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  • Company Info.

    Rashtriya Chemicals & Fertilizers Ltd.

    Management Team



    Market Cap.(`) 8435.31 Cr. P/BV 1.84 Book Value (`) 83.20
    52 Week High/Low ( ` ) 190/101 FV/ML 10/1 P/E(X) 8.73
    Book Closure 20/12/2023 EPS (`) 17.52 Div Yield (%) 3.47
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. S C MudgerikarChairman & Managing Director
    2 Ms. Nazhat J ShaikhDirector - Finance & CFO
    3 Mr. Gopinathan Nair AnilkumarIndependent Director
    4 Ms. Aneeta C MeshramGovernment Nominee Director
    5 Mr. Sanjay RastogiGovernment Nominee Director

    Key Executives
    Sr.No.NameDesignation
    1 Mr. Jai Bhagwan SharmaExecutive Director & Company Secretary
    2 Mr. Gopalan SeshadriExecutive Director
    3 Mr. Anil P DandekarExecutive Director
    4 Ms. Sunita ShuklaExecutive Director
    5 Mr. Sandeep P SinkarExecutive Director
    6 Mr. Nuhu H KuraneExecutive Director
    7 Mrs. Jyoti V PatilGeneral Manager
    8 Mr. Sameer S RastogiChief Vigilance Officer
    9 Mr. Rajiv PandeExecutive Director
    10 Mr. Niranjan S SonakChief General Manager
    11 Mr. Sharad S SonawaneChief General Manager
    12 Mr. M RameshGeneral Manager
    13 Mr. Rajeev V DhobleGeneral Manager
    14 Mr. Pramod D GodaseGeneral Manager
  • Rashtriya Chemicals & Fertilizers Ltd.

    Directors Report



    Market Cap.(`) 8435.31 Cr. P/BV 1.84 Book Value (`) 83.20
    52 Week High/Low ( ` ) 190/101 FV/ML 10/1 P/E(X) 8.73
    Book Closure 20/12/2023 EPS (`) 17.52 Div Yield (%) 3.47
    You can view full text of the latest Director's Report for the company.
    Year End :2023-03

    DIRECTORS’ REPORT

    Dear Members,

    The Directors of your Company have pleasure in presenting
    this 45th Annual Report on the working of your Company
    together with the Audited Financial Statements for the
    year ended March 31, 2023.

    FINANCIAL PERFORMANCE

    Particulars

    2022-23

    2021-22

    Total Income (Net)

    21594.84

    12948.62

    Total Operating Cost

    19978.35

    11822.90

    Operational Profit

    1616.49

    1125.72

    Depreciation/Impairment

    212.12

    183.55

    Finance Cost

    223.86

    125.89

    Profit before exceptional items

    1180.51

    816.28

    Net Exceptional Items (income)
    /Expense

    (93.47)

    (127.63)

    Profit before Tax

    1273.98

    943.91

    Provision for Tax (including
    deferred Tax liability/ Asset)

    306.83

    239.55

    Net Profit

    967.15

    704.36

    Retained Earnings

    Add / (less): Re-measurement
    of Defined Benefit Plan

    (35.76)

    (9.19)

    Less: Dividend Paid (Previous
    Financial Year)

    226.19

    172.68

    Less: Balance Transferred to /
    (from ) General Reserve

    705.20

    522.49

    During the year, the major factors improving your
    Company’s profitability before tax are as under:

    a. Higher margins of Industrial products and Complex
    Fertilizers contributed to higher profitability.

    b. Better energy efficiencies at Thal Unit improved Urea
    margins.

    c. Reduction in interest rates as well as lower working
    capital requirement resulted in reduction in Finance
    costs.

    MEMORANDUM OF UNDERSTANDING WITH
    GOVERNMENT OF INDIA

    Your Company has been entering into a Memorandum
    of Understanding (MoU) with the Ministry of Chemicals &
    Fertilizers, Government of India, setting the performance
    parameters and targets every year. Your Company has
    secured "Very Good” rating for the year 2021-22.

    The performance rating for 2022-23 MoU is yet to be
    finalised by the Government and the Company expects to
    achieve "Very Good” ratings this year.

    DIVIDEND

    Although your Company has lined up a number of capex
    programmes which will entail substantial expenditure,
    considering the consistent profits being made by the
    Company and based on the Company’s performance, your
    Directors are pleased to recommend a final Dividend of
    ' 3.70 per equity share of ' 10/- each for the financial year
    2022-23. Your Board had earlier approved payment of
    interim dividend of ' 1.60 per equity share of ' 10/- each for
    the financial year 2022-23, at its meeting held on November
    29, 2022 and same was paid on December 27, 2022. The
    total dividend for the financial year 2022-23 amounts to
    ' 5.30 per equity share (Previous year ' 3.85 per equity
    share), and would involve a total cash outflow of ' 292.39
    Crore consisting ' 88.27 crore as interim dividend and
    ' 204.12 crore as final dividend (' 137.92 Crore in the previous
    year). The final dividend pay-out is subject to the approval of
    members at the ensuing Annual General Meeting.

    APPROPRIATION TO GENERAL RESERVES

    Your Company earned a net Profit after Tax of ' 967.15 Crore
    (' 704.36 Crore in the previous year). Re-measurement of
    defined benefit plans resulted in loss of ' 35.76 crore
    (previous year ' 9.19 crore). The dividend pay-out pertaining
    to financial year 2021-22 was ' 137.92 Crore (' 98.20 Crore
    pertaining to financial year 2020-21) and interim dividend
    pertaining to financial year 2022-23 was ' 88.27 Crore
    (' 74.48 Crore pertaining to financial year 2021-22).The
    balance amount of ' 705.20 Crore (' 522.49 Crore in the
    previous year 2020-21) was transferred to General Reserves.

    UPGRADATION OF NAVRATNA STATUS

    Your Company has been accorded the ‘NAVRATNA’ CPSE
    status by the Government of India on August 29, 2023
    which provides greater autonomy and enhanced financial
    delegation to the Board of Directors. Your Company
    is the first PSU in fertilizer sector to be elevated to
    NAVRATNA Category. This recognition is a testament to
    RCF team’s (Past & present) dedication and commitment
    to the chemicals & fertilizers Sector. With the coveted
    NAVRATNA status, your Company further commits itself
    towards playing a more decisive and significant role in our
    country’s growth and prosperity.

    AWARDS WON

    As in the past, your Company has won many awards
    during the year 2022-23, some of which are as under:

    Trombay Unit

    • "22nd Annual Greentech Environment Award 2022”
    for outstanding achievements in "Environment
    Protection” category.

    • FICCI Award-2022 for Sustainability-Excellence in
    Safety in Chemical Sector.

    • Greentech EHS Best Practice International Award
    2023 under EHS best Practices Category.

    • 3rd prize in 17th state level Energy Conservation Award
    (MEDA) in Industry General Category.

    • National Safety Council of India awards 2022
    (Appreciation Certificate) in recognition for good
    performance in OSH during 2019-2021.

    Thai Unit

    • "Certificate of Merit” from NSC India in Safety
    Seminar organized by NSC-India

    • Growcare Occupational Health and Safety Award
    2022

    • Greentech Effective EHS Culture award

    • Merit Certificate in NSC I seminar

    • HWP Thal received 3rd Prize in NSC I seminar

    Others:

    • Governance Now 9th Edition PSU Award in category
    "Technology initiative in Vigilance in PSUs

    OPERATIONAL RESULTS
    Thal Unit

    During the year, the unit produced 18.80 lakh MT of Urea
    compared to 18.59 lakh MT produced during the previous
    year. In terms of nutrients in the fertilisers, the unit
    produced 8.65 lakh MT of N during the year, compared to
    8.55 lakh MT during previous year.

    Trombay Unit

    The Trombay Unit produced 3.16 lakh MT of Urea & 6.43
    lakh MT of Suphala 15:15:15 during the year compared to
    3.26 lakh MT of Urea & 5.71 lakh MT of Suphala 15:15:15
    produced during the previous year. In terms of Nutrient
    values, the unit produced 2.42 lakh MT of N, 0.96 lakh MT
    of P2O5 and 0.96 lakh MT of K2O during the year compared
    to 2.36 lakh MT of N, 0.86 lakh MT of P O and 0.86 lakh
    MT of K2O respectively during the previous year.

    INDUSTRIAL PRODUCTS

    Your Company produces industrial chemicals at both its
    units. During the year, your Company produced approx.
    5.79 lakh MT of various major industrial chemical products
    as against approx. 6.52 lakh MT during the previous year.
    Your Company produces, amongst others, Ammonium
    Nitrate Melt, Ammonia, Ammonium Bicarbonate, Dilute
    Nitric Acid 58%, Conc. Nitric Acid 98%, Strong Nitric Acid,
    (72% & 68%), Methyl Amines (Mono, Di, Tri), Sulphuric
    Acid, Argon, Nitrogen, Dimethyl Acetamide, Phosphoric
    Acid 27%, Sodium Nitrate / Nitrite, Refrigerant Ammonia,
    Water, Methanol, Gypsum, Chalk etc.

    MARKETING PERFORMANCE
    FERTILIZER DIVISION

    Your Company achieved sales volume of 33.14 lakh MT
    during the year 2022-23 as compared to 30.80 lakh MT
    during the previous year. Your Company sold 22.09 lakh MT
    of Urea, 6.10 lakh MT of Suphala 15:15:15, 0.05 Lakh MT of
    Suphala 10:26:26, 4.47 lakh MT of other bought out products

    i.e. DAP, MOP, Imp NPK etc. , 0.38 lakh MT of tie products and

    0. 05 Lakh MT of value added products as compared to 22.08
    lakh MT of Urea, 5.87 lakh MT of Suphala 15:15:15, 2.31 lakh
    MT of other bought out products i.e. DAP, MOP, Imp. NPK
    etc. 0.49 lakh MT of tie products and 0.05 Lakh MT of value
    added products during the previous year. The Total sale of
    manufactured fertilizers (Urea & NPK) during 2022-23 was
    28.23 lakh MT as against 27.95 lakh MT during the previous
    year. Sales of manufactured fertilizers registered growth of
    1 % over previous year.

    Your Company sold 4.47 LMT Imported fertilizers products

    1. e. DAP, MOP and Imp NPK etc. as compared to 2.31 LMT
    during previous year. Sales of imported fertilizers registered
    growth of 94 % over previous year.

    The sale of Biola picked up momentum during the year.
    Biola sale registered growth of 13 % touching 151 KL during
    the year as against 134 KL in the previous year. The sale
    of manufactured water soluble fertilizers under the brand
    name ‘Sujala’ touched 4247 MT during the year as against
    5056 MT sold in the previous year. Other products such as
    Microla, pH balancer, Silica and OGS also registered healthy
    volumes during the year.

    During the year, your Company has achieved the following
    milestones:

    > Highest ever sale of 33.14 LMT of fertilizers, which is an
    increase of 8 % over last year. This is highest sale after
    2015-16.

    > Sold 4.47 LMT of imported products, which is an
    increase of 94% over last year.

    > Highest ever sale of 6.10 LMT of Indigenous 15:15:15.

    > Highest ever sale of 2.98 LMT of Imported DAP.

    > Highest ever sale of 1.20 LMT of Imported 20:20:0:13.

    > First time the Company has sold PDM and PROM
    under tie-up and sold 8,764 MTs & 2,982 MTs
    respectively.

    > Highest ever sale of 151 KL of Biola which is highest
    sold quantity in last 10 years. Last year’s sale was
    134 KL

    INDUSTRIAL PRODUCTS DIVISION

    Industrial Products Division has achieved the highest ever
    sales turnover of ' 3406.03 Crore as against ' 2424.73
    Crore during the previous year. Your Company has registered

    increase in sales of IPD products and better realisation due
    to lower RLNG prices and resultant reduction in cost of
    production coupled with increasing demand and focussed
    marketing strategies. Sales of Ammonium Nitrate Melt,
    Dimethyl Acetamide, Sulphuric Acid, STP Water, Argon,
    Refrigerant Ammonia, Nitrogen, Phosphoric Acid 27% &
    Chalk was increased during the year.

    During the year, your Company has achieved the following:

    1. Highest ever sale of AN melt of 1,75,694 MT.

    2. Highest ever sale of Refrigerant Ammonia of 1,046 MT.

    3. Highest ever sale of Phosphoric Acid 5,175 MT.

    EXPORTS

    Considering the nature of products manufactured by your
    Company and indigenous demand, the scope for export
    is very limited. However, your Company successfully
    popularized its Ammonium Bicarbonate (ABC) brand in the
    overseas market through third party export. During financial
    year 2022-23, your Company has done third party export of
    Ammonium Bicarbonate (ABC) under “
    MRUDULA” brand to
    the tune of ' 70.97 lakh as against ' 59.26 lakh during the
    previous year.

    IMPORT OF UREA ON GOVERNMENT ACCOUNT

    • Your Company has been designated as State Trading
    Enterprise (STE) in October, 2019 for Import of Urea
    on Government Account. Based on the instructions of
    Department of Fertilizers (DoF), RCF imported approx.
    25.26 lakh MT quantity of Urea through issue of total
    Two (2 Global tenders during the year 2022-23.)

    • DOF has also assigned RCF the responsibility for
    execution of Urea imports under Long term Agreement
    (LTA) between M/s. OQ Trading & Govt. of India (DOF)
    w.e.f. February 2022 onwards for a period of 3 years
    (till January 2025), for a Quantity of 10 lakh MT /- 10%
    per annum on FOB basis. Accordingly in FY 2022-23,
    Twenty Three (23) Urea shipments have been shipped
    from OQ Trading Ltd. under this LTA, with a total
    quantity of approx. 10.01 Lakh MT.

    • In order to cater to the emergent Fertilizer requirement
    by Sri Lanka, based on the instructions of DOF, RCF
    supplied approx. 65,000 MT of Urea to M/s. Colombo
    Chemicals & Fertilizers Ltd. (CCFL), Sri lanka in two
    shipments during the month of July & August 2022,
    under Short term line of Credit of USD 55 MN provided
    by Govt. of India to Govt. of Sri Lanka in order to avert
    the Fertilizer shortage crisis in Sri Lanka.

    • An MOU was signed between Govt. of India & Govt.
    of Nepal on 28.02.22, wherein it has been decided
    that Govt. of India will supply Urea & DAP (Fertilizers)
    to Nepal for next five years period under the G2G
    Agreement. Further RCF has been nominated as the
    State Trading Enterprise (STE) by DOF for execution of

    this MOU on behalf of Govt. of India and accordingly
    based on this MOU a separate financial Agreement
    was signed on 18.07.22 by RCF & M/s. Krishi Samagri
    Company Limited (KSCL)-Nepal who is the nominated
    agency by Govt. of Nepal. Under this agreement and
    as per the initial requirement provided by M/s. KSCL-
    Nepal, the first shipment of 30,593.30 MT Bagged Urea
    have already been delivered to KSCL, Nepal at their
    three designated warehouses in Biratnagar, Birgunj &
    Bhairahawa located in Nepal.

    ATMANIRBHAR BHARAT

    Under ‘Atmanirbhar Bharat Abhiyan’, following initiatives

    are taken by your Company:

    • Increased Complex Fertilizer (NPK 15:15:15)
    Production:

    Your Company has enhanced the production of Suphala
    NPK (15:15:15) by installation of additional spherodizer
    and associated system. During FY 2022-23, highest
    ever production (6.382 Lakh MT) of Suphala (15:15:15)
    was achieved.

    • Optimizing production of Industrial Chemicals:

    Your Company is manufacturing various Industrial
    Chemical products having high brand values. Plants
    manufacturing industrial chemical products like
    Ammonium Nitrate, Ammonium Bicarbonate, Nitric
    Acid, Concentrated Nitric acid and Sulphuric acid are
    operated at optimum level to meet the market demand.

    • Setting up New AN Melt Plant:

    In order, to meet the growing power need of the country,
    enhancement in domestic production of AN melt is
    very important. Therefore, your Company is setting¬
    up new AN Melt plant of 425 MTPD at RCF Trombay
    unit with latest and energy efficient technology. The
    additional production from this AN melt project shall be
    substituting the existing imports, leading to improved
    availability of Coal to the power plants and hence in
    turn shall ensure power security to the common people.

    • Setting up Liquid Nano Urea plant:

    Your Company is setting-up liquid Nano Urea plant of
    75 KL per day at RCF Trombay unit using indigenous
    technology, developed by M/s IFFCO. Nano Urea
    is expected to be more efficient as compared to
    conventional Urea.

    • Setting up new NPK Fertilizer plant at Thal:

    In order to increase domestic supply of DAP/NPK
    fertilizer, your Company is exploring possibility of setting
    up NPK Fertilizer of 1200 MTPD (in terms of DAP) plant
    at Thal subject to economic viability.

    AGRICULTURE EXTENSION ACTIVITIES

    RCF has undertaken several agriculture extension activities

    so as to educate the farmers on efficient use of agro-inputs

    and provided know-how on improved and scientific methods
    of cultivation contributing to increase in their farm yield.
    Some of the services so undertaken during the year are as
    under:

    1. Soil Sample Analysis: 48,689 number of NPK and

    13,718 number of Micro-nutrient analysis have been
    done and Soil Health Cards distributed.

    2. Kisan Suvidha Kendras: 100 Kisan Suvidha Kendras
    were operated at different districts of Maharashtra
    & Karnataka for educating & imparting Agricultural
    extension services to the farmers at the field level,

    3. Farmer Training Centres are operational at Thal and
    Nagpur for imparting residential training to farmers.
    A total of 44 programs were undertaken benefitting
    2979 farmers during the year.

    4. RCF Kisan Care Toll Free service 1800-22-3044 was

    operated for imparting Agricultural information to
    the farming community.

    5. RCF Sheti Patrika: 7.20 lakh copies of RCF Sheti
    Patrika (Marathi edition) covering the relevant
    subjects pertaining to Agriculture and allied fields
    were printed & distributed to farmers.

    6. Doordarshan: RCF sponsored and promoted popular
    TV programs like Krishi Samruddhichi Gurukilli for
    sharing of Agriculture Knowledge and RCF Suphala
    DD Sahyadri Krishi Sanman Puraskar for motivating
    farmers.

    7. Social Media: Information has been shared
    through Social Media (WhatsApp, Facebook,
    Twitter, Instagram, and You Tube) with handle @
    rcfkisanmanch.

    8. Agricultural Extension Services: 3218 Field
    Demonstrations, 209 Soil Testing Days, 460 Farmers’
    Meetings, 55 Krishi Melas, 10 Veterinary Camp/Rural
    Sports, 58 Exhibitions, etc. were organized for the
    benefit of the farmers.

    9. Adoption of Villages for Promotion of City Compost:

    6 villages from Maharashtra & Karnataka were
    selected for promotion of City Compost.

    MATERIAL CHANGES AND COMMITMENT
    AFFECTING FINANCIAL POSITION OF THE
    COMPANY

    In the matter of Arbitration between Rashtriya Chemicals
    and Fertilizers Limited ("the Claimant”) and Thermax
    Limited, ("Contractor/ Respondent”) regarding recovery
    of damages, losses, etc. for breakdown of two Gas Turbo
    Generator (GTGs), an award has been passed by an
    Arbitral Tribunal consisting of Sole Arbitrator on June 5,
    2023. The Sole Arbitrator has passed an Award in favor of
    RCF (Claimant) and directed the Contractor (Respondent)

    to repair and reinstate both the GTGs at company’s plant
    at their own cost and expenses under the defect liability
    clause. The Arbitrator has also allowed the Company’s
    claim on additional expenditure incurred on power and
    directed the Contractor to pay ' 173. 72 Crores with
    interest @ 10% from the date of claim and a sum of ' 95
    Lakhs as arbitration cost to the Company.

    RISK MANAGEMENT

    Pursuant to Securities and Exchange Board of India
    (Listing Obligations and Disclosure Requirements)
    Regulations, 2015, the Company has framed a Risk
    Management Policy for risk assessment and minimization
    procedures. The Risk Management Policy developed with
    the objective of having a balanced approach towards
    business plan and mitigating the associated risks, is
    in place. The system identifies better management
    practices to ensure greater degree of confidence amongst
    various stakeholders and facilitates good Corporate
    Governance practice. All risks associated with Operations,
    Environment, Finance, Marketing, Human Resource,
    Legal, Information Technology Security, Projects etc.,
    are continuously monitored. The degree of impact of the
    perceived risks is further graded into high, medium and
    low and the probability of the occurrence of each risk is
    also classified into Unlikely and likely. In order to mitigate
    losses arising out of such perceived risks, appropriate
    procedures are being adopted to contain the risks. Also
    the practices adopted during emergencies, including
    the communication system and mode of disseminating
    information are periodically reviewed and updated to
    minimize the impact on the Company. Quarterly report in
    respect of the same is presented to the Board.

    The Board of Directors had constituted Risk Management
    Committee to identify elements of risk in different areas
    of operations and to develop policy for actions associated
    to mitigate the risks. The Committee on timely basis
    informs the Board of Directors about risk assessment
    and minimization procedures which in the opinion of the
    Committee may threaten the existence of the Company.
    The details of Risk Management Committee are included
    in the Corporate Governance Report.

    MAJOR EXPANSION AND DIVERSIFICATIONS

    The status of major projects undertaken by your Company
    is as under:

    PROJECTS UNDER IMPLEMENTATION
    Trombay Ammonia V Plant Revamp (KBR Scheme):

    Ammonia-V revamp project is being implemented as a part
    of energy improvement schemes to meet the new energy
    norms for Trombay Unit. The estimated project cost is
    ' 101.88 Crore. The Basic Engineering is being done by
    M/s KBR and Detail Engineering is being done by PDIL.
    The scheme is envisaged to result in energy saving of 0.25
    Gcal/MT of Ammonia. Expected project completion is by
    April 2024.

    New AN Melt Plant at Trombay:

    Your Company is setting-up new AN Melt plant of 425
    MTPD at RCF Trombay unit with latest and energy efficient
    technology. The work order for execution of the project on
    LSTK basis is awarded to M/s Larsen & Toubro Limited. The
    estimated Project Cost is ' 187 Crore. Site work is in progress.
    The project is scheduled to be completed by Sept. 2024.

    ETP up-gradation at Thai:

    Upgrading the existing Effluent Treatment Plant for treating
    10,000 M3/day effluent to ensure the quality of treated
    effluent as against discharge to sea is recycled for reuse in
    plant. In 1st phase, around 5000 m3/day treated water will be
    recycled. Estimated cost of 1st Phase is ' 66.72 Crore. Work
    Order has been issued to M/s Ion Exchange Ltd.

    In 2nd phase, balance effluent will be recycled, to achieve
    "Zero Liquid Discharge” goal. Action for 2nd Phase has been
    initiated. Detailed Feasibility Report (DFR) under preparation
    by Consultant.

    Nano Urea plant:

    Nanotechnology is an emerging field with potential to provide
    efficient nutrient management. Nano Urea is expected to
    reduce the use of Urea. RCF is setting up Nano Urea Plant
    of 75 KL per day capacity at Trombay based on IFFCO
    Technology. As a part of getting Environment Clearance,
    Public Consultation was held on 02.03.2023. The estimated
    Project Cost is ' 238 Crore.

    PROJECTS UNDER CONSIDERATION
    Setting up new NPK Fertilizer plant at Thai

    RCF is exploring possibility of setting up NPK Fertilizer plant
    at Thal subject to its economic viability. Administrative
    approval from DoF has been received. PDIL has been lined
    up for preparation of Detailed Feasibility Report (DFR)
    and Environment Impact Assessment (EIA) report for
    Environment Clearance. As a part of getting Environment
    Clearance, Public Consultation and Form-II for EC was
    submitted on MOEF&CC’s Parivesh portal on 03.05.2023.
    Tender for selection of LSTK Contractor has been floated.
    The estimated Project Cost is ' 914.58 Crore including taxes,
    duties and working capital

    Zero Liquid Discharge scheme at Trombay

    RCF is exploring the possibility of setting up Zero Effluent
    Discharge (ZED) plant to treat the effluent generated and to
    recover & recycle the water in the process at Trombay unit. The
    objective of the scheme is to achieve Zero Liquid Discharge
    (ZLD) for RCF Trombay. Detailed Feasibility Report (DFR)
    received from Consultant. Estimated Project cost is ' 99.78
    Crore. Project is expected to be completed by Sept. 2025.

    Briquette Fired Boiler at RCF Thal

    With an aim to produce low cost steam, RCF is setting up
    Briquette Fired Boiler at RCF Thal. The low cost steam shall
    help in reducing the variable cost of chemicals. Work Order is

    awarded to M/s Forbesvyncke Pvt. Ltd. The estimated project
    Capital Cost is ' 25.7 Crore plus taxes as applicable.

    JOINT VENTURE PROJECTS
    Coal Based Fertilizer Plant at Talcher:

    Your Company, along with Coal India Limited (CIL), Gas
    Authority of India Limited (GAIL) and Fertilizer Corporation of
    India Limited (FCIL), is setting-up a Coal Gasification based
    fertilizer complex, comprising of 2200 MTPD Ammonia plant
    and 3850 MTPD Urea plant, at FCIL, Talcher, Odisha. Land
    and certain facilities needed for the project are provided by
    FCIL. The project will utilize state-of-the-art Coal Gasification
    Technology from M/s Air Liquid Products (erstwhile M/s Shell
    Eastern). A joint venture company ‘Talcher Fertilizers Limited’
    has been incorporated for establishing and operating Coal
    Gasification based Fertilizer complex.

    The project is of strategic importance for the country as it
    aims to make breakthrough for an alternative source of
    feedstock in the form of abundantly available coal from
    domestic sources in place of natural gas. Success of this
    project is expected to be a game changer and shall pave a
    way forward to the production of chemicals and fertilizers
    from coal leading to lesser RLNG imports. It will also help
    in meeting much needed Urea production capacity for the
    eastern part of the Country.

    The estimated Project capital cost is approx. ' 17,080.69
    (±10%) Crore (RCF share is ' 2,169.67 (±10%) Crore).
    M/s Wuhuan Engineering, China has been engaged as
    LSTK contractor for Coal Gasification and Ammonia/Urea
    packages of the project valuing approx. ' 8000 Crore. Site
    activities are in progress. The commissioning of the project is
    scheduled to be completed by September 2024.

    SUBSIDIARY AND OTHER JOINT VENTURE
    COMPANIES

    A separate statement containing the salient features
    of financial statements of all the joint ventures of your
    Company forms part of consolidated financial statements
    in compliance with Section 129 and other applicable
    provisions, if any, of the Companies Act, 2013. The financial
    statements of the joint ventures and related information are
    available for inspection by the members electronically up to
    the date of the Annual General Meeting (AGM) as required
    under Section 136 of the Companies Act, 2013. Any member
    seeking to inspect such documents are requested to write
    to the Company at investorcommunucations@rcfltd.com.
    The financial statements including the consolidated financial
    statements and all other documents required to be attached
    to this report have been uploaded on the website of your
    Company (www.rcfltd.com).

    JOINT VENTURE COMPANY

    FACT-RCF Building Products Ltd. (FRBL), Kochi

    Your Company has formed a Joint Venture Company with
    Fertilizers and Chemicals Travancore Limited (FACT) by
    incorporating FACT-RCF Building Products Ltd. to set up a

    Rapidwall project at Kochi. Both your Company and FACT
    have 50:50 equity holding in the Company. Production has
    been suspended owing to expected takeover of the Plant
    & Machinery by the ARC. The company is undertaking only
    project management services at present.

    The audited financial statements of FRBL as at March
    31,2023 reported loss of ' 7.90 Crore, thus resulting in
    accumulated loss of ' 216.89 Crore.

    Urvarak Videsh Limited (UVL)

    Urvarak Videsh Limited (UVL) was incorporated on 18th
    July, 2008 as Special Purpose Vehicle (SPV) with equity
    participation of Rashtriya Chemicals and Fertilizers
    Limited(RCF), National Fertilizers Limited (NFL) and Krishak
    Bharti Co-operative Limited (KRIBHCO) with the object of
    setting up joint venture in India and abroad for manufacturing,
    mining, long term tie ups for Nitrogenous, Phosphatic and
    Potassic Fertilizers and fertilizer raw materials including
    exploring the possibility of making investments and
    rendering Consultancy services, etc. The company explored
    many alternatives to take up various projects but the same
    did not fructify due to want of funds as UVL business
    objective requires heavy capital investment. As the company
    could not take up any business, the Board of UVL has
    decided to declare the company as a Dormant company
    for the time being in terms of the provision of section 455 of
    the Companies Act, 2013 as the keeping the status of the
    company as active was not serving any purpose.

    The Audited financial statements of UVL as at March
    31, 2023 reported loss of ' 58,500/-, thus resulting in
    accumulated loss of ' 0.49 Crore.

    Talcher Fertilizers Limited (TFL)

    Your Company has formed a Joint Venture company, with
    Coal India Limited (CIL), GAIL (India) Limited (GAIL) and
    Fertilizer Corporation of India Limited (FCIL), with the name
    Talcher Fertilizers Limited for revival of FCIL’s fertilizer unit
    at Talcher by establishing and operating coal gasification
    based fertilizer complex. Equity participation of RCF, CIL
    and GAIL is 31.85 % each and that of FCIL is 4.45%. The
    company is yet to start its operations.

    During the year, your Company has infused ' Nil Crore in TFL.

    The audited financial statements of the said Company as at
    March,31 2023 reported a loss of ' 2.52 Crore, thus reducing
    in accumulated loss to ' 24.66 Crore.

    Consolidated Financial Statement

    The Consolidated Financial Statement of your Company has
    been prepared by taking into consideration Joint Venture
    Companies i.e. FACT-RCF Building Products Limited, Urvarak
    Videsh Limited and Talcher Fertilizers Limited.

    The Consolidated financial statements have been prepared
    under equity method along with Company’s standalone
    financial statements.

    SUMMARY OF FINANCIAL PERFORMANCE

    Particulars

    2022-23

    2021-22

    Total Income (Net)

    21594.84

    12948.62

    Total Operating Expenses

    19978.35

    11822.90

    Operational Profit

    1616.49

    1125.72

    Depreciation/Impairment

    212.12

    183.55

    Finance Cost

    223.86

    125.89

    Share /(loss) of Associates/JVs

    (0.84)

    (1.97)

    Profit before Exceptional Item

    1179.67

    814.31

    Exceptional Item (income) /
    Expense

    (93.47)

    (127.63)

    Profit before Tax

    1273.14

    941.94

    Provision for Tax (including
    deferred Tax liability/ Asset)

    306.83

    239.55

    Net Profit after tax

    966.31

    702.39

    RESEARCH AND DEVELOPMENT

    Your Company has taken up several Research and
    Development (R & D) projects, some of which are for
    commercial scale design and engineering. They are as
    under:

    Vipula- Suspension NPK Fertilizer

    Vipula - a new innovative Suspension NPK Fertilizer with
    NPK 10:10:10 was launched on 6th May, 2022 at the hands
    of Honourable Union State Minister for Chemical and
    Fertilizers Shri Bhagwanth Khuba in presence of C&MD
    and other Senior Managers of RCF. Product in suspension
    form is formulated for ease of application. The suspension
    fertilizers consist of insoluble solid active ingredients
    dispersed (normally at high concentration) in water.
    Suspension concentrates have shown a rapid development
    in the past, mainly due to their several benefits such as
    no dust, no problem of toxicity or flammability due to
    solvents and good efficiency due to the smaller particle
    size. It is also in low packaging volume.

    Shubhada - Multi-Micro Nutrient Fertilizer:
    Addressing ‘Hidden Hunger’

    Shubhada a Micronutrient Mixture Fertilizer contains various
    nutrients and controls physiological disorders and nutrient
    deficiencies. It promotes essential plant processes and
    growth, which translates into nutrient-rich food for animals
    and humans, improves absorption and utilization of other
    nutrients applied to the soil, increases yield and ensures
    better quality. The plant operations were commenced on
    17th December 2022.

    Polyhouse: Precision Agriculture

    Polyhouse is a type of greenhouse where specialized
    polythene sheet is used as a covering material under
    which the crops can be grown in partially or fully controlled
    climatic conditions. It protects the crops from wind, rain,
    radiation, precipitation and other climatic factors. It creates

    microclimate surrounding the crops that help in maximum
    growth regarding production and quality. With a maximum
    level of automation, the number of manual activities,
    dependency on labor and overall labor cost can be drastically
    reduced.

    Hydroponics is a method of growing plants in a water
    based, nutrient rich solution without soil. It is fast becoming
    a popular around the world due to its more sustainable
    approach than the usual growing methods - soil cultivation.

    In view of the above, a polyhouse cum hydroponic unit of
    around one acre is being constructed at opposite to ETP
    plant. The unit will be helpful for testing new agro products
    on different crops round the year irrespective of the season
    and weather conditions.

    The hydroponics facility (Polyhouse) is ready for conducting
    trials.

    Organic fertilizer: PROM

    PROM is a phosphate-rich organic manure that improves the
    physical, chemical, and biological properties of the soil and
    increases crop production. It improves the resistance power of
    crops against various diseases. It can be used for all cereals,
    pulses, vegetables, fruits, and flowers for all plants Flowers,
    vegetables or crops. It Increases availability of nutrients in
    soil and plant. CO2 is released during decomposition and
    helps to reduce the alkalinity of the soil. The organic manure
    ensures availability of phosphate for the next crop unlike
    DAP (Diammonium Phosphate) that has to be applied for
    every crop. Use of organic manure reduces the soil demand
    for phosphate. PROM can cut down subsidy outflow on DAP.

    Phosphate rich organic manure (PROM) has been formulated
    successfully and this meets all the norms of Fertilizer
    (Control) Order (FCO), 1985 (Amended July,2021). In view
    of the national vision of "Atmanirbhar Bharat” and to meet
    the growing domestic demand for organic fertilizers RCF is
    setting up a new 18000 MTPA PROM plant having latest
    environment friendly technology.

    Sulphur Coated Urea (SCU): Urea Gold

    Rising concerns about over eutrophication, stringent
    regulations and penalties on conventional fertilizers. Around
    50-70% of added urea is lost to the environment. Use of
    sulphur coating on urea can help in slow release of nitrogen
    and contribute to improved nitrogen use efficiency.

    Sulphur as a plant nutrient has been neglected for long
    in fertilizer pricing and policy. In 2003, the Government
    recognized the place of sulphur in sulphur fertilizers and the
    sulphur content was included in the product specifications
    for all S-containing materials included sulphates of
    micronutrients.

    The R&D Department through in-house innovations has
    successfully formulated Sulphur Coated Urea (SCU) named
    as Urea Gold. The SCU is registered in FCO as per the gazette
    dated 16th Aug 2013.

    Urea Gold addresses the most important issue of nutrient
    use efficiency (NUE) of urea. The NUE of urea is about
    30%. The use of Sulphur coating on urea results in providing
    the most important secondary nutrient to the crops added
    with slow release of nitrogen with improved nitrogen use
    efficiency. Urea Gold reduces nitrogen leaching in flooded
    rice and wheat fields. The application of slow release of
    fertilizers can potentially decrease fertilizer use by 20 to 30
    percent of the recommended rate of a conventional fertilizer
    while obtaining the same yield. The plant will be ready by
    July 2023.

    More with less: Nano fertilizer

    Low cost, eco-friendly and sustainable means of achieving
    agricultural intensification and improving productivity can be
    adopted by use of Nano fertilizer. It enhances the availability
    and use of vital soil nutrients. R&D has developed Nano urea,
    Nano NPK and Nano DAP at Lab scale. Toxicological studies
    of Nano Urea conducted at Indian Institute of Toxicological
    Research (IITR), Lucknow showed no toxic effect on any live
    organism.

    In order to test the efficacy of Nano urea, field trials are
    being conducted at various Indian Council of Agricultural
    Research (ICAR) Institutes or State Agricultural Universities
    (SAUs) at ten different locations. Final results are expected
    by December 2023.

    Expansion of value added products (VAP): Expanding
    horizon

    Balanced nutrient management works on the 4R concept:
    The right fertilizer, right rate of usage, right time and right
    place of application. The aim is to shift focus on micronutrients
    that are sometimes more important than primary nutrients.
    Through its aim of feeding the crop and not the soil, balanced
    nutrient management considers nutrient reserve of the soil,
    nutrient removal by crop, targeted yield, the economics of
    fertilizers and profitability, farmers’ investment ability, agro¬
    techniques, soil moisture regime, soil physical environment
    and adverse soil conditions such as salinity, alkalinity and
    acidity.

    Utilization of VAP can fulfil the concept of balanced
    or integrated nutrient management. RCF is already
    manufacturing, value added products (VAP) such as Bio¬
    fertilizers, Micronutrient fertilizers, pH Balancer, Bio stimulants
    and Silicon fertilizers which are gaining significance in the
    market. The demand for these products are increasing year
    on year basis. The present installed capacity is not sufficient
    to cater the increased market demand.

    Seeing the increasing demand of various products, a new
    manufacturing setup with higher capacity for production
    of various VAPs is being installed at Trombay unit. The
    installation, supply and commissioning of manufacturing
    unit is expected to be completed by December 2023.

    New product Development

    The R&D of your Company is working on various innovative
    products viz. suspension fertilizer/ liquid fertilizer to address
    the changing scenario.

    a) Nano fertilizers

    Nano Micronutrients, Nano Sulphur, Nano Potash etc.
    have been developed at R&D. These newly developed
    Nano fertilizer are being tested for its stability. Pot
    culture studies of the same are being conducted at In¬
    house Agriculture field as well as in Polyhouse. After
    successful trial results same will be commercialized.
    In future, research work on different range of nano
    fertilizers will be undertaken.

    b) Suspension fertilizer

    Suspension fertilizers are defined as liquid fertilizers in
    which nutrients are present in an amount exceeding
    their solubility. They are completely dissolved in water
    and contain components insoluble in a dispersed
    form. The fertilizer salt crystals are kept in solution
    by a stabilizing agent that swells in the solution to
    form a viscosity-increasing gel, thereby preventing
    the sedimentation process of these particles.

    Major advantages suspension fertilizers are:

    a) combine benefits of liquid and solid fertilizers, b) high
    concentration of nutrients maintaining in liquid form,

    c) Nutrient concentration is similar to the solid fertilizers.

    In view of the above, following suspension fertilizers are
    being developed and tested for their quality.

    a) NK 6:0:18 with CaO (5%), MgO (2%) and B (0.5¬
    0.8%) (suspension)

    b) Calcium Nitrate (10%N & CaO 15%) Fortified
    with MgO (2%)

    c) NPK 11:11:8 fortified with Zinc (0.7%) and Boron
    (0.5-0.7%)

    d) NPK 8:8:8 fortified with trace elements

    e) N:P:K 10:26:26/ NPK 24:24:0 /NPK 28:28:0/NPK
    12:32:16

    f) Multi-nutrient grades: Grade with primary¬
    secondary and micro-nutrients.

    c) Crop specific 100% Water Soluble fertilizers

    Crop specific 100% water soluble grades are prepared
    for:

    a) Grapes: 15:28:6, 6:34:17, 6:0:37:16 (N:P:K:S) are
    formulated which are suitable for various growth
    stages to enhance the yield and fruit quality.

    b) Tomato: Grades are formulated for various
    growth stages.

    c) Onion: Grades are formulated for various growth
    stages.

    d) Cotton: Grade is formulated to manage the
    reddening of cotton leaves.

    d) Secondary nutrient Fertilizer

    Recently, the deficiency of secondary nutrients (Ca,
    Mg, S) has been reported to be wide spread in Indian
    soils. These are now emerging as most limiting
    factor in enhancing crop productivity. Hence, State
    Agriculture Department has notified a new secondary
    nutrient fertilizer grade i.e. Ca:Mg:S :: 6:2:4 in powder
    or granular form.

    Above grade is developed in powder form as well
    as in granular form. Granular product can be
    manufactured in PROM facility.

    e) Liquid Fertilizers

    The following liquid grades are developed by R&D
    which are being testes for their stability.

    a) Chelated Zinc as Zinc Glycine 6.80%

    b) Chelated Calcium as Calcium Glycine 6.0%

    c) Chelated Boron as Boron Glycine 5.0%

    d) N:P:K 8:8:8

    e) Conc. Liquid Calcium: 11%

    Collaborative Research: MoU with Indian Council of
    Agricultural Research (ICAR) Institutes and State
    Agricultural Universities (SAUs)

    Collaboration with Indian Council of Agricultural
    Research (ICAR) Institutes and State Agricultural
    Universities (SAUs) was done for carrying out field trials
    of Nano Urea, Nano DAP, Nano NPK and Geola - Bio
    fertiliser product. These trials will support immensely
    for marketing of newly developed products.

    MOU has been signed between RCF & Central Coffee
    Research Institute, (CCRI), Coffee Board of India,
    Karnataka from 2021-2023 for "Evaluation of RCF
    Chalk on different crops”. Report showed encouraging
    yield results.

    Promotional field trials: Seeing is believing

    "Seeing is believing” concept helps a customer to adopt
    the new products. The demonstration helps the farmers
    to have know how of the new products. Promotional field
    trials (PFT) help to convince the growers by comparing the
    new product with their traditional product and practices.
    Government of India is also pushing for achieving
    sustainability in agriculture and rural areas across the
    nation through the adoption of Integrated Nutrient
    Management (INM).

    In order to help farming a community and maximizing
    agricultural yield, RCF has developed balanced nutrient
    package for Pomegranate, Onion, Sugarcane, Coconut,
    Mango, Cotton, Banana, Grapes and for many vegetables
    crops. It helps in fulfilling sustainable approach to
    resource usage than the usual growing methods or over
    use of fertilizers.

    In the recent past RCF had conducted numerous PFTs on
    farmer’s field in various states either in the form of Front
    Line Demonstrations (FLDs) and or Result demonstrations
    (RDs). RCFs Marketing person are agricultural backgrounds
    and qualifications which have the advantage for making
    ease understanding the new concept of Agriculture to the
    Indian farmers.

    Presently, to popularize RCFs new and existing products
    among farmers, multiple promotional field trials are being
    conducted at Konkan (Ratnagiri and Sindhudurg) and
    central Maharashtra (Nashik) region on crops like Mango,
    Cashew, Coconut and Onion. Around 1200 trees have been
    undertaken for product demonstrations in Konkan region.

    ENVIRONMENT MANAGEMENT AND
    POLLUTION CONTROL

    Your Company is committed to ensuring clean environment,
    beyond satisfying all stipulated requirements laid down
    by the statutory authorities, meeting the expectation of
    stake holders around its operating units.

    Your Company has established ISO 14001 compliant
    Environment Management System (EMS) along with Safety
    Management System (ISO 45001), Quality Management
    System (ISO 9001), and Energy Management System
    (ISO 50001). Certification for IFA Protect & Sustain
    Product Stewardship System of international standard
    for Safety, environment and product security at its both
    the manufacturing units. The Management Systems are
    constantly upgraded, periodic audits and Management
    Review conducted to ensure compliance and continual
    improvement. Apart from Stack monitors, which continuously
    monitor the emissions, four fixed ambient air quality
    monitoring stations are in place, at both Trombay and Thal,
    to monitor ammonia, NOx, SO2, Particulate matter (PM10 &
    PM2.5) & metrological parameters. These monitoring units
    are connected to MPCB and CPCB servers for continuous
    monitoring online data of air quality, effluent parameters.
    At both unit, Third party monitoring for stack, ambient air
    quality (Dust, Ammonia, NOx, SO2) and ETP overflow (as
    per consent parameters) is being done by MoEFCC approved
    laboratory once in a month. As you are aware RCF uses
    clean fuel to reduce the Green House Gas emission, efforts
    are taken to minimize emissions with Reduce, Recycle &
    Reuse schemes.

    The Effluent Treatment plants (ETP) at Trombay and Thal
    unit have ensured that the environment in and around the
    operating units are fully protected. Environmental safety
    of neighbours around operating units are taken care.

    Various schemes with state of the art technologies and
    modernization schemes are implanted to reduce energy
    consumption and wastages. As a proactive measure, RCF
    Trombay unit has two nos. of Sewage treatment Plants to
    treat sewage of Mumbai city & use the purified water after
    treatment for industrial purpose, thereby saving equivalent
    quantity of potable water for consumption by Mumbaikars.

    At Trombay unit, Sludge generated in Effluent Treatment
    Plant, Sulphur Sludge Generated in Sulphuric Acid plant and
    waste streams of effluents from complex fertilizer plants are
    recycled back in the processes. 3- R strategy (Reduce, Reuse
    and Recycle) is employed by way of recycling the sludge
    generated in ETP, Sulphur sludge generated in Sulphuric
    Acid Plant is used in Suphala plant for recovery of nutrients.

    At Thal Unit, ETP Up gradation Project is in progress and
    expected to be completed by August 2023. After completion
    of this project, 5,300 M3/day will be used for industrial use
    from recycleling 9,000 M3/day effluent using state of art
    technology. It will reduce burden on fresh water resources.

    The integrated Effluent Treatment Plant in both Units
    ensures that the effluent discharged from the factory meets
    the statutory requirements laid down by the State Pollution
    Control Board.

    Trombay and Thal units have taken up a massive
    plantation drive in factory premises, in residential colony
    and surrounding areas.

    For increasing awareness regarding environment and
    safety, public awareness campaign programmes are
    arranged by Trombay and Thal units by providing
    demonstrations to local youth, college and school students,
    housing societis, Panchayat offices, ladies club members
    and household members in the adjoining localities.

    As per International Fertilizer Association (IFA), RCF’s safety
    benchmarking rating is 19 out of 61 participating fertiliser
    companies for calender year 2021.

    CORPORATE SOCIAL RESPONSIBILITY (CSR)

    As part of its initiatives under "Corporate Social
    Responsibility’, your Company has undertaken several
    projects in the areas of rural development, promoting
    health care, Nutrition and education aimed for the benefit
    of needy and for general good of the society. These projects
    are in accordance with Schedule VII of the Companies Act,
    2013 and the Company’s CSR Policy. The report on CSR
    activities as required under the Companies (Corporate Social
    Responsibility Policy) Rules, 2014, is annexed as
    Annexure
    -I
    , and forms an integral part of this report. During the year,
    your Company has spent ' 11.93 Crore including ' 0.49
    Crore set off for succeeding financial year on CSR activities.
    The activities, in brief, are as under:

    Medical Equipment to District Civil Hospital, Alibag

    RCF company has provided the medical equipment to
    the civil hospital such as Phaco Emulsification Machine,

    OCT Machine, Surgical Microscope, Fully Auto Horz
    Sterilizer, Vert Double Drum Sterilizer Ortho Operation
    Table, Electronic Operation Table, Instrument Cabinet for
    OT, ABG Machine, Tourniquet Machine, Anesthesia Work
    Station, Attendant Revolving stool for Hospital, Standard
    Medical Stethoscope, Blood Pressure Apparatus.

    Supply of drinking water to the villages

    RCF has been providing drinking water for last 25 years
    to seven villages around Thal unit through pipelines laid
    down from the water reservoir in the unit. More than
    20,000 residents of the villages got benefited of the
    scheme.

    The villages of Thal, Navgaon, Vaishet, Tudal, Boris-Gunjis,
    Bhal, which are under RCF, Thal factory, are being supplied
    with drinking water by RCF.

    Nearly 20,000 families are getting the benefit of this
    scheme. The bill for this water supplied by MIDC is paid
    by RCF Company.

    Garbage Vans to Villages:

    Under the Swachhta Abhiyaan, the RCF Thal has given
    E-garbage carts to the Gram Panchayats in the factory
    area and other remote areas. During the years RCF has
    been covered all grampanchayats i.e. Navgaon, Kurul,
    Jirad, Awas, Mule, Mann villages. These vehicles are
    provided to them as per their request.

    Medical Camps: RCF has been arranged free health check¬
    up, Eye and dental check- up and distribution of free
    medicines in the vicinity of Chembur. We have organised
    more than 15 health camp in the surrounding area with
    the help of local NGOs.

    Medicines to Civil Hospital for HIV patients: RCF has
    supply the required medicines to HIV department of
    district civil hospital undr this initivitive. These medicines
    are distributed free of cost as per the need of the patient
    who cannot afford to buy these medicines. RCF is a proud
    contributor in AIDS Control Mission of Nation.

    Medical equipment to Primary Healthcare centre: RCF has
    provided medical equipments to 9 sub centers of Primary
    Healthcare centre Dhokawade under CSR. All sub-centres
    are under Primary Healthcare center Dhokawade, Taluka
    Alibag, District Raigad provide free medical services to
    locals:

    Ambulance to needy: RCF has provided financial assistance
    for procurement of ambulance for providing free services in
    Roha Taluka, Raigad, and Sindurdurg Distirict. This facility
    will be used as a transportation mode for the sick and injured
    people located at a distance to get them to hospital

    Rural Development- Repairing of Roads:

    RCF has completed road repairing work of local villages in
    the vicinity of RCF Thal unit under CSR. The Company has
    repaired local Roads from Thal Navagaon Road, Boris Gunjis
    and local Road from Chondhi naka to Kihim bus stand road

    under the rural development for for good transportation of
    villagers.

    Financial Assistance for furniture of paediatric ward:

    RCF Ltd. has provided financial assistance to Central
    Railway Women ‘s Welfare Foundation by giving financial
    assistance for Dr. Babasaheb Ambedkar memorial hospital,
    Byculla, Mumbai which caters to patient of Central Rly and
    all Zones of Indian Railway along with CGHS Beneficiaries
    and general public. The fund is utilized for the purchase of
    Hospital Furniture for use in Pediatric ICU & Pediatric Ward.

    Construction of Toilet block and drinking water facilities
    to school : RCF has assist to Shikshan Prasarak Mandal,
    Kurundwad a well-known educational institution working in
    the field of Education from the last 97 years for the building
    of Toilet and Providing Fresh drinking water facility in the
    school of Kurundwad, District Kolhapur, Maharashtra.

    Children are the gems of the future and RCF believes that
    every child are special and needed to be treated with
    empathy and love.

    Women Empowerment:

    RCF has provided financial assistance to Asmita Mahila
    Mandal for distribution of mini flour mills and sewing
    machines to the underprivileged women of slums in Chembur.

    This will help these women to learn their livelihood and
    support their family. Medical Camps for Women and girls
    about the menstrual hygiene through nirtyanjali Ngo.
    Finnancial assistance for the installation of sanitary pad
    manufacturing unit at Koraon block, U.P

    Aspirational District (Washim)

    Government of India has issued guideline to CPSEs related
    to utilization of CSR funds in a focussed manner towards
    national priorities by adopting a theme based approach.
    As per the DPE guidelines common theme identified for
    the year 2022-23 was Health Care & Nutrition.

    RCF has selected Washim Dist. which is one of the
    Aspirational district in Maharashtra and implemented
    following schemes:

    1. Skill development programme for youth:

    RCF has joined hands with OSSF which is working in
    the field of education, and skill development activities
    all over India.

    This skill development program will focus on Basic
    skills of soft skills, computer and communication
    aspects and exposure to domestic and international
    market. The sole objective of this initiative is to make
    educated youth ready for employment

    2. Education to secondary students:

    RCF has supported the project “Anando” at Washim
    District, Maharashtra. Under this project Anando, LOLT
    supports underprivileged rural children to complete their

    secondary education (7th to 10th standard). It promotes
    importance of secondary education of rural children to
    empower them.

    EFFECTIVE IMPLEMENTATION OF PUBLIC
    PROCUREMENT POLICY FOR MICRO AND
    SMALL ENTERPRISES (MSEs)

    Government of India, Ministry of Micro, Small and Medium
    Enterprises, vide order dated 23rd March, 2012, notified
    the public procurement policy in respect of procurement
    of goods and services produced and provided by Micro,
    Small and Medium Enterprises and further amended it
    on 9th November 2018 vide Government of lndia Gazette
    Notification S.O. 5670(E) dated 9th November, 2018.

    With amendment in Public procurement policy for Micro
    & Small Enterprises (MSEs) order, 2012 vide GoI Gazette
    Notification S.O. 5670(E) dated 9th November, 2018, the
    percentage target of procurement of goods and services by
    Government Departments/CPSEs from MSEs is increased
    from 20% to at least 25% along with the provision of
    minimum 3% reservation for Women owned MSEs within
    this 25% reservation. This amendment is made applicable
    from 9th Nov 2018. Due to the very nature of operations
    of our Company, the procurement targets could not be
    achieved in the year 2022-23.

    With the efforts taken by the Company, the procurement
    from MSEs, cost of the items procured through MSEs at
    both Trombay and Thal units is ' 608.49 Crore out of the
    total procurement cost of ' 1515.45 Crore (excluding raw
    material, gas, water, electricity, catalysts, proprietary items
    etc.) which works out to be 40.15 %. The procurement from
    MSEs owned by SC/ST Entrepreneurs is ' 4.13 Crore which
    is 0.27 % and procurement from women owned MSEs is
    ' 7.16 Crore which is 0.47 % of the total procurement of the
    year 2022-23. The percentage procurement is calculated
    excluding Raw materials, gas, water, electricity, catalyst and
    proprietary items which cannot be procured from MSEs.

    SUSTAINABLE DEVELOPMENT

    Your Company has taken up several Sustainable development
    activities including the following:

    New Sewage Treatment plant

    Your Company is running Two Sewage Treatment Plants
    (STPs) at Trombay Unit with each plant having capacity to
    treat around 22.75 Million Litres per Day (MLD) of sewage
    received from MCGM which otherwise would have been
    drained in to the sea after preliminary treatment. The STP
    plants treat waste sewage generated in the city and convert
    it into treated water. Both plants together generate about 30
    MLD of treated water which is being used in our plants as
    process water. A part of treated water generated is supplied
    to M/s BPCL. Both STP plants of Your Company are of great
    value to residents of Mumbai and Society at large besides
    improving reliability of operations of RCF Trombay Unit.

    During the year 2022-23, about 8780.12 MLD of treated
    water was generated at both STP plants.

    Solar Power Plant

    As part of achieving ecologically sustainable growth, Your
    Company has forayed into solar power generation. Your
    Company has set up a 2 MWp ground mounted Photovoltaic
    Solar power plant in Trombay Unit. In addition to this, Your
    Company has commissioned solar rooftop facilities at Thal
    and Trombay with an aggregate capacity of 2.17 MWp. The
    power generated is used for captive consumption, thereby
    reducing your Company’s power import to the equivalent
    extent.

    The green power generated by solar plants replaces the
    conventional power generated through burning of fossil fuels
    leading to reduction in overall Greenhouse gas emissions.

    At RCF, during the year 2022-23, 4,217 MWh of solar power
    was generated. Also, during the year 2022-23, 1,852 no of
    Solar Renewable Energy Certificates (RECs) were generated.

    VIGILANCE

    Vigilance Department is headed by Shri Sameer Rastogi (IFS-
    1988), who holds the charge of Chief Vigilance Officer of the
    Company. He leads a team of officers drawn from various
    functional departments and placed in Corporate Office
    at Mumbai and at RCF Thal Unit. Vigilance Department is
    committed to bring greater transparency, fairness and
    efficiency in all type of transactions and execution of works in
    the Company, in line with the Central Vigilance Commission’s
    guidelines.

    As part of Preventive Vigilance, efforts are made to keep
    a watch on the various activities of Corporate Office,
    Trombay Unit, Thal Unit and Marketing offices situated
    across the country through regular inspections and surprise
    checks. Systemic improvements and corrective actions
    are suggested wherever necessary. The ideology that
    "All officers are Vigilance Officers” is implemented in the
    Company. Support of all officers is taken in implementation
    of Vigilance directives.

    Vigilance Department has focused on spreading awareness
    on rules/regulations, procedures and solicited information/
    complaints from all regarding malpractices or corruption.
    Preventive Vigilance Training Program based on CVC’s
    “Naitik” approach is imparted by in house faculties to
    Management Trainees, Junior and Middle Level Managers.
    Vigilance Department’s Online Grievance Management
    Portal is implemented for lodging of complaints. Efforts are
    made to ensure their speedy Redressal.

    Vigilance department has been front-runner in identifying
    the advantages of leveraging technology and automation
    in procurement, recruitment and service delivery etc. Some
    of the initiatives for promoting transparency and ensuring
    well-informed decisions by making use of technology for
    improving compliance are:

    > Contract compliance Data in SAP system.

    > Program developed and implemented in Intranet
    website for display of list of work orders/ Contracts
    expiring in next 4 months .

    > Facility developed and implemented to display
    circulars on RCF Parivar App.

    > Upgradation in Medical Bill reimbursement system.

    As a recognition of Vigilance Department’s efforts, your
    Company won the
    Governance Now 9th Edition PSU Award
    in the category "Technology initiative in Vigilance in PSUs
    during the awards ceremony held on
    16th February, 2023
    at New Delhi.

    Precursor campaign to Vigilance Awareness Week (VAW)-
    2022 was conducted during the period 16th August to
    15th November, 2022 that focused on Housekeeping and
    preventive vigilance activities like Property management,
    Management of Assets, Record keeping, etc. VAW-2022
    was observed from 31st October to 6th November, 2022
    during which employees, family members, school and
    college children, farmers, dealers, vendors participated
    wholeheartedly in various events such as Street play,
    Slogan, Poster-making and Quiz competitions. The details
    of activities conducted during VAW-2022 are as follows:

    Vigilance Awareness Week (VAW) - 2022

    In accordance with the instructions contained in CVC’S
    Circular No.022/VGL/029 dated 08.09.2022, the Vigilance
    Awareness Week 2022, was observed in Rashtriya Chemicals
    and Fertilizers Limited from 31.10.2022 to 06.11.2022 in
    both its manufacturing units located at Trombay and Thal.
    The week was also observed in various Marketing Offices
    located throughout the country in line with the theme for this
    year, "
    Corruption free India for a Developed Nation”.

    An emphasis was laid on cultivating the virtue of integrity
    and honesty in personal and professional lives and the
    importance of moral and ethical values for growth of the
    organization and the nation as a whole. In this connection
    following programmes were organized involving different
    stakeholders of the company:

    s Administration of Integrity Pledge : Around 968
    Employees from 35 offices located in Trombay & Thal
    unit and marketing offices spread over 18 cities in
    12 states participated. Employees, vendors, dealers
    were encouraged to take e-integrity pledge.

    s Distribution of Badges / Banners : Badges (1200 Nos.)
    were distributed among Employees, Vendors, and
    Dealers etc. to increase Vigilance awareness. 27 nos.
    Banners were displayed at both factory premises,
    at major marketing offices & residential colonies for
    better outreach to citizens.

    s Guest lecture by eminent speaker : Lecture was
    organized for RCF employees at Trombay on

    02.11.2022 and at Thal on 03.11.2023 and marketing
    department officers joined online simultaneously
    on VAW-2022 theme "Corruption free India for a
    developed Nation”. Mr. Anand Kulkarni, a renowned
    life-coach explained the participants how to self-
    introspect about independent Nation and include
    responsibilities and self-managed behavior of citizens
    towards a self-reliant and vigilant nation. Total 147
    employees attended the lecture.

    s Involvement of Employees & stakeholders : Awareness
    Walkathon, Elocution, Slogan, Quiz and Street Play
    competitions were organized for employees and their
    family members.

    s Involvement of Dealers/Actual users, Retailers and

    Farmers : Online Quiz competitions were organized
    for Fertilizer dealers/ retailers and farmers, IPD
    dealers and users. More than 300 farmers and
    dealers participated in this quiz competitions.

    s Involvement of school / college children : 178 entries
    were received in Essay competition and 112 entries
    were received in Poster competition organized for
    school students from class 5 to 10, and 14 college
    students participated in Blog Writing competition
    organized for college students from class 11 onwards.

    s Organized Dealers Meet : A Dealers Meet was
    organized on 04.11.2022 at Krishi Vigyan Kendra,
    Rajgurunagar based on VAW 2022 theme i.e.
    "Corruption free India for a developed nation” with an
    aim to spread awareness and apprise the dealers on
    how to get benefits from the transparent procedures
    of RCF and its marketing network.

    s Organized “Awareness Gram Sabha” : RCF arranged
    "Awareness Gram Sabha” at Kalus, Taluka-Khed ,
    District- Pune on 04.11.2022 to sensitize citizen on
    the ill effects of Corruption.

    s Felicitation Program : Winners of all competitions in
    each category were felicitated at Corporate office-
    Priyadarshini, Mumbai in presence of CMD, RCF, CVO,
    Directors and senior officials. All out station winners
    joined the Felicitation function on e-platform from
    their respective locations i.e. Thal, Beed, Bhandara
    and Nagpur

    MANAGEMENT DISCUSSION AND ANALYSIS
    REPORT

    Management Discussion and Analysis report for the year
    under regulations 34(2)(e) of SEBI (Listing Obligations and
    Disclosure Requirements) Regulations, 2015, highlighting
    the industry structure and developments, opportunities and
    threats, future outlook, risk and concerns etc. is annexed as
    Annexure II and form an integral part of this report.

    PUBLIC DEPOSIT

    Your Company has not accepted any deposits, within the
    meaning of section 73 of the Companies Act, 2013, read
    with the Companies (Acceptance of Deposits) Rules, 2014.

    OFFICIAL LANGUAGE POLICY

    Your Company has fully endeavoured to implement the
    provisions of Official Language Act, 1963 and the policy
    of the Government. Publicity material and literature for
    employees and farmers are made available in Hindi and
    other regional languages.

    AUDITORS

    a. STATUTORY AUDITORS AND THEIR REPORT

    The Comptroller and Auditor General of India (CAG) has
    appointed, M/s M. M. Nissim & Co LLP (Firm Registration
    Number: 107122W / W100672) and M/s. Gokhale &
    Sathe (Firm Registration Number: 103264W) as Joint
    Statutory Auditors of your Company for the financial
    year 2022-23. The Auditors would be retiring at the
    conclusion of the Forty Fifth Annual General Meeting.

    There are no qualifications, reservations or adverse
    remarks made by Statutory Auditors, in their report.

    The Statutory Auditors for the financial year 2023¬
    24 will be appointed by the CAG. However, their
    remuneration is required to be fixed at the AGM by the
    members.

    b. COST AUDITORS AND THEIR REPORT

    Your Directors, on the recommendation of Audit
    Committee, has appointed M/s K.G. Goyal & Associates,
    Cost Accountants (Registration No. FRN000024),as
    Cost Auditor to audit the cost accounts of the Company
    for the year 2023-24 on a remuneration of ' 2.50 lakh
    excluding applicable taxes. As required under the
    Companies Act, 2013, the remuneration payable to cost
    Auditor is required to be placed before the members
    in a general meeting for their ratification. Accordingly,
    a resolution seeking Members’ approval for the
    remuneration payable to M/s K.G. Goyal & Associates
    as Cost Auditor forms part of the notice convening the
    Annual General Meeting for their ratification.

    The Companies (Cost Records and Audit) Rules, 2014
    and amendments thereof, the Company is required to
    maintain cost accounting records in respect of certain
    specified products and accordingly such accounts and
    records are made and maintained in the prescribed
    manner. Further, the cost accounting records maintained
    by the Company are required to be audited.

    During the year, the Company filed the Cost Audit
    Report for the financial year 2021-22 with the Ministry
    of Corporate Affairs within the prescribed time limit.

    c. SECRETARIAL AUDITOR AND THEIR REPORT

    Pursuant to the provisions of Section 204 of the
    Companies Act, 2013 and the Companies (Appointment
    and Remuneration of Managerial Personnel) Rules,
    2014, the Company has appointed M/s. Bhandari and
    Associates, a firm of Company Secretaries in Practice
    (C.P. No. 366) to undertake the Secretarial Audit of the
    Company. The Secretarial Audit Report is annexed as
    Annexure III and forms an integral part of this Report.

    EXPLANATION OR COMMENTS BY THE BOARD
    ON SECRETARIAL AUDIT REPORT

    M/s. Bhandari and Associates, Practising Company
    Secretaries, Secretarial Auditor of the Company has
    made the following observations in their Secretarial
    Audit Report:

    a) The Board of Directors comprised of Eight Directors,
    constituting of Three Executive Directors (including
    the Chairman & Managing Director); Two Nominee
    Directors (non-executive) and Three Independent
    Directors including Independent Woman Director.
    As per Regulation 17(1) of the Listing Regulations
    and DPE Guidelines on Corporate Governance for
    Central Public Sector Enterprises, the Chairman
    being an Executive Director, at least half of
    the Board of Directors should be comprised of
    Independent Directors.

    b) The Nomination and Remuneration Committee
    (NRC) comprised of Two Directors constituting
    of One Independent Director and One Nominee
    Director (non-executive) for the period from
    August 12, 2022 upto September 27, 2022. As
    per Regulation 19(1)(a) of the Listing Regulations
    and section 178 of the Act, the committee shall
    comprise of at least three directors and as per
    Regulation 19(1)(c) of the Listing Regulations,
    at least two-thirds of the Directors shall be
    Independent Directors. Thus, the listed entity
    did not have three Directors in NRC and further,
    two-thirds of the Directors were not Independent
    Directors for the aforesaid period.

    c) The Company has conducted the 4th Risk
    Management Committee (RMC) meeting on March
    05, 2022 and 5th RMC meeting on September
    27, 2022 i.e., at a gap of 206 days between two
    consecutive meetings. As per Regulation 21 of
    the Listing Regulations, the meetings of the RMC
    shall be conducted in such a manner that on a
    continuous basis, not more than one hundred
    and eighty days shall elapse between any two
    consecutive meetings. Thus, the gap between two
    consecutive meetings of the RMC was beyond the
    prescribed timelines.

    d) The Company has submitted the disclosure of
    related party transactions for half year ended

    March 31, 2022 to the Stock Exchanges on June 06,
    2022 and has intimated the disclosure of financial
    results on May 27, 2022. However, being an equity
    and high value debt listed entity, the disclosure of
    related party transactions was required to be given
    along with the disclosure of financial results. Thus,
    the disclosure was given beyond the timelines
    specified under Regulation 23(9) of the Listing
    Regulations.

    Explanations on observations made by
    Secretarial Auditors in seriatim are as under:

    a. Your Company is a Central Public Sector
    Undertaking under the Administrative control of the
    Ministry of Chemicals and Fertilizers, Department
    of Fertilizer, Government of India and its Directors
    on the Board are nominated / appointed by the
    President of India. The Company is continuously
    pursuing with the Government of India for the
    appointment of requisite number of Independent
    Directors on the Board in order to comply with
    the provisions of the SEBI (Listing Obligations &
    Disclosure Requirements) Regulations, 2015.

    b. Shri Kashee Nath Akela, who is member of
    Nomination and Remuneration Committee ceased
    to be Independent Director of the Company on
    August 12, 2022. Subsequently, Nomination and
    Remuneration Committee was reconstituted by
    the Board of Directors on September 27, 2022 in
    line with Regulation 19 of SEBI Listing Regulations.
    Further, Nomination and Remuneration Committee
    did not meet during period from 12.08.2022 to
    27.09.2022

    c. There has been inadvertent lapse in the timeline
    for conducting the Risk Management Committee
    meeting. Going forward company will adhere to
    the statutory timelines

    d. Since the comments made by Secretarial Auditor
    are in the nature of factual statement, Company
    does not have any comments to offer on the same.

    d. SECRETARIAL STANDARDS

    During the year 2022-23, your Company has complied

    with the applicable Secretarial Standards issued by the

    Institute of Company Secretaries of India.

    SIGNIFICANT AND MATERIAL ORDERS
    PASSED BY THE REGULATORS OR COURTS OR
    TRIBUNALS

    There are no significant and material orders passed by the
    Regulators/Courts/Tribunals that would impact the going
    concern status of the Company and its future operations.

    REPORTING OF FRAUDS

    There was no instance of fraud during the year under
    review, which required the Auditors to report to the Audit

    Committee and / or Board under Section 143(12) of the
    Act and the rules made there under.

    INSOLVENCY AND BANKRUPTCY CODE

    There are no applications made or any proceedings
    pending under the Insolvency and Bankruptcy Code, 2016
    (31 of 2016) during the year.

    ONETIME SETTLEMENT WITH ANY BANK OR
    FINANCIAL INSTITUTION

    As no settlement has taken place with any of the Bank or
    Financial Institution during the financial year, therefore, no
    disclosure or reporting is required in respect of the details
    of difference between amount of the valuation done at
    the time of one time settlement and the valuation done
    while taking loan from the Banks or Financial Institutions.

    BANKS AND FINANCIAL INSTITUTIONS

    Your Company is prompt in making the payment of interest
    and repayment of loans to the financial institutions /
    banks. During the COVID-19 Pandemic period, it has not
    availed any moratorium on any of its payments to the
    institutions. Banks and Financial Institutions continue their
    unstinted support in all aspects and the Board records its
    appreciation for the same.

    DIRECTORS’ RESPONSIBILITY STATEMENT

    To the best of knowledge and belief and according to
    the information and explanations obtained by them,
    your Directors make the following statement in terms of
    section 134(3) (c) of the Companies Act, 2013:

    i] that in the preparation of the annual accounts for the
    year ended March 31, 2023, the applicable accounting
    standards have been followed along with proper
    explanation relating to material departures, if any;

    ii] the Directors had selected such accounting policies
    and applied them consistently and made judgments
    and estimates that are reasonable and prudent so as
    to give a true and fair view of the state of affairs of the
    Company as at March 31, 2023 and of the profit of the
    Company for the year ended on that date;

    iii] that the Directors have taken proper and sufficient
    care for the maintenance of adequate accounting
    records in accordance with the provisions of the
    Companies Act, 2013 for safeguarding the assets of
    the Company and for preventing and detecting fraud
    and other irregularities;

    iv] the annual accounts have been prepared on a going
    concern basis;

    v] that the Directors had laid down internal financial
    controls to be followed by the Company and that such
    internal financial controls are adequate and were
    operating effectively; and

    vi] that the Directors had devised proper systems to ensure
    compliance with the provisions of all applicable laws
    and that such systems were adequate and operating
    effectively.

    CORPORATE GOVERNANCE

    As per SEBI (Listing Obligations and Disclosure
    Requirements) Regulations, 2015, a separate section on
    Corporate Governance practices followed by the Company,
    together with a certificate of Compliance from the Practising
    Company Secretary forms an integral part of this report.

    COMPLIANCE OF CORPORATE GOVERNANCE
    GUIDELINES ISSUED BY DEPARTMENT OF
    PUBLIC ENTERPRISES

    DPE, Government of India, has laid down certain
    parameters for the purpose of grading the CPSEs on the
    basis of their compliance with guidelines on Corporate
    Governance and this report needs to be submitted to the
    Government on quarterly/annual basis. Your Company
    has been complying with the Guidelines on Corporate
    Governance for CPSEs laid down by DPE and regularly
    submits reports to the Government. DPE issued ‘Excellent
    Rating’ to your Company for the year 2021-22.

    INTERNAL FINANCIAL CONTROL OVER
    FINANCIAL REPORTING

    Your Company’s internal financial control over financial
    reporting is a process designed to provide reasonable
    assurance regarding the reliability of financial reporting
    and the preparation of financial statements for external
    purposes in accordance with generally accepted
    accounting principles. Your Company’s internal financial
    control over financial reporting includes those policies
    and procedures that:

    (1) pertains to the maintenance of records that, in
    reasonable detail, accurately and fairly reflect the
    transactions and dispositions of the assets of the
    Company;

    (2) provide reasonable assurance that transactions
    are recorded as necessary to permit preparation of
    financial statements in accordance with generally
    accepted accounting principles, and that receipts and
    expenditures of the company are being made only in
    accordance with authorizations of Management and
    Directors of the Company; and

    (3) provide reasonable assurance regarding prevention
    or timely detection of unauthorized acquisition, use,
    or disposition of the Company’s assets that could
    have a material effect on the financial statements.

    KEY MANAGERIAL PERSONNEL

    The following are Key Managerial Personnel of the
    Company as on March 31, 2023 :

    1. Shri S. C. Mudgerikar [DIN 03498847], Chairman &
    Managing Director

    2. Ms Nazhat J. Shaikh [DIN 07348075], Director
    (Finance) & CFO

    3. Shri Milind M. Deo [08715250], Director (Technical)

    4. Shri K. U. Thankachen [DIN 06946476], Director
    (Marketing) (upto 31.07.2022)

    5. Shri Jai Bhagwan Sharma [FCS 5030], Company
    Secretary

    CHANGES IN THE BOARD OF DIRECTORS

    Shri Satendra Singh [DIN 05195060] has been appointed
    as Government Nominee Director on the Board of the
    Company w.e.f. July 20, 2022.

    Shri K. U. Thankachen [DIN 06946476], ceased to be
    Director (Marketing) on the Board of the Company w.e.f.
    July 31, 2022 (Closure of business hours).

    Shri Kashee Nath Akela (DIN 09410361) ceased to be
    Independent Director with effect from August 12, 2022.

    Shri Satendra Singh [DIN 05195060] ceased to be

    Government Nominee Director on the Board of the

    Company w.e.f. October 19, 2022.

    Ms Aparna S. Sharma (DIN 07798544) ceased to be
    Government Nominee Director w.e.f. November 13, 2022.

    Ms Aneeta C. Meshram (DIN: 09781436) appointed
    as Government Nominee Director on the Board of the
    Company w.e.f. November 13, 2022.

    Shri Sanjay Rastogi (DIN 07722405) appointed as

    Government Nominee Director on the Board of the

    Company w.e.f. February 21, 2023.

    Smt. Shashi Bala Bharti (DIN 08770477) ceased to be
    Independent Director with effect from June 25, 2023.

    The Board has placed on record their appreciation of the
    Directors who have ceased to be members of the Board
    for the valuable contribution made and the guidance /
    suggestion provided by them which has greatly benefited
    the Company.

    As per Section 152 of the Companies Act, 2013, Ms Aneeta
    C. Meshram (DIN: 09781436) and Shri Sanjay Rastogi
    (DIN 07722405), Directors retire by rotation at the ensuing
    Annual General Meeting and being eligible, offer themselves
    for reappointment.

    FAMILIARISATION PROGRAMMES FOR
    INDEPENDENT DIRECTORS

    The Company’s Independent Directors are eminent
    professionals with several decades of experience in banking
    and financial services, technology, finance, governance
    and management areas and are fully conversant and
    familiar with the business of the Company.

    The Company has an ongoing familiarisation programmes
    for all Independent Directors with regard to their roles,
    duties, rights, responsibilities in the Company, nature of
    the industry in which the Company operates, the business
    model of the Company, etc.

    All the Independent Directors of the Company have
    registered their names in the Independent Directors
    Databank as required under the Act and the Rules referred
    therein. The Independent Directors are also required to
    take up an online proficiency self assessment test within
    two years from the date of inclusion of their name in the
    Independent Directors databank, unless exempted from
    such requirement, under the Act and the Rules referred
    therein.

    Board opined that Independent Directors of the Company
    has made significant participation and contribution,
    commitment, effective deployment of knowledge and
    expertise, integrity and maintenance of confidentiality
    and independence of behaviour and judgement.

    DECLARATION OF INDEPENDENCE

    All Independent Directors of the company have given
    declaration confirming that they meet the criteria of
    independence as prescribed under Section 149(6) of the
    Companies Act, 2013 and Regulation 16(1) (b) of Securities
    and Exchange Board of India (Listing Obligations and
    Disclosure Requirements) Regulations, 2015.

    COMMITTEES OF THE BOARD

    The Company’s Board has the following committees:

    i. Audit Committee

    ii. Stakeholders Relationship Committee

    iii. Share Transfer Committee

    iv. Nomination and Remuneration Committee

    v. Committee on Corporate Social Responsibility (CSR)

    vi. Empowered Committee for Procurement

    vii. Risk Management Committee

    viii. Empowered Committee for Procurement of Urea on
    Govt. Account

    ix. Debenture Allotment Committee

    The details of the committees along with their composition,
    number of meetings held and attendance of each Director
    at the meetings are provided in the Corporate Governance
    Report.

    COMPANY’S POLICY ON DIRECTOR’S
    APPOINTMENT AND RELATED DISCLOSURES

    As per notification dated June 5, 2015 issued by Ministry
    of Corporate Affairs, provision of section 134(3) (e) of the
    Companies Act, 2013 regarding disclosure of its policy
    on Director’s appointment and remuneration including
    criteria for determining qualifications, positive attributes,
    independence of a Director and other matter provided
    under sub- section (3) of section 178 of the Companies
    Act, 2013 are not applicable to a Government Company.

    Your Company being a Government Company, the above
    provisions are not applicable to it.

    Similarly, section 197 of the Companies Act, 2013 requiring
    disclosure of ratio of the remuneration of each director
    to the median employee’s remuneration and other such
    details including the name and other particulars of every
    employee of the Company, who if employed throughout/
    part of the financial year, was in receipt of remuneration
    in excess of the limits set out in the rules, are not
    provided in terms of section 197(12) read with rule 5(1)
    (2) of the Companies(Appointment and Remuneration of
    Managerial Personnel) Rules, 2014, being not applicable
    to a Government company as per notification dated June
    5, 2015 issued by Ministry of Corporate Affairs.

    MEETINGS OF THE BOARD

    Fourteen (14) Board Meetings were held during the year.
    The details of the Board Meetings held during the financial
    year 2022-23 are provided in the Corporate Governance
    Report.

    BOARD EVALUATION

    Section 134(3) (p) of the Companies Act, 2013 requires
    the Company to disclose the manner in which formal
    annual evaluation has been made by the Board of its own
    performance and that of its committees and individual
    Directors. As per notification dated June 5, 2015 issued by
    Ministry of Corporate Affairs, provision of section 134(3) (p) of
    the Companies Act, 2013 shall not apply in case Directors are
    evaluated by the Ministry which is administratively in charge
    of the Company, as per its own evaluation methodology. Your
    Company, being a Government Company, the performance
    evaluation is carried out by the Administrative Ministry
    (Ministry of Chemicals & Fertilizers), Government of India, as
    per applicable Government Guidelines.

    Your Company has evaluated the performance of the
    Independent Directors for the year 2022-23 as per
    regulation 17(1) of SEBI (Listing Obligations and Disclosure
    Requirements) Regulations, 2015.

    PARTICULARS OF LOANS GIVEN, INVESTMENT
    MADE, GUARANTEES GIVEN AND SECURITIES
    PROVIDED

    Particulars of Loans given, Investments made, Guarantees
    given and Securities provided along with the purpose for
    which the loan or guarantee or security is proposed to be
    utilized by the recipient are provided in the notes to the
    financial statements.

    CREDIT RATINGS

    The Credit rating assigned by Rating Agencies for the
    various debt instruments of the Corporation is provided in
    the Corporate Governance Report.

    PARTICULARS OF EMPLOYEES

    During the year under review, none of employees of the
    Company had drawn remuneration in excess of the limits
    prescribed under section 134(3) (c) of the Companies Act,
    2013 read with Companies (Appointment of Managerial
    Personnel) Rules, 2014.

    VIGIL MECHANISM/WHISTLE BLOWER POLICY

    The details of Vigil Mechanism/Whistle Blower Policy are
    provided in Corporate Governance Report.

    RELATED PARTY TRANSACTIONS

    All contracts/arrangement/transactions entered by the
    Company during the financial year with related parties
    were in the ordinary course of business and on arm’s
    length basis. There are no materially significant related
    party transactions made by the Company with Promoters,
    Directors, Key Managerial Personnel or other designated
    persons which may have a potential conflict with the
    interest of the Company at large.

    All Related Party Transactions are placed before the
    Audit Committee and also before the Board for approval.
    None of the Directors has any pecuniary relationships or
    transactions vis-a-vis the Company.

    The details of the investment in equity made by the
    Company as on March 31, 2023 is as under:

    INTER CORPORATE DEPOSIT

    In connection with one time settlement entered into with
    Dena Dank, the Company had paid total ' 51 crore (' 12 crore
    during the year 2017-18 and ' 39 crore during the year 2018¬
    19) to Dena Bank as one time settlement which includes an
    amount of ' 25.50 crore being the share of The Fertilisers
    and Chemicals Travancore Limited (FACT), the joint venture
    partner in FRBL. This amount is shown as interest bearing
    inter corporate deposit given. FACT shall repay the same in
    five annual equal instalments commencing from December
    2020. FACT has made payment of Three installment total
    amounting of ' 15.30 crore out of the total 5 installments as
    per agreement.

    DISCLOSURE UNDER THE SEXUAL
    HARASSMENT OF WOMEN AT WORKPLACE
    (PREVENTION, PROHIBITION AND REDRESSAL)
    ACT, 2013

    Your Company has in place a Policy on Prevention,
    Prohibition and Redressal of Sexual Harassment of
    Women at Workplace in line with the requirements of
    the Sexual Harassment of Women at the Workplace
    (Prevention, Prohibition & Redressal) Act, 2013. The
    Internal Complaints Committee (ICC) has been set up to
    redress complaints received regarding sexual harassment.

    During the year, one complaint of Sexual Harassment
    of Women at Workplace was received by the internal
    complaints committee formed by your Company under the
    Sexual Harassment of Women at Workplace (Prevention,
    Prohibition and Redressal) Act, 2013. During the year,
    committee disposed of Two (2) complaints (out of two
    complaints, one complaint was pertaining to the previous
    year) of Sexual Harassment of Women at Workplace.

    RIGHT TO INFORMATION (RTI)

    In order to promote transparency and accountability,
    an appropriate mechanism has been set up across
    the Company in line with the provisions of the Right to
    Information Act, 2005. Your Company has nominated
    CPIO/ACPIOs/ Appellate Authorities at its units/offices
    across the Company to provide information to citizens
    under the provisions of the RTI Act.

    During the year under review, your Company has received
    195 RTI applications out of which 173 have been replied.

    ENERGY CONSERVATION, TECHNOLOGY
    ABSORPTION AND FOREIGN EXCHANGE
    EARNINGS AND OUTGO

    The information on conservation of energy, technology
    absorption and foreign exchange earnings and outgo
    stipulated under Section 134(3) (m) of the Companies Act,
    2013 read with Rule 8 of The Companies (Accounts) Rules,
    2014, is annexed to this Report as
    Annexure IV and form an
    integral part of this report.

    ANNUAL RETURN

    Pursuant to Section 92(3) of the Companies Act, 2013
    read with Section 134(3)(a) of the Companies Act, 2013,
    the Annual Return in Form MGT 7 as on March 31, 2023 is
    available on the Company’s website on www.rcfltd.com/
    investerrelations/agm-1

    INVESTOR EDUCATION & PROTECTION FUND
    (IEPF)

    The details of unpaid / unclaimed dividend and shares
    transferred to the IEPF in compliance with the provisions of
    the Companies Act, 2013 has been provided in the Corporate
    Governance Report.

    BUSINESS RESPONSIBILITY & SUSTAINABILITY
    REPORT

    Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations
    and Disclosure Requirements) Regulations, 2015, the
    Business Responsibility Report initiatives taken from an
    environmental, social and governance prospective in the
    prescribed format is available as a separate section of the
    Annual Report and forms an integral part of this report.
    Business Responsibility Report is also available on the
    Company’s website www.rcfltd.com.

    ACKNOWLEDGMENT

    Your Directors wish to gratefully acknowledge the valuable
    guidance and continued support extended by Government
    of India and in particular, the Department of Fertilizers and

    the Office of Fertilizer Industry Co-ordination Committee
    (FICC), Railways, DPE, Members of MOU Task force, and
    other Central Government Departments and Agencies.

    The Board also wishes to acknowledge with sincere gratitude,
    the help and unstinted support from the Government of
    Maharashtra and other State Governments, MSEB, MIDC,
    various Media, Municipal Authorities, Maharashtra Pollution
    Control Board, Factory Inspectorate and IBR, Bankers to your
    Company, Financial Institutions, Dealers and Customers.

    Your Board wishes to acknowledge gratefully, the confidence
    posed, unstinted support and suggestions made to the Board
    by the esteemed Share Owners of the Company. The Board
    also wishes to place on record the positive suggestions and
    guidance provided by the Statutory Auditors, Cost Auditors,
    the Office of the Principal Director of Commercial Audit and
    Secretarial Auditor.

    Last but not the least, your Directors take pleasure in placing
    on record their deep appreciation of the excellent contribution
    made by the employees of your Company at all levels,
    without which your Company would not have achieved such
    good performance.

    [S. C. Mudgerikar]
    Chairman & Managing Director

    Place: Mumbai

    Date: September 14, 2023

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