18 2016-17 Growth

Number of Board Meetings Held

Managing Director of the company is a permanent invitee .

Year Date of AGM Time Special Resolution passed

STOCK PERFORMANCE : 2017-18

Sub : Compliance with Code of Conduct - Financial Year 2017-18

Place : Gandhinagar DR. RAJIV KUMAR GUPTA, IAS

The compliance of conditions of Corporate Governance is the responsibility of the Company's

For Gaudana & Gaudana

Management’s Responsibility for the Financial Statements

For S R B C & CO LLP

per Sukrut Mehta

For S R B C & CO LLP

per Sukrut Mehta

II. Current assets

Total 7,173.30 7,902.55

EQUITY AND LIABILITIES

II. Current liabilities

Total 7,173.30 7,902.55

D. V. Parikh T. J. Lakhmapurkar Dr. Rajiv Kumar Gupta Dr. J. N. Singh

Total 6,058.11 5,169.67

Total 4,896.14 4,746.85

Profit before exceptional items and tax 1,161.97 422.82

Profit before tax 1,161.97 715.05

Total tax expense 25 372.45 193.75

Profit for the year (A) 789.52 521.30

Other comprehensive income

Net other comprehensive (expense) / income not to be reclassified to

D. V. Parikh T. J. Lakhmapurkar Dr. Rajiv Kumar Gupta Dr. J. N. Singh

$VDW$SU LO