Chambal Fertilisers & Chemicals Ltd

Dear Members,

Your Directors have pleasure in presenting the 25th Annual Report together with auditedaccounts for the financial year ended March 31, 2010.

1. Financial Results and Appropriations

2. Dividend

TheBoardrecommendsdividend@Rs.1.90perequitysharesof Rs. 10 each (Previous Year –Rs. 1.80 per equity share). The total outgo on this account will be Rs. 92.21 croreincluding dividend tax.

3. Operations

The Company has three Businesses i.e. Fertiliser, Shipping and Textiles. The FertiliserBusiness is by far the largest among the three businesses. The Fertiliser Businesscomprises of ‘own manufactured Urea’ and trading of phosphatic and potassicfertilisers as well as agri-inputs like seeds, pesticides, micro-nutrients, etc. Thefertiliser plants have stabilized after partial de-bottlenecking. While Fertiliserbusiness remained steady during 2009-10, Shipping and Textile businesses faced severerecessionary trends although Textile business was upbeat towards the year end. Theperformance of the Company as a whole was satisfactory.

The Company added one new ship during the year. With this addition, it has a totalfleet of 6 Aframax tankers. The Shipping Business performed well considering the severeglobal downturn as it had long term charter contracts with the reputed parties for four ofits ships.

The Textile Business achieved increase in revenues due to better realizations andchange in product mix during the year. The detailed information on all business segmentsof the Company and the respective industries are given in the Management Discussion andAnalysis Report.

4. ‘Management Discussion and Analysis’ and ‘Corporate GovernanceReport’

Management Discussion and Analysis and Corporate Governance Report are attached asAnnexure – "G" and "E". Auditors’ Certificate confirmingcompliance with the conditions of Corporate Governance is also enclosed as Annexure–"D".

5. Joint Ventures and Associates

(i) Indo Maroc Phosphore S. A., Morocco (IMACID)

IMACID plant remained inoperative from November 10, 2008 to March 4, 2009 due to highstock and non-remunerative sales price of Phosphoric acid. After start-up of the plant onMarch 5, 2009, overall performance of plant operation was satisfactory. During the Year2009, production and sales of Phosphoric Acid were 359,656 MT and 369,996 MT respectively.

Total profit after tax was 35.09 Million MAD (Rs. 21.36 crore) in year 2009 as againstMAD 250.64 Million (Rs. 142.66 crore) in the previous year. The decrease in profit ismainly on account of lower price realization and long plant shut down.

(ii) Zuari Investments Ltd.

Your Company has divested its entire holding in Zuari Investments Ltd. Accordingly,Zuari Investments ceased to be an associate of your Company.

6. Subsidiaries

(i) Chambal Infrastructure Ventures Ltd.

Chambal Infrastructure Ventures Ltd. ("CIVL") is a wholly owned subsidiary ofyour Company. This subsidiary was set up for development of Power projects. It had set uptwo wholly owned subsidiaries viz. Chambal Energy (Chhattisgarh) Ltd. and Chambal Energy(Orissa) Ltd. for taking up power projects in the states of Chhattisgarh and Orissa,respectively. During the year, there was not much of activity in CIVL or its subsidiaries.

(ii) CFCL Overseas Ltd., Cayman Islands

CFCL Overseas Ltd. was incorporated as a special purpose vehicle and wholly ownedsubsidiary of your Company for consolidation of its entire software business. CFCLTechnologies Ltd. is the flagship Company for software business and also a subsidiary ofCFCL Overseas Ltd.

During the year, one of the subsidiaries of CFCL Technologies Ltd., acquired FiservFulfillment Services Inc., USA ("FFS") from Fiserv Inc. in December 2009. Thisacquisition is a major milestone in the software business strategy and as a result thebusiness has achieved minimum critical mass in the Home Mortgage segment.

The primary offerings of FFS are Valuation Services, Title Services, MortgageProcessing and Home Retention Services. Post acquisition of FFS, the software business hasbeen realigned into three segments viz., Origination, Servicing and Technology services.The software business now provides comprehensive end to end products & services in themortgage industry.

The Software business as a whole earned revenues of USD 36.4 Million and EBIDTA (beforeMerger & Acquisition expenses) of USD 2.7 Million during the period April to December2009.

(iii) India Steamship Pte. Ltd., Singapore

Due to economic downturn and very poor spot markets, operations of India Steamship,Singapore were scaled down. In-chartering activity in India Steamship, Singapore will bere-looked once the markets turn favourable.

During the Year 2009-10, India Steamship, Singapore has earned a revenue of USD 4.99Million and recorded a loss (after tax) of USD 0.58 Million.

Exemption: Your Company has received approval of the Government of India, exempting itunder section 212(8) of the Companies Act, 1956 from attaching with its Annual Report, thecopies of the Balance Sheet, Profit and Loss Account, Board of Directors’ Report andAuditor’s Report of its subsidiary companies. However, pursuant to AccountingStandard 21 issued by the Institute of Chartered Accountants of India, ConsolidatedFinancial Statements presented by the Company include the financial information of itssubsidiaries, as applicable. The Company will make available the Annual Accounts of itssubsidiaries along with relative detailed information upon request by investors of theCompany or its subsidiaries. The Annual Accounts of the subsidiaries will be available forinspection at your Company’s corporate office and that of the subsidiaries. Further,the Annual Accounts of these entities will also be available at the ‘Investor ServiceCentre’ section of your Company’s website, www.chambalfertilisers.in.

(a) Environment Management

Your Company has established and maintained an Integrated Management System based onOHSAS- 18001:2007, ISO-14001:2004 and ISO-9001:2000 for Environmental, Occupational Health& Safety, and Quality, the details of which are briefly given below:

(i) Sustainable Development – Your Company believes in sustainable development ofthe society in which it operates. Accordingly, it has taken various initiatives andimplemented environment programmes such as Ground Water Recharging through Rain WaterHarvesting, Energy Conservation measures, Use of Solar Energy, etc.

The Company engages various stakeholders in educating and sensitizing them about theimportance of sustainable environmental development. Awareness and involvement is achievedthrough training and various other programmes.

(ii) Waste Management – Your Company is managing and operating well designedprogrammes/treatment facilities to control pollution. The Company continues to follow the3R concept – Reduce, Re-use and Re-cycle of the effluents being generated. This year,more than 98% of the effluents in Fertiliser plants were recycled. Waste water is beingused in maintaining green belt through a 65 kilometer long irrigation network spread allover the Gadepan complex, which in turn helps in saving fresh water.

Your Company has adopted best methods to manage Solid/Hazardous Waste disposal afterproper categorization. Separate bins have been created for collection of variouscategories of waste. In township, segregated domestic waste is collected from each houseand the biodegradable waste is composted. Horticulture waste is converted to manure. Allsaleable items are sold to approved recyclers. Use of polythene bags in the Gadepan campusis strictly prohibited. Similarly, Birla Textile Mills (BTM) uses waste water, aftertreatment, in developing and maintaining the green belt. BTM has also installed a ColourRemoval System in effluent treatment plant for removal of colour from the dye houseeffluent.

(iii) Green belt and water consumption – The area surrounding Gadepan complex isexperiencing a positive change in ecology due to development of a dense green belt/forestinclusive of over 2.3 Lac trees in an area of about 213 hectares under a programme named"Operation Green". Planting of new trees is a continuous process at Gadepancomplex. The Green belt provides habitat to more than 100 species of birds.

Water consumption is optimized through implementation of various conservation schemes.The trend of consumption shows a continual improvement. During the year, the specificconsumption of water was 5.05 cubic meter per MT of urea. This is one of the best in theFertiliser Industry.

(b) Safety Management

Safety is an area of paramount importance in your Company. A well defined occupationalhealth and safety management system is in place to ensure the safety of employees,contractor workforce as well as equipment and machinery. The township at Gadepan is OHSAScertified. To maintain and improve upon the well established safety system, extensivetraining is conducted for the employees and contractor workforce by internal and externalfaculties and employees are also sent to well known institutes for specialized training.Training facility has been provided at the site and a safety booklet in Hindi has beenbrought out for contractor workforce in the bagging plant.

Besides establishing and maintaining Integrated Health and Safety Management System,your Company has implemented Process Safety Management (PSM) System developed by USOccupational Safety & Health Administration (OSHA) in its operations. PSM is a systemcovering all aspects of process risks and involves proactive identification, assessment& control of hazards in chemical industries. The system provides a dynamic environmentfor continual improvement and increasing awareness of the safety impacts of technology,personnel and management of process hazards. Unlike USA, PSM system is not mandatory inIndia but it has been adopted by the Company to focus on excellence, by fosteringcontinual improvement of existing systems and employee involvement in safe operation ofplants at Gadepan.

Emergency Handling

Your Company has a well-defined Onsite Disaster Management Plan & Flip chart atGadepan. Regular mock drills are conducted to check the emergency preparednessin–house as well as with local administration. Mock drills have been conducted forammonia release scenario and fire involving naphtha. A formal "Mutual AidScheme" with NTPC – Anta is also in place for the emergency handling.

(c) Health & Hygiene

Your Company accords high priority to hygiene monitoring at work place andemployees’ health assessment is done through periodical medical examinations. Theplant and processes are continuously upgraded to improve work place hygiene and healthstandards. Necessary training is imparted to the employees and other workers to enhancetheir awareness towards health related matters. A large number of our employees arecertified first-aiders whose knowledge is updated every month.

A well equipped medical centre at Gadepan campus provides round the clock HealthServices to employees and their families, contractor workforce and community. TheCompany’s medical officers conduct regular health awareness program.

Comprehensive Work Environment Monitoring is carried out in-house as well as throughexternal agencies on regular basis to prevent any occupational disease.

(d) Quality Management

Adequate attention is accorded to maintain quality of end product and processes.Stringent monitoring of defined parameters is done and improvement opportunities areavailed for continual improvement. Under a unique initiative, an All India workshop on"Boiler Feed Water and Steam System Management" was successfully organized atGadepan in association with Fertiliser Association of India.

Health, Safety, Environment & Quality (HSEQ) Audits

Teams of trained internal auditors regularly conduct HSEQ audits with special emphasison house keeping, health & hygiene, safety, environment and quality. Apart fromperiodic internal audits, external audits are carried out by reputed agencies like DNV& National Safety Council of India. The gaps identified in the audits are rectifiedthrough an action plan.

(e) Achievements

Your Company regularly participates in national and international benchmarking surveys& awards towards self-assessment and continual improvement. Your Company has receivedthe following awards during the year:

• Rajasthan Energy Conservation Award 2009;

• "Best Employer 2008" for EXCELLENCE in GREEN REVOLUTION in RajasthanState by the Employer Association of Rajasthan;

• "Golden Peacock Awards for Corporate Social Responsibility" for theyear 2009; and

• Best Managed Siding Award – 2008-09 by West Central Railway for Minimumaverage detention to rakes.

8. Corporate Social Responsibility (CSR)

Your Company is committed towards the development of areas in the vicinity of theplants at Gadepan. Your Company’s full-spectrum CSR programme, recently branded as"Uttam Roshni", has been designed to realize objectives of sustainable economic,social and environmental development. The Company had engaged a professional agency -Gramin Vikas Trust (GVT) to carry out a Need Assessment Survey of the villages surroundingthe plants at Gadepan. The areas requiring the Company’s intervention were identifiedand various initiatives were taken up for the community development in consultation withlocal administration at the village & block levels. The activities mainly coverconstruction of Kharanja roads (stone pavement) with drains, gravel link roads, boundarywalls, culverts, tube wells, fencing and provision of hand pumps and water storage tanks.The Company has also undertaken scheme for improvement in Village Drainage System andconstruction of a Community Center. It is proposed to build toilets for Below Poverty Linehouseholds and supply Drinking Water under Public Private Partnership model afternecessary approvals from the local administration.

Your Company operates a mobile Health Care Unit namely –"Chambal GraminArogya Sewa" in 14 surrounding villages. A team of doctors accompanied by volunteersfrom "Uttam Mahila Samiti" provides free medical check up and medicines tovillagers at their doorstep. 17510 patients were given treatment through Chambal GraminArogya Sewa during the year 2009-10. The Medical Centre in Gadepan campus provides freeservice to sick villagers from surrounding areas and ambulance facilities are provided tothem round the clock for taking patients to Kota in emergency. During the year, over 2051patients were provided health care service at Medical Center. Villagers also avail theservices of visiting specialists for treatment. Camps for various ailments related to Eye,Gynecology, Respiratory & Asthma and Immunization and free health check up forstudents of nearby schools were organized.

Your Company believes that everyone can ‘make a difference’ and eachindividual is capable of giving something of value to society. The same is displayed by agroup of volunteers from "Uttam Mahila Samiti" through initiatives likedistribution of educational stationery, uniforms, sweaters, shoes, computers, etc. in theschools around our plants. Uttam Mahila Samiti also conducts drawing, painting and debatecompetitions at school level from time to time.

For overall development of community, "Uttam Krishi Clinic" has beenestablished in the vicinity of the plants at Gadepan. This clinic provides variousservices such as Soil testing, Internet, Sale of improved seeds, Farmer training,Consultation, Demo-cum-Nursery for educating farmers on organic farming, etc.

9. Conservation of Energy

Your Company strives to make the plants as energy efficient as possible and continuallyreviews various schemes to conserve energy. The requisite information with regard toconservation of energy, technology absorption and foreign exchange earnings and outgo interms of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 is set out in separate statements attached hereto (Annexure "A"& "B") and forms part hereof.

Your Company now owns 6 Aframax tankers out of which 5 are double hull and these shipsare more energy efficient as compared to the old vessels. Information required to befurnished in Form A is not applicable to shipping industry. It has no information tofurnish in Form B regarding technology absorption. Total foreign exchange earning andoutgo with respect to the Shipping Division has been included in data of entire Company inForm B.

10. Investor Service Centre

The In-house Investor Service Centre of your Company located at New Delhi, continues toprovide prompt investor service through quick resolution of investor grievances. The mottoof ‘high investor satisfaction’ is being pursued through pro-active actions likereaching out to investors regularly, timely reminders to investors about new corporatebenefits, unclaimed benefits, etc.

The Securities of your Company are listed at National Stock Exchange of India Ltd. andBombay Stock Exchange Ltd. The Company has paid Annual listing fees to these StockExchanges for the year 2010-11.

The members are requested to refer to general shareholders’ information given inCorporate Governance Report appended to this report.

11 .Fixed Deposits

Your Company has discontinued accepting new deposits with effect from July 1, 2008. Ason March 31, 2010, your Company had 175 depositors with fixed deposits of Rs. 49.21 lac.As on that date, 44 depositors had not claimed their Fixed Deposit amount of Rs. 10.84 Lacdespite being reminded regularly. However, 3 depositors have claimed their deposits of Rs.0.85 Lac since then.

12. Employee Stock Option Scheme

Your Company had taken approval of members in 23rd Annual General Meeting held onSeptember 10, 2008 for issue and allotment of options exercisable into not more than41,62,000 equity shares of face value of Rs. 10/- each to employees of the Company underEmployee Stock Option Scheme(s). However, no stock options were issued by your Companyduring the year under review.

13. Personnel

Information in accordance with Section 217(2A) of the Companies Act, 1956, read withthe Companies (Particulars of Employees) Rules, 1975, forms part of this Report and isattached hereto as Annexure "C".

14. Directors

The Board has nine Non-Executive directors and a Managing Director. Two directorsnamely M/s. S. K. Poddar and S. S. Bhartia are due for retirement by rotation at theforthcoming Annual General Meeting. M/s. S. K. Poddar and S. S. Bhartia are eligible forre-appointment. The Board of Directors had appointed Mr. K. N. Memani and Ms. Radha Singhas Directors w.e.f July 21, 2009 and October 21, 2009, respectively, to fill the casualvacancies caused by resignation of M/s. M. D. Locke and A. J. A. Tauro. Mr. Memani willhold the office until the forth coming Annual General Meeting of the Company.

The Company has received a notice in writing together with requisite deposit from amember proposing Mr. Memani’s appointment as a director of the Company, liable toretire by rotation.

Mr. A. J. A. Tauro has resigned as a director of the Company w.e.f. October 1, 2009.The Board places on record its sincere appreciation of the services and guidance renderedby Mr. A. J. A. Tauro during his long association with the Company. Other information onthe directors is provided in Corporate Governance Report as annexed to this Report asAnnexure "E".

15. Auditors

The Notes on Accounts read with the Auditors’ Reports are self explanatory andtherefore, do not call for any further comments or explanations.

M/s. S. R. Batliboi & Co., Statutory Auditors and M/s. Singhi & Co., BranchAuditors of Shipping Business of the Company (pursuant to Section 228 of the CompaniesAct, 1956), are retiring at the conclusion of the ensuing Annual General Meeting and beingeligible, offer themselves for reappointment. The above re-appointments, if made, will bein accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

16. Directors Responsibility Statement

Your Directors hereby report: a) that in the preparation of annual accounts, theapplicable accounting standards have been followed alongwith proper explanation relativeto material departures; b) that the Directors have selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31, 2010 and of profit and loss account for the period ended March 31, 2010; c) thatthe Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and d) that the Directors have prepared the annual accounts on a goingconcern basis.

17. Consolidated Financial Statements

In accordance with ‘Accounting Standard 21 – Consolidated FinancialStatements’, the group accounts form part of this Report & Accounts. These groupaccounts also incorporate the ‘Accounting Standard 23 – Accounting forinvestments in Associates in Consolidated Financial Statements’ and also‘Accounting Standard 27 – Financial Reporting of interest in JointVentures’ issued by the Institute of Chartered Accountants of India. These groupaccounts have been prepared on the basis of audited financial statements received fromsubsidiaries, associate and joint venture company.

18. Acknowledgements

Your Directors wish to place on record their appreciation of the assistance andco-operation received from the Department of Fertilisers, Government of India, StateGovernments, Financial Institutions, Commercial Banks, Stakeholders and all others whosecontinued support and co-operation has been a source of strength to the Company enablingit to achieve its goals. Your Directors also wish to place on record their sincereappreciation of the unstinted devotion and commitment of every employee of the Company.

Annexure "A" to Directors’ Report

Disclosure of Particulars with respect to Conservation of Energy:

a) Energy conservation measures taken

(i) Fertiliser Division

• Installation of additional ammonia Converter and Loop Boiler in Ammonia-IIPlant.

• Replacement of bare tube bundles with finned tube bundles in Boiler Feed WaterPre-heaters in Ammonia-II Plant.

• Re-passing of process air coils in convective section of Primary Reformer ofAmmonia - II Plant.

• Installation of low pressure decomposer Pre-heater in Urea-II Plant.

• Installation of Vapour Absorption Machine for suction air chilling of ProcessAir Compressor in Ammonia - II Plant and CO2 chilling in Urea – II Plant.

(ii) Textile Division

Following equipments were installed:

• Variable Frequency Drive (VFD) on one compressor motor of 75KW

• Electronic ballasts in place of convectional chocks in Unit-I

• Cyclic timers in supply air and return air fans of Two-For-One twisting (TFO)humidification plants and energy efficient centrifugal pumps in place of mono block pumpsin humidification plants of ring frame and carding sections in Unit-II & III

• Cyclic timers on suction fan motors and rotary drum filters of carding,preparatory and autoconer sections of humidification plants in Unit-IV & V

• Reduced size pulleys on main motors of waste collection system of cardingsection in Unit-IV b) Additional investments and proposals, if any, being implemented forreduction of consumption of energy

(i) Fertiliser Division

• Replacement of Primary Reformer tubes (with better metallurgy) along with newcatalyst in Ammonia-I plant.

• Replacement of High Temperature Shift converter catalyst in Ammonia-I plant.

• Replacement of High Pressure Regenerator tower packing in CO2 removal section inAmmonia-I plant.

• Installation of new Hydrolyser pre heater in Urea-I plant.

• Replacement of trays with energy efficient tray in Distillation tower in Urea-Iplant.

• Replacement of Urea reactor trays in Urea-I plant.

(ii) Textile Division

• Installation of VFD in TFO electric motors of synthetic sections, supply airfans, return air fans and pumps of humidification plants.

• Installation of energy saving centrifugal pumps in humidification plants inplace of old mono block pumps. c) Impact of the measures at (a) and (b) above for thereduction of energy consumption and consequent impact on the cost of production of goods.

The energy conservation measures mentioned at (a) and (b) above will result inreduction of energy by around 1%. d) Total energy consumption and energy consumption perunit of production

As per Form ‘A’ given below.

Form A

*The above figures of Natural Gas fuel for current year excludes 583,654 SM3 of NaturalGas used for de-bottlenecking project.

Annexure "B" to Directors’ Report

FORM "B"

Disclosure of particulars with respect to Technology Absorption

Research and Development (R&D)

i) The Company is a manufacturing organization and is not engaged in any major Researchand Development activity. However, continuous efforts are made to improve the quality& efficiency and to develop new product/product mix.

ii) Expenditure on R &D (Textile Division)

a) Capital – Rs. 14.96 Lac

b) Recurring – Rs. 79.77 Lac

c) Total - Rs. 94.73 Lac

d) Total R&D Expenditure as a percentage of total turnover – 0.32%

Technology Absorption, Adaptation and Innovation

i) Efforts in brief, made towards technology absorption, adaptation and innovation.

a) Fertiliser Division

• Installation of additional Ammonia Converter and Loop Boiler in Ammonia-IIPlant.

• Replacement of bare tube bundles with finned tube bundles in Boiler Feed WaterPre-heaters in Ammonia-II Plant.

• Re-passing of process air coils in convective section of Primary Reformer ofAmmonia - II Plant.

• Installation of low Pressure decomposer Pre-heater in Urea-II Plant.

• Installation of Vapour Absorption Machine for suction air chilling of ProcessAir Compressor in Ammonia - II Plant and CO2 chilling in Urea – II Plant.

b) Textile Division

• Development of Cotton Slub yarn on four Ring-frames by attaching slub motion.

• Development of Cotton blended yarn e.g. Poly/Cotton and Viscose/Cotton.

• Change of Cradle from short to medium to improve Viscose yarn productivity on 9Nos. Ring Frames.

• Technological change in Waste collection system from intermittent to continuousin synthetic plant to improve quality and efficiency.

ii) Benefits derived as a result of the above efforts

a) Fertiliser Division

• Energy Efficiency improvements.

• Reduction in greenhouse gas emissions i.e. Methane, Carbon dioxide.

• Marginal increase in capacity.

b) Textile Division

• Development of new product and increase in productivity.

iii) Information related to technology imported (imported during the last 5 yearsreckoned from the beginning of the financial year):

a) Technology Imported: Low energy process from M/s. Kellogg Brown and Root of USA forAmmonia – I.

b) Year of Import: 2006-07

c) Has technology been fully absorbed: Yes, technology has been fully absorbed duringthe Financial Year 2008-09.

Foreign Exchange Earnings and Outgo

Annexure "C" to Directors’ Report

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975.

NOTES:

1. These persons were employed on contractual basis on various dates during the year.

2. In accordance with the clarification given by Ministry of Corporate Affairs, theremuneration has been computed on the basis of the actual expenditure incurred by theCompany.

3. None of the above employees is a relative of any Director of the Company.

4. None of the above employees himself or alongwith his spouse and dependent childrenholds 2% or more equity shares of the Company.

5. All the appointments are/were on contractual basis.