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DIRECTOR'S REPORT

Navin Fluorine International Ltd.

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Market Cap. (₹) 4404.03 Cr. P/BV 4.11 Book Value (₹) 216.81
52 Week High/Low (₹) 948/570 FV/ML 2/1 P/E(X) 29.54
Bookclosure 06/11/2019 EPS (₹) 30.14 Div Yield (%) 0.14
Year End :2019-03 

The Directors are pleased to present the 21st Annual Report together with the audited accounts for the year ended 31st March, 2019.

1. FINANCIAL AND OPERATIONAL highlights (Rs. in lakhs)

2018-19

2017-18

Revenue from Operations

95,513

88,606

Other income

3,477

9062

Profit before Depreciation, Finance Costs, and Taxation

25,288

30,132

less: Depreciation

2,588

3,817

Finance Costs

47

66

Profit before Taxation

22,653

26,248

Less: Tax Expense

7,805

8,352

Profit for the year

14,848

17,896

add: Surplus brought forward from the previous year

71,808

57,540

Amount available for appropriation

86,656

75,436

Appropriation:

Other Comprehensive Income/(Loss)1

(31)

(68)

Payment of dividends (including tax)

(6,185)

(3,560)

Surplus carried to Balance Sheet

80,440

71,808

*Remeasurement of (loss)/gain (net) on defined benefit plans, recognized as part of retained earnings.

Note: Figures are regrouped wherever necessary to make the information comparable.

2. DIVIDEND

The Company paid an interim dividend of Rs. 3.80 per share on 494,43,950 equity shares of nominal value of Rs. 2/- each, aggregating to Rs. 1,878.87 lakhs in the month of October 2018. The Board of Directors is pleased to recommend a final dividend for the year of Rs. 4/- per share on 494,57,165 equity shares of nominal value of Rs. 2/- each, aggregating to Rs. 1,978.29 lakhs.

3. YEAR IN RETROSPECT

During the year, the net turnover reached a high of Rs. 95,531 lakhs, a growth of 17% over the previous year's net sales of Rs. 81,773 lakhs (excluding Rs. 5,568 lakhs from our Dahej operations until 30th November 2017). The major contributors to this growth were Specialty Chemicals, Inorganic Fluorides and Refrigerant Gas businesses. The domestic business grew by 20%, clocking Rs. 51,345 lakhs driven by Specialty Chemicals and Inorganic Fluorides. Exports reached Rs. 44,168 lakhs posting a year-on-year growth of 13% over Rs. 38,971 lakhs of the previous fiscal (excluding Rs. 5,568 lakhs from our Dahej operations until 30th November 2017), predominantly driven by Specialty Chemicals and Refrigerant Gases.

The key driver for the profit growth has been better market penetration leading up to higher volumes, better capacity utilisation and dynamic pricing. The Operating Profit for the year, before Other Income, increased by 12% over that of the previous year. Operating EBITDA, before Other Income, reached Rs. 21,811 lakhs, up from Rs. 21,070 lakhs in FY 2017-18. Operating EBITDA Margin for the year was at 23% against 24% in FY 2017-18. Profit before tax (PBT) dropped by 14% from Rs. 26248 lakhs in FY 2017-18 to Rs. 22653 lakhs during the year under review. Profit after tax (PAT) at Rs. 14848 lakhs in the current year recorded a decrease of 17% from Rs. 17896 lakhs in FY 2017-18. The drop in PBT and PAT for the year vis-a-vis FY 201718, was mainly on account of the mark to market adjustments of the investment portfolio as well as sale of equity shares of Mafatlal Industries Ltd. and NOCIL Ltd. in FY 2017-18.

Specialty Chemicals business saw a healthy growth of 33%, reaching a turnover of Rs. 30005 lakhs in the current year vis-a-vis Rs. 22488 lakhs in FY 201718. It contributed around 31% of the overall turnover. The exports share in this business was about 40%. After two flat years, the business revived significantly on the back of efforts to increase domestic sales driven by demand from life sciences segment and the exports, which is mainly towards the Crop science industry, also improved in terms of volume as well as pricing. The efforts on creating a diversified portfolio of innovative products, winning new customers and penetration into new markets is ongoing. The key emphasis of this business has been on investing in research and development, towards building a strong product portfolio in niche fluorochemicals.

Inorganic Fluorides business registered a significant growth from Rs. 14542 lakhs in FY 2017-18 to Rs. 19709 lakhs during the current year, a growth of 36% year on year. It contributed around 21% of overall turnover. The growth has been fueled by positive traction in volumes and prices, both in the domestic as well as the export sectors across key product portfolios. The growth in the domestic consuming industries, led to positive demand generation in this segment. The sustained efforts over the last few years, led to addition of new overseas customers.

Refrigerant Gases business witnessed a growth of 14% year-on-year, achieving a turnover of Rs. 28026 lakhs during the year against Rs. 24545 lakhs in FY 2017-18. It contributed around 29% of overall turnover. The exports in the Refrigerant portfolio, constituted approximately 44%. The domestic market witnessed a weak demand during the year. Exports performed well in both volume as well as realisations on the back of supply constraints, and strong market expansion in Middle East. Pricing corrections both in the domestic and export market along with volume expansion in exports, helped in the increase in turnover.

CRAMS business during the current year was about 12% lower than FY 2017-18, reaching a turnover of Rs. 17787 lakhs during the year against Rs. 20179 lakhs in FY 2017-18 (excluding Rs. 5568 lakhs from our Dahej operations until 30th November 2017). It contributed 19% of overall Turnover for the year. Successful delivery of a variety of orders, addition of new customers as well as repeat orders from innovator global pharma majors, has reinforced the business's confidence in the capability to build and operate a world class cGMP facility. The focus continues on effective interface of project management and delivery framework, deepening customer relationships and effective capacity utilisation. Customer audits by several pharma majors have been successfully completed during the year.

During last year, the Board had approved a capital expenditure of Rs. 11500 lakhs towards creating additional cGMP capacity and associated infrastructure. This capex is underway at the Company's Dewas facility, which is the hub of the CRAMS activities. The new capacity is expected to come on stream by second half of FY2019-20. The expanded capacity will be utilized for the Company's growing contract manufacturing activity for the value added complex chemicals and fluoro intermediates, manufactured for innovator pharma companies across the globe. The Investment in expansion of the capacity is based on customer inquiries and discussions and in anticipation of future research pipeline of innovators. The new capacity addition will be similar to the Company's existing multi product plant configuration with multistage batch and products processing capabilities. The Company has reached out to markets in the US, Europe and Japan by having direct representations in those geographies, in addition to the strong presence of Manchester Organics Limited (MOL) in the UK.

During the year the costs of key raw materials moved northwards. The Company continued its strategy of importing fluorspar, its key raw material, from diverse sources. However, fluorspar prices increased by almost 45% year on year due to global supply constraints as well as weakening rupee. Sulphur and chloroform, the other critical raw materials experienced strong inflationary trends exerting stress on the margins across product lines. Sulphur price witnessed over 30% increase while chloroform prices increased by 45% in comparison to FY 2017-18. Price of boric acid too moved 25% upwards during the year.

On the energy cost front, cost of power has remained steady during the year vis-a-vis FY 2017-18. Non-availability of exchange traded power for most of the current year, continued to be a challenge. However, this has restarted towards the end of the current year. Price of natural gas for the Company increased by 16% in the current fiscal compared to that of the previous year.

The year proved to be one of the most volatile for currencies with US Dollar (USD) swinging more than 14%, British Pound (GBP) 11% and Euro 10%. Against USD the Rupee was at its strongest in April at Rs. 64.88 and the weakest in October at Rs. 74.33, depreciating by almost 15%. Towards the end of the current fiscal it was around Rs. 69.18. GBP, which was around Rs. 91.45 towards the beginning of the fiscal appreciated almost 12% to touch Rs. 97.97 level against the Indian Rupee in October from its yearly low of Rs. 87.95 in August. At the end of the current fiscal it was at Rs. 90.14. Euro too, amidst the volatile global scenario appreciated by almost 11% against the Indian Rupee. Euro was at its highest in October at Rs. 85.84 and had fallen to its weakest level of Rs. 77.60 towards the end of the fiscal. The exchange loss of Rs. 199.28 lakhs as seen in the financials is on account of timing difference of foreign exchange transactions and their realisation and / or restatement.

Deeper penetration into various market and customer segments, improving operating efficiencies and continuous margin improvement has been the sustained focus of the Company. Through the year, the R & D, technology, production, marketing and supply chain teams worked relentlessly to improve productivity, quality and costs of various products, to offer a competitive marketing edge to the businesses on one hand and a flexible sourcing strategy on the other. The top-line growth coupled with higher capacity utilisation, helped in better absorption of overheads, contributing to improvements in the operating margins.

During the year a conservative inventory policy was followed in order to remain closer to the market prices of all the raw materials and access the resultant movement in the finished product prices.

The receivables and inventories management have been an area of key management attention and are in line with the scope and scale of operations and the levels were well within acceptable industry norms.

The Company sustained its good financial health with a sizeable treasury income. The Company has maintained its credit rating at 'CARE AA, indicating high degree of safety with respect to timely servicing of financial obligations and very low credit risk, for borrowings with a tenure of more than one year. The rating for shortterm facilities of tenure less than one year, has been maintained at 'CARE A1 , indicating very strong degree of safety with respect to timely servicing of its short term financial obligations and lowest credit risk. During the year the Company maintained 'CARE A1 ' rating for issuance of Standalone Commercial Papers, to the extent of Rs. 6000 lakhs.

The Company is fully committed towards its responsibilities in health, safety and environmental (HSE) management and has continued to make sizable investments in HSE during the year, across all its locations. The Company is amongst very few Corporates in the country who has 'Responsible Care' accreditation from the Indian Chemical Council. 'Responsible Care' is the chemical industry's unique global initiative that drives continuous improvement in health, safety & environment performance together with open and transparent communications with stakeholders. The logo is awarded in recognition of a company's commitment to sustainability. Our Responsible Care accreditation was reaffirmed for another period of three years starting from January 2018.

During the year, the Company has been conferred two awards by the Indian Chemical Council (ICC). One was the ICC award for "Excellence in Human Resource Management in Chemical Industry" for the year 2017 and the second was Certificate of Merit for the "Best Compliant Company for the Distribution Code under Responsible Care" for the year 2017. Apart from these, the Company also received the "CSR Excellence Award 2018" for Health and Sanitation in Gujarat CSR Summit - 2018.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has five subsidiaries and two Joint Ventures:

(i) Sulakshana Securities Limited (SSL), an entity created to settle dues of the term lenders of Mafatlal Industries Limited (MIL), remained a wholly-owned subsidiary of the Company. After settling all the third-party dues, SSL was left with 1,455 Sq. Meters of commercial floor space in Mafatlal Centre, Nariman Point, Mumbai and a significant portion of this property has been leased out on contemporary terms. SSL is utilizing its current cash flows to repay its debt to the Company. During the year, Rs. 246 lakhs has been repaid by SSL and its current outstanding to the Company is Rs. 1110 lakhs.

(ii) The Company owns 100% of Manchester Organics Limited (MOL), a specialized chemicals research company in Runcorn, U.K., holding 51% of the ordinary voting shares of MOL directly and the balance 49% through NFIL (UK) Ltd., a 100% step-down subsidiary created for the purpose. During the year MOL reported turnover of £ 4568k and net loss of £ 203k.

(iii) A 100% subsidiary, NFIL (UK) Ltd was formed in the UK to acquire the balance shareholding of 49% from the shareholders of Manchester Organics Ltd. During the year, the Company made further infusion of £ 830 K into NFIL (UK) Ltd., which has been utilized to service the HDFC Bahrain Term Loan taken by NFIL (UK) Ltd. to part finance the 49% acquisition of MOL.

(iv) A step-down subsidiary, NFIL USA Inc. was formed last year, as a 100% subsidiary of NFIL (UK) Ltd. The primary objective of formation of this Company was to increase the market penetration in the USA of the CRAMS business and attracting appropriate talent as and when the business needs expansion.

(v) Navin Fluorine (Shanghai) Co. Ltd. (which is a wholly owned foreign enterprise under Chinese Laws) was incorporated with a view to have a strategic presence closer to the source of key raw materials for our specialty and CRAMS business. The quality and the cost of these materials make a significant impact on various value added products being made by the Company. In view of the foregoing, it was thought prudent to have a permanent representation in China. During the year, our Chinese presence has helped immensely to ensure timely procurement of some of the key raw materials for our CRAMS and specialty business. We could exercise a better control over quality, cost of procurement and timeliness due to our presence in China. Our footprint in China is also helping us to create strategic partnerships with key vendors.

(vi) The Company has subscribed to 25% of the initial equity share capital of Swarnim Gujarat Fluorspar Private Limited. It is a Joint Venture (JV) with Gujarat Mineral Development Corporation Limited (GMDC) and Gujarat Fluorochemicals Limited (GFL) formed for the purpose of beneficiation of fluorspar ores to be supplied by GMDC from its mines. The entire quantity of the finished product viz. acid grade fluorspar will be bought out by the Company and GFL. This is a feedstock de-risking initiative for long term fluorspar supply assurance, the most critical raw material of the Company. During the year various matters affecting overall costing of the project and product were discussed threadbare between the partners. This will help the partners to initiate the project related activities during the coming financial year.

(vii) The Company had entered into a Joint Venture (JV) agreement with Piramal Enterprises Limited (PEL) and accordingly a company by the name of Convergence Chemicals Private Limited (CCPL) has been formed to leverage the Company's capability in niche fluorination chemistry and deep outreach of the JV partner in the healthcare space. PEL holds 51% and the Company owns 49% of the equity share capital of CCPL. During FY 2017-18, the Company's business relating to manufacture and sale of Specialty Fluorochemicals at Dahej was transferred to Convergence Chemicals Private Limited, with effect from 1st December 2017, on a going concern basis by way of slump sales together with all the identified assets, liabilities, consents, permissions, services of employees etc.

The financial position of each of the said seven Companies is given in the Notes to Consolidated Financial Statements.

The accounts of all the above subsidiaries and joint ventures have been considered in the consolidated financial results of the Company.

The Company does not have any material subsidiary. Policy on material subsidiary is available on web link http://www.nfil.in/ policy/index.html

The audited accounts of the subsidiary companies are placed on the Company's website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 2.00 p.m. and 4.00 p.m. and the Company will make available a copy thereof to any member of the Company who may be interested in obtaining the same.

5. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE

As required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, management discussion and analysis and corporate governance report are annexed as Annexure 1 and Annexure 2 respectively to this Report.

6. BUSINESS RESPONSIBILITY REPORT:

As required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance prospective, in the prescribed form is annexed as Annexure 3.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

At Navin Fluorine International Ltd. (a part of Padmanabh Mafatlal Group), fulfilling CSR is a way of life. It is a legacy coming down from the same value tree, the lineage of Late Mr. A. N. Mafatlal who inspired implementation of a range of CSR activities over the last fifty years, in areas like poverty alleviation, healthcare, education, women's welfare etc. in rural India. The Company will continue to follow the path by contributing to social welfare and nation development.

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. S. G. Mankad is the Chairman of the Committee and Mr. H. H. Engineer and Mr. V. P. Mafatlal are the other members of the Committee. The CSR Policy formulated by the Board based on the recommendations of the CSR Committee is available on web link http://www.nfil.in/policy/index.html

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 315.45 Lakhs and the Company has spent Rs. 329.19 Lakhs during the current financial year (as against Rs. 296.52 Lakhs during the previous year). Thus, the Company has spent more amount on CSR activities than legally mandated. The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure 4 to this Report.

8. INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees.

The Company continues to focus on extensive training and developmental activities and efficiency and quality improvement initiatives. The total number of employees as on 31st March, 2019 was 715.

9. INSURANCE

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

10. EMPLOYEE STOCK OPTION SCHEME

The Company has two Employees' Stock Option Schemes -Employees' Stock Option Scheme, 2007 ("ESOS - 2007") and Employees' Stock Option Scheme, 2017 ("ESOS - 2017"). During the year, there were no material changes in the Employee Stock Option Schemes of the Company and the Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

During the year, 15,040 Stock Options were granted to the employees. Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time, the details of stock options as on 31st March, 2019 are annexed as Annexure 5 to this Report.

11. RE-CLASSIFICATION AS PER REGULATION 31A OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS 2015

The Company had, at its Annual General Meeting held on 24th July, 2018, obtained the approval of the shareholders for re-classification of the following Persons/Entities (not holding any shares in the Company) from "Promoter and "Promoter Group" category to Public category as per Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

Sr. No.

Particulars

1.

A.N. Mafatlal Karta of A.N.M. HUF 4 Mafatlal

2.

Hrishikesh A Mafatlal

3.

Hrishikesh Arvind Mafatlal

4.

Rekha Hrishikesh Mafatlal

5.

Aarti Manish Chadha

6.

Hrishikesh A Mafatlal

7.

Anjali Kunal Agarwal

8.

Priyavrata Mafatlal

9.

Gayatri Pestichem Manufacturing Pvt Ltd

10.

Mafatlal Industries Ltd

11.

NOCIL Limited

12.

Suremi Trading Private Limited*

13.

Sumil Holdings Pvt Ltd

14.

Shamir Texchem Private Limited

15.

Sushripada Investments Pvt Ltd

16.

Arvi Associates Pvt Ltd

* Additionally, the reclassification approval was also sought for Milekha Texchem Co. Pvt. Ltd and Shripad Associates Pvt. Ltd. which merged into Suremi Trading Private Limited.

Subsequent thereto, the Company had made applications to the Stock Exchanges for their approval for the aforementioned reclassification. The Company has received the approvals from Stock Exchanges for the re-classification on 8th February, 2019.

12. DIRECTORATE:

Mr. S. S. Khanolkar resigned as Managing Director of the Company with effect from close of business hours of 12th October, 2018. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Khanolkar during his tenure. Mr. R. R. Welling was appointed as Managing Director of the Company for a period of five years with effect from 11th December, 2018 subject to approval by the Members of the Company.

As per the provisions of Sections 149, 152 and Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder, the Company had appointed Mr. H. H. Engineer, Mr. P. N. Kapadia, Mr. S.S. Lalbhai, Mr. S. M. Kulkarni and Mr. S. G. Mankad as Independent Directors at its 16th Annual General Meeting held on 25th June, 2014. Mrs. R. V. Haribhakti was appointed as an Independent Director w.e.f. 30th July, 2014. As the above named Independent Directors shall be completing their first term of appointment upon completion of five years from the respective dates of their appointment during the current year, it is proposed to re-appointment them for another term of five consecutive years. Also, it is proposed to appoint Mr. A. K. Srivastava as an Independent Director of the Company with effect from the conclusion of the 21st Annual General Meeting for a period of five consecutive years. Mr. A. K. Srivastava is already on the Board of the Company as a Non-Executive Director.

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. V. P. Mafatlal retires by rotation and being eligible, seeks reappointment.

Brief profiles of the directors seeking appointment/re-appointment have been given in the Notice convening the Annual General Meeting.

13. CHANGES IN KEY MANAGERIAL PERSONNEL:

As reported in the last Annual Report, Mr. Sitendu Nagchaudhuri, the Chief Financial Officer of the Company, tendered his resignation, with effect from close of business hours on 15th June, 2018. The Board of Directors appointed Mr. Ketan Sablok as the Chief Financial Officer of the Company with effect from 16th June, 2018.

14. EXTRACT OF THE ANNUAL RETURN:

Extract of the Annual Return for the Financial Year ended on 31st March, 2019 as required by Section 92(3) of the Act and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 is annexed as Annexure 6 to this Report.

The same has been placed on the website of the Company and can be accessed at www.nfil.in.

15. NUMBER OF BOARD MEETINGS:

During the year, the Board of Directors met eight times. The details of the Board Meetings are provided in the Corporate Governance Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have 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 at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls (as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. P.N. Kapadia, Mr. S.S. Lalbhai, Mr. S.M. Kulkarni, Mr. S.G. Mankad, Mr. H.H. Engineer and Mrs. R.V. Haribhakti are independent in terms of Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Company has received requisite declarations/confirmations from all the above Directors confirming their independence.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy on Directors appointment and remuneration approved by the Board of Directors is available on the web link is http://www. nfil.in/policy/index.html

19. AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2019.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Particulars of loans given and of the investments made by the Company as at 31st March, 2019 are given in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company made investment in 8,30,000 equity shares of £ 1/each of NFIL (UK) Ltd. and 13,72,537 equity shares of RMB 1/- each of Navin Fluorine (Shanghai) Co. Ltd.

The Company also made investments in schemes of various mutual funds aggregating to Rs. 27,128.71 lakhs and during this period realized Rs. 25548.06 lakhs on redemption of units of various mutual funds and debentures. During the year under review, no new loans were given by the Company.

21. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204(1) of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2019 given by M/s. Makarand M. Joshi & Co., Company Secretaries is annexed as Annexure 7 to this Report. The same does not contain any adverse remarks.

22. RELATED PARTY TRANSACTIONS:

All the related party transactions that were entered into during the year in the ordinary course of business were on arms' length basis. Related Party Transactions Policy is available on web link http// www.nfil.in/policy/index.html

23. STATEMENT OF COMPANY'S AFFAIRS:

The state of the Company's affairs is given under the heading "Year in Retrospect" and various other headings in this Report and in Management Discussion and Analysis Report which is annexed to the Directors' Report.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is annexed as Annexure 8 to this Report.

25. RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during the decision making. It is dealt with in greater details in the Management Discussion and Analysis section.

26. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee,

the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication, etc. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure 9 to this Report.

28. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The requisite details relating to the remuneration of the specified employees covered under the above Rules are annexed as Annexure 10 to this Report.

29. PREVENTION OF WORKPLACE HARASSMENT:

The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints were received from employees.

30. INTERNAL FINANCIAL CONTROLS:

The existing internal financial controls are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. They have been reviewed and found satisfactory by the Management on the following key control matrices:

a. Entity level controls;

b. Financial controls; and

c. Operational controls

Which included authority and organization matrix, standard operating procedures, risk management practices, compliance framework within the organization, ethics and fraud risk management, management information system, self-assessment of control point, business continuity and disaster recovery planning and budgeting systems.

31. AUDITORS:

At the 19th Annual General Meeting held on 29th June, 2017, the Members approved appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.012754N/ N500016) to hold office from the conclusion of the 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting (subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 19th Annual General Meeting) on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

On 7th May, 2018, Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies Act, 2013) was notified whereby ratification of Statutory Auditor's appointment is not required at every Annual General Meeting. Accordingly, resolution for ratification of appointment of Statutory Auditors is not proposed.

32. COST AUDITORS:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company. The Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed Mr. B.C. Desai, Cost Auditor, Ahmedabad (Membership No.M-1077) to audit the cost accounts of the Company for the year 2019-20 from 1st April, 2019 to 31st March, 20120 on a remuneration of Rs. 5,00,000/. As required under the Act, necessary resolution seeking Member's ratification for the remuneration payable to Mr. B.C. Desai is included as item No. 14 of the Notice convening the 21st Annual General Meeting. The Cost Audit Report in respect of Financial Year 2018-19 will be filled on or before the due date.

33. STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

1. Deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

2. Issue of equity shares with differential rights as to dividend, voting or otherwise

3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries

4. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future

5. Buyback of shares

6. Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report unless otherwise stated in the report

The details pertaining to the composition of various committees of the Board including the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee and the details of establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by ICSI.

34. APPRECIATION:

The Directors wish to place on record their appreciation of the devoted services of the employees, who have largely contributed to the efficient management of your Company. The Directors also place on record their appreciation for the continued support from the shareholders, the lenders and other associates.

For and on behalf of the Board,

Navin Fluorine International Limited

V.P. Mafatlal

Place: Mumbai Chairman

Dated: 6th May, 2019 (DIN:00011350)

Regd. Office:

2nd floor, Sunteck Centre,

37/40, Subhash Road, Vile Parle (East),

Mumbai 400057.

Tel: 91 22 6650 9999, Fax: 91 22 6650 9800

E-mail: info@nfil.in, Website: www.nfil.in

CIN: L24110MH1998PLC115499

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