rashtriya chemicals fertilizers ltd Directors report

of P2 5 ^{and 0.96 lakh MT of K}2^{O during the year compared}

to 2.36 lakh MT of N, 0.86 lakh MT of P2 5 ^{MT of K}2^{O respectively during the previous year.}

soil and plant. CO2

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.

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 16^th 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.

Low cost, eco-friendly and sustainable means of achieving agriculturalintensificationand 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.

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.

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. 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, 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 (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 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 AgricultureDepartmenthasnotifieda 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.

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% b) highc) Chelated Boron as Boron Glycine 5.0% d) N:P:K 8:8:8 e) Conc. Liquid Calcium: 11%

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.

"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 farmers field in various states either in the form of Front Line Demonstrations (FLDs) and or Result demonstrations from (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, multiplepromotionalfieldtrials 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.

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, effluentparameters. 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&usethepurifiedwater after treatment for industrial purpose, thereby saving equivalent quantity of potable water for consumption by Mumbaikars. At Trombay unit, Sludge EffluentTreatment generated in Plant, Sulphur Sludge Generated in Sulphuric Acid plant and wastestreamsofeffluents 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 EffluentTreatment Plant in both Units ensures that the effluent discharged from the factory 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), RCFs safety benchmarking rating is 19 out of 61 participating fertiliser companies for calender year 2021.

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 Companys 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 The activities, in brief, are as under:

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.

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 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.

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 checkup, 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: of 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

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.

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.

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

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

Government of India, Ministry of Micro, Small and Medium Enterprises, vide order dated 23^rd 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 9^th November 2018 vide Government of lndia Gazette Notification ^th November, 2018. With amendment in Public procurement policy for Micro & Small Enterprises (MSEs) order, 2012 vide GoI Gazette Notification S.O. 5670(E) dated 9^th November, 2018, the percentage target of procurement of goods and services by Government Departments/CPSEs from MSEs is increased (RECs) were generated. 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 9^th 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.

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

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.

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 Companys 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

Vigilance Department is headed by Shri Sameer Rastogi (IFS-1988), who holds the charge of Chief Vigilance Officer 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 Commissions 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 CVCs "Naitik" approach is imparted by in house faculties to Management Trainees, Junior and Middle Level Managers. Vigilance Departments 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 Departments efforts, your Company won the Governance Now 9^th Edition PSU Award in the category "Technology initiative in Vigilance in PSUs" during the awards ceremony held on 16^th February, 2023 at New Delhi.

Precursor campaign to Vigilance Awareness Week (VAW)-2022 was conducted during the period 16^th August to 15^th November, 2022 that focused on Housekeeping and preventive vigilance activities like Property management, Management of Assets, Record keeping, etc. VAW-2022 was observed from 31^st October to 6^th 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:

In accordance with the instructions contained in CVCS 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:. All out station winners

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.

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 better outreach to citizens.

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.

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

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.

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.

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.

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.

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 joined the Felicitation function on e-platform from their respective locations i.e. Thal, Beed, Bhandara and Nagpur

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.

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 of Company Secretaries

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.

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

. AnnualGeneralMeetingfortheirratification 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 filedthe Cost Audit Report for the financial year 2021-22 with the Ministry of Corporate Affairs within the prescribed time limit.

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 Practice Associates, a firm (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.

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 4^th Risk Management Committee (RMC) meeting on March 05, 2022 and 5^th 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.

by the There are no significant

Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

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.

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

As no settlement has taken place with any of the Bank or Financial Institution during the financialyear, 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.

Your Company is prompt in making the payment of interest and repayment of loans financialinstitutions / to the 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.

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.

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 Company Secretary forms an integral part of this report.

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.

financial Your Companys internal 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 Companys 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 Companys assets that could have a material effect on the financial statements.

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 of Compliance from the Practising

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

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.

The Companys 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, confidentiality integrity and maintenance of and independence of behaviour and judgement.

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.

The Companys 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.

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 Directors 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 employees 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.

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.

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, 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.

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

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.

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

All contracts/arrangement/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms related length basis. There are no materially significant 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-?-vis the Company.

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

* Company has made full provision towards the value of investment.

The details of transactions with related parties are provided in the accompanying financial statements. There are no transactions to be reported in Form AOC-2.

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.

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.

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.

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.

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 Companys website on www.rcfltd investerrelations/agm-1

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.

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 Companys website www.rcfltd

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, .com/ 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.