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Rashtriya Chemicals & Fertilizers Ltd.

BSE: 524230 Sector: Agri and agri inputs
NSE: RCF ISIN Code: INE027A01015
BSE 00:00 | 24 Apr 2020 Rashtriya Chemicals & Fertilizers Ltd
NSE 05:30 | 01 Jan 1970 Rashtriya Chemicals & Fertilizers Ltd

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OPEN 38.05
PREVIOUS CLOSE 38.05
VOLUME 634267
52-Week high 67.25
52-Week low 22.05
P/E 21.43
Mkt Cap.(Rs cr) 2,152
Buy Price 39.00
Buy Qty 2345.00
Sell Price 39.00
Sell Qty 715.00
OPEN 38.05
CLOSE 38.05
VOLUME 634267
52-Week high 67.25
52-Week low 22.05
P/E 21.43
Mkt Cap.(Rs cr) 2,152
Buy Price 39.00
Buy Qty 2345.00
Sell Price 39.00
Sell Qty 715.00

Rashtriya Chemicals & Fertilizers Ltd. (RCF) - Director Report


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Company director report

Dear Members

The Directors of your Company have pleasure in presenting this 41st AnnualReport on the working of your Company together with the Audited Accounts for the yearended 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 Company's profitability before tax are as under:

a. Higher sales & margins of Complex Fertilizers Industrial and traded productscontributed to higher profitability.

b. Reduction in norms of Urea energy at Thal impacted profitability. However the samewas partially offset by energy efficiencies achieved due to various improvement Schemesundertaken to reduce energy consumption.

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

d. Higher borrowings firming up of interest rates and adverse impact of foreignexchange 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 theMinistry of Chemicals & Fertilizers Government of India setting the performanceparameters and targets every year. Despite Company achieving higher production and betterengery efficiency it secured "Poor" rating for the year 2017-18 which wasmainly on account on certain financial targets which stood impacted owing to reasonsbeyond Company's control.

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

DIVIDEND

Although your Company has lined up number of capex programmes which will entailsubstantial expenditure considering the consistent profits being made by the Companyyour 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 onthis account works out to '51.21 Crore (T9.91 Crore in the previous year) includingdividend distribution tax and education cess. The dividend payout is subject to theapproval 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 theprevious year). The dividend payout along with Tax and education cess pertaining to FY2017-18 was Rs 39.91 Crore ('73.04 Crore in the FY 201617). The balance amount of '96.80Crore (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 Puraskarfor Fair Business Practices" for the year 2018 in the category of ManufacturingEnterprises -Large.

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

• RCF Women Employee Won First Prize under Mini Ratna Category for the BestActivity Report for the period from Oct. 2017 to Sep. 2018 at the Regional Meet of Forumof Women in Public Sector (WIPS) under the aegis of SCOPE held on 10th December2018 at Bhopal.

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

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

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

• "ICC Award for Excellence in Environment Management 2017

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

• NSC- Maharashtra chapter organised three level competition in three differentcategories. 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 levelcompetition.

Thai Unit

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

• FAI award for Excellence in Safety for the year 201718

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

• "Maharashtra Safety Award-2017"for achieving Lowest Accident FrequencyRate and Longest Accident Free Period in Chemicals & Fertilizers Industrial GroupHighest Accident Free Days and "Zero Accident Frequency Rate" for the year 2017from National Safety Council's.

• Five (5) Star Green rating for air quality for the year 2018-19 by MaharashtraPollution 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 MTproduced during the previous year. In terms of nutrients in the fertilisers the unitproduced 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 15:15:15during the year compared to produced 4.41 lakh MT of Urea & 4.78 lakh MT of Suphala15:15:15 produced during the previous year. In terms of Nutrient values the unit produced2.64 lakh MT of N 0.84 lakh MT of P2O5 and 0.84 lakh MT of K2Oduring the year compared to 2.75 lakh MT of N 0.72 lakh MT of P2O5and 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 yourCompany produced approx. 2.27 lakh MT of various major industrial chemical products asagainst approx. 1.95 lakh MT during the previous year. Your Company produces amongstothers Methanol Conc. Nitric Acid Sodium Nitrate / Nitrite Methylamines DMAC FormicAcid Argon AN Melt etc.

MARKETING PERFORMANCE Fertilizer Division

Your Company achieved sales volume of 30.49 lakh MT during 2018-19 as compared to 30.65lakh MT during the previous year. Your Company sold 23.89 lakh MT of Urea 5.26 lakh MT ofSuphala 15:15:15 0.01 lakh MT of Suphala 20:20:0 and 1.34 lakh MT of other bought outproducts such as DAP MOP etc. compared to 25.10 lakh MT of Urea 4.68 lakh MT of Suphala15:15:15 0.03 lakh MT of Suphala 20:20:0 and 0.83 lakh MT of other bought out productsduring the previous year. The total sale of manufactured fertilizers during 2018-19 was29.15 lakh MT as against 29.82 lakh MT during the previous year.

Sales of manufactured fertilizers registered reduction of 2.21% over previous yearowing 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 IPDproducts due to increase in sale of Ammonium Nitrate (Melt) Dilue Nitric Acid ABCFormic Acid Methanol & CNA etc.. Due to higher cost of operations on account ofincrease in gas prices production of some products like Methylamines at Trombay and DMFat Thal was suspended.

Exports

Considering the nature of products manufactured by your Company and indigenous demandthe scope for export is very limited. High cost of production is the main restrainingfactor for venturing in the international market as it renders our products unviablecompared to lower cost of imports of similar products. However your Company has beensuccessful in popularizing our ABC brand in the overseas market through third partyexport. During financial year 2018-19 your Company has done third party export of ABC tothe 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 relatesand 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 plantis under shutdown due to technical failure. There is no major impact on the production ofThal Urea as Company had switched over from GTGs to Turbo Generator Units. However itwill result in higher energy consumption by 0.30 Gcal / MT of Urea.

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

RISK MANAGEMENT

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has framed a Risk Management Policy for riskassessment and minimization procedures. The Risk Management Policy developed with theobjective of having a balanced approach towards business plan and mitigating theassociated risks is in place. The system identifies better management practices to ensuregreater degree of confidence amongst various stakeholders and facilitates good CorporateGovernance practice. All risks associated with Operations Environment FinanceMarketing Human Resource Legal Information Technology Security Projects etc. arecontinuously monitored. The degree of impact of the perceived risks is further graded intohigh medium and low and the probability of the occurrence of each risk is also classifiedon regular basis. In order to mitigate losses arising out of such perceived risksappropriate procedures are being adopted to contain the risks. Also the practices adoptedduring emergencies including the communication system and mode of disseminatinginformation 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 elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee on timely basis informs the Board of Directors aboutrisk assessment and minimization procedures which in the opinion of the Committee maythreaten the existence of the Company if any. The details of Risk Management Committeeare 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 hasadversely affected profitability of your Company. To reduce the impact on profitabilitydue to downward revision in energy norms your Company intends to further reduce thespecific energy consumption in its Ammonia and Urea Plants at Thal. As a step in thisdirection your Company has set-up and commissioned Gas Turbine Generator (GTG) of 2 x 25MW 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. Theestimated energy saving is 0.35 Gcal/MT of Urea and the project cost is about ?363.80Crore. Energy saving of about 0.30 Gcal/MT of Urea has been achieved so far and 0.05Gcal/MT will be achieved by Dec-2019 after installation of new motor driven ARC-IVcompressor.

Vortex Mixer & Conversion Booster for Thai Urea Reactor

Scheme involved installation of Vortex Mixer and Conversion Booster in the UreaReactors of all three units aiming to reduce specific steam (medium pressure) consumptionby 50 kg/MT of Urea. Installation of Vortex Mixer with conversion booster in Urea reactorof Urea-11 was done in Jan. 2018 and that in Urea-21 and Urea-31 was done in November2018. 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 wasimplemented at a cost of Rs 1 0.13 Crore. VAM unit was commissioned with PAC-II in August2018 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 carriedout with investment of Rs 1 07.90 Crore. Revamping of CO2 compressor wascompleted for Urea 11 in Jan. 2018 and revamping of Urea-21 and Urea-31 was completed inNov. 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 inDecember 2018 at the cost of Rs 9.34 Crore. Energy saving of 0.009 Gcal/MT of Urea isachieved.

PROJECTS UNDER IMPLEMENTATION:

Gas Turbine at Trombay:

New energy norms for Trombay Urea are sheduled to be effective from 01.04.2020. YourCompany is implementing some energy reduction projects in order to reduce impact onprofitability. 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 withan 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 LSTKbasis. Estimated project capital cost is about Rs.427 Crore. Excepted Energy Saving is0.30 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 Trombayunit given the competing demand for water in the city. Recognizing this your Company issetting up one more new Sewage Treatment Plant (STP) adjacent to the existing STP with acapacity to treat 22.75 Million Litres per Day (MLD) of Municipal Sewage to produce about15 MLD of treated water. A portion of the treated water will be supplied to M/s BharatPetroleum Corporation Ltd. (BPCL) on mutually agreed terms. Estimated project capitalcost 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 SASwitzerland. 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 andexpected 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 totalestimated investment of Rs.71 Crore. The Basic Engineering is being done by KBR USA andDetail Engineering is being done by PDIL India. The scheme is envisaged to result inenergy saving of 0.25 Gcal/MT of Ammonia and work is under execution and expected to becomplited by March 2021.

Ammonia V PAC & CO2 compressor internals & turbine replacement atTrombay Unit

The drive turbines of Process Air Compressor (PAC) and CO2 compressor areconsuming more steam than design. Replacment of the drive turbines of PAC and CO2Compressors & revamp the present PAC and CO2 compressors by replacing onlythe internals with improved design on proprietary basis through BHEL (OEM for thesemachines) likely to be commissioned in June 2019. The expected energy reduction is around0.199 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 anestimated cost of Rs 346.88 Crore. Energy saving expected is 0.21 Gcal/MT of Urea. Projectis 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 atestimated cost of '6.60 Crore. Saving expected is 0.004 Gcal/MT of Urea. Scheme will becompleted 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 10000 MT perAnnum capacity using STP & ETP sludge and gypsum sourced in-house at Trombay unit.The project shall serve dual purpose of producing & marketing organic fertilizer asper Government mandate as well as the disposal/management of STP & ETP sludge with themanufacturing of value added product giving clean environment. Estimated Project CapitalCost 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 energyefficiency of the plant your Company is exploring possibilities to revamp AN Melt Sectionof 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 20:20:0which is sold under brand name Suphala. Your Company is exploring possibility of revampingANP Granulation section for manufacturing other grades ofNPK like 12:32:16 10:26:26 and20:20:0:13. The estimated cost of the project is Rs 1 72 Crore.

ETP up-gradation at Thal

Upgradation of ETP for treating 12000 M3/Day effluent at an estimated costof '71 Crore. Benefit will be recycling of treated effluent as a raw water to the tune of9600 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 atestimated cost of Rs 20.78 Crore to utilize power generated from GT. Saving expected is Rs1 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 throughexpander 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) andFertilizer Corporation of India Limited (FCIL) is contemplating to set up a fertilizercomplex comprising of 2200 MTPD Ammonia plant and 3850 MTPD Urea plant at FCIL TalcherOdisha based on coal gasification technology. Coal will be made available locally. Landand certain facilities needed for the project will be provided by FCIL. The project willutilize state-of-the- art Coal Gasification Technology from M/s Shell Eastern

Pte Ltd. (Now M/s. Air Products) A joint venture company ‘Talcher FertilizersLimited' has been incorporated for establishing and operating Coal Gasification basedfertilizer complex.

The estimated Project capital cost is approx. Rs 1 1611 (15%) Crore (RCF share is Rs1 033.53 Crore (15%). LSTK tenders are floated for Coal Gasification and Ammonia-Ureaplant. Priced Bids are opened. Tender for offsite Utilities and various contracts are inadvance stage.

The project is of strategic importance for the country as it aims to make breakthroughfor an alternative source of feedstock in the form of abundantly available coal fromdomestic sources in place of natural gas. Success of this project is expected to be a gamechanger and shall pave a way forward to the production of chemicals and fertilizers fromabundantly available coal resulting in less dependency on RLNG imports. It will also helpin 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 injoint venture for revival of Namrup unit of Brahmaputra Valley Fertilizer CorporationLimited.

The proposed project entails setting up a Urea plant with an annual capacity of 1.27Million MT. The estimated Project Cost is about '7600 Crore. The feasibility study forthe project is being carried out by PDIL.

JV Project in Gabon

Republic of Gabon plans to set up green-field Ammonia- Urea fertilizer complex atMandji Island near port - Gentil of West coast of Gabon. The Urea plant capacity isenvisaged to be 1.27 Million MT. Invitation to participate in Gabon Fertilizer Projectcomprising Ammonia-Urea fertilizer complex was received from DoF. Due diligence study iscompleted. There is likelihood of induction of another Indian JV Partner. The estimatedProject Capital Cost is USD 1469.43 Million i.e. about Rs 1 0286 Crore.

JV Project in Syria and Jordan

In Syria and Jordon investment opportunities for development of rock phosphate minesand 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 thejoint ventures of your Company forms part of consolidated financial statements incompliance with Section 129 and other applicable provisions if any of the Companies Act2013. The financial statements of the joint ventures and related information are availablefor inspection by the members at the Registered Office of your Company during businesshours on all days except Saturdays Sundays and public holidays up to the date of theAnnual General Meeting (AGM) as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office of your Company. The financial statementsincluding the consolidated financial statements and all other documents required to beattached 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 ChemicalsTravancore Limited (FACT) by incorporating FACT-RCF Building Products Ltd. to set up aRapidwall project at Kochi. Both your Company and FACT have 50:50 equity holding in theCompany. The plant is in operation. There is a substantial reduction in the losses andproducts manufactured by the Company has very good potential therefore your Company wouldcontinue to support it in the coming years.

Urvarak Videsh Limited (UVL)

Urvarak Videsh Limited (UVL) was incorporated on 18th July 2008 as Special PurposeVehicle (SPV) with equity participation of Rashtriya Chemicals and FertilizersLimited(RCF) National Fertilizers Limited (NFL) and Krishak Bharti Co-operative Limited(KRIBHCO) with the object of setting up joint venture in India and abroad formanufacturing mining long term tie ups for Nitrogenous Phosphatic and PotassicFertilizers and fertilizer raw materials including exploring the possibility of makinginvestments and rendering Consultancy services etc. The company explored manyalternatives to take up various projects but the same did not fructify due to want offunds as UVL business objective requires heavy capital investment. As the Company couldnot take up any business the Board of UVL had decided to declare the company as a Dormantcompany for the time being in terms of the provision of section 455 of the Companies Act2013 as the keeping the status of the company as active was not serving any purpose. Asand when proper opportunities arise in future business activities can be started by thecompany 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 nameTalcher Fertilizers Limited for revival of FCIL's fertilizer unit at Talcher byestablishing and operating coal gasification based fertilizer complex. The equityparticipation of RCF CIL and GAIL is 29.67% each and that of FCIL is 10.99%. During theyear 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 intoconsideration Joint Venture Companies i.e. FACT-RCF Building Products Limited UrvarakVidesh Limited and Talcher Fertilizers Limited.

The Consolidated financial statements have been prepared under equity method along withCompany's 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 someof 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 inmany regions of India. Water pH is a critical factor in the effectiveness of manypesticides 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 theefficacy of agrochemicals.

"RCF's Water pH Balancer" was launched on 29th August 2018 in themarket 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&Ddepartment. Many trials were conducted with nanofertilizers in the in-house field farmersfield and at Research Institutes. The effects of these experiments are supporting forcommercialization of these fertilizers.

Lot of efforts have been put in for the development of Nanoorganic fertilizers withbiologically synthesized nanoparticles. This formulation will be applied for patent by theyear 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 croppingsystem. 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% withconcomitant reduction in agro input.

Bio-nano fertilizer was also developed to enchance the efficacy and shelf life ofbiofertilizers. 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 ofMaharashtra state. Farmer's field demonstration were undertaken during these programs.Field trials were conducted at District Nashik on rose and Grapes. The effective use ofpackage of nutrients and the importance of soil testing was demonstrated. Similar trialswere conducted at Thal Alibag on onion crop. Explicit effect of package of nutrients wasseen on the crop productivity in all the trials.

The outcome of the studies conducted on crop growth and yield was published in thein-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 forsolid waste management composting is being carried out by R&D unit. Biodegradablewaste material is being converted to good quality compost.

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

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

Plant Growth Regulator

In view to promote Integrated nutrient management system to enhance yield thesustainability of the system and effectiveness of conventional mineral fertilizers acompletely 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 usefulspecifically for cash crops viz. Grapes oranges floriculture etc. along with allvegetables and cereals.

Silicon Product

In recent years Silicon (Si) has become more globally accepted as an agriculturallyimportant addition. Beneficial effects of Si includes enhancing plant resistance andtolerance to various biotic and abiotic stresses. Si mitigates multiple abiotic stressesviz. salinity drought flooding freezing high temperature ultraviolet radiation andmineral nutrient deficiency/toxicity stress. Contributes to increased food safety higherproduction 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 cropssuccessfully. This shall be commercialized during 2019-20 adding another beneficialproduct to the basket of your Company.

ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL

Your Company is committed to ensuring clean environment beyond satisfying allstipulated requirements laid down by the statutory authorities around its operatingunits.

Your Company has established ISO 14001 compliant Environment Management System (EMS)and has certification for IFA Protect & Sustain Product Stewardship System ofinternational standard for environment protection Safety and product security at its boththe manufacturing units covering aspects of products in Agriculture farm and end users.The Systems are constantly upgraded and regular internal audits and Management Reviews arecarried out to ensure compliance and continuously improve the system. Apart from Stackmonitors which continuously monitor the emissions four fixed ambient air qualitymonitoring stations are in place at both Trombay and Thal to monitor ammonia NOx SO2Particulate matter (PM10 & PM2.5) & metrological parameters. Both units of yourCompany are connected to MPCB and CPCB servers for continuous on line data of stack andeffluent parameters.

The Effluent Treatment plants at Trombay and Thal have ensured that the environment inand around the both operating units are fully protected. Environmental safety of neighborsaround operating units are taken care. Various schemes with state of the art technologiesand modernization schemes are implanted to reduce energy consumption and wastages of thescarce natural resources. The waste streams from the plants are recycled/ reused foruseful purpose.

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

The integrated Effluent Treatment Plant in both Operating Units ensures that effluentdischarged from the factory meets the statutory requirements laid down by the PollutionControl Board.

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

For increasing awareness regarding environment and safety public awareness campaignprogrammes are arranged by Trombay and Thal units by providing demonstrations to localyouth college and school students housing societies Panchayat offices ladies clubmembers and household members in the adjoining localities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility' the Companyhas undertaken several projects in the areas of rural development promoting health careand education aimed for the benefit of needy and for general good of the society. Theseprojects are in accordance with Schedule VII of the Companies Act 2013 and the Company'sCSR policy. The report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure -I and forms an integral part ofthis report. During the year your Company has spent Rs 3.88 Crore on CSR activities. Theactivities in brief are as under:

Education

a. Scholarship to meritorious students

Your Company offers a number of scholarships to students of SC / ST/ OBC communitiesfor pursuing studies. Lodging Boarding and Education expenses of selected students atShivaji 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 twentyfive unaided schools in and around Trombay area. The scheme is implemented through anNGO ‘ISKCON Food Relief Foundation' which supplies good and healthy meal to thechildren on behalf of RCF. In all 8404 students have availed the benefit of thisnutritious mid-day meal.

c. Supply of drinking water to the villages

Your Company has been providing drinking water for last 23 years to seven villagesaround Thal unit through pipelines laid down from the water reservoir in the unit andspent about '60.61 lakh on this account during the year. More than 15700 residents of thevillages 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 vanat Thal Alibag and Chembur Mumbai. Total three such medical vans (one at Chembur and twoat Thal) were running during 2018-19. At Thal on an average seven villages are covered inweekly cycles by a Mobile van and patients are benefitted from free medical servicesincluding supply of medicines. Through this facility ailments like Malaria HepatitisDengue Typhoid Diabetes etc. are treated on regular basis. The Medical Van isaccompanied with one MBBS doctor and one assistant. One medical van attends approximately25000 patients per annum.

e. Rural Sports

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

f. Livelihood enhancement projects

Your Company has also supplied paddy fruit saplings and free fertilizers to needyvillagers near Thal.

g. Aspirational District (Osmanabad)

Government of India has issued guideline to CPSEs related to utilization of CSR fundsin a focussed manner towards national priorities by adopting a theme based approach. Asper the DPE guidelines common theme identified for the year 2018-19 was School Educationand Health Care.

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

Your Company has implemented two schemes in Osmanabad :

i. Mini Science Centres : Your Company has set up "Mini Science Centres" in40 ZilhaParishad Schools in Osmanbad district. All laboratories are installed by STEMlearning Centre. It is a catalytic channel that is interactive engaging & fun that'saimed to raise awareness grasp the information & strengthen the aptitude foundationof 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 33back-drops and manuals in regional language providing hands-on experience for learningScience and Mathematics for Class 5 to 10.

ii. Medical Equipments: Your Company supplied Medical Equipment to Civil HospitalOsmanabad. The medical Equipments provided are Digital X-Ray Machine C-arm PortableX-Ray Cell Counter 5 Parts Semi Autoanalyzer Bone Drill Autoclave HorizontalSonography Colour Doppler Dental X-ray ECG Machine as per the request from DistrictCollector Osmanabad .

CPSE CONCLAVE "VISION 2022"

The Department of Public Enterprises (DPE) has embarked on a collaborative exercise forre-defining the role and functioning of Central Public Sector Enterprises (CPSEs) in thecontext of challenges and expectations emerging from broad vision of ‘NewIndia-2022'. This exercise had culminated in the CPSE Conclave "New India - Vision2022" held on 9th April 2018 at Vigyan Bhavan New Delhi which wasaddressed by Hon'ble Prime Minister.

In line with the decision taken at the CPSE Conclave DPE has prepared Broad Frameworkof Action Plan comprising of Objectives Actionable Points Metric and Responsibility andhave circulated the same amongst all CPSEs for developing Company specific actionablepoints and targets to be achieved by 2019 (short-term) and long-term (to be achieved by2022-23).

In line with above your Company has prepared the Company specific actionable pointswith targets and has been working on achieving the same. The actionable points arepertaining to contribution towards import substitution minimizing the import bill of theCountry plan to improve ranking of your Company among Fortune India 500 Companiespromotion of R&D activities Alignment of CSR activities with national prioritieshandholding of MSEs skill India movement supporting start-ups development of townshipas mini smart city reduction in wasteful expenditure increasing geo-strategic reach of aCompany.

EFFECTIVE IMPLEMENTATION OF PUBLIC PROCUREMENT POLICY FOR MICRO SMALL AND MEDIUMENTERPRISES

Government of India Ministry of Micro Small and Medium Enterprises vide order dated23rd March 2012 notified the public procurement policy in respect ofprocurement of goods and services produced and provided by Micro Small and MediumEnterprises and further amended it on 9th November 2018 vide Government oflndia Gazette Notification S.O. 5670(E) dated 9th November 2018.

The Public Procurement Policy for Micro and Small Enterprises (MSE) order 2012mandates the 20% of Annual procurement by Central Ministries/ Department and CPSEs fromMSEs including 4% from MSEs owned by SC/ ST entrepreneurs w.e.f. 1st April2015.

With amendment in Public procurement policy for Micro & Small Enterprises (MSEs)order 2012 vide GoI Gazette Notification S.O. 5670(E) dated 9th November2018 the percentage target of procurement of goods and services by GovernmentDepartments/CPSEs from MSEs is increased from 20% to at least 25% along with the provisionof minimum 3% reservation for Women owned MSEs within this 25% reservation. Out of this25% procurement from MSEs 20% shall be procurement from MSEs owned by SC/ST (SC/STentrepreneur percentage is increased from 4% to 5%). This amendment is made applicablefrom 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 toparticipate in the tender.

With concerted efforts your Company has been able to achieve 37.25 % procurement fromMSEs during 2018-19 out of total procurement of Goods and Services excluding Rawmaterials gas water electricity catalyst & proprietary items which cannot beprocured from MSEs.

SUSTAINABLE DEVELOPMENT

Your Company has taken up several Sustainable development activities including thefollowing:

New Sewage Treatment Plant

Your Company is operating Sewage Treatment Plant (STP) at Trombay Unit. The existingplant 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 MCGMwhich otherwise would have been drained in to the sea after required treatment. The plantgenerates about 15 MLD of treated water which is being used in our plants as processwater. During the year 2018-19 about 84% of process water requirement was met though STPwater.

Your Company along with M/s Bharat Petroleum Corporation Limited (BPCL) is setting upa new Sewage Treatment Plant (STP) at RCF Trombay at an approx. cost of ' 209 Crore. NewSewage Treatment Plant will be based on latest Membrane Bio-Reactor (MBR) Technology withdesign capacity to treat 22.75 Million Litres per Day (MLD) of Municipal Sewage to produceabout 15 MLD of treated water. The treated water shall be shared by RCF and BPCL. Thisproject 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 andBPCL thereby saving fresh water intake to that extent which will benefit about 30000families in the city of Mumbai. This project from your Company will be of great value toresidents of Mumbai and Society at large besides improving reliability of operations ofRCF Trombay Unit.

Solar Power Plant

In its bid towards India's vision of achieving ecologically sustainable growth yourCompany has already forayed into solar power generation.

Your Company has set up a 2 MWp ground mounted Photovoltaic Solar power plant withinthe factory premises in Trombay Unit in January 2016. In addition to this your Companyhas commissioned solar rooftop facilities at Thal Trombay & Soil Testing labs with anaggregate capacity of 2.01 MWp. The power generated is used for captive consumptionthereby reducing your Company's power import to the equivalent extent. During the year2018-19 4835 MWh of solar power was generated. The green power generated by solar plantsreplaces the conventional power generated through burning of fossil fuels leading toreduction in overall Greenhouse gas emissions.

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

VIGILANCE

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

Efforts are made constantly to keep a watch on the various activities through regularinspections and surprise checks. Systemic improvements and corrective actions aresuggested wherever necessary. The theme that "All officers are VigilanceOfficers" is implemented in the company and alertness and support of all officers istaken in implementation of Vigilance. The Vigilance Department has focused on spreadingawareness on rules/regulations procedures and solicited information/complaints from allregarding malpractices or corruption. The Vigilance Department has a complaint handlingsystem and an online

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

During the year Vigilance Department has actively contributed towards e-governance byleveraging technology in all operations in RCF. Tender documents have been made moreobjective. Transparency in existing system of dealing with the Dealers/Vendors has beenenhanced by adopting e-procurement in all procurements. The Vigilance Department has alsoushered in an era of e- clearances for issuing NOC for various purposes to the employeeslike gratuity and visits abroad.

The Vigilance Department conducted the Vigilance Awareness Week from 29.10.2018 to03.11.2018 and involved school and college students from Mumbai Thal and Pune. Thishelped in spreading Vigilance Awareness among young citizens. An Integrity club has beenestablished 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) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 highlighting theindustry structure and developments opportunities and threats future outlook risk andconcerns 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 theCompanies 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 LanguageAct 1963 and the policy of the Government. Publicity material and literature foremployees 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 (FirmRegistration Number 101794W) as Joint Statutory Auditors of your Company for the financialyear 2018-19. The Auditors would be retiring at the conclusion of the Forty First AnnualGeneral Meeting.

There are no qualifications reservations or adverse remarks made by StatutoryAuditors 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 CostAuditors to audit the cost accounts of the Company for the year 2019-20 on a remunerationof Rs 2.00 Lakh excluding applicable taxes. As required under the Companies Act 2013 theremuneration payable to cost Auditor is required to be placed before the members in ageneral meeting for their ratification. Accordingly a resolution seeking Members'approval for the remuneration payable to M/s. K. G. Goyal & Associates as CostAuditors forms part of the notice convening the Annual General Meeting for theirratification.

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 hasappointed 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 integralpart of this Report.

EXPLANATION OR COMMENTS BY THE BOARD ON SECRETARIAL AUDIT REPORT

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

The Board of Directors comprises eleven Directors consisting of four ExecutiveDirectors (including the Chairman & Managing Director); two Nominee Directors and fiveIndependent Directors. As per Regulation 17(1) (b) of the Listing Regulations and clause3.1.4 of DPE Guidelines on Corporate Governance for Central Public Sector Enterprises theChairman being an Executive Director at least half of the board of Directors should becomprised of Independent Directors. Thus the Company does not have the requisite numberof 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 ofthe Ministry of Chemicals and Fertilizers Department of Fertilizer Government of Indiaand its Directors on the Board are nominated/appointed by the President of India. TheCompany is continuously pursuing with the Government of India for the appointment ofrequisite number of Independent Directors on the Board in order to comply with theprovisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

d. SECRETARIAL STANDARDS

During the year 2018-19 your Company has complied with the applicable SecretarialStandards 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/Tribunalsthat 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 explanationsobtained 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 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

ii] the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended on that date;

iii] that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

CORPORATE GOVERNANCE

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

COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT OF PUBLICENTERPRISES

DPE Government of India has laid down certain parameters for the purpose of gradingthe CPSEs on the basis of their compliance with guidelines on Corporate Governance andthis report needs to be submitted to the Government on quarterly/annual basis. YourCompany has been complying with the Guidelines on Corporate Governance for CPSEs laid downby 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 Company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. Your Company's internal financial control overfinancial reporting includes those policies and procedures that:

1 pertains to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

2 provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of Management and Directors of the

Company; and

3 provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton 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 theBoard w.e.f. 11th December 2018.

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

Shri Harin Pathak (DIN 07552994) and Shri G. M. Inamdar (DIN 07552999) IndependentDirectors 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 tobe members of the Board for the valuable contribution made and the guidance/suggestionprovided by them which has greatly benefited the company.

As per Section 152 of the Companies Act Shri Sudhir D. Panadare (DIN: 07933191) andShri Umesh Dongre [DIN 08039073] Directors retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for reappointment.

DECLARATION OF INDEPENDENCE

All independent Directors of the company have given declaration confirming that theymeet the criteria of independence as prescribed under Section 149(6) of the Companies Act2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD

The Company's Board has the following committees:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Share Transfer Committee

iv. Nomination and Remuneration Committee

v. Committee on Corporate Social Responsibility (CSR)

vi. Empowered Committee for Procurement.

vii. Risk Management Committee

The details of the committees along with their composition number of meetings held andattendance of each director at the meetings are provided in the Corporate GovernanceReport.

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

As per notification dated 5th June 2015 issued by Ministry of CorporateAffairs provision of section 134(3) (e) of the Companies Act 2013 regarding disclosureof its policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatter provided under sub- section (3) of section 178 of the Companies Act 2013 are notapplicable 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 theremuneration of each director to the median employee's remuneration and other such detailsincluding the name and other particulars

of every employee of the company who if employed throughout/part of the financialyear was in receipt of remuneration in excess of the limits set out in the rules are notprovided in terms of section 197(12) read with rule 5(1) (2) of the Companies(Appointmentand Remuneration of Managerial Personnel) Rules 2014 being not applicable to aGovernment company as per notification dated 5th June 2015 issued by Ministryof Corporate Affairs.

MEETINGS OF THE BOARD

Fourteen (14) Board Meetings were held during the year. The details of the BoardMeetings held during the financial year 2018-19 are provided in the Corporate GovernanceReport.

BOARD EVALUATION

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

Your Company has evaluated the performance of the Independent Directors for the year2018-19 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 providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized 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 ofA1+ by CRISIL and CARE Ratings signifying a very strong degree of safety regarding timelypayment of financial obligations maturing within one year. Also the long term creditrating (domestic) of AA has been re-affirmed by ICRA and India Ratings signifying very lowcredit risk of the Company.

PARTICULARS OF EMPLOYEES

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

RELATED PARTY TRANSACTIONS

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

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

The details of the investment in equity made by the Company as on 31stMarch 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 accompanyingfinancial 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 haspaid total '51 Crore (T2 Crore during the year 2017-18 and Rs 39 Crore during the year2018-19) to Dena Bank as one time settlement which includes an amount of Rs 25.50 Crorebeing the share of The Fertilisers and Chemicals Travancore Limited the joint venturepartner in FRBL. This amount is shown as interest bearing inter corporate deposit given.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

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

During the year no complaint of Sexual Harrassment of Women at Workplace was receivedby the internal complaints committee formed by your Company under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

RIGHT TO INFORMATION(RTI)

In order to promote transparency and accountability an appropriate mechanism has beenset up across the Company in line with the provisions of the Right to Information Act2005. Your Company has nominated CPIO/ACPIOs/ Appellate Authorities at its units/officesacross 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 which136 has been resolved.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules

2014 is annexed to this Report as Annexure IV and form an integral part of thisreport.

EXTRACT OF ANNUAL RETURN

As per the requirements of section 92(3) of the Companies Act and rules framedhereunder the extract of Annual Return in form MGT-9 is annexed to this Report asAnnexure V and form an integral part of this report. The same is available on theCompany's 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 DisclsoureRequirements) Regulations

2015 the Business Responsibility Report initiatives taken from an envior social andgovernance prospective in the prescribed format is available as a separate section of theAnnual Report and forms an integral part of this report. Business Responsibility Report isalso available on the Company's website www.rcfltd.com .

ACKNOWLEDGMENT

Your Directors wish to gratefully acknowledge the valuable guidance and continuedsupport extended by Government of India and in particular the Department of Fertilizersand the Office of Fertilizer Industry Co-ordination Committee (FICC) Railways DPEMembers of MOU Task force and other Central Government Departments and Agencies.

The Board also wishes to acknowledge with sincere gratitude the help and unstintedsupport from the Government of Maharashtra and other State Governments MSEB MIDCvarious Media Municipal Authorities Maharashtra Pollution Control Board FactoryInspectorate and IBR Bankers to your Company Financial Institutions Dealers andCustomers.

Your Board wishes to acknowledge gratefully the confidence posed unstinted supportand suggestions made to the Board by the esteemed Share Owners of the Company. The Boardalso wishes to place on record the positive suggestions and guidance provided by theStatutory Auditors Cost Auditors the Office of the Principal Director of CommercialAudit and Secretarial Auditor.

Last but not the least your Directors take pleasure in placing on record their deepappreciation of the excellent contribution made by the employees of your Company at alllevels 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


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