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Directors Report of Coromandel International Ltd.

Mar 31, 2017

Directors’ Report

The Board of Directors have pleasure in presenting the 55th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2017.

Summary of Financial Results

Rs, in Crore

2016-17

2015-16

Revenue:

From Operations

10,185

11,625

Other

54

65

Total Revenue

10,239

11,690

Profit:

Profit before Interest, Depreciation and Taxation

1,036

831

Less: Interest

224

221

Depreciation

100

106

Profit Before Exceptional Items & Tax

712

504

Exceptional Item

-

25

Profit Before Tax

712

529

Less: Provision for Tax

235

171

(including deferred tax credit)

Profit After Tax

477

358

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the Offical Gazzette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the earlier Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from April 1, 2016 with a transition date of April 1, 2015.

The following are the areas which had an impact on account of transition to Ind AS:

- Fair valuation of certain financial instruments

- Employee costs pertaining to defined benefit obligations

- Discounting of certain long-term liabilities

- Share-based payments

- Accounting for joint ventures

The reconciliations and descriptions of the effect of the transition from Indian GAAP to Ind AS has been provided in Note 48 and 49 in the notes to the standalone and consolidated financial statements, respectively.

Transfer to Reserves

The Company proposes to transfer Rs, 300 Crore to the General Reserves of the Company and retain Rs, 706.76 Crore in the Statement of Profit and Loss.

Dividend

Your Directors are pleased to recommend a Dividend of '' 5/- per equity share of '' 1/- each for the year 2016-17.

Operations

It has been an eventful year for the Indian Agriculture, which benefitted from a normal south west monsoon after experiencing two consecutive droughts in previous seasons. Improved residual moisture and higher reservoir levels aided in higher sowings and crop acreage went up by 5.5-6%. Though the North East monsoon, which significantly impacts our peninsular Indian States, were down by 45% during Rabi, overall agriculture scenario remained positive. As per Reserve Bank of India''s Monetary Policy Report, agriculture sartorial growth is projected at 4.1% for the year 2016-17 (0.8% last year), driven by record food grain output (273 million tons) and improved livestock performance. The year was marked by a radical initiative taken by the Government to reform the economy by demonetizing high denomination currencies. While the informal/cash-intensive sectors were affected by the demonetization, overall impact has been redistributive. For agriculture, key indicators of area sown, cropping pattern and productivity have shown a neutral to positive behavior over the staid period, though perishable commodities showed drop in arrivals and market prices.

On the reforms front, a slew of measures targeting soil health, farm infrastructure, mechanization, technology interventions for price discovery and damage assessment for crop insurance were introduced during the year. These are steps in the right direction and will facilitate farmer''s income stability and productivity improvements, going forward.

On the fertilizer policy front, to ensure subsidy reaches the target farmers, Direct Benefit Transfer (DBT) in Fertilizer was rolled out on a pilot basis in 16 districts across India. Retail stores of the Company in the district of Ranga Reddy in Telangana and West Godavari and Krishna districts in Andhra Pradesh were part of the said pilot project. Though some technology gaps persist in implementation, it is a welcome step for the farmers and the industry. Going forward, your Company anticipates the subsidies to be directly passed on to the farmers, who can make an informed choice based on the crop needs and health status of the soil.

During the year 2016-17, fertilizer industry benefitted from a benign raw material environment that made the domestic manufacturing viable. Overall, DAP production was up by 13%, partially substituting the drop in imports. Industry, on its part, passed on the gains from soft raw material prices to the farmers - overall, Phosphatics prices were brought down by 15%-20%. This, along with favorable South West monsoon, aided in liquidation of the channel inventory. Though the Phosphatics sales were down by 8%, the overall liquidation profile for the industry improved considerably.

Buoyed by the positive business sentiments, your Company improved its financial performance during the year. In line with the Company''s vision to be a leader in farm solutions business, Coromandel took gentle stride towards developing a differentiated business model. Towards this, business moved closer to the customers by developing an agronomist based integrated nutrient management structure. Fertilizer business improved its sourcing efficiency and resorted to strategic buying of raw materials. Further, a stable exchange rate, which strengthened towards the end of the year, added to the cost competitiveness of the business. New capacities were added in crop protection space, providing Coromandel the scale and advantage of demand situation in the international markets. The supply chain and process efficiencies were streamlined to improve operational flexibility in Retail and SSP businesses. Crop specific product introductions were made in Specialty SBU, in line with Business''s shift towards crop based approach. During the year, your Company has prepaid its long term loans, thereby making it a zero long term debt company. Overall, it has been a satisfying year, where inspite of moderation in sales volumes, your Company strengthened its processes and stakeholder engagement to improve the Business performance.

Phosphatic fertilizer business of the Company, though down by 7% in volume terms during the year 2016-17, continued to remain the largest manufacturer and marketer of NPK fertilizers in private sector in India, maintaining a market share of 14.5%. In the wake of high channel inventory at the beginning of the year and sub normal North East monsoon, your Company consciously moderated its sales during the 2nd half of the year. Continuous focus of the Business towards improving liquidation has led to normalization of channel inventory as compared to last year levels. Over the last few years, your Company has positioned itself as a unique solution provider, offering technologically superior products- two unique grades introduced in the year 2015-16, demonstrated significant value proposition to the farmers. Further, the branding and marketing initiatives were strengthened to promote the concept and that has resulted in improving share of unique grades to 33% of the Phosphatics sales. Customer centric and channel engagement initiatives were taken forward during the year by leveraging technology tools and agri extension services. With likelihood of DBT getting implemented pan India in 2017-18, Business has initiated steps towards improving the customer connect by strengthening the marketing structure and increasing channel reach.

On the Operations front, the Company''s continued focus and investments towards strengthening plant infrastructure, process and behavioral safety has resulted in Fertilizer business achieving its best ever safety performance. Overall, Total Recordable Injury Rate (TRIR) has been brought down considerably in the fertilizer manufacturing locations. Process Safety Management System (PSMS), adopted across the units last year, improved on its performance scores through strengthening safety processes and employee training.

On the production front, the manufacturing volumes remained at last year levels of 24.1 Lakh tons and the Company has not resorted to any imports during the year. Availability of Phosphoric Acid improved considerably through combination of higher captive production, alternate rock/acid sourcing, improved global availability and higher off take from Foskor. In order to achieve self-sufficiency in captive Phosphoric Acid production at its Vishakhapatnam unit, your Company has plans to augment its acid production capacity. In relation to this, the Company successfully completed the public hearing for the proposed expansion.

Your Company''s Crop Protection Business had a strong year, benefitting from softness in raw materials and utilities cost and improved demand for its key molecule Mancozeb in domestic and international markets. During the year, your Company expanded its Mancozeb production capacities through debottlenecking at Sarigam unit and brown field expansion at Dahej unit. Company''s branded formulation business was partially impacted by challenging market conditions in its key operating markets. However, two new product launches, along with scaling up of captive generics volumes improved the overall Business performance during the year. On the operations front, cost reduction initiatives undertaken across the Business units improved the production efficiencies and reduced manufacturing costs. R&D product synthesis lab at Hyderabad, set up in 2015, has started to deliver results, spanning in the areas of process improvement and product development.

Specialty Nutrients business, which comprises of Water Soluble Fertilizers’ (WSFs), Sulphur products and Micro nutrient segments, showed steady growth over last year as a result of growing WSF market and favorable seasonal conditions. During the year, Business introduced new micronized sulphur variant to expand its product portfolio. Further, it continued its crop based marketing approach, launching crop specific products for potato and pulses segment, which were well accepted by the farmer community. With the Government''s focus shifting towards improving water and nutrients use efficiency by making higher budgetary allocation towards micro irrigation, Business foresees significant growth opportunities, going forward.

Your Company''s Organic manure business responded positively to the call of Government of India to bring focus to soil health through promoting City Compost manure and marketed nearly 20,000 tons during the year, making it the largest seller of City Compost in the country. To expand its presence in niche organic product segments, Business introduced two new grades, which have been well received by the market. Organic Business forayed into new channels through corporate tie ups and institutional participation, and is exploring the possibility of getting in to the certified product segment.

Retail Business, which operates through a network of around 800 centers spread across Andhra Pradesh, Telangana and Karnataka, had an impressive performance in 2016-17 inspite of tough conditions in its operating geographies. Business expanded its digital footprint into areas of marketing communication, knowledge dissemination, employee productivity, customer analytics and inventory management to improve business efficiencies. Due to the cash based nature of the Business, the operations were partially impacted during the demonetization period; however, it swiftly adapted to the changed scenario by installing PoS machines at all its centers within a short span of time and organizing awareness campaigns among the farmers, which resulted in cashless sales share moving up considerably.

SSP business environment remained largely subdued during the year under review, especially in the first half, owing to subsidy drop and high channel inventory stocks slowing down the demand prospects. Business took a conscious call to restrict its SSP sales volumes to effectively manage its cash flows and focused on improving its operating efficiencies through a combination of strategic sourcing, process improvements and plant rationalization. Business continued its focus towards creating quality differentiation and towards it set up quick test centers across major operating markets and carried out 750 quality tests during the year 2016-17. New value added product Zincated SSP was introduced during the year and business plans to scale it up in targeted crop segments.

Overall, your Company has recorded a total turnover of Rs, 10,239 Crore. Profit for the year before depreciation, interest and taxation was Rs, 1,036 Crore and Profit before Tax was Rs, 712 Crore. Net Profit after Tax was Rs, 477 Crore.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors'' Report.

Directors’ Responsibility Statement

The Directors'' Responsibility Statement pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013 is appended as Annexure Ato this Report.

Consolidated Financial Results

Consolidated Financial Statements incorporating the operations of the Company, its Subsidiaries, Associates and Joint Venture Companies is appended. As required under the provisions of Companies Act 2013, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as Annexure Bto this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company and its subsidiary companies on request and will also be kept for inspection at the Registered Office of the Company.

Subsidiary Companies:

Brief details of the performance of the subsidiaries of the Company are given below:

a) CFL Mauritius Limited:

CFL Mauritius Limited, a wholly owned subsidiary, incurred loss of $0.04 million (equivalent to Rs, 0.25 Crore) during the year ended December 31, 2016. Primary source of income for this subsidiary is dividend income from Foskor (Pty) Limited and the subsidiary did not receive any dividend from Foskor during the year 2016.

b) Parry Chemicals Limited (PCL):

PCL, a wholly owned subsidiary of the Company, earned a total revenue of Rs, 1.11 Crore for the year ended March 31, 2017 and Profit after Tax was Rs, 0.34 Crore.

c) Dare Investments Limited (DIL):

DIL, a wholly owned subsidiary of the Company, did not have any significant operations and incurred a loss of Rs, 0.01 Crore for the year ended March 31, 2017.

d) Liberty Pesticides and Fertilizers Limited (LPFL):

LPFL, a wholly owned subsidiary of the Company, did not have any significant operations during the year 2016-17. It earned a profit of Rs, 0.12 Crore for the year ended March 31, 2017.

e) Coromandel Brasil Limitada (CBL):

CBL, a Limited Liability Partnership, owned 100% by the Company and its subsidiary CFL Mauritius Limited, is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India. It incurred net loss of Brazilian Reals 0.05 million (equivalent to Rs, 0.10 Crore) for the year ended December 31, 2016.

f) Sabero Organics America SA (SOAL):

SOAL is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India. It incurred net loss of Brazilian Reals 0.49 million (equivalent to Rs, 0.95 Crore) for the year ended December 31, 2016.

g) Sabero Australia Pty Limited (SAPL):

SAPL did not have any significant operations during the year 2016-17. It made a net profit of AUD 0.01 million (equivalent to Rs, 0.05 Crore) for the year ended March 31, 2017.

h) Sabero Europe BV (SEBV):

SEBV is primarily engaged in getting product registrations in Europe and procuring orders for supplies from India. It did not have any significant operations during the year ended March 31, 2017.

i) Sabero Argentina SA (SA):

SA is primarily engaged in getting product registrations in Argentina and procuring orders for supplies from India. It did not have any significant operations during the year ended December 31, 2016.

j) Coromandel Agronegocios De Mexico SA de CV (CAM):

CAM is primarily engaged in getting product registrations in Mexico and procuring orders for supplies from India. It made a net profit of Peso 1.21 million (equivalent to Rs, 0.44 Crore) for the year ended December 31, 2016.

Joint Venture Companies

Brief details of the performance of the Joint Ventures (JV) of the Company are given below:

- During the year under review, Coromandel Getax Phosphates Pte. Limited, a Joint Venture based in Singapore was closed, as the JV could not achieve the objective of identifying opportunities for rock phosphate mining / sourcing, even after a lapse of 8 years.

a) Coromandel SQM (India) Pvt Limited (CSQM):

CSQM, a joint venture between Coromandel and SQM, manufactures Water Soluble Fertilizers’ (WSF) at Kakinada, Andhra Pradesh and offers Specialty Nutrition Solutions to institutional clients. During the year, the JV launched two new crop specific WSF product ''Speedos Pulses SP'' and ''Speed fol Potato SP'' and undertook field efficacy trials for developing other crop solutions in horticulture space. On the manufacturing front, improved plant throughput and market demand for WSFs led to 46% higher production during the year. The JV has earned a total income of Rs, 55.28 Crore for the year ended March 31, 2017 and the net Profit was Rs, 3.64 Crore.

b) Yanmar Coromandel Agrisolutions Private Limited (YCAPL):

YCAPL, a joint venture company that commenced operations in July 2014, recorded sales of Rs, 21.27 Crore in FY 2016-17 and a net loss of Rs, 6.19 Crore. The company is currently in the business of importing and marketing of agri machinery in the Indian market. During the year, the JV introduced combine harvester and new variant in rice transplanted segment, which have received positive response from the market. The JV launched its second Agri-Support Centre in Tanjore, Tamil Nadu,in addition to its facility in Tadepalligudam, Andhra Pradesh, to strengthen its service capability and after sales support. Further plans of expansion are under pipeline for launch of new Agri-Support Service Centre in other States. Coromandel holds 40% equity in the JV and the balance is held by Yanmar (40%) and Mitsui (20%).

Associate Company

a) Sabero Organics Philippines Asia Inc (SOPA):

SOPA, an associate company is based in Philippines and did not have any significant operations during the year 2016-17.

Strategic Investment

a) Tunisian Indian Fertilizers’ S.A., Tunisia (TIFERT):

TIFERT, a company based in Tunisia, manufactures phosphoric acid which is a key raw material for operating Phosphatic fertilizer plants. Your Company''s strategic investment in TIFERT (15% equity) is aimed at securing uninterrupted supply of phosphoric acid for Company''s operations at Kakinada and Visakhapatnam. During the year, TIFERT could not operate at desired capacity due to local disturbances and technical problems at the Plant. The lower capacity utilization impacted the liquidity position of TIFERT, resulting in delayed payment of loan installment due in March 2017 to the lenders. As a result, the lenders issued an Acceleration Notice followed by a call notice to the shareholders of TIFERT, calling upon them to pay the loan outstanding in proportion of their respective shareholding (Coromandel''s share: USD 35.25 million). Subsequent to issuance of Acceleration Notice, TIFERT paid the loan installment on March 30, 2017. The shareholders (Tunisian and Indian) are in discussions with the lenders to resolve the situation amicably as TIFERT plans to improve its capacity utilization through ensuring business continuity during 2017-18 and beyond. Towards this, the shareholders of TIFERT have extended support to scale up phosphoric acid production and improve plant throughput.

b) Foskor (Pty) Limited, South Africa (FOSKOR):

Your Company, along with CFL Mauritius Limited, holds 14% equity of Foskor (Pty) Limited. During the year, Foskor''s production improved considerably and plant achieved consistency in production numbers. Coromandel extended continuous support to Foskor in terms of providing preventive maintenance, ensuring spares availability and recruitment of key personnel.

Safety, Health and Environment (SHE)

Your Company gives utmost importance to employees health and safety, given the sensitive nature of operations that involves handling of chemical products. Company has put in robust processes and safety performance indicators to track its SHE performance. During the year, your Company demonstrated its commitment towards ensuring employee safety and the Total Recordable Injury Rate (TRIR) per million man hours has been restricted below 1 levels (0.73). Process Safety Management System (PSMS) were strengthened across the fertilizer units - HAZOP studies, Root Cause Analysis, Safety process standardization and PSM training were carried out- resulting in improvement in scores across the locations.

Your Company has demonstrated consistent progress in key environmental performance indicators, including reducing air emissions, waste water generation, hazardous and non-hazardous wastes generation, and natural resource management by implementing 4R approach - Replace, Reduce, Reuse and Recycle. Your Company has established the Environmental Management System (EMS), ISO 14000-certified, with defined processes and procedures for identifying, evaluating and reducing the environmental impacts, while maintaining the operating efficiency and ensuring regulation compliance. All manufacturing sites undergo Environmental Impact assessment to understand the long term impact of manufacturing activities. During the year, your Company''s commitment towards environment remained firm- Green belt coverage in the key manufacturing sites stood between 25% to 50% levels. Your Company has planted about 8,800 saplings across its manufacturing sites in collaboration with local Forest Department authorities and Social Forest Conservation agencies, bringing an additional 19 acres under the green belt.

Corporate Social Responsibility Initiatives

Corporate Social Responsibility (CSR) has been an integral part of your Company''s culture and the Company has been associated in the past directly and through AMM Foundation (an autonomous public charitable trust engaged in philanthropic activities the field of Education and Healthcare) for contributing towards society''s development. During the year, your Company has undertaken various CSR projects in the areas of education, health and community development targeting inclusive growth and social capital improvement. Coromandel Girl Child Education Scheme, which offers economic assistance to IX & X standard students, was relaunched and expanded coverage to 2,120 girls in 857 schools. On the health front, Coromandel Medical Centre and Mobile van facilities were introduced at Sarigam, which catered to the medical needs of nearly 11,000 community members. Going forward, your Company plans to address the health needs including diagnostic facilities and an out-patient facility by seting up a hospital at Kakinada. Coromandel has also created access to opportunities and resources through its economic development and infrastructure & environment support initiatives. In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has formed a CSR Committee and a CSR Policy is in conformity with the provisions of the Act. The CSR Policy can be accessed on the Company''s website at http://www.coromandel. biz/csr policy.html. The projects undertaken during the year are in accordance with Schedule VII of the Act. Details of composition of CSR Committee and CSR Projects undertaken during the year and reasons for not spending the balance amount are given in Annexure Cto this Report.

Awards/Recognition

Your Company has won various external recognitions at National and Global level for the people practices in the areas of Employee Connect, Total Quality Management, CSR and Labour management initiatives, mentioned as under:

- Manufacturing:

- Best Management Award from Labour department of Government of Andhra Pradesh for Vizag and Kakinada Plants, May 2016

- Best operating Phosphoric acid for the Vizag plant for the year 2015-16 by Fertilizer Association of India

- ‘Sustainable Waste & Resource Management Award'' during India Sustainability Leadership Summit-2016

- CII Energy Efficient Unit Award 2016 for Vizag Plant-consecutively for 3 years.

- Employee Involvement in TQM Initiatives:

- Strong commitment award for 5S Sustenance level at Vizag Unit, ABK-AOTS, Tamil Nadu Centre

- Excellence in Suggestion Scheme under Fertilizer Industry, 2nd Rank, Indian National Suggestion Scheme Association

- Excellence and Gold Awards for Small Group Activity Projects from Quality Circle Forum of Indian, Regional and National Chapters

- Corporate

- ICAI Award for Excellence in Financial Reporting for Annual Report 2015-16

- Award for ''Chronicle'' in Best Employee Communication Category from Public Relations Society of India (PRSI)

- Best House Journal Category for ‘Voice'' from PRSI as well as from Association of Business Communicators of India (ABCI)

- Award for ''Corporate Social Responsibility Brochure Design Communication'' in Best Brochure Design Communication Category from ABCI

- Global Award of Distinction (Silver) for in-house magazine ‘Voice'', Distinction for ''Voice'' Cover page from Academy of Interactive & Visual Arts, New York.

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public under Chapter V of the Companies Act, 2013 or under the corresponding provisions of Section 58A of the Companies Act, 1956, since 2003 and no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital

The paid up equity share capital of the Company as on March 31, 2017 was Rs, 29.17 Crore. During the year, the Company had allotted 3,48,662 equity shares of Rs, 1 each under ESOP Scheme 2007.

Postal Ballot-2016

During the year under review, shareholders have approved following business through Postal ballot (including e-voting) on January 11, 2017, by way of special resolution with requisite majority:

a) Approval for alteration of Articles of Association of the Company for adoption of new set of Articles of Association in alignment with the Companies Act, 2013.

b) Approval for Employee Stock Option Plan 2016 (‘ESOP 2016'') and grant of Stock Options to the employees of the Company under the ESOP 2016.

c) Approval for grant of Stock Options to the Employees of Subsidiary Companies of the Company under Employee Stock Option Plan 2016.

Internal Control Systems and their adequacy

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith. The Vigil Mechanism is also placed on the website of the Company.

Policy on prevention of Sexual Harassment

The Company has in place Prevention of Sexual Harassment Policy (POSH) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year 2016-17, there were no complaints received by the ICC.

Directors

In accordance with Article 17.29 of the Company''s Articles of Association, read with Section 152 of the Act, Mr. V Ravichandran retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mrs. Nirupama Rao was appointed as an Additional Director (Non-Executive Independent) of the Company with effect from September 05, 2016.

Mrs. Ranjana Kumar ceased to be an Independent Director of the Company, on completion of her term on July 22, 2016.

All the Independent Directors of the Company have given declarations under subsection (6) of Section 149 of the Act and the same have been considered and taken on record by the Board.

Board Evaluation

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, CSR Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. Pursuant to guidance note of SEBI on Board Evaluation, the forms used for evaluation exercise were reviewed and revised bythe Nomination and Remuneration Committee and the evaluation process was carried out. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

Familiarization Programme for Independent Directors

On their appointment, Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. A manual containing all important policies of the Company is also given to the directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

As part of the familiarization programme, a handbook is provided to all the Directors including Independent Directors at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, appointment process and evaluation, compensation, Board procedure and stakeholders'' expectations. The handbook also provides the Directors with an insight into the Group''s practices. The details of familiarization programme as above are also disclosed on the Company''s website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy is set out in the Corporate Governance Report. The Remuneration Policy is available on the Company''s website at http://www.coromandel.biz/csr policy.html.

Risk Management Policy

The Company has constituted a Risk Management Committee. Details of constitution of the Committee are set out in the Corporate Governance Report. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Corporate Governance Report/Management Discussion and Analysis Report.

Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available on the website of the Company at http://coromandel.biz/pdf/ Investors Information/PolicyOnMaterialSubsidiary.pdf.

Dividend Distribution Policy

The Company has adopted Dividend Distribution policy in line with the requirements of Listing Regulations, 2015. The Dividend Distribution Policy is available on the website of the Company at http://coromandel.biz/pdf/2016-2017/InvestorsInformation/DividendDistributionPolicy.pdf

Board Meetings

A calendar of Board meetings is prepared and circulated in advance to the Directors. During the year 2016-17, seven Board Meetings were held, the details of which are given in the Corporate Governance Report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. There were no material related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management Personnel which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm''s length basis. The Policy on Related Party Transaction is available on the Company''s website at http://www.coromandel.biz/pdf/InvestorsInformation/RPT Policy.pdf.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

Audit Committee

The Audit Committee comprises of Mr. Sumit Bose, Chairman, Dr. BVR Mohan Reddy, Mr. Prasad Chandran and Mr. M M Venkatachalam. All the recommendations made by the Audit Committee were accepted by the Board.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the Annual General Meeting held on July 23, 2014. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval.

Cost Auditors

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following Practicing Cost Accountants, to audit the cost records of the Company as per details given below:

Name of the Cost Units covered by Auditors the Cost Auditors

Audit Fees (Rs,in Lakhs)

Mr. V Kalyanaraman All units of the Company at

Visakhapatnam, Kakinada and Ennore

7.00

Mrs. Jyothi Satish All units of the Company

4.00

manufacturing Single Super

Phosphate at Ranipet, Udaipur,

Hospet, Nandesari - Baroda, Kota,

Raigad, Nimrani, Raebareili and the

Pesticides Units in Sarigam, Dahej,

Ranipet, Ankleshwar and Jammu

The Cost Audit Report for the year 2015-16 has been filed with Ministry of Corporate Affairs within the prescribed time limit as per the Act.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure D to this Report.

A statement containing the name of employee employed throughout the financial year and in receipt of remuneration aggregating Rs, 1,02,00,000 or more and top 10 employees in terms of remuneration drawn, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E to this Report.

Extract of the Annual Return

In accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure F to this Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. As stipulated under the requirements of the Listing Regulations, a report on Corporate Governance duly audited is appended as Annexure G for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. R Sridharan & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company for the financial year 2016-17. The report of the Secretarial Auditor is enclosed as Annexure Hand forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Key Managerial Personnel

Mr. Sameer Goel, Managing Director, Mr. S Sankarasubramanian, Chief Financial Officer and Mr. P Varadarajan, Company Secretary, are the Key Managerial Personnel (KMP) of the Company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure I to this Report.

Employee Stock Option Plans

Employee Stock Option Scheme 2007 - ESOP 2007

The Company had in the past, approved an Employee Stock Option Scheme 2007 (ESOP Scheme 2007), under which employees were granted Options. The Company made grants under the said Scheme during the period 2007 to 2011. Number of Options outstanding as on date under the ESOP Scheme 2007 are

6,61,182. It is not proposed to make any further grants under ESOP Scheme 2007.

Employee Stock Option Plan - ESOP 2016

The Shareholders have, through Postal Ballot, on January 11, 2017 authorized the Board/Nomination and Remuneration Committee to issue to the employees, such number of Options under the ESOP 2016, as would be exercisable into not exceeding 1,45,81,000 fully paid-up equity shares of Rs, 1/- each in the Company.

The Nomination and Remuneration Committee, is empowered to formulate detailed terms and conditions of the ESOP Scheme 2016, administer and supervise the same. The specific employees to whom the Options would be granted and their eligibility criteria would be determined by the Nomination and Remuneration Committee at its sole discretion. Further, the Nomination and Remuneration Committee is empowered to determine the eligible subsidiary companies, whether existing or future, whose employees will be entitled to stock options under this Scheme.

Options granted under this ESOP 2016 would vest on or after 1 (one) year from the date of grant but not later than 4 (four) years from the date of grant of such Options or any other terms as decided by the Nomination and Remuneration Committee. The Company has granted 21,74,500 options to the employees during the year under ESOP 2016.

The disclosure required to be made under Regulation 14 of the said Regulations is available on the Company''s website at http://www.coromandel.biz/inv_financial.html.

Business Responsibility Report

Pursuant to Regulation 34 of Listing Regulations, the Company has prepared the Business Responsibility Report in line with business principles as provided in the Business Responsibility Policy adopted by the Company. Business Responsibility Report is enclosed as Annexure J to this Report and the same is also available on the website of the Company at http://coromandel.biz/inv report.html.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board

Place: Secunderabad A Vellayan

Date: April 28, 2017 Chairman


Mar 31, 2015

Dear Members,

The Board of Directors have pleasure in presenting the 53rd Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2015.

Summary of Financial Results Rs.in Crore 2014-15 2013-14

Revenue:

From Operations 11285 9381

Other 56 6

Total revenue 11341 9442

Profit:

Profit before interest, Depreciation 908 800 and Taxation

Less: interest 209 211

Depreciation 103 82

Profit Before Exceptional Items 596 507 & tax

exceptional Item 4 13

Profit Before Tax 592 494

Less: Provision for Tax 189 149 (including deferred tax)

Profit After tax 403 345

The results for the current year include results of erstwhile Sabero Organics Gujarat Limited, which has been amalgamated with your Company with effect from April 1,2014, pursuant to a Scheme of Amalgamation approved by the Hon''ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh and the Hon''ble High Court of Gujarat.

transfer to reserves

The Company proposes to transfer Rs. 300 crore to the General Reserves of the Company and retain Rs. 616.28 crore in the Profit and Loss Account.

Dividend

Your Directors are pleased to recommend a final Dividend of Rs. 2.50 per equity share of Rs. 1 each. The Company had announced an interim dividend of Rs. 2 per equity share on March 23, 2015 and paid the same during April 2015. The total dividend for the year ended March 31, 2015 would accordingly be Rs. 4.50 per equity share of Rs. 1 each. The total outgo for the year would be Rs. 157.53 crore, including dividend distribution tax of Rs. 26.47 crore.

operations

After experiencing two difficult years, fertiliser industry''s performance improved during 2014-15, on account of normalisation of pipeline inventories, relatively stable currency rates and modest global prices of fertilisers and key inputs. The industry sales for DAP and complex fertilisers recovered moderately by 12%. However, the farm sector was impacted by deficit monsoons, lower reservoir levels, falling crop acreages and declining agri commodity prices in key markets.

Your Company leveraged its strengths to post significant growth during the year, by offering its complete portfolio of agri-inputs, comprising of fertilisers and organic manure, crop protection products and speciality nutrients. Further, your Company continued expansion of its rural retail footprint in Andhra Pradesh, Telangana and Karnataka to about 800 stores and improved its performance by growing the non-fertiliser business and increasing its realizations.

During the year, your Company has strengthened its market leadership position in complex fertilisers segment, growing the volumes by 32% and improving its market share from 23% to 26%. The overall market share in Phosphatic segment improved from 16% to 16.3% with a healthy volume growth of 15% over last year. The brand equity index in key markets has seen a turnaround, which resulted in increased market share in Andhra Pradesh, Telangana, Karnataka, Tamil Nadu, West Bengal and Maharashtra. The year saw establishment of Divisional Marketing Offices to improve customer interface and response time. With the setting up of focused Marketing, Supply Chain, Finance and HR support services at the regional level, it is expected that decision making and customer servicing will improve going forward.

On the Operations front, your Company effectively managed phosphoric acid availability to improve its capacity utilization. Fortified products like 24:24:0:8S and Zincated DAP were introduced during the year and production was successfully stabilized. Vizag plant operations, which were affected by Hud hud cyclone in October 2014, were efficiently handled and impact was minimized with nil injury to workmen. Your Company continued its focused commitment towards improving plant safety, and ensured Total Recordable injury Rate per million man hours (TRiR) of the fertiliser units is less than 1.

Crop Protection division strengthened its Exports business to key markets in Latin America (LATAM) and Europe and posted significant growth during the year. Domestic formulations business, though impacted by season failure, continued to improve its brand equity through umbrella branding "Gromor Suraksha". Your Company established a China desk for improving its sourcing efficiency, marketing, registration, technology partnerships and market information capabilities. To bring focus to product synthesis and new molecule development, an R&D Centre has been set up in Hyderabad. The facility will be used to establish new product pipeline on a continuous basis to meet global business needs and growth aspirations.

During the year, Sabero Organics Gujarat Limited, a subsidiary of the Company, was merged with the Company, pursuant to the Scheme of Amalgamation approved by the High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh and the High Court of Gujarat. The synergy of both the businesses will be leveraged to strengthen technical product portfolio and improve penetration globally.

Your Company continues to be among the market leaders in Water Soluble Fertilisers (WSF) and Sulphur product segments. During the year, Speciality Nutrients business strengthened its crop based promotion approach through launch of "Gromor Sampoorthi" initiative. The initiative aims at providing complete crop specific nutrition solution to maximize farmer''s yields through adoption of Speciality fertilisers. Business also leveraged strengths of its joint venture partner SQM, to introduce crop specific WSF grades and developing crop knowledge.

Retail business, despite low off take of fertilisers, reported growth in non fertiliser products. A number of new initiatives were introduced during 2014-15 to improve process efficiencies and facilitate long term growth. This has led to a growth in Retail margins by 12.5% over the previous year levels. Our retail outlets, spread across Andhra Pradesh, Telangana and Karnataka, have become the face of the Company and received many prestigious awards during the year, in recognition of its contribution to agriculture and business performance in rural retail.

Your Company enhanced its geographical presence in Northern and Western region post acquisition of Liberty Phosphate Limited in 2013-14. During the year, SSP business consolidated its operations to maximize synergy out of the combined team. As a result, sales volumes improved by 1.5%, inspite of severe crop losses in key operating markets. Specific focus was given to strengthen brand building initiatives for integrating Double Horse brand with Gromor through mass media campaigns.

During the year, your Company entered into a joint venture (JV) with Yanmar and Mitsui, for manufacturing and marketing farm implements - rice transplanters and combined harvesters. With reducing resources and dropping yields in india, your Company is now suitably positioned to offer cost effective solutions to farmers to improve their crop productivity. The JV will be leveraged to develop equipment, tailored for indian farm requirements and scale up its Farm Mechanization Services operations.

Your Company has recorded a total revenue of Rs. 11,341 crore. Profit for the year before depreciation, interest and taxation was Rs. 908 crore and Profit before tax was Rs. 592 crore. Net Profit after tax was Rs. 403 crore.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Report.

Directors'' Responsibility Statement

The Directors'' Responsibility Statement pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 ("the Act") is appended as Annexure A to this Report.

Consolidated Financial Results

Consolidated Financial Statements incorporating the operations of the Company, its subsidiaries and Joint Venture Companies is appended. As required under the provisions of the Act, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as an Annexure B to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company and its subsidiary companies on request and will also be kept for inspection in the Registered Office of the Company.

Subsidiary Companies

During the year under review, Liberty Phosphate Limited (LPL), Liberty Urvarak Limited and Sabero Organic Gujarat Limited (Sabero) have ceased to be subsidiaries of the Company, consequent to their merger with the Company pursuant to Schemes of Amalgamation. Sabero Organics America SA, Brazil, Sabero Australia Pty Ltd., Australia, Sabero Europe BV, Netherland, Sabero Argentina SA, Argentina and Sabero Organics Mexico SA de CV, Mexico, which were subsidiaries of Sabero have now become direct subsidiaries of the Company consequent to the merger of Sabero with the Company. Similarly, Liberty Pesticides and Fertilisers Ltd., which was subsidiary of LPL, has also become a direct subsidiary of the Company.

Brief details of the performance of the subsidiaries of the Company are given below.

a) CFL mauritius Limited (CML)

CFL Mauritius Limited, a wholly owned subsidiary, incurred loss of US $ 0.05 million (equivalent to Rs. 0.31 crore) during the year ended December 31,2014. Primary source of income for this subsidiary is dividend income from Foskor (Pty) Ltd. and the subsidiary did not receive any dividend from Foskor during the year.

b) Parry Chemicals limited (Pd)

PCL, a wholly owned subsidiary of the Company, earned a total revenue of Rs. 1.12 crore for the year ended March 31, 2015 and Profit after Tax was Rs. 0.60 crore.

c) dare Investments limited (Du)

DiL, a wholly owned subsidiary of the Company, did not have any significant operations and incurred a loss of Rs. 0.01 crore for the year ended March 31, 2015.

d) liberty Pesticides and Fertilisers limited (LPFL)

LPFL, a wholly owned subsidiary of the Company, did not have any significant operations during the year 2014-15.

e) Coromandel Brasil Limitada (CBL)

CBL, a Limited Liability Partnership, owned 100% by the Company and its subsidiary CFL Mauritius Ltd., is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from india. it incurred a net loss of Brazilian Reals 0.22 million (equivalent to Rs. 0.58 crore) for the year ended December 31, 2014.

f) Sabero organics america SA (SoAL)

SOAL is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from india. it incurred a net loss of Brazilian Reals 0.26 million (equivalent to Rs. 0.68 crore) for the year ended December 31, 2014.

g) Sabero Australia Pty Ltd. (SAPL)

SAPL did not have any significant operations during the year 2014-15. it incurred a net loss of AUD 0.03 million (equivalent to Rs. 0.14 crore) for the year ended March 31, 2015.

h) Sabero Europe BV (SEBV)

SEBV is primarily engaged in getting product registrations in Europe and procuring orders for supplies from india. it did not have any significant operations during the year ended May 31, 2014.

i) Sabero Argentina SA (SA)

SA is primarily engaged in getting product registrations in Argentina and procuring orders for supplies from india. it incurred a net loss of Peso 0.01 million (equivalent to Rs. 0.01 crore) for the year ended December 31, 2014.

j) Sabero Organics Mexico SA de CV (SOM)

SOM is primarily engaged in getting product registrations in Mexico and procuring orders for supplies from india. it incurred a net loss of Peso 2.64 million (equivalent to Rs. 1.21 crore) for the year ended December 31, 2014.

Joint Venture Companies

a) Coromandel Sqm (India) Pvt Ltd.

The Joint Venture Company, formed to set up a Water Soluble Fertilisers (WSF) Plant at Kakinada, Andhra Pradesh, has earned a total income of Rs. 63.39 crore for the year ended March 31, 2015 and the net Profit was Rs. 2.02 crore.

b) Yanmar Coromandel Agrisolutions Private Limited

The Joint Venture formed during the year, would initially sell imported rice transplanters and combined harvesters and, over a period of time, increase the level of indigenization by manufacturing various components in order to reduce costs and customize the products for indian conditions. Coromandel holds 40% equity in the JV Company and the balance is held by Yanmar (40%) and Mitsui (20%). The JV Company has commenced operations and during the year ended March 31, 2015 recorded a revenue of Rs. 7.35 crore and incurred a loss of Rs. 1.71 crore.

c) Coromandel Getax Phosphates Pte. ltd

The Joint Venture Company based in Singapore was formed for leveraging opportunities for rock phosphate mining/ sourcing. it incurred a loss of US $ 0.15 million (equivalent to Rs. 0.94 crore) for the year ended December 31, 2014.

Associate Company

a) Sabero organic Philippines asia Inc (SoPA)

Consequent to the merger of Sabero with the Company, SOPA has become an associate company. The company is based in Philippines. However, no operations have commenced in the company.

Strategic Investments

a) Tunisian Indian Fertilisers S.A., Tunisia (TIFERT)

Your Company has a strategic investment of 15% equity stake in TiFERT, a company based in Tunisia, manufacturing phosphoric acid. The strategic investment in TiFERT is aimed at securing uninterrupted supply of phosphoric acid for the Company''s operations at Kakinada and Visakhapatnam. TiFERT''s plant in Tunisia, which was commissioned during the year 2013, could not operate at desired capacity due to paucity in supply of phosphate rock on account of social unrest in that country. With the normalcy returning in Tunisia, the rock supply situation is expected to improve resulting in better performance by TiFERT during the year 2015.

b) Foskor (Pty) limited, South africa

Your Company, along with CFL Mauritius Limited, holds 14% equity of Foskor (Pty) Limited and continues to leverage its relationship with Foskor in sourcing phosphoric acid, the key raw material, for manufacturing phosphatic fertilisers.

Safety, Health and Environment (SHE)

Company''s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Company has put in place robust processes and performance indicators to track its SHE performance. There was a significant reduction in reportable incidents during the year. Your Company maintained high standards of environmental performances with all facilities operating well within norms. Your Company continued its efforts to track health indicators of all its operating staff working in critical areas through its occupational health centres at its factories.

Process safety focused on fertiliser plants and special drive carried out during annual turnaround time helped in addressing the process related ''near miss'' incidents. Structural safety initiatives undertaken at Ennore and Visakhapatnam units will continue to improve the structural integrity. increased emphasis laid on contractor safety training, performance monitoring, continuous communication and initiation of a reward mechanism resulted in healthy plant safety environment.

Action plan implemented based on DuPont safety management evaluation assessment will continue to strengthen the safety culture of the organisation. All the plants continued to make significant progress in attaining external SHE recognition, and have been certified with iSO 14001 Environmental Management System certification and conforms to Process Safety Management System. The overall safety and environment continued to improve during the year.

Corporate Social responsibility Initiatives

The Company has taken up various Corporate Social Responsibility (CSR) initiatives in the past, directly and also through AMM Foundation, an autonomous public charitable trust engaged in philanthropic activities in the field of Education and Healthcare. With the enactment of the CSR provisions in the Act, Company has formed a CSR Committee and a CSR Policy in conformity with the provisions of the Act. The CSR Policy can be accessed on the Company''s website at the following link http://coromandel.biz/csr_policy.html. During the year, the Company has undertaken various CSR projects in the areas of education, health, water and sanitation. These projects are in accordance with Schedule Vii of the Act. As per the provisions of the Act, the Company was required to spend Rs. 13.23 crore towards CSR activities during the year 2014-15, of which the Company has spent Rs. 10.28 crore. Details of constitution of the CSR Committee, CSR Projects undertaken during the year and the reasons for not spending the balance amount are given in the Annexure C to this Report.

Awards and Recognition

Your Company continues to receive many awards and accolades from industry associations. During the year the Company received the following awards/accolades:

a) "Outstanding Agrisolutions Provider of india" from the Consortium of indian Farmers Associations at the 10th National Farmers Conference held in December 2014.

b) ''Agriculture Leadership Awards 2014'' for empowering farms and farmers with agriculture inputs products and farm services.

c) CMO Asia Retail Excellence Award 2014 for Customer Loyalty Program initiative.

d) Cii-iTC Sustainability Awards 2014 - Commendation for Significant Achievement in Environment Management - by the Ennore Plant.

e) india Manufacturing Excellence Award (iMEA) for Workplace Safety Management in innovative category by Frost & Sullivan at Mumbai, for the Ennore Plant.

f) "Retailer of the Year" award under Rural impact and CSR Category by ABP News.

g) Prestigious Global Communicator Awards from Academy of interactive & Visual Arts, New York - Global Award of Excellence (Gold) for "Calendar 2013", Global Award of Distinction for "Voice (Silver) 2013"Cover page, Global Award of Distinction (Silver) for "Voice 2013".

Particulars of Loans, Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 58A of the Companies Act, 1956, since 2003 and no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 29.13 crore. During the year the Company had issued shares as detailed below:

a) 25,74,193 equity shares of Rs.1 each to the shareholders of erstwhile Liberty Phosphate Limited pursuant to a Scheme of Amalgamation;

b) 53,09,210 equity shares of Rs. 1 each to the shareholders of erstwhile Sabero Organics Gujarat Limited pursuant to a Scheme of Amalgamation; and

c) 1,85,132 equity shares of Rs. 1 each under ESOP Scheme 2007 of the Company.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure D to this Report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure E to this Report.

Extract of the Annual Return

in accordance with Section 134(3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended as Annexure F to this Report.

Corporate Governance

The Company is committed to maintain high standards of Corporate Governance. As stipulated under the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is appended as Annexure G for information of the Members. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

directors and Key Managerial Personnel

in accordance with Article 121 of the Company''s Articles of Association, read with Section 152 of the Act, Mr M M Venkatachalam retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Prasad Chandran was appointed as an Additional Director on April 18, 2014 and then as an independent Director of the Company at the last Annual General Meeting held on July 23, 2014.

All the independent Directors of the Company have given declarations under sub-section (6) of Section 149 of the Act, and the same have been considered and taken on record by the Board.

Mr. S Sankarasubramanian, Chief Financial Officer and Mr. P Varadarajan, Company Secretary, are the Key Managerial Personnel (KMP) of the Company in terms of the provisions of the Act. Mr. Kapil Mehan, Managing Director, who was one of the KMPs, has resigned and was relieved on February 13, 2015.

Familiarisation Programme for Independent directors

On their appointment, independent Directors are familiarized about the Company''s operations and businesses. interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

As part of the familiarization programme, a handbook is provided to all Directors including independent Directors at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, appointment process and evaluation, compensation, Board procedure and stakeholders'' expectations. The handbook also provides the Directors with an insight into the Group''s practices.

The details of familiarisation programme as above are also disclosed on the Company''s website http://coromandel.biz/ investorsinformation_iDFP.

Number of Board Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2014-15, six Board Meetings were held, the details of which are given in the Report on Corporate Governance.

Internal Financial Control Systems

The Company has adequate internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. it has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the internal Financial Controls and System across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementation are reviewed by the Audit Committee and concerns, if any, are reported to Board.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy which provides the employees, customers, vendors and directors an avenue to raise concerns on ethical and moral standards and legal provisions in conduct of the business operations of the Company. it also provides for necessary safeguards for protection against victimization for whistle blowing in good faith. The Whistle Blower Policy and the Vigil Mechanism is also placed on the website of the Company.

Board Evaluation

in accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, CSR Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Report on Corporate Governance.

Risk Management Policy

The Company has constituted a Risk Management Committee. Details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report.

Material Subsidiary Policy

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at http://coromandel.biz/pdf/investorsinformation/ PolicyOnMaterialSubsidiary.pdf

related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee / Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. The related party transactions entered into are reviewed by an independent audit firm to confirm that they were in the ordinary course of business and at arm''s length basis. The Company has formulated a policy for Related Party Transactions which has been approved by the Board and is placed on the website of the Company.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

Audit Committee

The Audit Committee comprises of Mr. Uday Chander Khanna, Chairman, Dr. BVR Mohan Reddy, Mr. Prasad Chandran and Mr. MM Venkatachalam. All the recommendations made by the Audit Committee were accepted by the Board.

Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the last Annual General Meeting held on July 23, 2014. As required under the provisions of Section 139 of the Act, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval. in this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Act.

Cost Auditors

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules 2014, as amended, the cost records of the Company are required to be audited. Based on the recommendations of the Audit Committee, your Board has appointed the following practicing Cost Accountants, Mr. V Kalyanaraman, Ms. Jyothi Satish and Mr. P D Dani, to audit the cost records of the Company as per details given below:

Name of the Units covered by Remuneration Cost Auditor the Cost Auditor Rs. in Lakhs*

Mr. V Kalyanaraman All units of the Company at 7.00 Visakhapatnam, Kakinada, Ennore, Ranipet (pesticides), Ankleshwar and Jammu

Ms. Jyothi Satish All units of the Company 1.00 manufacturing Single Super Phosphate

Mr P D Dani The Pesticides Units in Sarigam 2.00 and Dahej

* Excluding reimbursement of out of pocket expenses and applicable taxes

The Cost Audit Report for the year 2013-14 has been filed with MCA within the prescribed time limit.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Mr. Tumuluru Krishna Murty of M/s. Tumuluru & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company. The report of the Secretarial Auditor is marked as Annexure H to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as Annexure I to this Report.

Employees'' Stock options

The disclosures regarding Employee Stock Option Scheme as required under the Act and the applicable SEBi Regulations are appended as Annexure J to this Report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of india and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

on behalf of the Board

Place: Secunderabad a. Vellayan Date: April 30, 2015 Chairman


Mar 31, 2014

The Board of Directors have pleasure in presenting the highlights of the performance of your Company together with the Audited Accounts for the Financial Year ended 31st March 2014.

SUMMARY OF FINANCIAL RESULTS

Rs. in crore

2013-14 2012-13

Revenue :

From Operations 9381 8560

Other 61 67

Total Revenue 9442 8627

Profit:

Profit before Interest, Depreciation 800 802 and Taxation

Less: Interest 211 177

Depreciation 82 59

Profit Before Exceptional Items & 507 566 Tax

Exceptional Item 13 -

Profit Before Tax 494 566

Less: Provision for Tax 149 122 (including deferred tax credit)

Profit After Tax 345 444

The results for the current year include results of erstwhile Liberty Phosphate Limited (LPL) and erstwhile Liberty Urvarak Limited (LUL), which have been amalgamated with your Company with effect from 1st April 2013, pursuant to a Scheme of Amalgamation approved by the Hon''ble High Courts of Andhra Pradesh and Gujarat.

Operations

The south-west monsoon in 2013-14 was one of the best experienced in recent years and positively infl uenced Kharif sowing and output. Your Company leveraged the favourable monsoon conditions and its complete portfolio of agri-inputs comprising of fertilisers, crop protection and specialty nutrients to register robust growth. Further, your Company has expanded its retail footprint in Andhra Pradesh and Karnataka and improved its performance by growing the non-fertiliser segment thereby registering profi table growth over previous year.

The consumption levels of P&K fertilisers which had declined to historic lows in 2012-13 recovered in 2013-14 due to increased sowing, good monsoon and improved groundwater conditions. This has helped the industry to reduce the pipeline inventory signifi cantly.

Your Company also reduced its inventory of finished products, improved collections and increased its sales volume resulting in an increase in market share. In addition, your Company maintained tight controls on conversion costs and fixed costs and effectively managed phosphoric acid availability to improve capacity utilization. The new production stream, C-train at Kakinada produced various grades of complex fertilisers and DAP. Higher working capital due to pipeline inventory and receivables has impacted the overall financing costs and focused efforts helped in easing the position considerably in the current year.

During the year, your Company pursuant to the Scheme of Amalgamation approved by the Hon''ble High Courts of Andhra Pradesh and Gujarat, has completed the transfer of the entire business undertaking of LPL and LUL, including all its assets and liabilities effective 1st April 2013. Your Company has also acquired the business undertaking from M/s Tungabhadra Fertilisers and Chemicals Company Limited (TFCCL) on a slump sale basis. With the addition of LPL and LUL manufacturing facilities in the northern and western parts of India and the associated marketing network, your Company will be able to leverage the combined marketing network to increase the sale of phosphatics and Single Super Phosphate (SSP). In the year 2013-14 the excessive fi eld stock of SSP inventory and high input cost of raw materials have impacted performance of SSP operations.

During the year the Crop Protection business recorded strong growth over previous years by leveraging its domestic distribution network and its direct presence in key Latin America and Asia Pacifi c markets. The Company has added to its portfolio of export registrations and initiated a regional focus approach with a view to expand its overseas presence. Domestic formulations business benefi tted from demand arising out of increased sowing of critical crops like paddy, cotton and pulses. To create a new identity and to present the farmers with a stronger value proposition, the Company launched a new umbrella brand "Gromor Suraksha". The business also improved its production effi ciencies at its technical manufacturing locations and completed various projects that have improved the overall product quality, safety and plant reliability. With the proposed merger of Company''s subsidiary Sabero Organics Gujarat Limited, the crop protection SBU is poised for growth leveraging domestic market network and global presence.

Specialty Nutrients business has registered a healthy growth in all three product categories – Water Soluble Fertilisers (WSF), Sulphur Products and Micro Nutrients. Your Company is the market leader in Water Soluble Fertilisers and Sulphur product segments. During the year, six new products were introduced to offer need based crop solutions and the business is focused on achieving scale by adopting a crop based approach to sales and marketing efforts.

The Retail business completed a series of new initiatives and robust processes in the year 2013-14 to facilitate long term growth. The business focused on positioning every outlet as a "Complete Farming Solution" platform through range expansion in the Non-Fertilisers segments. These initiatives have resulted in Retail registering a signifi cant growth during the year.

The Company has recorded a total revenue of Rs. 9442 crore. Profi t for the year before depreciation, interest and taxation was Rs. 800 crore and Profi t before tax was Rs. 494 crore. Net Profi t after tax was Rs. 345 crore.

Subsidiary Companies:

Sabero Organics Gujarat Limited (Sabero)

Sabero''s total revenue for the year ended 31st March 2014 was Rs. 721.43 crore with a Net profi t of Rs. 33.13 crore as compared to a profi t of Rs. 7.73 crore in the previous year.

During the year the Boards of your Company and Sabero have approved a Scheme of Amalgamation for merger of Sabero with the Company, subject to approval of the respective shareholders, creditors, concerned High Courts and such other authorities, as may be required. The Scheme will be with effect from 1st April 2014 but would become operative after receipt of necessary approvals. Meetings of the shareholders and creditors of the Company and Sabero are scheduled to be held on 16th June 2014 and 20th June 2014, respectively.

CFL Mauritius Limited:

The Company (a 100% subsidiary) incurred loss of US $ 0.18 million (equivalent to Rs. 1.07 crore) during the year ended 31st December 2013. Primary source of income for this subsidiary is dividend income from Foskor (Pty) Ltd. and during the year, the subsidiary did not receive any dividend from Foskor. Your Company has during the year made a further investment of Rs. 25.07 crore in this company.

Parry Chemicals Limited (PCL):

The Company (a 100% subsidiary) earned a total revenue of Rs. 3.32 crore for the year ended 31st March 2014 and Profi t after Tax was Rs. 2.91 crore.

PCL, during the year had sold 558249 equity shares of Sabero Organics Gujarat Limited (Sabero) representing 1.65% of the equity capital of Sabero to its holding company, Coromandel.

Dare Investments Limited (DIL):

During the year Dare Investments Limited, which was a wholly owned subsidiary of PCL, has become a direct subsidiary of the Company. Your Company had during the year made a further investment of Rs. 4.95 crore in this company.

Coromandel Brasil Limitada:

The Limited Liability Partnership is primarily engaged in getting product registrations in Brazil and procuring orders for supplies from India. It incurred net loss of Brazilian Reals 0.26 million (equivalent to Rs. 0.70 crore ) for the year ended 31st December 2013.

Liberty Pesticides and Fertilisers Limited (LPFL):

During the year, LPFL which was a wholly owned subsidiary of LPL, has become a direct subsidiary of the Company and it did not have any signifi cant operations during 2013-14.

Joint Venture Companies

Coromandel Getax Phosphates Pte Ltd

The Joint Venture Company based in Singapore formed for leveraging opportunities for rock phosphate mining/ sourcing continued scouting for opportunities during the year.

Coromandel SQM (India) Pvt Ltd.

The Joint Venture Company, formed to set up a Water Soluble Fertilisers (WSF) Plant at Kakinada; Andhra Pradesh has earned a total income of Rs. 63.24 crore for the year ended 31st March 2014 and the net profi t was Rs. 1.59 crore.

Strategic Investment

Tunisian Indian Fertilisers S.A. (TIFERT)

Company has a strategic investment of 15% equity stake in TIFERT, a company based in Tunisia, manufacturing phosphoric acid. With the restoration of near normalcy in Tunisia the plant was commissioned last year and your Company received phosphoric acid from TIFERT and the plant is getting stabilized. Your Company''s strategic investment in TIFERT is aimed at securing uninterrupted supply of phosphoric acid for the Company''s operations especially for expanded capacity at Kakinada.

Foskor (Pty) Limited (South Africa):

Coromandel along with CFL Mauritius Limited holds 14% equity of Foskor (Pty) Limited. Coromandel continues to leverage its relationship with Foksor in sourcing phosphoric acid, the key raw material, for manufacturing phosphatic fertilisers.

Safety, Health and Environment (SHE)

Company''s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Company has put in place robust processes and performance indicators to track its SHE performance. There was a signifi cant reduction in reportable incidents during the year. Your Company maintained high standards of environmental performances with all facilities operating well within norms. Your Company continued its efforts to track health indicators of all its operating staff working in critical areas through its occupational health centres at its factories.

Process safety focused on fertiliser plants and special drive carried out during annual turnaround time facilitated to address the process related ''near miss'' incidents. Structural safety initiatives undertaken at Ennore and Visakhapatnam units will continue to improve the structural integrity. Increased emphasis laid on contractor safety training, performance monitoring, continuous communication and initiation of a reward mechanism resulted in healthy plant safety environment.

Action plan implemented based on DuPont safety management evaluation assessment will continue to strengthen the safety culture of the organisation. All the plants continued to make signifi cant progress in attaining external SHE recognition, and have been certifi ed with ISO 14001 Environmental Management System certifi cation and conforms to Process Safety Management System. The overall safety and environment continued to improve during the year.

Dividend

Your Directors recommend a Dividend of Rs. 4.50 per equity share.

Bonus Debentures

28,28,17,658 9% Unsecured Redeemable Non-convertible fully paid Bonus Debentures of Rs. 15 each aggregating to Rs. 424 crores issued by the Company to the shareholders in July 2012 were to be redeemed in three annual installments from July 2014. The Company has fully redeemed these debentures in March 2014 by exercising its option of early redemption.

Consolidated Financial Results

A Consolidated Financial Statement incorporating the operations of the Company, its subsidiaries and Joint Venture Companies is appended.

The Ministry of Company Affairs, has given general exemption to companies from publishing the annual report of its subsidiary companies wherever a Consolidated Statement has been appended. In view of this, the Annual Report of the Subsidiary Companies have not been annexed.

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Coromandel International Limited and its subsidiary Companies on request and will also be kept for inspection in the Registered Offi ce of the Company.

Awards/Recognition

Your Company continues to receive numerous awards/ accolades from industry associations. During the year the Company received the following awards/accolades:

- ''India''s Best Board - 2013'' Award, instituted by Economic Times and Hay Group.

- Dun & Bradstreet Corporate Awards 2012 - Top Indian company under the sector - fertilisers.

- FAI Award on application of Information and Communication Technology (ICT) in Agriculture -2013''. The award was given in recognition of the pioneering efforts involving ICT in agriculture initiated by the retail division while discharging farmer extension services.

- "Retailer of the Year Award" under Rural Impact & CSR category from Asia Retail Congress.

- First prize in State Energy Conservation from the Government of Andhra Pradesh for commendable efforts towards signifi cant improvement in conservation of energy.

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors'' Report.

As per the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is annexed for information of the Members.

Directors

In accordance with Article 121 of the Company''s Articles of Association, read with Section 152 of the Companies Act 2013 and the corresponding provisions in the Companies Act 1956, Mr V Ravichandran and Dr BVR Mohan Reddy are retiring at the ensuing Annual General Meeting. Mr V Ravichandran and Dr BVR Mohan Reddy, being eligible, offer themselves for re-appointment.

Dr J S Sarma, who was appointed as an Additional Director with effect from 8th August 2013 passed away on 28th February 2014. The Board places on record its sincere appreciation of the services rendered by Dr J S Sarma during his tenure of directorship.

The Board of Directors appointed Mr. Prasad Chandran as an Additional Director effective 18th April 2014. The Company has received notice from a member proposing his nomination for Directorship.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint the auditors and fi x their remuneration.

Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 the Central Government has ordered Cost Audit for Fertilisers and Insecticides products. Accordingly, Shri V Kalyanaraman and Shri Dantu Mitra, Cost Accountants, were appointed Cost Auditors to render reports to the Central Government. The Report for the year 2012-13 were submitted on 18th September 2013, before the due date and for the year 2013-14 the report will be submitted on or before the due date.

Disclosures

Additional information on conservation of energy, technology absorption and foreign exchange earnings/ outgo, as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this Report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars are set out in the annexure to the Directors'' Report.

As required by Section 217 (2AA) of the Companies Act, 1956, Directors'' responsibility statement is annexed hereto and forms part of this report.

The disclosures as required under Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are annexed to this report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results, in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, fi nancial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board

Place: Hyderabad A. Vellayan

Date: 12th May 2014 Chairman


Mar 31, 2013

The Board of Directors have pleasure in presenting the highlights of the performance of your Company together with the Audited Accounts for the Financial Year ended March 31, 2013.

Summary of Financial Results:

Rs. in crore

2012-13 2011-12

Revenue:

From Operations 8560 9,823

Other 67 117

Total Revenue 8627 9,940

Profit:

Profit before Interest, Depreciation and Taxation 802 1,178

Less: Interest 177 117

Depreciation 59 56

Profit Before Exceptional Items & Tax 566 1005

Exceptional Item - (35)

Profit Before Tax 566 970

Less: Provision for Tax (including deferred tax credit) 122 277

Profit After Tax 444 693

Add: Surplus brought forward 481 318

Amount available for appropriation 925 1011

Appropriations:

Transferred to debenture redemption reserve 25 -

Transferred to general reserve 250 300

Interim dividend [includes Rs.7 lakhs on final dividend for 2011-12 (Rs.5 lakhs on final dividend for 2010-11)] * 113

Proposed dividend 127 85

Dividend distribution tax 22 32

Surplus carried to the Balance Sheet 501 481

*Less than Rs.1 crore Operations

The year gone by was a very eventful one with a strategic acquisition of Liberty Phosphate Limited, market leader in SSP segment, on the one side and a steep decline in demand for P & K fertilisers on the other side. Demand contraction was driven by near drought conditions in key addressable market states of Andhra Pradesh, Karnataka and Maharashtra and steep increase in P & K fertilisers prices due to rupee depreciation. A very high disparity between Urea and Phosphates prices also impacted the demand for phosphatic fertilisers. These factors impacted sales volumes of the Company during the year, which in turn impacted adversely profitability of the Company for the year under review. The Company had under the adverse conditions, improved its market share in the primary markets and recorded a total revenue of Rs.8627 crore. Profit for the year before depreciation, interest and taxation was Rs.802 crore and profit after tax was Rs.444 crore. Your Company also improved the financial performance of Sabero Organics Gujarat Limited (Sabero) with company turning in EBIDTA of Rs.50.80 crore as against (Rs.34.36) crore in the previous year.

Deficient monsoon during the year impacted other businesses as well viz., Crop Protection and Speciality Nutrients. With the acquisition of Sabero, Crop Protection business has expanded its product portfolio and increased the share of global business. The main thrust during the year was to integrate Sabero operations with the Company''s business and enhance its presence in both domestic and global markets. These efforts have started yielding positive results with the formulations business registering a sales growth of 16% over the previous year. The business successfully redeployed the manufacturing capacity of Endosulfan plant to produce alternate products.

In Speciality Nutrient Business, while the adverse monsoon had impacted sulphur volumes, sale of Water Soluble Fertilisers registered a growth of 14%. In line with the overall strategy to enhance the Speciality Nutrients business the Company has adopted crop based approach for demand creation and also put in place dedicated sales force to improve the performance. Organic Manure business, despite adverse market conditions registered volume growth of 12%. The Company would continue to drive this business in helping the farmer to improve soil fertility.

Retail business, despite low off take of fertilisers, reported a 26% growth in non fertiliser products and the Company continues to focus on expanding its product portfolio. There are 550 outlets in the state of Andhra Pradesh and 96 outlets in Karnataka. The retail outlets have become the face of the Company and has helped in the increased sales of Pesticides and Speciality Nutrients. The Company''s efforts are directed towards making these retail outlets a complete farm solution platform.

Subsidiary Companies:

Acquisition of Liberty Phosphate Limited and Liberty Urvarak Limited (Liberty group)

During the year, your Company entered into a Share Purchase Agreement with the erstwhile promoters of Liberty group and acquired 70,19,406 equity shares (representing 48.62%) of Liberty Phosphate Limited (LPL) at Rs.241/- per share. Consequent to this on March 7, 2013 the Company reconstituted the Board of LPL and took control of the management of LPL.

The Company, also made a public announcement to further acquire 37,53,933 equity shares (26%) of LPL through an Open Offer from the shareholders of LPL at a price of Rs.241/- per share, pursuant to the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Approval of SEBI is awaited for completing the process of the open offer.

Your Company also acquired 100% equity shares of Liberty Urvarak Limited (LUL) from its shareholders. LUL has a manufacturing unit in Nimrani in the state of Madhya Pradesh. LUL holds 7,22,928 equity shares (representing 5%) of LPL. Your Company along with LUL holds 77,42,334 equity shares (representing 53.62%) of LPL. With completion of the abovesaid acquisition, both LPL and LUL have become subsidiaries of Coromandel.

LPL and LUL manufacture Single Super Phosphate (SSP) grade fertilisers with 5 manufacturing facilities spread across the States of Gujarat, Madhya Pradesh, Rajasthan and Uttar Pradesh. The shares of LPL are listed on the Bombay Stock Exchange.

Your Company had also signed a term sheet with the M/s Tungabhadra Fertilisers and Chemicals Company Limited (TFCL) for buying its business undertaking on slump sale basis.

The acquisition of LPL, LUL and proposed acquisition of the business undertaking of TFCL would make your Company a pan India Company and also would make the Company a formidable and leading player in SSP segment.

Despite adverse market conditions and deficient monsoon, LPL''s total revenue for the year ended March 31, 2013 was Rs.469.65 crore with a Net profit of Rs.32.05 crore.

LUL''s total revenue for the year ended March 31, 2013 was Rs.90.76 crore with a Net profit of Rs.5.37 crore.

In view of these acquisitions, your Company has deferred the setting up of SSP plant at Bhatinda, Punjab for the present.

Sabero Organics Gujarat Limited (Sabero)

Sabero''s total revenue for the year ended March 31, 2013 was Rs.515.78 crore with a Net profit of Rs.7.73 crore as compared to a loss of Rs.61.24 crore in the previous year.

CFL Mauritius Limited:

The company (a 100% subsidiary) earned a total revenue of US $ 0.49 million (equivalent to Rs.2.65 crore) and net profit of US $ 0.09 million (equivalent to Rs.0.48 crore) during the year ended December 31, 2012.

Parry Chemicals Limited (PCL):

The company (a 100% subsidiary) earned a total revenue of Rs.0.87 crore for the year ended March 31, 2013 and Profit after Tax was Rs.0.36 crore.

PCL, during the year had acquired 100000 equity shares of Sabero Organics Gujarat Limited representing 0.295% from the stock market.

Coromandel Brasil Limitada:

The Limited Liability Partnership in Brazil incurred net loss of Brazilian Reals 0.45 million (equivalent to Rs.1.21 crore) for the year ended December 31, 2012. Your Company had during the year made a further investment of Rs.0.89 crore in this company.

Joint Venture Companies

Tunisian Indian Fertilizers S.A. (TIFERT)

TIFERT, a joint venture company, was formed in Tunisia in 2008, to set up a phosphoric acid plant. The plant which was originally expected to be commissioned by the first quarter of 2011 got delayed mainly due to the political developments in Tunisia in the last two years. With the restoration of near normalcy in Tunisia the plant has been commissioned and is in the process of being stabilized and the phosphoric acid supplies are expected to commence during the current financial year onwards. Your Company during the year had given a loan of US $ 4.65 million to TIFERT to part fund the cost overrun of the project. Your Company''s strategic investment towards 15% equity stake in TIFERT is aimed at securing uninterrupted supply of phosphoric acid for the Company''s operations especially for the expanded capacity in Kakinada.

Coromandel Getax Phosphates Pte Ltd

The joint venture Company based in Singapore formed for leveraging opportunities for rock phosphate mining/sourcing continued scouting for opportunities during the year.

Coromandel SQM (India) Pvt Ltd.

The joint venture company formed to set up a Water Soluble Fertilisers (WSF) Plant at Kakinada, Andhra Pradesh, has commenced its operations during the year 2011-12. The company earned a total revenue of Rs.36.96 crore for the year ended March 31, 2013 and a Net profit of Rs.1.61 crore.

Strategic Investment

Foskor (Pty) Limited (South Africa):

The relationship with Foskor continues to be beneficial to both the companies and ensures sourcing of critical raw material i.e., phosphoric acid. Coromandel along with CFL Mauritius Limited holds 14% equity of Foskor (Pty) Limited.

Investment in Andhra Pradesh Gas Power Corporation Limited (APGPCL)

The Company has acquired additional equity in APGPCL entitling it to draw power equivalent to 15.12 MW. With the existing holding of shares equivalent to 5 MW, the total entitlement stands increased to 20.12 MW. The acquisition of additional shares in APGPCL would ensure regular power supply (at low cost) which would ensure smooth operations at Visakhapatnam and Kakinada plants.

Expansion Projects

Your Company has successfully commissioned and commenced production from the new third Complex granulation train at Kakinada plant at a total cost of Rs.337 crore. As part of this expansion, your Company also completed building storage tanks and other support facilities to augment infrastructure for the expanded capacities. With the commissioning of this plant, your Company has established facilities to produce up to 3.6 million MT of phosphatic fertilisers.

Safety, Health and Environment (SHE)

Company''s focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Company has put in place robust processes and performance indicators to track its SHE performance. There was a significant reduction in reportable incidents during the year. Your Company maintained high standards of environmental performances with all facilities operating well within norms. Your Company continued its efforts to track health indicators of all its operating staff working in critical areas through its occupational health centres at its factories.

Special focused drive on structural safety started at Ennore and Visakhapatnam, will continue to improve the structural integrity. Decommissioning of the ammonia storage terminal at Visakhapatnam was completed successfully and replacement of undersea ammonia pipe line at Ennore was carried out to sustain the mechanical integrity of critical operations. Increased emphasis was laid on contractor safety training, performance monitoring, continuous communication and initiation of a reward mechanism resulting in healthy plant safety environment.

All the plants continued to make significant progress in attaining external SHE recognition, and have been certified with ISO 14001 Environmental Management System certification and conforms to Process Safety Management System. DuPont safety management evaluation assessment was carried out and the action plan workshop is in progress. The overall safety environment continued to improve during the year under review.

Dividend

Your Directors recommend a Dividend of Rs.4.50/- per equity share. Bonus Debentures

In order to commemorate the golden jubilee of the Company and to reward the shareholders for their continued support, the Board of Directors allotted on July 23, 2012, one 9% Unsecured

Redeemable Non-convertible Fully Paid up Bonus Debenture of Rs.15/- each for every equity share by appropriating the General Reserve through a Scheme of Arrangement. The Debentures are redeemable in three equal installments, the first installment commencing from July 2014. The Company has an option to redeem the debentures prior to its maturity.

Consolidated Financial Results

Consolidated Financial Statements incorporating the operations of the Company, its subsidiaries and Joint Venture Companies is appended.

The Ministry of Corporate Affairs, has given a general exemption to companies from publishing the Annual Report of its subsidiary companies wherever a Consolidated Statement has been appended. In view of this, the Annual Report of the subsidiary companies, i.e. Parry Chemicals Limited and its subsidiary Dare Investments Limited, Sabero Organics Gujarat Limited and its subsidiaries, Liberty Phosphate Limited and its subsidiary Liberty Pesticides and Fertilisers Limited, Liberty Urvarak Limited, CFL Mauritius Limited and Coromandel Brasil Limitada have not been annexed.

However, the accounts of the subsidiary companies and the related information will be made available to the Members of Coromandel International Limited and its subsidiary companies on request and will also be kept for inspection at the Registered Office of the Company.

Awards/Recognition

Your Company continues to receive numerous awards/accolades from industry associations. During the year the Company received the following awards/accolades:

- Company was awarded Significant Achievement in the CII-EXIM Bank Business Excellence Award 2012 and Significant Achievement in HR Excellence Award 2012.

- Company received Institute of Directors Golden Peacock National Training Award for the year 2013.

- Company was awarded ''Retail Marketing Campaign of the Year award'' under Awards for Retail Excellence presented by ET Now.

Management Discussion & Analysis and Corporate Governance

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.

As per the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is annexed for information of the Members.

Directors

In accordance with Article 121 of the Company''s Articles of Association, read with Sections 255, 256 and 262 of the Companies Act, 1 956, Mr A Vellayan, Mrs Ranjana Kumar and Mr K Balasubramanian are retiring at the ensuing Annual General Meeting. Mr A Vellayan and Mrs Ranjana Kumar, being eligible, offer themselves for re-appointment. Mr K Balasubramanian expressed his desire to retire at the ensuing Annual General Meeting. The Board places on record its sincere appreciation of the services rendered by Mr K Balasubramanian during his tenure of directorship.

The Board of Directors appointed Mr Uday Chander Khanna as an Additional Director effective July 23, 2012. The Company has received notice from a Member proposing his nomination for Directorship.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 the Central Government has ordered Cost Audit for Fertilisers and Insecticides products. Accordingly, Mr. V Kalyanaraman and Mr. Dantu Mitra, Cost Accountants, were appointed Cost Auditors to render reports to the Central Government. The Reports for the year 2011-12 were submitted on December 31, 2012 (due date February 15, 2013) and for the year 2012-13 the reports will be submitted on or before the due date.

Disclosures

Additional information on conservation of energy, technology absorption and foreign exchange earnings/outgo, as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars are set out in the annexure to the Directors'' Report.

As required under Section 217 (2AA) of the Companies Act, 1956, Directors'' Responsibility Statement is annexed hereto and forms part of this report.

The disclosures as required under Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are annexed to this report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results, in an adverse situation.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board

Place : Hyderabad A Vellayan

Date : April 23, 2013 Chairman


Mar 31, 2012

Dear Members,

The Board of Directors have pleasure in presenting the highlights of the performance of your Company together with the Audited Accounts for the Financial Year ended March 31, 2012.

SUMMARY OF FINANCIAL RESULTS:

Rs. in crore

2011-2012 2010-2011

Income:

From Operations 9,823 7,639

Other 117 80

TOTAL 9,940 7,719

Profit:

Profit before Interest, Depreciation and Taxation 1,178 1,136

Less: Interest 117 86

Depreciation 56 62

Profit Before Exceptional Items & Tax 1,005 988

Exceptional Item (35) --

Profit Before Tax 970 988

Less: Provision for Tax 277 294 (including deferred tax credit)

Profit After Tax 693 694

Add: Surplus brought forward 318 203

Amount available for Appropriation 1,011 897

Appropriation

- Interim Dividend

(incl. dividend tax) 131 131

- Proposed Final Dividend (incl. dividend tax) 99 98

- Transfer to General Reserve 300 350

- Surplus retained in the

Profit and Loss Account 481 318

Operations

The Company has shown improved performance in all its business segments and achieved a higher revenue of Rs. 9,940 crore for the year ended 31 March 2012 (2010-11 - Rs. 7,719 crore). Profit for the year before depreciation, interest and taxation was Rs. 1,178 crore compared to Rs. 1,136 crore in the previous year. Profit after tax was Rs. 693 crore as against Rs. 694 crore in 2010-11.

Improved operational efficiencies and appropriate sourcing strategies have significantly contributed to overall improved performance inspite of lower production of fertilisers due to shortage of phosphoric acid and high volatility in the Rupee. The fertiliser business achieved a total sales volume (including imported fertilisers) of 30.08 lakh tons as against 28.63 lakh tons achieved in the previous year. Besides, the Company also handled 2.65 lakh tons of urea against 1.98 lakh tons achieved in the previous year. Timely purchase of input raw materials and pro-active forex management coupled with faster liquidation of stocks has helped the Company in improving operational profits.

Crop Protection business performed reasonably well during the year despite a continuing ban imposed on Endosulfan by Hon'ble the Supreme Court of India at the beginning of the year and unfavourable monsoon conditions in certain States during Rabi season. The acquisition of Sabero Organics Gujarat Limited, a technical grade manufacturer has expanded product profile of crop protection business and has given greater access to global markets. Timely introduction of new technicals at Ankleshwar facility has mitigated the impact on volumes due to ban of Endosulfan. Leveraging the Retail presence in Andhra Pradesh and Karnataka, the Company has significantly improved the sale of specialties and captive technical formulations.

In Speciality Nutrient Business, the Company has achieved sales growth in Organic Compost, Gromor Sulphur and Water Soluble Fertilisers (WSF) despite difficult seasonal and market conditions. The Company continues to be a market leader in Bentonite Sulphur and registered a growth of 14% over last year in this segment. In the organic fertilisers, the Company has registered a growth of 33% in volumes as compared to previous year.

In Retail business, the Company has opened 200 new retail centres in Andhra Pradesh and Karnataka. With this expansion, the Company has 641 centres in Andhra Pradesh and Karnataka. Retail turnover has grown by 11% during the year. In retail business, the Company has decided to focus more on agri-input business and exit from the life style products. The Company continues to explore Farm Mechanisation Business as part of its retail service offerings to the farmers.

Subsidiary Companies:

Acquisition of Sabero Organics Gujarat Limited (Sabero)

During the year, your Company entered into a Share Purchase Agreement with the erstwhile promoters of Sabero and acquired 1,42,98,112 equity shares of Sabero at Rs. 160 per share and also paid a non-compete fee of Rs. 38.47 per share for the resident shareholders aggregating to Rs. 35.53 crore.

The Company, also further acquired 1,05,00,000 equity shares of Sabero through an Open Offer from the shareholders of Sabero at a price of Rs. 160/- per share, pursuant to the approval from Securities Exchange Board of India (SEBI) for the Open Offer under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. Post completion of this acquisition, your Company now holds 2,47,98,112 equity shares representing 73.23% in the equity share capital of Sabero. The Company along with its wholly owned subsidiary (Parry Chemicals Ltd.,) holds 74.57% of the equity share capital of Sabero and effective December 17, 2011 Sabero has become a subsidiary of the Company. The Consolidated results include results of Sabero effective this date.

Sabero manufactures technical grade pesticides with manufacturing facilities in Sarigam, Gujarat and plans are underway for setting up an ancillary project at Dahej, in the state of Gujarat. Sabero's shares are listed on the National Stock Exchange and Bombay Stock Exchange.

Sabero's revenue from operations for the year ended March 31, 2012 was Rs. 358.43 crore with a Net loss of Rs. 61.24 crore. The production of Sabero during the year was impacted under judicial restraint. However, the Company was able to get permission for utilization of capacity up to 75% starting December 2011. In view of the under utilization of the capacities, higher power and fuel cost and certain accounting adjustments necessitated on reconciliation of major balances, the Company had incurred the loss. The Company is investing into comprehensive revamping of Environmental Management System to comply with environmental standards. These investments are aimed at further compliance with environmental regulations and will also enable the Company to ramp up production and sales volumes from 2012-13 onwards.

The acquisition of Sabero is part of the company's long term vision to consolidate its position as a significant player in the crop protection business with a combination of products in technical/formulation grade pesticides catering to both domestic and global markets.

CFL Mauritius Limited:

The Company (a 100% subsidiary) earned a total revenue of US $ 1.22 million (equivalent to Rs. 5.76 crore) and net profit of US $ 0.74 million (equivalent to Rs. 3.61 crore) during the year ended December 31, 2011. During the year, the Company has received dividend from Foskor (Pty) Ltd amounting to US $ 1.14 million.

Parry Chemicals Limited (PCL):

The Company (a100% subsidiary) earned a total revenue of Rs. 0.57 crore for the year ended March 31, 2012 and Profit after Tax was Rs. 0.03 crore. Your Company had during the year subscribed a sum of Rs. 9.50 crore for acquiring additional 95,00,000 lakh equity shares of Rs. 10/- each of PCL.

PCL, during the year had acquired equity 4,58,249 equity shares of Sabero Organics Gujarat Limited representing 1.35% from the stock market.

Coromandel Brasil Limitada:

The Limited Liability Partnership in Brazil incurred net loss of Brazilian Reals 0.56 million (equivalent to Rs. 1.58 crore) for the year ended December 31, 2011. Your Company had during the year made a further investment of Rs. 1.38 crore in this company.

Joint Venture Companies

Tunisian Indian Fertilisers Company Limited (TIFERT)

TIFERT, a joint venture Company, was formed in Tunisia in 2008, to set up a phosphoric acid plant. The plant which was originally expected to be commissioned by the first quarter of 2011 got delayed mainly due to the political developments in Tunisia last year. With the restoration of normalcy in Tunisia, it is expected that this plant would be commissioned by second half of 2012-13. The delay has caused cost overrun to the extent of US $ 30 million and the Board of Directors of your Company in terms of the JV agreement had approved an additional investment of US$ 5 million towards its share by way of equity/loan. Your Company's strategic investment towards 15% equity stake in TIFERT is aimed at securing uninterrupted supply of phosphoric acid for the Company's operations.

Coromandel Getax Phosphates Pte Ltd

The JV Company based in Singapore formed for leveraging opportunities for rock phosphate mining/sourcing continued scouting for opportunities during the year.

Coromandel SQM (India) Pvt Ltd.

The Joint Venture Company, formed to set up a WSF Plant at Kakinada, Andhra Pradesh has commenced its operations during the year. The plant is capable of producing various grades of Water Soluble Fertilisers and this will enhance the product range offerings in Specialty Nutrients by the Company resulting in overall increase in market share of Coromandel in this segment. The Company earned a total income of Rs. 3.81 crore for the year ended March 31, 2012 and Net loss was Rs. 0.70 crore.

Technical Assistance Agreement with Foskor (Pty) Limited (South Africa):

The Technical Assistance Agreement with Foskor (Pty) Limited, South Africa, for a period of two years ended on March 31, 2012. The relationship with Foskor continues to be beneficial to both the Companies.

Expansion Projects

Your Company is in the process of expanding capacities and is currently executing a third Complex granulation train at Kakinada plant. The Plant is expected to be completed during the financial year 2012-13. As part of this expansion, your Company is also building Storage Tanks and other support facilities to augment infrastructure for the expanded capacities. Your Company is also firming up its plans for setting up a green field Single Super Phosphate plant in the state of Punjab.

Safety, Health and Environment (SHE)

Company's focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards.

All the plants continued to make significant progress attaining external SHE recognition, and have been certified with ISO 14001 Environmental Management System certification and conforms to Process Safety Management System. Visakhapatnam and Kakinada plants were awarded five star rating by British Safety council. Barring an unfortunate workplace fatal incident in Visakhapatnam Plant, the overall safety environment had continued to improve during the year under review.

Dividend

Your Directors recommend a Final Dividend of Rs. 3/- per equity share. With this the total dividend for the year would be Rs. 7/- per equity share including an interim dividend of Rs. 4/- per equity share paid to the Members. The Members may recall that a Dividend of Rs. 7/- per equity share was paid last year.

Bonus Debentures

In order to commemorate the golden jubilee of the Company and to reward the Shareholders for their continued support, the Board of Directors approved issuance of one 9% Unsecured Redeemable

Non- convertible Fully Paid Bonus Debentures of ? 15/- each for every equity share by appropriating the General Reserve through a Scheme of Arrangement (Scheme). The Members had approved the said Scheme for issuance of unsecured fully redeemable non convertible Bonus Debentures and the Company had filed the petition in the Hon'ble High Court of AP seeking its approval of the Scheme. The Company would complete the process of issue of the Bonus Debentures upon receipt of necessary approvals.

Consolidated Financial Results

A Consolidated Financial Statement incorporating the operations of the Company, its Subsidiaries and Joint Venture Companies is appended.

The Ministry of Corporate Affairs, has given a general exemption to Companies from publishing the Annual Report of its subsidiary Companies wherever a Consolidated Statement has been appended. In view of this, the Annual Report of the Subsidiary Companies, i.e. Parry Chemicals Limited, Sabero Organics Gujarat Limited and its subsidiaries, CFL Mauritius Limited and Coromandel Brasil Limitada have not been annexed.

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Coromandel nternational Limited and its Subsidiary Companies on request and will also be kept for inspection in the Registered Office.

Awards/Recognition

Your Company continues to receive numerous awards/accolades from Industry associations. During the year the Company received the following awards/accolades:

- Company was awarded Significant Achievement in the CII-EXIM Bank Business Excellence Award - 2011.

- Company was awarded Business Excellence Award by 'Industria Economist' a business magazine.

- Kakinada Plant received FAI Award for best overall performance of an operating fertiliser unit for complex fertilisers

- Visakhapatnam Plant received the CII's National Water Management Award for Water Efficient Unit

- FICCI Award received for Best Brand "Godavari Gold"

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors' Report.

As per the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is annexed for information of the Members.

Directors

In accordance with Article 121 of the Company's Articles of Association, read with Section 255, 256 and 262 of the Companies Act, 1956, Mr M K Tandon, Mr R A Savoor and Mr M M Venkatachalam are retiring at the ensuing Annual General Meeting.

Mr M K Tandon and Mr R A Savoor have expressed their desire to retire at the ensuing Annual General Meeting. The board places on record its sincere appreciation of the services rendered by both Mr M K Tandon and Mr R A Savoor during their tenure of directorship.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual Genera Meeting and are eligible for reappointment. Members are requested to appoint the auditors and fix their remuneration.

Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 the Central Government has ordered Cost Audit for Fertilisers and nsecticides products. Accordingly, Shri V Kalyanaraman and Shri Dantu Mitra, Cost Accountants, were appointed Cost Auditors to render reports to the Central Government. The Report for the year 2010-11 were submitted on September 26, 2011 (due date September 30, 2011) and for the year 2011-12 will be submitted on/before due date.

Disclosures

Additional information on conservation of energy, technology absorption and foreign exchange earnings/outgo, as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this Report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars are set out in the annexure to the Directors' Report.

As required by Section 217 (2AA) of the Companies (Amendment) Act, 2000, Director's responsibility statement is annexed hereto and forms part of this report.

The disclosures as required under clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed to this report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company in achieving good results, all round.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of Coromandel International Limited confirm that in the preparation of the Statement of Profit & Loss for the year ended March 31, 2012 and the Balance Sheet as at that date ("financial statements") :

- the applicable accounting standards have been followed

- appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made 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.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to the inherent limitations that should be recognised in weighing the assurance provided by any such system of internal controls. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function.

- Proper systems are in place to ensure compliance of all laws applicable to the Company.

- The financial statements have been prepared on a going concern basis.



On behalf of the Board

Place : Hyderabad A Vellayan

Date : April 23, 2012 Chairman


Mar 31, 2011

The Board of Directors have pleasure in presenting the highlights of the performance of your Company together with the Audited Accounts for the Financial Year ended March 31, 2011.

SUMMARY OF FINANCIAL RESULTS:

Rupees in crore

2010-2011 2009-2010

Income

From Operations 7527.95 6394.73

Other 188.19 132.12

Total 7716.14 6526.85

Profit

Profit before Interest,

Depreciation and Taxation 1134.42 843.04

Less: Interest 84.22 75.37

Depreciation 61.74 59.23

Profit Before Tax 988.46 708.44

Less: Provision for Tax

(including deferred tax credit) 294.00 240.24

Profit after Tax 694.46 468.20

Add: Surplus brought

forward 203.18 148.86

Amount available for

Appropriation 897.64 617.06

Appropriation

- Interim Dividend

(incl. dividend tax) 131.47 98.45

- Proposed Final Dividend

(incl. dividend tax) 98.27 65.43

- Transfer to General Reserve 350.00 250.00

- Surplus retained in the

Profit and Loss Account 317.90 203.18

Operations

The Company has shown improved performance in all its business segments and achieved higher revenue of Rs.7716 crore for the year ended March 31, 2011 (2009-10 - Rs.6527 crore). Profit for the year, before depreciation, interest and taxation was Rs.1134 crore, compared to Rs. 843 crore in the previous year. Profit after tax was Rs.694 crore as against Rs.468 crore in 2009-10 recording an increase of 48%. Higher volumes and improved operating and raw material procurement efficiencies have significantly contributed to improved performance all round, resulting in higher profit.

The Fertiliser division continued to improve on its performance with record volume of production and sales. The total fertiliser sales (including bought out fertilisers) during the year touched the record level of 31.0 lakh MT compared to 29.8 lakh MT in the previous year. Kakinada Plant achieved a number of new records including highest production ever.

The Plant Protection business also performed well during the year recording higher sale of technicals and significant volume increase in branded formulations especially through "Mana Gromor" retail outlets. There has been a significant improvement in the operations of the Ankleshwar Unit with the commissioning of new facilities for manufacturing technicals and robust environment management system. With the centralisation of technical grade facilities at Ankleshwar, Navi Mumbai operations have been stopped. Management is taking initiative for alternate use of the existing facilities. The Jammu formulation units including the newly acquired unit of Pasura Bio-Tech Private Limited have performed well during the year.

The Speciality Nutrients business consisting of Water Soluble Fertilisers (WSF), Secondary and Micro Nutrients and Municipal Compost, achieved profitable growth over the previous year and established new sales records.

The rural retail business which was started in 2007 has now 443 centres operating across Andhra Pradesh and Karnataka catering to the requirements of the farming community - both agri and some of the non-agri products including life style products. During the year, the Company has launched a pilot farm mechanization project to provide services to the farmers.

Sub-division of Equity Shares

During the year under review, the Members had approved the sub- division of the equity shares of the Company from Rs 2/- each into Re. 1/- each through a Special Resolution passed by way of Postal Ballot. Your Company has completed the process of crediting the split shares in electronic mode and also dispatched the new share certificates to the respective Members.

Acquisition and Amalgamation of Pasura Bio-Tech Private Limited

During the year under review, your Company acquired 100% equity capital of Pasura Bio-Tech Private Limited, which has a Pesticides formulations manufacturing facility in Jammu (adjacent to Companys existing unit in Jammu) and completed the process of its Amalgamation into the Company through a Scheme approved by the Honble High Court of Andhra Pradesh. With this acquisition, your Company is in a stronger position to cater to the pesticides formulation needs of the markets in the northern parts of the country.

Subsidiary Companies

CFL Mauritius Limited

The Company (a 100% subsidiary) earned a total income of US $ 0.14 million (equivalent to Rs.0.62 crore) and net loss of US $ 0.026 million (equivalent to Rs.0.12 crore) during the year ended December 31, 2010.

Parry Chemicals Limited (PCL)

The Company (a 100% subsidiary) earned a total income of Rs.0.47 crore for the year ended March 31, 2011 and Profit after Tax was Rs. 0.03 crore.

Coromandel Brasil Limitada

The Company, a Limited Liability Partnership incurred net loss of Brazilian Real 0.515 million (equivalent to Rs.1.33 crore) for the year ended December 31, 2010.

Technical Assistance Agreement with Foskor (Pty) Limited (South Africa)

Your Company along with its wholly owned subsidiary Company, CFL Mauritius Limited continues to hold 14.0% of equity of Foskor.

During the year the Company renewed the Technical Assistance Agreement with Foskor (Pty) Limited, South Africa, for a period of two years which would end on March 31, 2012. The relationship with Foskor continues to be mutually beneficial.

Joint Venture Companies

Tunisian Indian Fertilizers (TIFERT)

TIFERT, a joint venture Company, was formed in Tunisia in 2008, to set up a phosphoric acid plant. The plant which was originally expected to be commissioned by the first quarter of 2011 is delayed mainly due to the recent political developments in Tunisia and it is now expected that this plant would be commissioned by the second half of 2011-12. Your Companys strategic investment of a sum of about US $ 29 Million towards 15% equity stake in TIFERT is aimed at securing uninterrupted supply of phosphoric acid for the Companys operations.

Coromandel Getax Phosphates Pte Limited

The Joint Venture Company based in Singapore continued its efforts to explore opportunities for rock phosphate mining/sourcing.

Coromandel SQM India Private Limited

The Joint Venture Company, formed to set up a WSF Plant at Kakinada, Andhra Pradesh, has since secured all necessary statutory approvals. The Plant is expected to be commissioned during the course of the year (2011).

Safety, Health and Environment (SHE)

Companys focus on Safety, Health and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards.

Dividend

Your Directors recommend a Final Dividend of Rs.3/- per equity share. With this the total dividend for the year would be Rs.7/- per equity share including an interim dividend of Rs. 4/- per equity share paid to the Members. The Members may recall that a Dividend of Rs. 10.00 per equity share of Rs.2/- each (equivalent to Rs.5/- per equity share of the face value of Re.1/- each) was paid last year.

Consolidated Financial Results

A Consolidated Financial Statement incorporating the operations of the Company, its Subsidiaries and Joint Venture Companies is appended.

The Ministry of Corporate Affairs, has given a general exemption to Companies from publishing the Annual Report of its Subsidiary Companies wherever a Consolidated Statement has been appended. In view of this, the Annual Report of the Subsidiary Companies, i.e. Parry Chemicals Limited, CFL Mauritius Limited and Coromandel Brasil Limitada have not been annexed.

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Coromandel International Limited and its Subsidiary Companies on request and will also be kept for inspection in the Registered Office.

Awards/Recognition

Your Company continues to receive awards/accolades from Industry associations. During the year the Company received the following awards/accolades:

- Fertiliser Association of India Award for Best Operating Phosphoric Acid Plant received by Visak Plant

- CIIs National Award for excellence in Water Management was received by Visak Plant

- Energy Conservation Award for 2009-10 from NEDCAP, Dept. of Energy, Govt. of AP was received by Visak Plant

- Kakinada Plant received Commendation Certificate from CII- Exim Bank for "Significant Achievement" in Business Excellence

- Significant Achievement in HR Excellence at a National level by the Confederation of Indian Industries (CII).

- Dun & Bradstreet - Rolta Corporate Award 2009 in the Fertiliser sector.

- VOICE - the in house magazine received the Best House Magazine Award from the Public Relations Society of India, New Delhi at the National Awards.

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future

outlook, risks and concerns etc. is furnished separately and forms part of this Directors Report.

As per the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is annexed for information of the Members.

Directors

During the year under review, Mr V Ravichandran, consequent to his appointment as a Lead Director on the Corporate Board of Murugappa Group, resigned from the office of the Managing Director; however, he continues to serve on the Board of the Company as a Non Executive Director effective October 20, 2010.

In accordance with Article 121 of the Companys Articles of Association, read with Section 255, 256 and 262 of the Companies Act, 1956, Mr V Ravichandran, Dr B V R Mohan Reddy and Mr K Balasubramanian, are retiring at the ensuing Annual General Meeting.

The Board of Directors appointed Mr Kapil Mehan as an Additional Director and Managing Director effective October 19, 2010. The Company has received notice from a Member proposing his nomination for Directorship.

Auditors

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, are retiring and have informed that they do not wish to seek re-election as Auditors at the ensuing Annual General Meeting.

The Board records its sincere appreciation of the long association your Company had with M/s Price Waterhouse.

A Special Notice has been received from a Member proposing the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants, as Auditors.

Disclosures

Additional information on conservation of energy, technology absorption and foreign exchange earnings/outgo, as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this Report.

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

As required by Section 217 (2AA) of the Companies (Amendment) Act, 2000, Directors responsibility statement is annexed hereto and forms part of this report.

The disclosures as required under Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are annexed to this report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company in achieving good results, all round.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, financial institutions, mutual funds, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board

Place : Secunderabad A Vellayan

Date : April 21, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their report together with the audited accounts for the financial year ended March 31, 2010.

SUMMARY OF FINANCIAL RESULTS:

Rupees in crore 2009-2010 2008-2009

Income:

From Operations 6394.73 9374.98

Income from Business

Assistance Agreement - 158.59

Other 132.12 134.23

TOTAL 6526.85 9667.80

Profit:

Profit before Interest 843.04 949.03

Depreciation and Taxation

Less: Interest 75.37 84.72

Depreciation 59.23 56.13

Profit Before Tax 708.44 808.18

Less: Provision for Tax 240.24 311.80 (including FBT and deferred tax credit)

Profit after Tax 468.20 496.38

Add: Surplus brought forward 148.86 53.01

Amount available for Appropriation 617.06 549.39

Appropriation:

Interim Dividend (incl. dividend tax) 98.45 98.20

Proposed Final Dividend (incl. dividend tax) 65.43 65.47

Transfer from Debenture

Redemption Reserve - (13.14)

Transfer to General Reserve 250.00 250.00

Surplus retained in the Profit and Loss Account 203.18 148.86

Operations

Your Companys performance for the year under review has been quite satisfactory despite the monsoon playing truant during the Kharif season. All business units have significantly improved on operational performance over last year and the lower turnover is mainly on account of steep fall in the prices of fertiliser raw.materials and traded fertilisers.

The Fertiliser Plants at Visak and Kakinada, continued to establish a number of new records including record daily DAP/Complex production. Sale volume of fertilisers has gone up by nearly 34%. During the year Pesticides formulation volumes improved significantly thanks to higher sales through "Mana Gromor" retail outlets. The operations at the new manufacturing facilities commissioned at Ankhleshwar Unit have been stabilized.

Speciality nutrients business comprising of Water Soluble Fertilisers, Secondary and Micro Nutrients and Municipal Compost achieved increased market share despite adverse weather condition and increased competition.

The Mana Gromor Centres (MGC), which started in the year 2007, currently have more than 400 Centres operating across Andhra

Pradesh. During the year under review, sale of Life Style Products (LSP) were introduced in some of these centres. These centres in addition to selling Fertilisers and Pesticides also provide a number of value added services such as Technical Training, Soil Testing Facilities etc. Consequent to members approval, the Objects Clause was amended to provide for farm mechanization services being rendered to the farming community.

Coromandel International Limited - New Brand/New Image

During the year, the Company which is a flagship Company of the Murugappa Group, changed its name from Coromandel Fertilisers Limited to Coromandel International Limited (Coromandel) to reflect its growing business profile and its global presence. The Company also unveiled its new Brand identity through a new logo, vision statement and values reflecting its evolving persona. The new Brand building block Maximiser is a step to portray Coromandels entrepreneurial spirit going; beyond just pure fertiliser business which manifests in its global scale of operations and its internal resources, people, technology and processes, all being world class. The brand focus continues to be on maximising productivity, progress, protection and prosperity for the customers of Coromandel. It also gives a new dimension about maximizing internal progress for the new level of performance, employee engagement and governance.

Technical Assistance Agreement with Foskor (Pty) Limited (South Africa)

The relationship with Foskor continues to yield mutual benefits. Your Company along with its wholly owned subsidiary Company, CFL Mauritius Ltd. continues to hold 14.0% of equity of Foskor.

The two year Technical Assistance Agreement with Foskor (Pty) Limited, South Africa, came to an end in March 2010. The Company is in the process of renewing the Agreement for a further period of two years effective April 1, 2010.

Subsidiary Companies

CFL Mauritius Limited

The subsidiary Company earned a total income of US $1 5.91 million (equivalent to Rs. 76.22 crore) and net profit of US $ 14.70 million (equivalent to Rs.70.43 crore) during the year ended December 31, 2009 comprising mainly the dividend income received from Foskor against its investment in that Company.

Parry Chemicals Limited (PCL)

PCL which is a 100% subsidiary of your Company earned a total income of Rs. 0.57 crore for the year ended March 31, 2010 and the Profit after Tax was Rs. 0.02 crore.

Coromandel Brasil Limitada

Coromandel Brasil Limitada, the Limited Liability Company in Brazil incorporated last year commenced its operations and initiated product registration activities. The Company incurred net loss of Brazilian Reals 0.23 million (equivalent to Rs. 0.57 Crore) for the year ended December 31, 2009.

Joint Venture Companies

TIFERT

Tunisian Indian Fertilisers Company Limited (TIFERT) formed" in Tunisia to set up a phosphoric acid plant has achieved technical and financial closure and work on the Project is progressing well. Your Company has invested a sum of about US $ 29 Million towards 15% equity stake in TIFERT. The plant is expected to be commissioned by the first quarter of 2011. This strategic investment is aimed at securing uninterrupted supply of phosphoric acid for the Companys operations.

Coromandel Getax Phosphates Pte Ltd

The JV Company "Coromandel Getax Phosphates Pte Ltd" in Singapore formed for exploring the opportunities for rock phosphate mining/sourcing continued its effort during the year under review.

Coromandel SQM India Pvt Ltd

During the year under review, your Company along with SQM, Chile, world leaders in manufacturing Water Soluble Fertilisers (WSF) had formed a joint venture Company by name "Coromandel SQM India Pvt Ltd" to set up a WSF plant at Kakinada, Andhra Pradesh and is awaiting statutory approvals.

Safety, Health and Environment

Companys focus on Safety, Health and Environment (SHE) continued during the year under review across the locations. However during the year there was an unfortunate accident at the Kakinada Plant in which two operators lost their lives during ammonia ship unloading operations. The Company had immediately taken all necessary measures to provide necessary assistance to the affected families and to ensure that such incidents do not recur.

Dividend

Your Directors recommend a Final Dividend of Rs.4/- per equity share. With this the total dividend for the year would be Rs.10/- per equity share including an interim dividend of Rs. 6/- per equity share paid to the members. The Members may recall that a Dividend of Rs. 10.00 per equity share was paid last year.

Consolidated Financial Results

A Consolidated Financial Statement incorporating the operations of the Company, its subsidiaries, Joint Venture Companies and Associate Company has been appended.

The Ministry of Corporate Affairs, while exercising its powers under Section 21 2 (8) of the Companies Act, 1 956 has exempted the Company from publishing the Annual Report of its subsidiary Companies since a Consolidated Statement has been appended. In view of this, the Annual Report of the Subsidiary Companies, i.e. Parry Chemicals Limited, CFL Mauritius Limited and Coromandel Brasil Limitada have not been annexed.

However, the Accounts of the Subsidiary Companies and the related information will be made available to the Members of Coromandel International Limited and its Subsidiary Companies on request and will also be kept for inspection in the Registered Office.

Awards/Recognition

Your Company continues to receive a number of awards/accolades from Industry associations. During this year your Company received the following awards/accolades:

- Fertiliser Association of India Award for Best Production performance for Complex Fertilisers received by Kakinada Plant

- Fertiliser Association of India - Environment Protection Award for Complex Plant at Visak

- Fertiliser Association of India Award for Best Video Film on Gromor NPK 19:19:19 Water Soluble Fertilisers

- Visak and Kakinada Plants received the commendation from Cll for its strong commitment to excel in the Cll-Exim Bank Business Excellence Award

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors Report.

As per the requirements of the Listing Agreement with Stock Exchanges, a report on Corporate Governance duly audited is annexed for information of the Members.

Directors

In accordance with Article 121 of the Companys Articles of Association, read with Section 255, 256 and 262 of the Companies Act, 1956, Mr M K Tandon and Mr A Vellayan are retiring at the ensuing Annual General Meeting and are seeking re-election.

The Board of Directors appointed Mrs Ranjana Kumar as an Additional Director effective March 19, 2010. The Company has received notice from a Member proposing her nomination for Directorship.

Auditors

M/s Price Waterhouse, Chartered Accountants, Auditors retire at . the ensuing Annual General Meeting and are eligible for reappointment.

Auditors Report

The Auditors in their report have observed that subsidy income estimation for the year is based on managements understanding/ estimates under the subsidy scheme in vogue for the year ended March 31, 2010.

The Board is of the view that the Company has consistently been following a prudent method of accrual/recognizing subsidy income based on managements understanding/estimate of the likely subsidy receivable under the prevalent Subsidy Scheme.

Disclosures

Additional information on conservation of energy, technology absorption and foreign exchange earnings/outgo, as required to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of this Report.

A statement concerning employees as required by Section 21 7(2A) of the Companies Act, 1 956 is attached to this report.

As required by Section 217 (2AA) of the Companies (Amendment) Act, 2000, Directors Responsibility Statement is annexed hereto and forms part of this report.

The disclosures as required under clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1 999 are annexed to this report for information of the Members.

Acknowledgement

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company in achieving overall good results.

The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company from State Bank of India and other Banks, financial institutions, as well as from various Government bodies both at the Centre and the State.

On behalf of the Board

Place : Secunderabad A Vellayan Date : April 22, 2010 Chairman

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