Rashtriya Chemicals & Fertilizers Ltd Directors Report.

Dear Members,

The Directors of your Company have pleasure in presenting this 41st Annual Report on the working of your Company together with the Audited Accounts for the year ended 31st March, 2019.

FINANCIAL PERFORMANCE

Rs Crore

Particulars 2018-19 2017-18
Total Revenue 8965.14 7343.20
Total Operating Cost 8441.79 7015.23
Operational Profit 523.35 327.97
Depreciation/Impairment 155.69 137.04
Finance Cost 155.85 62.59
Profit before exceptional items 211.81 128.34
Exceptional Items (23.44) 0.12
Profit before Tax 235.25 128.22
Provision for Tax (including deferred 96.08 49.42
Tax liability/ Asset)
Net Profit 139.17 78.80
Retained Earnings
Less: Dividend Paid (Previous Financial Year) 33.10 60.69
Less :Dividend Distribution Tax 6.81 12.35
Add: Re-measurement of Defined Benefit Plan (2.46) (8.57)
Less: Balance Transferred to / (from) General Reserve 96.80 (2.81)

The major factors impacting your Companys profitability before tax are as under:

a. Higher sales & margins of Complex Fertilizers, Industrial and traded products contributed to higher profitability.

b. Reduction in norms of Urea energy at Thal impacted profitability. However, the same was partially offset by energy efficiencies achieved due to various improvement Schemes undertaken to reduce energy consumption.

c. Your Company has crossed the reassessed level of production of 17.07 LMT in respect of Thal Urea and 3.30 LMT in respect of Trombay Urea, however, falling IPP of Urea has impacted the operating Margins of production of Urea beyond Reassessed Capacity(RAC).

d. Higher borrowings, firming up of interest rates and adverse impact of foreign exchange variation as borrowing costs resulted in a substantial increase 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. Despite Company achieving higher production and better engery efficiency, it secured "Poor" rating for the year 2017-18 which was mainly on account on certain financial targets which stood impacted owing to reasons beyond Companys control.

The performance rating for 2018-19 MoU is yet to be finalised by the Government and the Company expects to achieve better rating this year.

DIVIDEND

Although your Company has lined up number of capex programmes which will entail substantial expenditure, considering the consistent profits being made by the Company, your Directors have recommended a dividend of 0.77 (i.e. 7.70 %) per equity share (Previous year 0.60 per equity share) for the financial year 2018-19. The total outgo on this account works out to 51.21 Crore (T9.91 Crore in the previous year) including dividend distribution tax and education cess. The dividend payout 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 Rs 1 39.17 Crore (?78.80 Crore in the previous year). The dividend payout along with Tax and education cess pertaining to FY 2017-18 was Rs 39.91 Crore (73.04 Crore in the FY 201617). The balance amount of 96.80 Crore (previous year 2.81 Crore) was transferred to / ( from ) General Reserves.

AWARDS WON

As in the past, your Company has won many awards during the

year 2018-19, some of which are as under:

Trombay Unit

• Prestigious "31st CFBP- Jamanalal Bajaj Uchit Vyavahar Puraskar for Fair Business Practices" for the year 2018 in the category of Manufacturing Enterprises -Large.

• "Governance Now 6th PSU Award" in CSR category

• RCF Women Employee Won First Prize under Mini Ratna Category for the Best Activity Report for the period from Oct. 2017 to Sep. 2018 at the Regional Meet of Forum of Women in Public Sector (WIPS) under the aegis of SCOPE held on 10th December 2018 at Bhopal.

• "Certificate of Merit" for conservation of energy in Chemical Sector from Maharashtra Energy Development Agency (MEDA) for the year 2017-18.

• 2nd Rank for Excellence in Suggestion Scheme Contest 2018 organized by INSSAN in the Fertilizer Industries Group.

• "Bombay Chamber of Commerce and Industry CIVIC AWARDS: Sustainable Environmental Initiatives"- 2017-18

• "ICC Award for Excellence in Environment Management 2017

• Authorized Economic Operator-Tl certificate from Central Board of Indirect Taxes and Customs.

• NSC- Maharashtra chapter organised three level competition in three different categories. Following employees from RCF won the competition in the respective categories:

• Mr. Rupesh Patil won the award in best safe Kamgar category

• Mr. Anil Gaikwad won the award in best safe Manager category.

• Mr. K P Kathayat was felicitated by director, DISH for judge of three level competition.

Thai Unit

• Heavy Water Plant received National Safety Council, (Maharashtra Chapter) "Certificate of Merit" for Meritorious Performance in Industrial Safety for the year 2017.

• FAI award for Excellence in Safety for the year 201718

• First prize in 12th State Level Award for "State level Excellence in Energy Conservation & Management" for the year 2017-18 from Maharashtra Engery Development Agency (MEDA), Govt. of Maharashtra.

• "Maharashtra Safety Award-2017"for achieving Lowest Accident Frequency Rate and Longest Accident Free Period in Chemicals & Fertilizers Industrial Group Highest Accident Free Days and "Zero Accident Frequency Rate" for the year 2017 from National Safety Councils.

• Five (5) Star Green rating for air quality for the year 2018-19 by Maharashtra Pollution Control Board for the third consecutive year.

OPERATIONAL RESULTS

Thai Unit

During the year, the unit produced 19.84 lakh MT of Urea compared to 20.61 lakh MT produced during the previous year. In terms of nutrients in the fertilisers, the unit produced 9.12 lakh MT of N during the year, compared to 9.48 lakh MT during previous year.

Trombay Unit

The Trombay Unit produced 3.92 lakh MT of Urea & 5.61 lakh MT of Suphala 15:15:15 during the year compared to produced 4.41 lakh MT of Urea & 4.78 lakh MT of Suphala 15:15:15 produced during the previous year. In terms of Nutrient values, the unit produced 2.64 lakh MT of N, 0.84 lakh MT of P2O5 and 0.84 lakh MT of K2O during the year compared to 2.75 lakh MT of N, 0.72 lakh MT of P2O5 and 0.72 lakh MT of K2O respectively during the previous year.

Industrial Products

Your Company produces industrial chemicals at its both units. During the year, your Company produced approx. 2.27 lakh MT of various major industrial chemical products as against approx. 1.95 lakh MT during the previous year. Your Company produces, amongst others, Methanol, Conc. Nitric Acid, Sodium Nitrate / Nitrite, Methylamines, DMAC, Formic Acid, Argon, AN Melt etc.

MARKETING PERFORMANCE Fertilizer Division

Your Company achieved sales volume of 30.49 lakh MT during 2018-19 as compared to 30.65 lakh MT during the previous year. Your Company sold 23.89 lakh MT of Urea, 5.26 lakh MT of Suphala 15:15:15, 0.01 lakh MT of Suphala 20:20:0 and 1.34 lakh MT of other bought out products such as DAP, MOP etc., compared to 25.10 lakh MT of Urea, 4.68 lakh MT of Suphala 15:15:15, 0.03 lakh MT of Suphala 20:20:0 and 0.83 lakh MT of other bought out products during the previous year. The total sale of manufactured fertilizers during 2018-19 was 29.15 lakh MT as against 29.82 lakh MT during the previous year.

Sales of manufactured fertilizers registered reduction of 2.21% over previous year owing to poor agro-climatic conditions and glut of fertilizers in the market.

Industrial Products Division

Industrial Products Division achieved sales turnover of 955.16 Crore as against 783.72 Crore during the previous year. Your Company has achieved highest turnover of IPD products due to increase in sale of Ammonium Nitrate (Melt), Dilue Nitric Acid, ABC, Formic Acid, Methanol, & CNA etc.. Due to higher cost of operations on account of increase in gas prices, production of some products like Methylamines at Trombay and DMF at Thal was suspended.

Exports

Considering the nature of products manufactured by your Company and indigenous demand, the scope for export is very limited. High cost of production is the main restraining factor for venturing in the international market, as it renders our products unviable compared to lower cost of imports of similar products. However, your Company has been successful in popularizing our ABC brand in the overseas market through third party export. During financial year 2018-19, your Company has done third party export of ABC to the tune of 41.32 lakh as against 41.06 lakh during the previous year.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

As at the end of the financial year to which the Balance Sheet of the Company relates and the date of this report, following material changes have occurred:

Gas Generator, one of the major component of GTG of both GTG/HRSG Units of Thal plant is under shutdown due to technical failure. There is no major impact on the production of Thal Urea as Company had switched over from GTGs to Turbo Generator Units. However, it will result in higher energy consumption by 0.30 Gcal / MT of Urea.

Company has taken the necessary corrective actions for repair & restoration of Gas Generators as well as buying one new Gas Generator unit. One GTG will be put up in to operation by August 2019.

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 on regular basis. 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, if any. The details of Risk Management Committee are included in the Corporate Governance Report.

MAJOR EXPANSION AND DIVERSIFICATIONS

Your Company is planning to undertake major projects as under:

PROJECTS COMPLETED

Gas Turbine Project at RCF Thai

New Energy Norms have become effective for Thai Unit from 01.04.2018 which has adversely affected profitability of your Company. To reduce the impact on profitability due to downward revision in energy norms, your Company intends to further reduce the specific energy consumption in its Ammonia and Urea Plants at Thal. As a step in this direction, your Company has set-up and commissioned Gas Turbine Generator (GTG) of 2 x 25 MW along with Heat Recovery Steam Generator (HRSG) of 2 x 100 MTPH capacity in April 2018. As a part of this project, some of the steam turbine drives are replaced with motors. The estimated energy saving is 0.35 Gcal/MT of Urea and the project cost is about ?363.80 Crore. Energy saving of about 0.30 Gcal/MT of Urea has been achieved so far and 0.05 Gcal/MT will be achieved by Dec-2019 after installation of new motor driven ARC-IV compressor.

Vortex Mixer & Conversion Booster for Thai Urea Reactor

Scheme involved installation of Vortex Mixer and Conversion Booster in the Urea Reactors of all three units aiming to reduce specific steam (medium pressure) consumption by 50 kg/MT of Urea. Installation of Vortex Mixer with conversion booster in Urea reactor of Urea-11 was done in Jan. 2018 and that in Urea-21 and Urea-31 was done in November 2018. The energy saving achieved is 0.026 Gcal/MT of Urea.

Vapour Absorption Machine (VAM) for Process Air Compressor in Ammonia Plant at Thai

Installation of VAM in PAC-I/II for suction air chilling for energy saving was implemented at a cost of Rs 1 0.13 Crore. VAM unit was commissioned with PAC-II in August 2018 and PAC-I in November 2018. Energy Saving of 0.006 Gcal/MT of Urea is achieved.

Revamp of CO2 compressor at Thai

Revamping of CO2 compressors and turbines in all the three units is carried out with investment of Rs 1 07.90 Crore. Revamping of CO2 compressor was completed for Urea 11 in Jan. 2018 and revamping of Urea-21 and Urea-31 was completed in Nov. 2018. Energy saving of 0.075 Gcal/MT of Urea is achieved.

Vapour Absorption Machine (VAM) unit for CO2 Compressor at Thai

Installation of VAM for CO2 compressor suction cooling was completed in December 2018 at the cost of Rs 9.34 Crore. Energy saving of 0.009 Gcal/MT of Urea is achieved.

PROJECTS UNDER IMPLEMENTATION:

Gas Turbine at Trombay:

New energy norms for Trombay Urea are sheduled to be effective from 01.04.2020. Your Company is implementing some energy reduction projects in order to reduce impact on profitability. As a part of this, your Company is installing Gas Turbines Generator (GTG) of 2 x 25 MW along with Heat Recovery Steam Generator (HRSG) of 2 x 65 MTPH capacity, with an aim to reduce the specific energy consumption in Ammonia and Urea Plants at Trombay. Work has been awarded to M/s Thermax on 18.04.2018 for implementing the project on LSTK basis. Estimated project capital cost is about Rs.427 Crore. Excepted Energy Saving is 0.30 Gcal/MT of Urea and expected completion by April 2020.

Sewage Treatment Plant (STP) at Trombay

Water supply situation in Mumbai is getting more and more difficult day by day. Ensuring water availability has become critical for the smooth functioning of the Trombay unit given the competing demand for water in the city. Recognizing this, your Company is setting up one more new Sewage Treatment Plant (STP) adjacent to the existing STP with a capacity to treat 22.75 Million Litres per Day (MLD) of Municipal Sewage to produce about 15 MLD of treated water. A portion of the treated water will be supplied to M/s Bharat Petroleum Corporation Ltd. (BPCL), on mutually agreed terms. Estimated project capital cost is about Rs 209 Crore and work is underway and expected completion by September 2019.

Trombay Urea-V Plant Revamp (Casale Scheme)

The revamp scheme is based on End-to-End survey conducted by M/s Casale SA, Switzerland. The project has been taken-up with following objectives:

> Reduction in specific energy consumption of Urea.

> Plant capacity: 1350 MTPD on sustained basis.

> Improving the waste water quality to Boiler Feed Water grade.

The revamp scheme is envisaged to result in energy saving of 0.19 Gcal/MT of Urea. Estimated project capital cost is about Rs 1 37.03 Crore and work is under execution and expected to be complited by March 2020.

Trombay Ammonia V Plant Revamp (KBR Scheme)

Your Company is implementing energy improvement schemes in Ammonia V plant at a total estimated investment of Rs.71 Crore. The Basic Engineering is being done by KBR, USA and Detail Engineering is being done by PDIL, India. The scheme is envisaged to result in energy saving of 0.25 Gcal/MT of Ammonia and work is under execution and expected to be complited by March 2021.

Ammonia V PAC & CO2 compressor internals & turbine replacement at Trombay Unit

The drive turbines of Process Air Compressor (PAC) and CO2 compressor are consuming more steam than design. Replacment of the drive turbines of PAC and CO2 Compressors & revamp the present PAC and CO2 compressors by replacing only the internals with improved design on proprietary basis through BHEL (OEM for these machines) likely to be commissioned in June 2019. The expected energy reduction is around 0.199 Gcal per MT of Urea. Estimated project capital cost is about 75.60 Crore.

New Process Air Compressor at Thal

Installation of one new higher capacity PAC-IV with GT- HRSG for energy saving at an estimated cost of Rs 346.88 Crore. Energy saving expected is 0.21 Gcal/MT of Urea. Project is expected to be completed by October 2021.

Variable frequency drive (VFD) for HP Ammonia Feed pump at Thai

Installation of variable frequency drive on HP Ammonia feed pumps for power saving at estimated cost of 6.60 Crore. Saving expected is 0.004 Gcal/MT of Urea. Scheme will be completed by June-2020 for all 9 Pumps

PROJECT UNDER CONSIDERATION

Organic Fertilizer Plant at Trombay

Your Company is contemplating to setup an organic fertilizer plant of 10,000 MT per Annum capacity using STP & ETP sludge and gypsum, sourced in-house, at Trombay unit. The project shall serve dual purpose of producing & marketing organic fertilizer as per Government mandate as well as the disposal/management of STP & ETP sludge with the manufacturing of value added product giving clean environment. Estimated Project Capital Cost is about 7 Crore.

Revamp of AN Melt Section of ANP Plant at Trombay

In order to reduce specific consumption of raw materials and improve the energy efficiency of the plant, your Company is exploring possibilities to revamp AN Melt Section of ANP Plant at Trombay.

Revamp of ANP Granulation Section at Trombay

Presently ANP plant is not in operation due to economic unviability of the NPK 20:20:0 which is sold under brand name Suphala. Your Company is exploring possibility of revamping ANP Granulation section for manufacturing other grades ofNPK like 12:32:16, 10:26:26 and 20:20:0:13. The estimated cost of the project is Rs 1 72 Crore.

ETP up-gradation at Thal

Upgradation of ETP for treating 12,000 M3/Day effluent at an estimated cost of 71 Crore. Benefit will be recycling of treated effluent as a raw water to the tune of 9,600 M3/Day. Scheme will be completed by April 2021.

Motor Driven Nitrogen Compressor in Argon Plant at Thai

Existing steam turbine driven compressor will be replaced with motor driven at estimated cost of Rs 20.78 Crore to utilize power generated from GT. Saving expected is Rs 1 3.69 Crore per year. Scheme will be completed by Dec. 2020.

Installation of NG fuel Expander power generator in Ammonia Plant at Thal

Fuel Natural gas available at higher pressure in Ammonia Plants will be passed through expander to generate electricity of around 1.2 MW. The estimated cost is Rs 23.19 Crore. Expected energy saving is 0.004 Gcal/MT Urea. Scheme will be completed by Feb-2021.

JOINT VENTURE PROJECTS

Coal Based Fertilizer Plant at Talcher

Your Company, along with Coal India Limited (CIL), GAIL (India) Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), is contemplating to set up a fertilizer complex, comprising of 2200 MTPD Ammonia plant and 3850 MTPD Urea plant, at FCIL, Talcher, Odisha based on coal gasification technology. Coal will be made available locally. Land and certain facilities needed for the project will be provided by FCIL. The project will utilize state-of-the- art Coal Gasification Technology from M/s Shell Eastern

Pte Ltd. (Now M/s. Air Products) A joint venture company ‘Talcher Fertilizers Limited has been incorporated for establishing and operating Coal Gasification based fertilizer complex.

The estimated Project capital cost is approx. Rs 1 1,611 (15%) Crore (RCF share is Rs 1 ,033.53 Crore (15%). LSTK tenders are floated for Coal Gasification and Ammonia-Urea plant. Priced Bids are opened. Tender for offsite Utilities and various contracts are in advance stage.

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 abundantly available coal resulting in less dependency on RLNG imports. It will also help in meeting much needed Urea production capacity for the eastern part of the Country.

Revival of Brahmaputra Valley Fertilizer Corporation Limited (BVFCL) - Namrup Unit

DoF has nominated NFL and RCF along with Oil India Ltd., Govt. of Assam and BVFCL in joint venture for revival of Namrup unit of Brahmaputra Valley Fertilizer Corporation Limited.

The proposed project entails setting up a Urea plant with an annual capacity of 1.27 Million MT. The estimated Project Cost is about 7,600 Crore. The feasibility study for the project is being carried out by PDIL.

JV Project in Gabon

Republic of Gabon plans to set up green-field Ammonia- Urea fertilizer complex at Mandji Island near port - Gentil of West coast of Gabon. The Urea plant capacity is envisaged to be 1.27 Million MT. Invitation to participate in Gabon Fertilizer Project comprising Ammonia-Urea fertilizer complex was received from DoF. Due diligence study is completed. There is likelihood of induction of another Indian JV Partner. The estimated Project Capital Cost is USD 1469.43 Million i.e. about Rs 1 0,286 Crore.

JV Project in Syria and Jordan

In Syria and Jordon, investment opportunities for development of rock phosphate mines and production of phosphoric acid are being explored.

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 at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. 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. The plant is in operation. There is a substantial reduction in the losses and products manufactured by the Company has very good potential, therefore your Company would continue to support it in the coming years.

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 had 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. As and when proper opportunities arise in future, business activities can be started by the company by reverting its status as active company.

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 FCILs fertilizer unit at Talcher by establishing and operating coal gasification based fertilizer complex. The equity participation of RCF, CIL and GAIL is 29.67% each and that of FCIL is 10.99%. During the year, the your Company has infused Rs 1 1.33 Crore in TFL.

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 Companys standalone financial statements.

SUMMARY OF FINANCIAL PERFORMANCE

Rs Crore

Particulars 2018-19 2017-18
Total Income (Net) 8965.14 7343.20
Total Operating Expenses 8441.79 7015.23
Operational Profit 523.35 327.97
Depreciation/Impairment 155.69 137.04
Finance Cost 155.85 62.59
Share /(loss) of Associates/JVs (5.09) 0.02
Profit/ (Loss) before 206.72 128.36
Exceptional Item
Exceptional Item (23.44) 0.12
Profit/ (Loss) before Tax 230.16 128.24
Provision for Tax (including deferred Tax liability/ Asset) 96.08 49.42
Net Profit / (loss) after Tax 134.08 78.82

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:

Launch of New Product "Water pH Balancer"

Around 78% of farm irrigation is through groundwater. This groundwater is alkaline in many regions of India. Water pH is a critical factor in the effectiveness of many pesticides, foliar fertilizers, growth regulators, weedicides and other agrochemicals. Under alkaline water conditions, the solubility of the applied foliar chemicals decreases. This product, on addition to spray water decreases the pH of water and thus increases the efficacy of agrochemicals.

"RCFs Water pH Balancer" was launched on 29th August 2018 in the market adding one more value added product to the basket of fertilizers and chemicals.

More from Less- Nanofertilizers

With this theme the nanofertilizer research is progressing at a good pace at R&D department. Many trials were conducted with nanofertilizers in the in-house field, farmers field and at Research Institutes. The effects of these experiments are supporting for commercialization of these fertilizers.

Lot of efforts have been put in for the development of Nanoorganic fertilizers with biologically synthesized nanoparticles. This formulation will be applied for patent by the year 2020.

Trials were being conducted at Indian Council of Agriculture Research (ICAR) institute -Indian Agriculture Research Institute (IARI), Pusa, New Delhi on wheat and paddy cropping system. The trials have been conducted for a period of two years i.e. till June, 2019.

The trials on wheat and rice have shown an increment in farmers income by 25% with concomitant reduction in agro input.

Bio-nano fertilizer was also developed to enchance the efficacy and shelf life of biofertilizers. The product has shown encouraging results and better applicability.

Soil Health Management and Balanced Nutrition

Training programmes were conducted by R&D for farmers in various parts of Maharashtra state. Farmers field demonstration were undertaken during these programs. Field trials were conducted at District Nashik on rose and Grapes. The effective use of package of nutrients and the importance of soil testing was demonstrated. Similar trials were conducted at Thal, Alibag on onion crop. Explicit effect of package of nutrients was seen on the crop productivity in all the trials.

The outcome of the studies conducted on crop growth and yield was published in the in-house journal for farmers "Sheti Patrika" and also hosted on "Samanvay" knowledge portal of Government of India.

Wealth from Waste - Composting

With the initiatives of Government of India and also the norms of state Government for solid waste management, composting is being carried out by R&D unit. Biodegradable waste material is being converted to good quality compost.

This compost is being internally utilized by the horticulture departments for various gardens at your Company.

During the year 2018-19, a quantity of around 50 MT of quantity of compost was prepared for in-house utilization.

Plant Growth Regulator

In view to promote Integrated nutrient management system, to enhance yield, the sustainability of the system and effectiveness of conventional mineral fertilizers, a completely organic product has been developed and tested successfully on various crops. The product is scheduled to be commercialized during 2019-20. This product is very useful specifically for cash crops viz. Grapes, oranges, floriculture etc. along with all vegetables and cereals.

Silicon Product

In recent years, Silicon (Si) has become more globally accepted as an agriculturally important addition. Beneficial effects of Si includes enhancing plant resistance and tolerance to various biotic and abiotic stresses. Si mitigates multiple abiotic stresses viz. salinity, drought, flooding, freezing, high temperature, ultraviolet radiation and mineral nutrient deficiency/toxicity stress. Contributes to increased food safety, higher production with lower input costs and reduced negative impacts on environmental health. The R&D of your Company has developed a silicon product and tested on various crops successfully. This shall be commercialized during 2019-20, adding another beneficial product to the basket of your Company.

ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL

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

Your Company has established ISO 14001 compliant Environment Management System (EMS) and has certification for IFA Protect & Sustain Product Stewardship System of international standard for environment protection, Safety and product security at its both the manufacturing units covering aspects of products in Agriculture farm and end users. The Systems are constantly upgraded and regular internal audits and Management Reviews are carried out to ensure compliance and continuously improve the system. 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. Both units of your Company are connected to MPCB and CPCB servers for continuous on line data of stack and effluent parameters.

The Effluent Treatment plants at Trombay and Thal have ensured that the environment in and around the both operating units are fully protected. Environmental safety of neighbors 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 of the scarce natural resources. The waste streams from the plants are recycled/ reused for useful purpose.

Sludge generated in Effluent Treatment Plant, Sulphur Sludge Generated in Sulphuric Acid plant, 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, for recovery of nutrients, Sulphur sludge generated in Sulphuric Acid Plant is used in Suphala plant.

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

Trombay and Thal units have taken up a massive plantation drive in factory premises, in residential colony and surrounding areas and planted numbers of trees in the year.

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 societies, Panchayat offices, ladies club members and household members in the adjoining localities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility, the Company has undertaken several projects in the areas of rural development, promoting health care 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 Rs 3.88 Crore on CSR activities. The activities, in brief, are as under:

Education

a. Scholarship to meritorious students

Your Company offers a number of scholarships to students of SC / ST/ OBC communities for pursuing studies. Lodging, Boarding and Education expenses of selected students at Shivaji Military school, Pune is borne by your Company under this scheme.

b. Supply of Mid-Day Meal

Your Company is supplying nutritious Mid-Day Meal to needy children studying in twenty five unaided schools, in and around Trombay area. The scheme is implemented through an NGO, ‘ISKCON Food Relief Foundation which supplies good and healthy meal to the children on behalf of RCF. In all, 8404 students have availed the benefit of this nutritious mid-day meal.

c. Supply of drinking water to the villages

Your Company has been providing drinking water for last 23 years to seven villages around Thal unit through pipelines laid down from the water reservoir in the unit and spent about 60.61 lakh on this account during the year. More than 15,700 residents of the villages got benefited of the scheme.

d. Community Medical Facility- Running of Mobile Medical Van

Your Company in collaboration with Wockhardt Foundation, is running mobile medical van at Thal, Alibag and Chembur, Mumbai. Total three such medical vans (one at Chembur and two at Thal) were running during 2018-19. At Thal, on an average seven villages are covered in weekly cycles by a Mobile van and patients are benefitted from free medical services including supply of medicines. Through this facility, ailments like Malaria, Hepatitis, Dengue, Typhoid, Diabetes etc., are treated on regular basis. The Medical Van is accompanied with one MBBS doctor and one assistant. One medical van attends approximately 25,000 patients per annum.

e. Rural Sports

Your Company has supplied sports material and organised district level Adivasi Kabbadi Tournament wherein more than 1000 Tribals participated.

f. Livelihood enhancement projects

Your Company has also supplied paddy, fruit saplings and free fertilizers to needy villagers near Thal.

g. Aspirational District (Osmanabad)

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 2018-19 was School Education and Health Care.

Your Company had selected Osmanabad which is one of the Aspirational distrcit in Maharashtra

Your Company has implemented two schemes in Osmanabad :

i. Mini Science Centres : Your Company has set up "Mini Science Centres" in 40 ZilhaParishad Schools in Osmanbad district. All laboratories are installed by STEM learning Centre. It is a catalytic channel that is interactive, engaging & fun thats aimed to raise awareness, grasp the information & strengthen the aptitude foundation of children; furthermore also supports the teachers in teaching - with a focus on science & maths. Mini science Centre has a range of 65 table top working models with 33 back-drops and manuals in regional language providing hands-on experience for learning Science and Mathematics for Class 5 to 10.

ii. Medical Equipments: Your Company supplied Medical Equipment to Civil Hospital Osmanabad. The medical Equipments provided are Digital X-Ray Machine, C-arm, Portable X-Ray, Cell Counter 5 Parts, Semi Autoanalyzer, Bone Drill, Autoclave Horizontal, Sonography Colour Doppler, Dental X-ray, ECG Machine, as per the request from District Collector, Osmanabad .

CPSE CONCLAVE "VISION 2022"

The Department of Public Enterprises (DPE) has embarked on a collaborative exercise for re-defining the role and functioning of Central Public Sector Enterprises (CPSEs) in the context of challenges and expectations emerging from broad vision of ‘New India-2022. This exercise had culminated in the CPSE Conclave "New India - Vision 2022" held on 9th April, 2018 at Vigyan Bhavan, New Delhi which was addressed by Honble Prime Minister.

In line with the decision taken at the CPSE Conclave, DPE has prepared Broad Framework of Action Plan comprising of Objectives, Actionable Points, Metric and Responsibility and have circulated the same amongst all CPSEs for developing Company specific actionable points and targets to be achieved by 2019 (short-term) and long-term (to be achieved by 2022-23).

In line with above, your Company has prepared the Company specific actionable points with targets and has been working on achieving the same. The actionable points are pertaining to contribution towards import substitution, minimizing the import bill of the Country, plan to improve ranking of your Company among Fortune India 500 Companies, promotion of R&D activities, Alignment of CSR activities with national priorities, handholding of MSEs, skill India movement, supporting start-ups, development of township as mini smart city, reduction in wasteful expenditure, increasing geo-strategic reach of a Company.

EFFECTIVE IMPLEMENTATION OF PUBLIC PROCUREMENT POLICY FOR MICRO, SMALL AND MEDIUM ENTERPRISES

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.

The Public Procurement Policy for Micro and Small Enterprises (MSE) order, 2012 mandates the 20% of Annual procurement by Central Ministries/ Department and CPSEs from MSEs including 4% from MSEs owned by SC/ ST entrepreneurs w.e.f. 1st April 2015.

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. Out of this 25% procurement from MSEs, 20% shall be procurement from MSEs owned by SC/ST (SC/ST entrepreneur percentage is increased from 4% to 5%). This amendment is made applicable from 9th Nov 2018.

All efforts are being made to procure items specified for procurement from MSMEs. Necessary provision has been made in all the tenders stating the eligibility of MSMEs to participate in the tender.

With concerted efforts, your Company has been able to achieve 37.25 % procurement from MSEs during 2018-19, out of total procurement of Goods and Services excluding Raw materials, gas, water, electricity, catalyst & 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 operating Sewage Treatment Plant (STP) at Trombay Unit. The existing plant is based on conventional Activated Sludge Process followed by Reverse Osmosis (RO). The plant treats around 22.75 Million Litres per Day (MLD) of sewage received from MCGM which otherwise would have been drained in to the sea after required treatment. The plant generates about 15 MLD of treated water which is being used in our plants as process water. During the year 2018-19, about 84% of process water requirement was met though STP water.

Your Company along with M/s Bharat Petroleum Corporation Limited (BPCL), is setting up a new Sewage Treatment Plant (STP) at RCF, Trombay at an approx. cost of 209 Crore. New Sewage Treatment Plant will be based on latest Membrane Bio-Reactor (MBR) Technology with design capacity to treat 22.75 Million Litres per Day (MLD) of Municipal Sewage to produce about 15 MLD of treated water. The treated water shall be shared by RCF and BPCL. This project shall treat waste sewage generated in the city and convert it into treated water.

New STP will generate 15 MLD of treated water for usage in plant operation in RCF and BPCL thereby saving fresh water intake to that extent which will benefit about 30,000 families in the city of Mumbai. This project from your Company will be of great value to residents of Mumbai and Society at large besides improving reliability of operations of RCF Trombay Unit.

Solar Power Plant

In its bid towards Indias vision of achieving ecologically sustainable growth, your Company has already forayed into solar power generation.

Your Company has set up a 2 MWp ground mounted Photovoltaic Solar power plant within the factory premises in Trombay Unit in January 2016. In addition to this, your Company has commissioned solar rooftop facilities at Thal, Trombay & Soil Testing labs with an aggregate capacity of 2.01 MWp. The power generated is used for captive consumption, thereby reducing your Companys power import to the equivalent extent. During the year 2018-19, 4835 MWh of solar power was generated. 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.

Your Company is targeting to take up many more Sustainable Development activities in near future.

VIGILANCE

Vigilance Department is headed by Shri Sameer Rastogi, IFS, who holds the charge of Chief Vigilance Officer of RCF. The CVO is assisted by a team of officers drawn from various functional departments and placed in Corporate Office in Mumbai and Thal. The activities of the Vigilance department cover the Corporate Office, Trombay Unit, Thal Unit and Marketing offices situated throughout the country. In line with the CVC guidelines, the thrust of vigilance in the Company is to bring greater transparency, fairness and efficiency in all type of transactions and execution of works.

Efforts are made constantly to keep a watch on the various activities through regular inspections and surprise checks. Systemic improvements and corrective actions are suggested wherever necessary. The theme that "All officers are Vigilance Officers" is implemented in the company and alertness and support of all officers is taken in implementation of Vigilance. The Vigilance Department has focused on spreading awareness on rules/regulations, procedures and solicited information/complaints from all regarding malpractices or corruption. The Vigilance Department has a complaint handling system and an online

portal for lodging the complaints. Efforts are made to ensure speedy redressal of the complaints.

During the year, Vigilance Department has actively contributed towards e-governance by leveraging technology in all operations in RCF. Tender documents have been made more objective. Transparency in existing system of dealing with the Dealers/Vendors has been enhanced by adopting e-procurement in all procurements. The Vigilance Department has also ushered in an era of e- clearances for issuing NOC for various purposes to the employees like gratuity and visits abroad.

The Vigilance Department conducted the Vigilance Awareness Week from 29.10.2018 to 03.11.2018 and involved school and college students from Mumbai, Thal and Pune. This helped in spreading Vigilance Awareness among young citizens. An Integrity club has been established in a Mumbai School for motivating students and community on moral issues.

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 AUDITOR

The Comptroller and Auditor General of India (CAG) has appointed, M/s. Kalyaniwalla & Mistry LLP, (Firm Registration Number 104607W) and M/s.Chhajed & Doshi (Firm Registration Number 101794W) as Joint Statutory Auditors of your Company for the financial year 2018-19. The Auditors would be retiring at the conclusion of the Forty First 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 201920 will be appointed by the CAG. However, their remuneration is required to be fixed at the AGM by the members.

b. COST AUDITOR

Your Directors, on the recommendation of Audit Committee, has appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), Jaipur as Cost Auditors to audit the cost accounts of the Company for the year 2019-20 on a remuneration of Rs 2.00 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 Auditors forms part of the notice convening the Annual General Meeting for their ratification.

c. SECRETARIAL AUDIT

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:

The Board of Directors comprises eleven Directors, consisting of four Executive Directors (including the Chairman & Managing Director); two Nominee Directors and five Independent Directors. As per Regulation 17(1) (b) of the Listing Regulations and clause 3.1.4 of 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. Thus, the Company does not have the requisite number of Independent Directors on its Board.

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

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.

d. SECRETARIAL STANDARDS

During the year 2018-19, 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.

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, 2019 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, 2019 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 2017-18.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

Your Companys 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 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.

KEY MANAGERIAL PERSONNEL

The following are Key Managerial Personnel of the Company

1. Shri Umesh V. Dhatrak [DIN 07718394], Chairman & Managing Director

2. Shri Sudhir D. Panadare [DIN 07933191], Director (Technical)

3. Shri Umesh Dongre [DIN 08039073], Director (Finance) & CFO

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

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

DIRECTORS

Shri K. U. Thankachen (DIN 06946476) has been appointed as Director (Marketing) on the Board w.e.f. 11th December, 2018.

Prof. Anil Kumar Singh (DIN 08382601) & Dr. Shambhu Kumar (DIN 07368172) has been appointed as Independent Directors on the Board w.e.f.7th March, 2019.

Shri Harin Pathak (DIN 07552994) and Shri G. M. Inamdar (DIN 07552999), Independent Directors ceased to be Directors of the Company w.e.f. 10th June, 2019.

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, Shri Sudhir D. Panadare (DIN: 07933191) and Shri Umesh Dongre [DIN 08039073], Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

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 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

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.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND RELATED DISCLOSURES

As per notification dated 5th June, 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 5th June, 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 2018-19 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 5th June, 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 2018-19 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 RATING

Your Company has been reaffirmed with the highest domestic short term credit rating of A1+ by CRISIL and CARE Ratings signifying a very strong degree of safety regarding timely payment of financial obligations maturing within one year. Also, the long term credit rating (domestic) of AA has been re-affirmed by ICRA and India Ratings signifying very low credit risk of the Company.

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 arms 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 31st March, 2019 is as under:

Rs Crore

1 FACT-RCF Building Products Limited 32.87 *
2 Urvarak Videsh Limited 0.18 *
3 Talchar Fertilizers Limited 16.35
Total 49.40

* 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.

INTER CORPORATE DEPOSIT

In connection with one time settlement entered into with Dena Dank, the Company has paid total 51 Crore (T2 Crore during the year 2017-18 and Rs 39 Crore during the year 2018-19) to Dena Bank as one time settlement which includes an amount of Rs 25.50 Crore being the share of The Fertilisers and Chemicals Travancore Limited, the joint venture partner in FRBL. This amount is shown as interest bearing inter corporate deposit given.

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, no complaint of Sexual Harrassment 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.

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 141 RTI complaints out of which 136 has been resolved.

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.

EXTRACT OF ANNUAL RETURN

As per the requirements of section 92(3) of the Companies Act and rules framed hereunder, the extract of Annual Return in form MGT-9 is annexed to this Report as Annexure V and form an integral part of this report. The same is available on the Companys website http://www . rcfltd.com/index.php/en/investor-relations/annual-reports.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations and Disclsoure Requirements) Regulations,

2015, the Business Responsibility Report initiatives taken from an envior, 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.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.

By order of the Board of Directors
[Umesh V. Dhatrak]
Chairman & Managing Director
Place: Mumbai
Date: 12th August, 2019