Fertilizers & Chemicals Travancore Ltd

DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the 80^th Annual Report on the performance of the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^stMarch, 2024.

Your Directors are happy to inform you that during the financial year 2023-24, the Company has maintained the production, and sales at almost the same level as the previous year.

The Financial year 2023-24 was a challenging year for the fertilizer industry as a whole, with volatility in the international market and unfavorable climatic conditions. The revised Nutrient Based Subsidy (NBS) rates, considering the time gap, were not commensurate with the cost of raw materials. Prices of the products also came down, affecting the realization of the products. Recoveries towards NBS revisions, unreasonable profit and naphtha compensation of prior years had to be accounted for during 2023-24. In spite of these challenges FACT managed to book a profit of Rs.146.17 Cr.on a turnover Rs. 5054.93 Cr.

Based on Market Capitalization, as on March 31, 2024, your Company is one among the top 500 listed Companies.

Performance Highlights;

• Net profit of '146.17 Cr.

• Turnover Rs.5054.93 Cr.

• Total Fertilizer production 10.70 Lakh MT.

• Caprolactam Production 34,662 MT.

• Sale of 1175574 MT Fertilisers.

• Sale of 34,841 MT Caprolactam.

• New Sulphuric Acid storage tank at Cochin Division and the reconstruction of the South Coal Berth at Willingdon Island commissioned successfully.

• Ranked 179^thamong the listed companies in terms of Market Capitalization as on 31.03.2024.

• Received the MKK Nayar Productivity Award 2023 for the Best Productivity Performance in the category of Very Large Industries.

• Best Hindi Implementation & OL Magazine Awards from TOLIC (PSU), Kochi.

1. Financial Results (Standalone)

Financial Results of the Company for the year ended March 31,2024 is summarized below:

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors of the Company (the Board) has formulated and adopted the Dividend Distribution Policy. The policy is hosted on the website of the Company at the link https://fact.co.in/home/Dynamicpages?MenuId=914.

Dividend

For the Financial Year 2023-24, the Board has recommended a Dividend of Rs.0.97/- (ninety-seven paise) per equity share of face value of Rs.10/- each. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits for the year 2023-24. The Dividend on equity shares is subject to the approval of shareholders at the Annual General Meeting scheduled to be held on 27th September 2024.

Based on the number of equity shares, as on date of this report, the dividend, if approved would result in a cash outflow of Rs.62.76 Cr.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. No amount has been transferred to reserves for the financial year 2023-24.

Operations and Performance Production

Excellent production with more than 100% capacity utilisation could be achieved and FACT once again produced more than one million tonnes of fertilisers.

Marketing

The Company has also started selling the new products like PDM/PROM/Nano UREA/Nano DAP. The company also appointed stock point dealers in Karnataka, Andhra Pradesh and Telangana for the first time which will improve Godown facility/wide spread availability of stocks for the dealers/farmers.

The company recorded total sales of all products at 11.76 lakhs MT for the year 2023-24, marking an 18% growth compared to previous year's sales of 9.96 lakh MT in spite of adverse climatic conditions and stiff competition.

Memorandum of Understanding with Government of India

Your Company has been entering into a Memorandum of Understanding (MoU) with the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Government of India, setting the performance parameters and targets every year. Company has secured 'Good' rating for the MoU for the year 2022-23. The evaluation of MoU performance for 2023-24 has not been finalized.

The MoU for 2024-25 is under finalization by the Govt. of India.

Management Discussion and Analysis Report

Management Discussion and Analysis Report covering the operational aspects for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) is presented in a separate section forming part of Directors' Report.

Roadmap for sustainability/Capital Projects

The Union Cabinet accorded approval in 2019-20 for CAPEX worth Rs.608 crore to implement essential capital jobs for enhancing the reliability of production plants, complying with changing statutory requirements and setting up of additional raw material storage tanks and plant. Critical renovation and modernizing schemes for debottlenecking raw material and product handling facilities also form part of CAPEX.

The CAPEX projects of Ammonia barge, sulphuric acid tanks and South coal berth reconstruction and Q9-Q10 connectivity have been completed. Other schemes are under various stages of implementation. With the commissioning of the new NP plant, the fertilizer production capacity of the company will increase by over 5 Lakh MT per annum.

FACT is in the process of commissioning/implementing various CAPEX projects to enhance the production capacity and the sustainable growth of the Company in the long run.

Details of major projects, completed at the end of 2023-24 and the status of projects which are in progress are summarized below;

• The new ammonia barge, Pearl of Periyar, for transporting Ammonia between production divisions and Cochin Port through inland waterways was commissioned in November 2022.

• The reconstruction of South Coal Berth at Cochin Port for import of Ammonia under Sagar Mala scheme was completed in March 2023.

• Two additional Sulphuric Acid storage tanks (5000 MT capacity) at Cochin Division were commissioned in April 2023.

• New pipe lines for unloading Sulphuric Acid and Phosphoric Acid from Q9 Berth of Cochin Port was commissioned in January 2024.

• The civil works for the 1650 MTPD NP plant at CD is progressing. The equipments started arriving at site.

• Construction of 10000 MT Ammonia storage tank at Cochin Division completed and precommissioning activities are progressing.

• Construction of two Phosphoric Acid storage tanks (5900 MT each) at Willingdon Island -Civil and Mechanical works are progressing.

Sustainable Development

Your Company is giving priority on implementing several sustainable development activities. The Petro plants which was being operated on Captive Power supply, was switched to Grid supply from 03.02.2023 onwards. This has led to savings in RLNG consumption for captive power generation.

Industrial Relations

During the financial year 2023-2024, cordial industrial relations were maintained across all Divisions of the Company.

The managerial personnel were paid Performance Related Pay in December 2023. Enhancement of age of retirement of below Board level employees from 58 to 60 years was implemented as approved by Department of Fertilizers, Government of India.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI and the guidelines on Corporate Governance issued by the Department of Public Enterprises, Government of India. The Board lays emphasis on transparency and accountability for the benefit of all stakeholders of the Company. The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annexed to this report, forms an integral part of this report.

Business Responsibility and Sustainability Report

In accordance with Regulations 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (SEBI), in May 2021 introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (BRSR). BRSR is a significant step towards giving platform to the Companies to report the initiative taken by them in the areas of environment, social and governance. SEBI has mandated top 1000 Listed Companies, based on market capitalisation to publish BRSR from financial year 2022-23 onwards. Accordingly, your directors are glad to present the BRSR report of FACT for the financial year 2023-24 and it is part of the Annual Report of the Company.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, prepared in accordance with Section 129(3) of the Companies Act 2013 and relevant accounting standards form part of the Annual Report.

The Consolidated Financial Statements have been prepared under equity method along with Company's Standalone Financial Statements.

Material changes and commitment

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31^st March, 2024) and the date of the report. Similarly, there was no change in the nature of business of the Company during the financial year 2023-24.

Associate/JV Company

FACT-RCF Building Products Limited (FRBL) is a joint venture (JV) company of FACT.CIRP has been initiated in respect of FRBL w.e.f 11.01.2024.Kerala Enviro Infrastructure Limited (KEIL) has ceased to be an Associate Company of FACT. In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the associate company/joint ventures in Form AOC-1 is provided as part of the Annual Report.

Report on financial position and Performance of Joint Venture

During the financial year 2023-24, the financial results of FRBL shows a net loss of Rs.263.24 Lakhs. Due to the accumulated loss, the entire net worth of FRBL has been eroded. FACT has created provisions for the entire investment made in FRBL.

ISO Certification

All fertilizer plants in Udyogamandal Complex and Cochin Division are certified for ISO 14001:2015 and ISO 9001:2015. FACT Cochin Division is certified for ISO 45001:2018. FACT Udyogamandal Division is certified for ISO 50001:2018.

Pollution Control Activities

FACT prioritizes ensuring clean air and a better living environment for the inhabitants in and around the factory.

The effluent treatment plant and emission control facilities run year-round. The treated effluents and gas emissions released from the plants meet the standards set by the Central Pollution Control Board and the Kerala State Pollution Control Board.

As per directions from Central Pollution Control Board (CPCB) & Kerala State Pollution Control Board (KSPCB), continuous online monitoring and web uploading are in progress. All analyzers as per guidelines have been installed and the parameters are uploaded in KSPCB & CPCB websites. Caprolactam plant was continuously online during the Financial Year 2023-24.

The Company could maintain all effluent parameters within limits as specified by the statutory authorities. As per an agreement between FACT and Kerala Enviro Infrastructure Limited (KEIL), the accumulated stock of hazardous wastes viz., spent V2O5 catalysts, ETP sludge,Sulphur Muck and E-waste were sent to KEIL for final disposal.

Scheme for solid waste management is being implemented by providing separate Bin for metal scraps, bio degradable and non-bio degradable wastes. Solid waste is collected and further segregated at designated facility.

As per directions from Central Pollution Control Board (CPCB) & Kerala State Pollution Control Board (KSPCB) requirement, emission and effluent data in respect of the following are being uploaded to the website of KSPCB & CPCB.

• SO2 emission from Sulphuric Acid plant stack

• Ammonia, Fluoride and particulate matter emission from complex fertilizer plant stack

• Fluoride and particulate matter emission from Phosphoric Acid plant stack.

• pH, Fluoride, Ammoniacal Nitrogen and flow of effluent outlet.

Official Language

FACT continued to give top priority for the propagation and implementation of the Official Language Policy of the Ministry of Home Affairs, Govt. of India from time to time. The Quarterly Meetings of Official Language Implementation Committee is regularly held under the chairmanship of Chairman & Managing Director to review the progressive use of Hindi in Official work.

Workshops, competitions/programmes, Seminar and Hindi Fortnight celebrations were organised during the year. The Company provides incentives to the employees to promote official work in Hindi.

FACT was awarded second prize for its excellent work in the field of Official Language Implementation in the "Hindi Advisory Committee" meeting held at New Delhi on 30 May 2023 under the Chairmanship of the Hon'ble Minister of Chemicals and Fertilisers.

FACT was awarded First Prize for Home Magazine Rashtravani and also awarded Rajyabhasha Shield - second prize for its commendable work in the field of Official Language Hindi during the year 2022-23 by Kochi TOLIC (PSU).

Public procurement policy of Micro and Small Enterprises (MSEs) Order 2012

Company is giving priority to Micro and Small Enterprises for procurement as per directives issued by the Government of India from time to time.

During the Financial Year 2023-2024, the Company procured material & services worth Rs.335.27 Cr (66.74% of total procurement other than feed stocks & fertilizers) from MSEs. Out of which Rs.0.35 Cr (0.07%of total procurement) is from MSEs owned by SC/ST entrepreneurs and Rs.13.71 Crore (2.73% of total procurement) is from women entrepreneurs. Most of the feed stocks and Fertiliser inputs procured by FACT are not available with the MSEs.

During the Financial Year 2023-24 FACT has participated in one vendor development programme organized by MSME Development and Facilitation Office, Thrissur.

FACT is registered with TReDs platform of Receivable Exchange of India Limited (RXIL) a joint venture by SIDBI and NSE for providing bill discounting facilities to MSMEs.

Directors and Key Managerial Personnel Appointments

The Department of Fertilizers, vide Order No. 95/1/2019-HR PSU (pt.2) dated 06^thDecember 2023 notified the appointment of Shri. Manoj Sethi (DIN:00301439) as Part-time Government nominee director, on the Board of Directors of FACT.

Government of India, Ministry of Chemicals & Fertilizers, Department of Fertilizers, vide Order No. 86/2/2017-HR-I (Part) dated 22^nd February, 2024 notified the appointment of Shri. S. C. Mudgerikar (DIN:03498837) as Chairman and Managing Director on the Board of Directors of FACT.

Retirements and Resignations

Shri Kishor Rungta (DIN:00231106), Chairman and Managing Director ceased to be a Director of the Company with effect from 01 ^stFebruary, 2024, on completion of his term of appointment.

The Board extends its utmost appreciation for the invaluable services rendered by Shri Kishor Rungta during his tenure as CMD. Under his exemplary leadership, the Company achieved unprecedented milestones in production, sales, turnover, profits, and market capitalization.

In accordance with the order from the Government of India, Ministry of Chemicals & Fertilizers, Department of Fertilizers, Shri Taranjit Singh ceased to be the Government Nominee Director on the Board of the Company effective 7th December 2023.

The Board expresses its gratitude for the contributions made by Shri Taranjit Singh during his tenure as Director of the Company.

Reappointment of Independent Directors

During the financial year 2023-24, no Independent Director was reappointed on the Board of the Company as per section 149 (10) of the Companies Act 2013.

Disqualification of Directors

None of the Directors has incurred any disqualification as provided under section 164 of the Companies Act 2013.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of your company are:

a) Shri. Kishor Rungta, Chairman and Managing Director until 01^st February 2024;

b) Shri. S.C. Mudgerikar, Chairman and Managing Director w.e.f 22^nd February 2024;

c) Shri Anupam Misra, Director (Marketing)

d) Shri. S. Sakthimani, Chief Financial Officer & Director (Finance);

e) Dr. K Jayachandran, Director (Technical)

f) Ms. Susan Abraham, Company Secretary.

Annual Evaluation of Board.

FACT being a Government Company, all appointments on the Board is made by the Government of India, Ministry of Chemicals and Fertilizers, Department of Fertilizers. The performance of Directors is evaluated by the Ministry of Chemicals & Fertilizers, Department of Fertilizers, Government of India. As per Government of India, Ministry of Corporate Affairs notification dated 5^th June 2015, clause (e) and (p) of subsection 3 of Section 134 of the Companies Act 2013 relating to appointment, remuneration and Annual evaluation of the performance of the Board is not applicable to FACT.

However, the independent directors in a meeting held on 26.03.2024 reviewed the performance of non independent directors, reviewed the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board and reviewed the performance of the Chairperson of the company as per Regulation 25(4) of SEBI (LODR) Regulations.

Independent Directors' Declaration

The independent directors made declaration of independence under sub-section (6) of Section 149 of Companies Act, 2013 during the financial year 2023-24. In the opinion of the Board there has been no change in the circumstances affecting their status as independent directors of the company and the Board is satisfied of the integrity, expertise and experience of all Independent Directors on the Board. Further based on the declaration received from directors, the Board confirms, that the Independent Directors fulfill the conditions.

Meetings of the Board

During the financial year 2023-24,four (4) meetings of the Board were convened and held. The details of the meetings of the Board of Directors are given in the report on Corporate Governance, which is part of this report. The intervening gap between the meetings was within the limit prescribed under the Companies Act, 2013.

Secretarial Standards

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively, have been followed by the Company.

AUDITORS

(1) Statutory Auditors and Statutory Auditor's Report

M/s. G. Venugopal Kamath & Co., Chartered Accountants, Kochi, was appointed as Statutory Auditors of the Company for the financial year 2023-24 by the Comptroller and Auditor General of India.

M/s Shanker Giri & Prabhakar, Chartered Accountants, Chennai, was appointed as Branch Auditors for the year 2023-24, for the Area/Regional Offices at Tamil Nadu and Kerala, by the Comptroller and Auditor General of India.

M/s CKS Associates, Chartered Accountants, Hyderabad, was appointed as Branch Auditors for the year 2023-24 for the Area/Regional Offices at Andhra Pradesh, Telangana and Karnataka States by the Comptroller and Auditor General of India.

Statutory Auditors has not made any qualification or adverse remarks on the Financial Statements for the financial year 2023-24.

(2) Cost Audit

As prescribed under section 148 of the Companies Act ,2013, read with the Companies (Cost Report and Audit) Rules 2014, cost accounting records are being maintained by the Company. M/s BBS & Associates, Cost Accountants, Kochi has been appointed as Cost Auditors of the Company for the year 2023-24. Cost Audit report for the financial year 2022-23 was filed with Ministry of Corporate Affairs on 06^thOctober 2023.

(3) Secretarial Audit

M/s CaesarPintoJohn & Associates, Company Secretaries, Kochi, has been appointed as Secretarial Auditors of the Company for the year 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure-2. The Secretarial Auditor has made the following observations in their Secretarial Audit Report.

During the financial year from 01.04.2023 to 31.03.2024, half of the Board of directors of the Company does not comprise of Independent Directors. Two Third of the members of the Audit Committee does not comprise of Independent Directors from 26/05/2023 to 05/07/2023. All the members of the Nomination and Remuneration Committee are not non-executive directors and comprise of only one Independent Director from 26/05/2023 to 05/07/2023

Explanation on observations made by Secretarial Auditors in their report is given below;

FACT is a Central Public Sector Undertaking (PSU). The appointment of all Board members at FACT is based on nominations made by the Department of Fertilizers, under the Ministry of Chemicals & Fertilizers, Government of India. During the interim period between the conclusion of the term of one Independent Director and the appointment of new Independent Directors, requisite number of Independent Directors were not available to constitute the Audit Committee and Nomination & Remuneration Committee as stipulated by the SEBI (LODR) Regulations, 2015.

Audit Committee

In line with the provisions of Section 177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 an Audit Committee of the Board has been constituted. Details of Members/ Meetings of the Audit Committee are elaborated in the report on Corporate Governance annexed here with.There were no instances in which the Board has not accepted any recommendation of the Audit Committee.

Public Deposit

During the financial year 2023-24, the Company has not accepted any deposit from public.

Investor Education and Protection Fund (IEPF)

During the year 2023-24 no amount is required to be transferred to Investor Education and Protection Fund and therefore FACT has not transferred any amount to Investor Education and Protection Fund. No amount is pending for transfer to IEPF.

Contract or arrangement with related parties

The transactions entered into with related parties for the year under review were on arms' length basis and in the ordinary course of business. The disclosure in form No AOC-2 for the transactions with related parties during the period under review is enclosed as Annexure -3.

Corporate Social Responsibility

FACT continued to give priority on various Social Responsibility measures during the financial year 2023-24. The Company has constituted a Board level Committee as per the provisions of Companies (Corporate Social Responsibility Policy) Rules 2014. Annual Report on CSR as per the provisions of Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed to this report as Annexure-4.

Risk Management

FACT has formulated a risk management policy for identification of potential area of risk and mitigation of the same. FACT is having adequate risk management infrastructure in place, capable of addressing all potential risks.

Vigil Mechanism & Whistle Blower Policy

FACT is having a vigil mechanism for directors and employees to report their concerns. The Directors and employees can approach Chairman, Audit Committee of the Board directly and report their concern in appropriate case. The vigil mechanism and whistle blower policy is published in the web site of the Company www.fact.co.in. and can be download using the link https://fact.co.in/home/ Dynamicpages?MenuId=45 Code of Conduct

FACT is having a code of conduct known as FACT Code of business Conduct and Ethics applicable to the members on the Board and all senior executives of the Company. The code has been posted on the Company's website www.fact.co.in and can be download using the link https://fact.co.in/home/ Dynamicpages?MenuId=2959

The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and senior executives of the Company. It also includes the duties of Independent Directors as laid down in the Companies Act, 2013.

The Board members and Senior Executives of the Company have affirmed compliance of the code of Conduct for the financial year 2023-24.

Prevention of Insider Trading

There have been no reported instances of insider trading involving FACT shares to date. A Code of Conduct on the Prohibition of Insider Trading is available on the Company's website and can be accessed via the following link: https://fact.co.in/home/Dvnamicpages?MenuId=849.

Particulars of Loan given, Investment made, Guarantees given and Securities provided

Particulars of Investment made by the Company are provided in the financial statement for the year 202324.

During the financial year 2023-24, FACT has not provided any loan/guarantee or made any investment within the purview of Section 186 of the Companies Act 2013.

Internal Controls & their Adequacy

The Internal Control systems are reviewed by the Audit Committee. The Company being a Government owned company is subject to Audit by C&AG. The adequacy of Internal Control procedures is also reviewed by the Statutory Auditors in their Audit Report.

The Company's internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this Integrated Report 2023-24.

Particulars of Employees and related disclosures

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

As per the notification dated 05^th June, 2015 issued by the Ministry of Corporate Affairs, Government of India, section 197 of the Companies Act, 2013 is not applicable to a Government Company.

Vigilance

Vigilance department in FACT is an integral part of the management function and plays a crucial role in ensuring transparency, integrity and accountability within the organization. The primary objective of the vigilance department in FACT is to prevent corruption, misconduct, fraud and abuse of power thereby upholding the public trust and promoting good governance.

The work profile of Vigilance department includes handling of complaints, investigation of verifiable complaints having vigilance angle, surprise inspections, regular surveillance and intelligence gathering, scrutiny of procurement/contract files, scrutiny of property returns of employees, monitoring the rotation of staff in sensitive areas, coordination with CVC and other Government Departments.

During the financial year 2023-2024, as per the directives of the Central Vigilance Commission (CVC), the week from October 30^th to 5^th November 2023 was observed as the Vigilance Awareness Week, with the theme "Say No to Corruption; Commit to the Nation".

Integrity Pact

An Integrity Pact in line with Government of India guidelines in this regard has been finalised and implemented in the Company.

The Right to Information Act 2005

FACT is complying the provisions of the Right to Information Act 2005 and the details relating to Public Information Officer, Assistant Public Information officer, Appellate Authority, Nodal officer etc. are published on the website of the Company www.fact.co.in and can be download using the link https://fact.co.in/home/Dvnamicpages?MenuId=472

Annual Return

The Annual Return of the Company as provided under Sub section (3) of Section 92 of Companies Act, 2013,is published on the website of the Company, https://fact.co.in/home /Dynamicpages?MenuId=41

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information regarding the conservation of energy, technology absorption, and foreign exchange earnings and-outgo as required to be disclosed in terms of the Companies (Accounts) Rules 2014 is set out in a separate statement as Annexure-1.

Director's Responsibility Statement

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

(a) in the preparation of annual accounts for the year ended March 31,2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of profit and loss statement for the year ended March 31,2024.

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the company under any scheme.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the whole time Directors of the Company receive any remuneration or commission from its Associate Company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

7. No fraud has been reported by the auditors to the Audit Committee or to the Board.

8. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

9. The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

Acknowledgement

Your Directors gratefully acknowledge the valuable guidance and support extended by Hon'ble Minister of Chemicals and Fertilisers, Hon'ble Minister of State for Chemicals and Fertilisers, Hon'ble Chief Minister, Government of Kerala, the Secretary, Ministry of Chemicals and Fertilisers and other officials of the Ministry of Chemicals and Fertilisers as well as other Ministries of the Government of India, Department of Public Enterprises and the State Governments of Kerala, Tamil Nadu, Karnataka, Andhra Pradesh, Telangana, Bihar, Odisha, Maharashtra, West Bengal and Union Territory of Puducherry.

The Directors deeply appreciate the committed efforts put in by the employees and look forward to their dedicated services and endeavor in the years ahead to enable the Company to scale greater heights.

The Directors also acknowledge the continued support extended by the Shareholders, Dealers, Suppliers, Bankers, Valued Customers and Auditors of the Company, the Press and Electronic Media.