Madras Fertilize Director Discussions


The Shareholders Madras Fertilizers Limited

Your Directors have pleasure in presenting herewith the 57th Annual Report together with the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year 2022-23.

SUMMARY OF FINANCIAL RESULTS

Cr

Particulars 2022-23 2021-22
Turnover 3447.09 2302.16
Profit Before Interest, Depreciation, Exceptional items and Tax 336.44 268.91
Less: Interest 78.19 93.11
Less: Depreciation 9.59 9.46
Less: Exceptional items Nil Nil
Profit / (Loss) Before Tax 248.66 166.34
Provision for Tax 63.33 3.97
Profit / (Loss) After Tax 185.33 162.38
Other Comprehensive Income 33.00 27.46
Cash Profit / (Loss) 258.25 175.80

The overall sales of the Company are increased by 1144.93 crores around 49.7% (FY 2022-233447.09 crores as against the FY 2021-22 2302.16 crores) mainly due increase in subsidy. The Company has made profit after tax of 185.33 cr.

REVIVAL

The Company has submitted a Revival Proposal to Department of Fertilizers, Government of India, for its consideration.

DIVIDEND

The Company does not propose to declare any Dividend to shareholders during the fiscal 2023.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at_www.madrasfert.co.in.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserve during the year.

SHARE CAPITAL

The is no change in the paid-up share capital of the Company. The Paid-up Equity Share Capital of the Company as on March 31,2023 is 161.10 Crores.

HIGHLIGHTS OF PLANT PERFORMANCE

* Plant has produced 519800 MT of Neem Coated Urea and 7507 MT of NPK complex (20-20-0). The capacity Utilisation of plants are 106.8% and 2.7% for Urea and NPK Plants respectively.

* Urea production of 519800 MT is the Highest ever production since inception.(previous best 503900 MT in the FY 2021-22).

* For the second time in MFL history and in consequate years, MFL has produced Urea above the RAC (Reassessed Annual Capacity) of 486750 MT.

* Urea Specific Energy Consumption is 7.584 Gcal/MT for the year 2022-23.

* Quarterly Production of 146169 MT of Urea during Jan-Mar 2023 is the second highest production since inception (Previous Best 144763 MT during Jan-Mar 2011).

* Monthly production of 51000 MT achieved during Mar 2023 is the Best monthly production (Previous Best 50662 MT in Dec 2021).

* At the close of Mar 31,2023, 3276 days were completed without any lost time accident covering 11.01 million man-hours. (Previous best Achieved - 5.66 million manhours).

MEMORANDUM OF UNDERSTANDING

A MoU was signed with Department of Fertilizers (DoF), Government of India for the year 2022-23 on November 15, 2022 setting up targets for performance of the Company in terms of static and dynamic parameters.

MARKETING PERFORMANCE

Fertilizer Sales

* Achieved an All- time High sale of 5,29,879 MTs of Neem Coated Urea since revamping of Urea Plants which is 5% increase over previous year sale of 5,04,559 MTs.

* POS sale of NC Urea for the year is 5,17,118 MTs against a dispatch of 5,29,611 MTs which mean 97.64% of the product consumed during the year itself.

* Our Market share in Tamil Nadu is 27.90% which is more than One fourth of total market share of Tamilnadu and it is 8.03 % in MFLs marketing territory of South India. (Total consumption 2022-23: 65,91,866 MTs and CPLY : 61,45,562 MT).

* Sold the entire available quantity of 7,504 MTs of Vijay 20-20-0

* Overall, Sold 5,37,383 MTs of both NPK 20-20-0 and NC Urea during the year which is 3rd best in last 16 years. Previous best is 5,46,991 MTs in 2017-18 and 5,44,928 MTS in 2013-14.

* Record movement of 5,37,117 MT which is the best in the last 9 years.

* 96.70% of products delivered to dealers directly from Railhead against the previous year movement of 94.44%.

* The Closing PoS device Inventory of Neem Coated Urea on 31.03.2023 is 25,697 MTs which is only 4.8% of the invoiced Quantity.

Bio fertilizers, Bio Pesticides & Organic Manures Sales

* Sold 22.56 MTs of Bio Fertilizers during the year 202223

* Sold 157.42 KL of Vijay Neem which is the highest in Past 15 years.

* Under "Basket Approach" MFL sold 7836 MTs of Vijay Organic which is the highest in the past 7 years and around 15% increase over previous year sale of 6832 MTs.

* In addition to Organic Manure, Under "Swachh Bharat Mission", MFL continues to Market City Compost, a product from Municipality/Factory waste and sold 9608 MTs during the year.

MARKET DEVELOPMENT & AGRO-SERVICE PROGRAMMES:

MFLs Marketing personnel have contacted 20822 farmers during the year and continuously imparted knowledge to farmers on use of eco-friendly products for soil health, soil fertility, Soil vitality and balanced fertilization (Integrated Nutrient Management). Method demonstrations and farmer seminars were organized in coordination with State/Central Agricultural extension departments.

Under corporate social responsibility to farming community, Marketing personnel had collected 3997 numbers of soil samples, got analyzed and communicated to the farmers about the micro & macro nutrient recommendations of various crops to farmers during the year.

In Pursuance to the Prime Ministers Mission on empowering the Farmers, DoF initiated to convert the existing village/ Block/ Taluk/ Sub-dist/ District level Fertilizers Retail Shops into Pradhan Mantri Kisan Samruddhi Kendras (PMKSKs) a One Stop Shop" wherein all Agricultural Inputs like Quality Fertilizers, Seeds & Pesticides are made available & Services like Soil/Water/ Fertilizers testing, Custom hiring of Large farm equipments, Creating awareness on various Govt schemes, Educating the farmers on improved farm technologies, weather updates, Crop Insurance etc are rendered to farming community.

In line with DOFs initiative, MFL converted 89 numbers of Retail Shops into "PMKSK"-" at Dist level during Oct- Nov2022. In addition, all the Retail shops allocated to MFL at village/ Block/ Taluk/ Sub-dist level are being converted into PMKSKs for the service of farmers.

DBT Implementation

* In compliance with PAN India implementation of DBT Fertilizer, in order to sustain sales thru PoS machines, MFL is continuously educating the Wholesalers/ Retailers and farmers on the importance of PoS sales.

* "All-time high" Bill generation for NC Urea since inception of DBT in January 2018:

Bills Generated Neem Coated Urea 17-17-17 Total
Quantity 5,17,118 MT 7,915 MT 5,25,033 MT
Value 3038.33 Cr. 3.17 Cr. 3041.50 Cr.

VIGILANCE

ACTIVITIES AND ACHIEVEMENTS OF VIGILANCE DEPARTMENT DURING 2022-23

Vigilance Department is headed by Chief Vigilance Officer (CVO). The CVO is assisted by a team of officers drawn from various functional departments and placed in Corporate Office at Chennai. The thrust of Team vigilance is 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. Thus, necessary measures are initiated to review the activities of Corporate Office, Chennai and Marketing offices situated across the South India.

Regular preventive vigilance activities such as Scrutinise, Surprise checks, Vigilance clearance for administrative decisions, enforcement of Transfer Policy and Rotation of Officers on Sensitive Posts were also carried out in close coordination with the Management. At the same time, investigation of complaints received from various sources and follow up of pending departmental action on previous investigated cases were also done with due diligence. Periodic Vigilance Reports preparation of Agreed List of Officers, List of Officers of Doubtful Integrity, The working of vigilance wing of MFL is based on a proactive, participative and focused approach. The roles and responsibilities of vigilance officers are regularly monitored and reviewed to bring the focus on systemic improvements.

As part of Preventive Vigilance, efforts are made to keep a watch on the various activities through regular inspections and surprise checks. Systemic improvements and corrective actions are suggested wherever necessary. Your Company follows the ideology that "All officers are Vigilance Officers" and the same 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. Efforts are made to ensure speedy Redressal of the complaints. Vigilance Department has actively contributed towards e-governance by leveraging technology in all operations in MFL. Tender documents have been made more objective. Transparency in existing system of dealing with the Dealers/ Vendors has been enhanced by adopting e-procurement and e-payment. Vigilance Department has also shepherded the organization in an era of e-clearances for issuing NOC for various purposes to the employees superannuating and visits abroad.

MFL observed Vigilance Awareness Week 2022 (VAW - 2022) "Corruption free India for a developed Nation" from October 31, 2022 to November 06, 2022.

Banners and Posters related to Vigilance Awareness were displayed at various vantage points in the company premises and all the Regional Offices situated all over South India highlighting the theme of Vigilance Awareness Week. Scrolling messages were displayed at the display Board of the Main Entrance at MFL.

The activities during the week were designed to spread Vigilance Awareness among employees and citizens. Awareness for taking e-integrity pledge was spread through SMS, display of e-banner on intranet, email etc. A link for taking e-integrity pledge on CVC website was provided on MFL website for all the stakeholders.

On Oct 31, 2022, Integrity Pledge was administered to all the employees at 1100 hours by CMD at the Companys Administrative Building and the other employees from Plant and Regional offices took pledge at their respective work spots. A link was also provided in the Companys web site, to facilitate Citizens and Corporates to access the CVC website for taking e-Pledge.

A Workshop through video conference on vendor awareness programme on preventive vigilance was conducted by DGM - Materials Management Shri A Madhan Mohan.

As a part of outreach campaign, a Vigilance Awareness Walk was organised inside the plant premises covering the major locations of the work. Around 60 employees have participated in the walk and posters were displayed in all the major locations of the Plant and Administrative office to increase awareness and elicit active participation of all employees of MFL within the campus.

Dealers Meet was Organised in Belgaum, Karnataka by Davanagere RO. Shri Shivangouda S Patil, Joint Director of Agriculture, Belgaum, Deputy Director of Agriculture, DDA- Belgaum, B Annilkumar Deputy General Manager - D&S, D S Deshpande - RM Davanagere, RO Davanagere officials B S Metri, Senior Dealer, Belgaum and 82 Dealers participated in the program, The participant guests addressed on importance of Vigilance in day today transactions, eradication of corruption, guidelines to eradicate corruption, fair business practices, overcoming corruption and corruption free India. Later vigilance oath was administered.

As a part of Vigilance Awareness Campaign, Grama Sabha was Organised at Government High School, Pambukovil santhai in Tenkasi Dist, Tamilnadu ADSP - V&AC - Tenkasi district and his team of 6 Staffs, MFL ADM, MFL DM Tirunelveli, Village President & Vice president, School AHM, Teachers, MFLs local dealer and a public of around 200 Nos. participated in the program. Special address with presentation on Vigilance awareness was given by ADSP - Tenkasi district. He also had an Interaction with public and clarified their doubts on vigilance. Later VAW 2022 pledge was taken by all the participants. The Village president thanked MFL for choosing his village for the Grama Sabha meeting. On the occasion of 75th Independence of India, 75 tree saplings were planted at School campus and a nearby PHC.

The theme for Slogan competition was "Corruption free India for a Developed Nation". Entries for the Slogan competition were called from Employees and also from their Wards in English, Regional Language (Tamil) and Hindi respectively.

Around 400 Emails sent to various vendors by MM on VAW 2022 Theme

Activities related to VAW 2022 were published in Newspapers in local regional languages.

A video capturing the highlights of the week was created and was uploaded in the Companys website and the social media platforms.

A Quiz competition was conducted on for Employees at MFL Training Centre. Similarly, the same was also conducted at various Schools and Colleges located at Regional Offices. Altogether, around 485 Students participated during Vigilance Awareness Week. Similar competitions were conducted at the neighbouring nearby Schools at Manali, Chennai and also covering all the Regional Offices.

Prizes were distributed to the Winners of the Vigilance Awareness Week Competitions on Dec 01,2022 by Chairman & Managing Director.

MFL Vigilance organized a Preventive Vigilance Workshop on "Public Procurement" was conducted by CVO-MFL, Chennai at CPCL, Chennai. Senior Officials from CPCL participated in the Programme.

Similarly, a workshop on "Preventive Vigilance in Marketing" was conducted at MFL, Chennai. DGM-D&S (a/c), Chief Manager-D&S (a/c), Regional Managers and Managers - Head Office of Distribution & Sales department participated in the Programme.

Integrity Pact:

Subsequent to the tenure of Shri Virupakshan Pranatharthiharan, IFS (Retd) expired on 10.07.2022, CVC vide Letter No. 018/VGL/060/516492 dated 21.06.2022 have nominated Shri Ashwani Kumar Mehta, IRS (Retd.) as IEM for a period of three years. Half Yearly Structured Meeting and Quarterly Review Meetings with Independent External Monitors (IEMs) was held thru Video Conference.

HUMAN RELATIONS AND INDUSTRIAL RELATIONS

MANPOWER

The total strength of MFL as on 31.03.2023 is 469 against 508 as on 31.03.2022.

TRAINING

98 employees and 31 contract workers have been trained during the year 2022-23 on Technical and Life Skills.

INDUSTRIAL RELATIONS

During the year, overall Industrial Relation situation in the Company has been normal and cordial.

SC / ST EMPLOYEES WELFARE ACTIVITIES

* The Presidential Directives and various guidelines issued by the Government of India from time to time relating to the welfare of SC / ST employees are being scrupulously followed.

* 50,000 /- each was granted to MF SC/ST Employees Welfare Association and MF Dr.Ambedkar Employees Welfare Association for celebrating Dr. Ambedkar Jayanthi.</p>

* To handle the grievance of SC/ST employees, the following are in existence

* SC/ST Cell

* Internal Grievance Committee (IGC) for SC and ST separately

* A Liaison Officer for SC/ST employees

OBC EMPLOYEES WELFARE ACTIVITIES

* 50000/- was granted for celebrating Thanthai Periyar E V Ramasamys Birthday on 17th September 2022 in a grand manner in commemoration of National Leader.

* To handle the grievance of OBC employees, the following are in existence

* OBC Cell

* Internal Grievance Committee (IGC) for OBC employees

* A Liaison Officer for OBC employees

OFFICIAL LANUAGE IMPLEMENTATION

The target fixed by Department of Official Language for letter correspondence in Hindi and other implementation programs are being taken care of. Hindi Fortnight was celebrated at Head Office and Regional Offices. Various competitions were organized through online and prizes were distributed.

INVESTOR RELATIONS CELL (IRC)

IRC is functioning in the Company under the Company Secretary to create awareness of the Companys strength and ensuring timely communication to shareholders.

STATUTORY INFORMATION

Annual Evaluation of Board

MFL being a Government Company, all appointments in the Board are made by the Government of India, Ministry of Chemicals and Fertilizers, Department of Fertilizers. The performance of Directors are evaluated by the Ministry of Chemicals & Fertilizers, Department of Fertilizers, Government of India. As per Government of India, Ministry of Corporate Affairs notification dated 5th June 2015, clause (e) and (p) of sub-section 3 of Section 134 of Companies Act 2013 relating to appointment, remuneration and Annual evaluation of Board on its performance are not applicable to MFL. However, the company is evaluating the performance of its Directors as per the guidelines issued by SEBI.

Meeting of the Board

During the year 2022-23, 7 meetings of the Board of Directors were convened and held. The details of the meetings of the Board of Directors are given in the report on Corporate Governance, which is part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is stated that no employee of your Company was in receipt of remuneration in excess of the amount mentioned in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details of ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year as required to be disclosed in pursuant to Rule 5 (1) is provided in Annexure A.

Directors and Key Managerial Personnel

1. The Government of India as per Government Order notification No.84/3/2017-HR-I dated July 17, 2023 has appointed Shri Kishor Rungta (DIN 00231106) as Chairman & Managing Director (Additional Charge) of the Company effective from June 16 2023 or till regular incumbent joins the post or until further orders whichever is the earliest, subject to his CVC clearance and approval from DoPT (ACC)". The Board has recommended the Members to appoint him as the Chairman & Managing Director additional charge of the Company in the 57th Annual General Meeting of the Company.

2. Shri Arvind Kumar (DIN 10117759), who was appointed as a Director in the Board of Madras Fertilizers Limited as per Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India notification F.No.95/1/2019-HR-PSU with effect from February 10, 2023, until further orders. The Board has recommended the Members to appoint him as the Director of the Company in the 57th Annual General Meeting of the Company.

3. Dr Jatin Kumar Mohanty (DIN 02660442), was appointed as Additional Director being designated as Non-official Independent Director in the Board of Madras Fertilizers Limited in its 330th Meeting of the Company held on 08th August 2023 as recommended by the Appointment Committee of the Cabinet vide O.M.NO.20/64/2022-EO(ACC) dated 31.05.2023 and Department of Fertilizers, Ministry of Chemicals & Fertilizers, Government of India vide its notification F.No.78/2/2006-HR-PSU (pt III) with effect from the notification i.e. June 20, 2023 for a period of three years or until further orders. The Board has recommended the Members to appoint him as the Director of the Company in the 57th Annual General Meeting of the Company.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state that

a. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards (Ind AS) had been followed along with proper explanation relating to material departures.

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that year;

c. 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;

d. the directors have prepared the annual accounts on a going concern basis.

e. the directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Prevention of Sexual Harassment

Disclosures in relation to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance report.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

The details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required in pursuant to provisions of Section 134 of Companies Act 2013 are given in the Annexure - I forming part of this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under Listing Agreement is enclosed as Annexure - II forming part of this report.

Corporate Governance

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Board lays emphasis on transparency and accountability for the benefit of all stakeholders of the Company. The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Business Responsibility Report have been enclosed as Annexure - III and IV respectively forming part of the report.

Code of Conduct

Declaration affirming compliance with the code of conduct pursuant to the provisions of Regulation 17(5) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is enclosed as Annexure - V forming part of this report.

Declaration by Independent Directors:

The Independent Directors have submitted their declaration to the Board that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Listing Regulations so as to qualify as an Independent Director of the Company

Annual Return

As provided under Section 92 (3) of the Act, the form MGT-7 Annual Return is available in our website www.madrasfert. co.in.

Auditors

a. The Comptroller & Auditor General of India shall appoint the Statutory Auditors of the Company for the year 2023-24.

b. Mrs. Aruna Prasad, Cost Accountant, has been reappointed as Cost Auditor of the Company for the year 2023-24.

c. In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, a Secretarial Report in the prescribed format, obtained from a Company Secretary in practice, is required to be annexed to the Boards Report. In view thereof, your Board at its 329th meeting held on May 21, 2023 has appointed M/s. V Esaki & Associates (M.No.30353), Practicing Company Secretary, as the Secretarial Auditor of your Company. The Secretarial Auditors Report (Form No.MR-3) for the year 2022-23 is enclosed as Annexure - VI & VIA, forming part of this report. Further, in terms of SEBI LODR Regulations, Secretarial Compliance Report has also been obtained from M/s. Esaki & Associates for the year 2022-23.

Committees

The details pertaining to the composition of (i) Audit Committee, (ii) Nomination & Remuneration Committee, (iii) Stakeholders Relationship Committee are included in the Corporate Governance Report, which is a part of this report. The details of Corporate Social Responsibility Committee given in CSR Report attached to this report.

Public Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Contract or arrangement with Related Parties

The transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business. The disclosure in Form No.AOC-2 for

the transactions with related parties during the period under review is enclosed as Annexure - VII of the report. As none of the transaction is material in nature, hence no resolution is placed before the shareholder for their approval.

The Companys Policy on Related Party Transactions is available on the Companys website at www.madrasfert.co.in

Maintenance of Cost records and accounts:

The Company, in terms of the provisions of Section 148 (1) of the Companies Act, 2013, is required to maintain cost records. Accordingly, the Company had maintained Cost Accounts and Records for the year ended March 31, 2023.

Corporate Social Responsibility (CSR)

As per Section 135 of Companies Act, 2013, the CSR Committee of the Board consisting 3 or more directors out of which one director shall be an independent Director. The Company having 4 members of CSR Committee and the Chairman of the Committee is an Independent Director.

The Company has carried out the following CSR activities during the financial year 2022-23. The details are contained in the Annual Report on CSR activities is enclosed as Annexure - VIII forming part of this report.

Material changes and commitments

There were no material changes and commitments affecting the financial position of the company between the end of financial year March 31, 2023 and the date of the report.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

There were no significant awards that have been passed by any Court or Judicial Authority against the company during the Financial Year 2022-23 impacting the going concern status and Companys operations in future.

Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023.

Auditors report and Secretarial audit report

The statutory auditors report and the secretarial auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

No frauds is reported by auditors under Section 143(12) of the Act other than those reportable to the Central Government.

Risk management

The Company has risk policy and implemented the risk management policy in true spirit including identification of risk elements. The boards opinion, may threaten the company existence, if any, provided in Management Discussion and Analysis in this report.

The Company has developed and implemented various policy, procedures and practice to mitigate the risk and threats and to achieve the objects of the Company. Some of the important policies are

1. Prompt convening of Risk Management Committee

2. Analysis of Business Continuity Plan by the Head of Departments on need basis

3. Upholding Corporate Governance Practices

Certification

As required by Regulation 17(8) of the SEBI Regulation, a Certificate on the Financial Statements and Cash Flow Statement of the Company for the year ended March 31, 2022 duly signed by the Chairman & Managing Director (Additional Charge) and General Manager - Finance & Accounts (Additional Charge) was submitted to the Board of Directors at their 330th meeting held on 08th August 2023 is enclosed as Annexure - IX forming part of this report.

Certificate from Company Secretary in Practice pursuant to Clause 10 of Part C of Schedule V of SEBI (LODR) Regulations, 2015:

The Certificate dated 28.07.2023 received from M/s. V Esaki & Associates, Company Secretaries, confirming that none

of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such Statutory Authority is enclosed as Annexure X.

Vigil Mechanism

MFL is having vigil mechanism for directors and employees to report their concerns. The Directors and employees can approach Chairman Audit Committee of the Board directly and report their concern in appropriate case. The vigil mechanism and whistle blower policy is published in the website of the Company www.madrasfert.co.in.

Prevention of Insider Trading

No instances of insider trading have been reported on MFL shares till date. None of the directors and key managerial personnel is holding any shares in MFL. A code of conduct of prevention of insider trading and code for corporate disclosure is published in the website of the Company www. madrasfert.co.in.

Appreciation

Your Directors wholeheartedly place on record their appreciation for the continued and unstinted support of Department of Fertilizers, Government of India, Government of Tamilnadu, NICO, Financial Institutions, Banks, Depositors and all stakeholders during the year. It is most appropriate to mention that the Directors convey their gratitude to the Department of Fertilizers for settlement of subsidy bills on priority basis and to the dealers and farmers for their sustained support to our products. Last but not the least that your Directors also place on record their appreciation for the dedication, commitment and sincere services rendered by the employees for sustained improvements.

By order of the Board
For Madras Fertilizers Limited Sd/-
Kishor Rungta
Chennai Chairman & Managing Director (Additional Charge)
Aug 08,2023 (DIN : 00231106)