CHAMBAL FERTILIZERS LTD

Chambal Fertilisers and Chemicals Limited was incorporated on May 07, 1985 and promoted by Zuari Agro Chemicals. The Company presently has two business segments viz. Fertilisers and other Agri-inputs and Shipping. The Company manufactures Urea in its three plants located at Gadepan, District Kota, Rajasthan with an aggregate annual production capacity of around 3.4 million Metric Tons (MT). It markets other fertilisers and agri-inputs such as Di-Ammonium Phosphate (DAP), Muriate of Potash (MOP), Ammonium Phosphate Sulphate (APS), different grades of NPK fertilisers, Specialty Plant Nutrients, Sulphur, Micronutrients and Agrochemicals. The Company started commercial production of urea and ammonia plant at Gadepan in Rajasthan during the year 1994. In 1997, it entered into a joint venture with Ofiice Cherifien Des Phosphates, a Moroccan Government company and Indo Maroc Phosphore SA. They started merchant grade phosphoric acid unit in Morocco with the capacity of 330000 tonnes per annum in 1999. In 1998, the company promoted India Software group, a software division which makes inroads into the software business. In the year 1999, the company acquired ITC Classic Home Finance Ltd and renamed as Birla Home Finance Ltd. Also, they incorporated Chambal Agritech Ltd as a joint venture with Technico Pty Ltd, Australia to produce high quality potato seed Technituber in India. The company has the facility at Himachal Pradesh which is one of the largest Technituber producers in the world. In the year 2000, Birla Home Finance Ltd took on BHW Holding AG of Germany, as 50:50 joint venture partner. In the year 2001, the company acquired majority stake in Novasoft Information Corporation of New Jersey to integrate and broaden their IT service business. In the year 2003, the company acquired 51% stake in Techino Pty of Australia through a special purpose vehicle namely Chambal Biotech Pvt Ltd, incorporated in Singapore. In May 2004, the company transferred their entire shareholding in Chambal Agritech Ltd to Technico Pty. As a result, Chambal Agritech Ltd became a wholly owned subsidiary of Technico Pty Ltd. During the year 2004-05, India Steamship, which had five Aframax Tankers with a combined capacity of over 5 lakh (dead weighted tones) DWT was amalgamated with the company and also Shipping Investment, was demerged form the Zuari Investment Ltd. Also, the company sold their 50% stake in Birla Home Finance Ltd to BHW Holdings AG, Germany in November 2004 for the total consideration of Rs 110 crore. The company incorporated ISG Novasoft Technologies Ltd as a wholly owned subsidiary. The company hived off India Software Group into ISG Novasoft with effect from April 1, 2005 as a part of their plan to consolidate their software business into ISG Novasoft. During the year 2006-07, CFCL Overseas was incorporated as a Special Purpose Vehicle for consolidation of their software business. During the year 2007-08, Chambal Infrastructure Ventures Ltd, a wholly owned subsidiary incorporated two wholly owned subsidiaries namely Chambal Energy (Chhattisgarh) Ltd and Chambal Energy (Orissa) Ltd for taking up power projects in the states of Chhattisgarh and Orissa respectively. In August 2007, Chambal Biotech Pvt Ltd sold their entire holding in Technico Pty Ltd, Australia to Russell Credit Ltd. The company sold their Food Processing Division to Temptation Foods Ltd with effect from November 7, 2007. In April 25, 2008, the company took delivery of a new Aframax Tanker namely M T Ratna Shruti from Hyundai Heavy Industries Co Ltd, South Korea. Also, in June 9, 2008, they took the delivery of another Aframax Tanker namely M T Ratna Shradha. During the year 2008-09, the company completed the partial de-bottlenecking of both its fertiliser plants situated at Gadepan. The implementation at Gadepan - I plant was completed in March 2009 and at Gadepan- II plant in April 2009. The company divested one third of their 50% holding in Zuari Investments Ltd to Zuari Industries Ltd in March 2009. After this transaction, Zuari Investments Ltd became a subsidiary of Zuari Industries Ltd. During the year 2009-10, the company added one new ship. With this addition, they has a total fl eet of 6 Aframax tankers. The company divested their entire holding in Zuari Investments Ltd. Accordingly, Zuari Investments Ltd ceased to be an associate company. In April 1, 2011, the company incorporated India Steamship Ltd as a subsidiary company. Chambal Fertilisers and Chemicals' Single Super Phosphate (SSP) unit at Gadepan commenced production in second half of the financial year ended 31 March 2013. During the year, the company expanded its marketing network by setting up a marketing office at Bhatinda, Punjab, in addition to the existing office at Chandigarh. The company's shipping division sold one of its ageing vessels during the year. CFCL Overseas Limited is a wholly owned subsidiary of Chambal Fertilisers and Chemicals and a holding entity for software business. CFCL Technologies Limited, the flagship company which controls the entire software business, is a subsidiary of CFCL Overseas Limited. CFCL Technologies operates business through its step down subsidiaries mainly in USA and India. The year 2012 was a year of consolidation for software business with revamp of leadership team including hiring a new CEO, making necessary investments to turnaround the business and putting the building blocks in place to steer the organization towards growth and profitability. CFCL Technologies Limited and its subsidiaries follow the January-December Financial Year.The un-favorable Government policy on Urea pricing in respect of production beyond re-assessed capacity forced Chambal Fertilisers and Chemicals to restrict production of Urea in 2013-14. During last few years, the Government of India has resorted to under-provisioning for fertiliser subsidy in the union budget. This has resulted into long delays in payment of subsidy to the fertiliser companies thereby substantially increasing industry's interest burden. The dwindling gas supplies from KG-D6 gas fields and other domestic sources is an area of concern. The supplies of natural gas to Chambal Fertilisers and Chemicals from KG-D6 gas fields was curtailed since second quarter of the Financial Year 2013-14 due to reduction in production of gas. The company resorts to spot gas purchase to meet the shortfall as a result of reduction in supplies of domestic gas. Chambal Fertilisers and Chemicals setup an additional marketing office at Indore during the year to focus more in Madhya Pradesh. Chambal Fertilisers and Chemicals had to shutdown Gadepan - II plant from February 8, 2015 due to un-favourable policy of the Government of India for production beyond 100% capacity. This has resulted into lower production of Urea by the company in 2014-15. Delays in disbursement of subsidy by Government of India continued to affect the profitability of the company in 2014-15 as the interest burden continued to mount. However, impressive performance of branded products gave a major boost to the profitability of the company. During the last quarter, the Board of Directors of Chambal Fertilisers and Chemicals has approved the sale of its textile business to Sutlej Textile & Industries Limited, as a going concern on slump sale basis. During the financial year 2014-15, the Board of Directors of Chambal Infrastructure Ventures Limited (CIVL), a wholly owned subsidiary of Chambal Fertilisers and Chemicals, approved merger and amalgamation of two down-stream wholly owned subsidiaries viz. Chambal Energy (Chhattisgarh) Limited and Chambal Energy (Orissa) Limited with CIVL. CIVL was set up to pursue the business opportunities in Power Sector. Chambal Fertilisers and Chemicals have approved voluntary winding of its wholly owned subsidiary - CFCL Overseas Limited (COL). In pursuance of voluntary liquidation, all the assets of COL including its investments in CFCL Technologies Limited, Cayman Islands have been transferred to Chambal Fertilisers and Chemicals (being sole shareholder of COL). As a result, CFCL Technologies Limited has become direct subsidiary of Chambal Fertilisers and Chemicals. As per the Certificate of Dissolution dated March 26, 2015 issued by the Registrar of Companies, Cayman Islands, COL will be deemed to dissolve on June 26, 2015. Chambal Fertilisers and Chemicals completed the sale of its textile business i.e. Birla Textile Mills to Sutlej Textiles and Industries Limited as a going concern on slump sale basis with effect from April 1, 2015. During the year ended 31 March 2016, Chambal Fertilisers and Chemicals started the implementation of new Urea plant at Gadepan for production of 1.34 Million MT of Urea per annum at a cost of approximately USD 900 Million (Gadepan - III Project). This project will be a stepping-stone in the journey of growth of the company as there will be an increase of about 63% in the present Urea production capacity of the company. During the year under review, the company set up an additional marketing office at Kolkata to expand its market presence in eastern India. The approval of the shareholders of the company was taken during the year for sale of one or more than one or all five ships/ vessels or the entire shipping business of the company. During the year under review, the company has made a provision of Rs. 296.19 crore on account of impairment in the value of its investment in CFCL Technologies Limited, Cayman Islands, a subsidiary of the company. In addition to this, the company has made a provision for impairment loss of Rs. 111.99 crore as a result of sale transaction of the vessel - Ratna Puja. Chambal Infrastructure Ventures Limited (CIVL) is a wholly owned subsidiary of Chambal Fertilisers and Chemicals which was incorporated to pursue the business opportunities in Power sector. CIVL had established two down-stream wholly owned subsidiaries viz. Chambal Energy (Chhattisgarh) Limited (CECL) and Chambal Energy (Orissa) Limited (CEOL). The High Court of Delhi has granted its sanction to the scheme of amalgamation of CECL and CEOL with CIVL. The order of the High Court has been filed by the aforesaid companies with the concerned Registrar of Companies. Accordingly, CECL and CEOL stand amalgamated with CIVL with effect from the appointed date of April 1, 2015. India Steamship International FZE, UAE (ISS, UAE) was a wholly owned subsidiary of India Steamship Pte. Limited, Singapore. During the year, Chambal Fertilisers and Chemicals had acquired entire shareholding of ISS, UAE from India Steamship Pte. Limited, Singapore. Consequently, ISS, UAE became direct subsidiary of Chambal Fertilisers and Chemicals. ISS, UAE has commenced the in-chartering of ships during second half of the Financial Year 2015-16. Chambal Fertilisers and Chemicals' four downstream subsidiaries, namely Richmond Title Services, LP, USA, Richmond Title Genpar, LLC, USA, Richmond Investors, LLC, USA and ISGN Fulfillment Services Inc., Arizona, USA were dissolved during the year under review. Chambal Fertilisers and Chemicals executed an agreement for sale of its ship - Ratna Shalini on May 2, 2017. Further, the company executed agreements for sale of remaining 3 ships - Ratna Shruti, Ratna Shradha and Ratna Namrata on May 20, 2017. The transactions are expected to be completed by September 15, 2017. After delivery of all the vessels, the company intends to close the shipping business in due course of time, which is expected to complete by December 31, 2017. The company has decided to close the shipping business considering the long term business outlook of shipping business and to focus on its core business of Fertilisers and Other Agri-inputs. Till March 31, 2017, the company spent Rs. 1624.63 crore on Gadepan - III Project. During the Financial Year 2015-16, Chambal Fertilisers and Chemicals had started the implementation of new Urea plant at Gadepan for production of 1.34 Million MT of Urea per annum at a cost of approximately USD 900 Million (Gadepan - III Project). This project will give a major thrust to the operations of the company by adding about 63% in the present Urea production capacity of the company. During the financial year ended 31 March 2017, Chambal Fertilisers and Chemicals achieved highest ever-sales volumes in Di-ammonium Phosphate (DAP) and Muriate of Potash (MOP). During the year, the Company has not procured Single Super Phosphate (SSP) from third party manufacturers and focused on its own production. CFCL Ventures Limited, Cayman Islands was a wholly owned subsidiary of CFCL Technologies Limited, Cayman Islands, a subsidiary of Chambal Fertilisers and Chemicals. With a view to achieve administrative and operational cost efficiencies and simplification of the corporate structure of the subsidiaries, CFCL Technologies Limited merged with CFCL Ventures Limited with effect from December 20, 2016 and CFCL Ventures Limited became a direct subsidiary of Chambal Fertilisers and Chemicals. CFCL Ventures Limited operates business through its subsidiaries, namely, ISGN Corporation, USA and ISG Novasoft Technologies Limited, India. Inuva Info Management Private Limited, India is a subsidiary of ISG Novasoft Technologies Limited. CFCL Ventures Limited and its aforesaid three subsidiaries have changed their respective financial years to align with the financial year of your Company. Accordingly, the financial year of each of these subsidiaries comprises of 15 months period ended on March 31, 2017. ISGN Corporation, USA had entered into a stock purchase agreement on January 28, 2016 for sale and transfer of its entire shareholding in its wholly owned subsidiary, namely ISGN Solutions, Inc., USA to Firstsource Group USA, Inc., USA. Further, ISG Novasoft Technologies Limited had signed an agreement on January 28, 2016 for sale of its Business Process Outsourcing business to Firstsource Process Management Services Limited, India on slump sale basis. These transactions were completed on May 18, 2016. Accordingly, ISGN Solutions Inc., USA and its subsidiaries, namely ISGN Fulfillment Agency LLC, USA and ISGN Fulfillment Services Inc., USA, ceased to be the subsidiaries of Chambal Fertilisers and Chemicals during the year under review. ISGN Corporation, USA is engaged in designing, developing, marketing and distribution of software products for mortgage lending industry in USA. This business is supported by ISG Novasoft Technologies Limited, India. After sale and disposal of its subsidiaries as mentioned above, ISGN Corporation, USA was made a pure-play technology product company with focus on sale of software products. During FY'22, Inuva Info Management Private Limited (Inuva) from May 03, 2021 ceased to be a subsidiary of ISGN, India and the Company. India Steamship Limited, a wholly owned subsidiary of the Company in Singapore on April 6, 2020 also ceased to be a subsidiary of Company.