Rashtriya Chemicals & Fertilizers Ltd

of P2^O5 ^{and 0.87 lakh MT of K}2^{O during the year compared to 2.42 lakh MT of N, 0.96 lakh MT of P}2^O5 and 0.96 lakh ^{MT of K}2^{O respectively during the previous year.}

availability of nutrients in soil and plant. CO2 is released

during decomposition and helps to reduce the alkalinity of the soil. It can be used for all cereals, pulses, vegetables, fruits, and flowers for all plants Flowers, vegetables or crops.

Production of PROM commenced on December 1, 2023 at

Trombay unit. The first despatch to Kolhapur Maharashtra was flagged off on December 16, 2023. The MoU target of 1111 MT PROM production has been successfully completed during 2023-24.

Your Company has developed the technology for producing Urea Gold indigenously and applied for the patent for the same. Sulphur Coated Urea increases the

Nitrogenuse on urea results in providing the most important secondary nutrient to the crops added with slow release of nitrogen with improved nitrogen use efficiency. slow release of fertilizers can potentially decrease fertilizer use by 20 to 30 percent of the recommended rate of a conventional fertilizer while obtaining the same yield.

Urea gold was first launched on July 27, 2023 at the hands of Prime Minister at Sikar Rajasthan.

Urea Gold production commenced on October 17, 2023 at ANP plant @ 100 MTPD. First BCN rake of 2536 MT Urea Gold was flagged of on January 25, 2024.

The value added products (VAP) like Micronutreint fertilizer -Microla ,bio-inoculants or biofertilizer- Biola, water pH corrector-pH Balancer, plant growth regulators- Bio stimulants and Silica fertilizer- Silicon fertilizers are gaining significance in the market. The demand for these products are increasing year on year basis. To meet the market demand, to cater to the farming community and contribute towards sustainable agriculture; a new manufacturing setup with higher capacity for production of various VAPs is being installed at Trombay unit.

Secondary nutrients like Ca, Mg & S are now emerging as most limiting factor in enhancing crop productivity.

Hence, State Agriculture Department has notified a new secondary nutrient fertilizer grade i.e. Ca:Mg:S : 6:2:4 in powder or granular form. This grade has been developed in powder form as well as in granular form. Granular Ca:Mg:S : 6:2:4 has been produced successfully at pilot plant.

Collaborative Research: MoU with Indian Council of Agricultural Research (ICAR) Institutes and State Agricultural Universities (SAUs)

Collaboration with Indian Council of Agricultural Research (ICAR) Institutes and State Agricultural Universities (SAUs) is done for carrying out fieldtrials of Sulphur Coated Urea,

Nano DAP, Nano Urea, and Nano NPK product. These trials will immensely support towards provision of new products to the farming community for doubling their income through enhanced crop productivity.

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

Your Company has established ISO 14001 compliant Environment Management System (EMS) along with Safety Management System (ISO 45001), Quality Management System (ISO 9001), and Energy Management System

(ISO 50001). Certification for IFA Protect & Sustain

Product Stewardship System of international standard for Safety, environment and product security at its both the manufacturing units. The Management Systems are constantly upgraded, periodic audits and Management Review conducted to ensure compliance and continual improvement. Apart from Stack monitors, which continuously monitor the emissions, four fixed ambient air quality monitoring stations are in place, at both Trombay and Thal, to monitor ammonia, NOx, ^SO2^{, Particulate} matter (PM10 & PM2.5) & metrological parameters.

These monitoring units are connected to MPCB and CPCB servers for continuous monitoring online data of air quality, effluent parameters. At both unit, Third party monitoring for stack, ambient air quality (Dust, Ammonia,

NOx, SO2) and ETP overflow (as per consent parameters) is being done by MoEFCC approved laboratory once in a month. As you are aware RCF uses clean fuel to reduce the

Green House Gas emission, efforts are taken to minimize emissions with Reduce, Recycle & Reuse schemes.

The Effluent Treatment plants (ETP) at Trombay and Thal unit have ensured that the environment in and around the operating units are fully protected. Environmental safety of neighbors around operating units are taken care. Various schemes with state of the art technologies and modernization schemes are implanted to reduce energy consumption and wastages. As a proactive measure, RCF Trombay unit has two nos. of Sewage treatment Plants to treat sewage of Mumbai city & use the purified water after treatment for industrial purpose, thereby saving equivalent quantity of potable water for consumption by Mumbaikars.

The integrated Effluent Treatment Plant in both Units ensures that the effluent discharged from the factory meets the statutory requirements laid down by the State

Pollution Control Board.

At Trombay unit, Sludge generated in Effluent Treatment

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

Your Company is upgrading the existing Effluent

Treatment Plant at Thal for treating 10,000 M3/day effluent to ensure the quality of treated effluent not only meeting the statutory norms but also suitable for recycling the treated effluent as raw water. It will reduce burden on fresh water resources. Thal unit implemented various schemes to reduce specific water consumption. Briquette boiler project is in full swing which uses briquette a carbon neutral fuel for boiler feed.

RCF being the Brand Owner is Recyling Plastic Waste since last three years as per Pastic Waste Management Rule-2016 issued by MoEFCC. Your Company has disposed of 9227 MT plastic waste during the year 2023-24.

Trombay and Thal units have taken up a massive plantation drive in factory premises, in residential colony and surrounding areas.

For increasing awareness regarding environment and safety, public awareness campaign programmes are arranged by Trombay and Thal units by providing demonstrations to local youth, college and school students, housing societis, Panchayat offices, ladies club members and household members in the adjoining localities.

As part of its initiatives under "Corporate Social Responsibility', your Company has undertaken several projects in the areas of promoting health care, Nutrition, rural development, Women empowerment, Skill

Development and education aimed for the benefit of needy and for general good of the society. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR Policy.The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure I, and forms an integral part of this report. During the year, your Company has spent 17.93 Crore including 0.50 Crore set off for succeeding financial year on CSR activities. The activities, in brief, are as under: The key activities in brief, are as under:

RCF has been providing drinking water for last 25 years to seven villages around Thal unit through pipelines laid down from the water reservoir in the unit. More than

20,000 residents of the villages got benefited of the scheme. The villages of Thal, Navgaon, Vaishet, Tudal,

Boris-Gunjis, Bhal, which are under RCF, Thal factory, are being supplied with drinking water by RCF. Nearly 20,000 families are getting the benefit of this scheme.

RCF has provided medical equipment to 9 sub centers of Primary Healthcare centre Dhokawade under CSR. All sub-centres are under Primary Healthcare center

Dhokawade, Taluka Alibag, District Raigad provide free medical services to locals.

RCF has been supported the project for installation of full fledge fitness center for youth, Bidar. This programme implemented by - Sarvodaya Integrated Rural Development Society (SIRDS) and it has been successfully implemented by the organization.

RCF has been supported the project to increase affordability and access to sanitary pads to girls and women, together with providing income generation opportunities to women and reduce unhygienic menstrual practices and disease burden. This programme implemented by - BADLO RE and it has been successfully implemented by the organization.

RCF has organized programme for conducting community based mass screen programme for ovarian cancer and relationship of risk factors of vitamin D including free distribution of sanitary napkins to underprivileged society of Delhi NCR or other area. It was organized by Savera Foundation Trust (SFT).

RCF has been provided Microscope to the Department of Ophthalmology of Rajawadi Municipal Hospital, Ghatkopar under CSR. An appeal has been received from Rotary club. This microscope is required during eye surgeries of Cataract, Glaucoma, Corneal Transplant, etc. With addition of this microscope, more cases of surgeries can be done thereby reducing waitlist of operations.

RCF has been provided gym equipment for Gurukul Gymnasium under CSR. They have one park for the senior citizens in same premises. The organization is planning to open well equipped gymnasium for senior citizens. The gymnasium will conduct health and wellness programs such as nutrition guide programmes, Yoga and seminars on health related topics etc.

RCF has assist Thal unit for the building of Modular Toilets for two fisherman societies and two schools of Thal and

Nagaon villages under CSR budget.

RCF has been provided gymnasium equipments for local gym of villages under CSR budget. This note has been submitted by Thal unit to promote Fit India Moment and motivate local youth for daily exercise and healthy lifestyle.

RCF has assist to Devrukh Shikshan Prasarak Mandal, Dist. Ratnagiri a well-known educational institution working in the field of Education for the building of Toilet.

Lions Health Foundation, Alibag is the registered NGO working in the field of health care in the rural area of Raigad district. RCF has financially

Health Foundation for construction of new hospital under CSR budget.

Swastik Foundation is an NGO working for welfare and wellbeing of senior citizen in society through their Old age Home "Divija Old Age Home" at Alsade, Sindudurg District, Maharashtra.

RCF has purchased grocery and other food requirements for Divija Old Age Home. The CSR project was successfully implemented the through Swastik Foundation.

RCF has contributed for purchase of medicine and hygiene kits to distribute to students. The proposal have been received from Panchratn Mitra Mandal and they organize Health checkup camp at Anandnagar Municipal Special School, Chembur.

RCF has supported for the purchase of Educational

Material and stationery items i.e School Bags, note books, book shelfs, stationery Items, Biscuits and Chocolate including awareness banners for Anandnagar Municipal Special School, Chembur under CSR budget. The CSR project was successfully implemented the through Pancharatna Mitra Mandal.

RCF has arranged free health check up , including free distribution of medicines and spectacles under CSR. We have organized 10 health camp in the surrounding area with the help of Asmita Mahila Mandal.

RCF has supported for the purchase of Educational Material and stationery items one school bag, one compos box, six note books, six long and six short books for Students living in Indira Nagar, Naga Baba Nagar, Rahul Nagar, Prabuddha Nagar, Aziz Bagh, MMRDA

Campus, Kukreja Campus, Ayodhya Nagar and Shastri Nagar in Chembur under CSR budget. The CSR project was successfully implemented the through Asmita Mahila Mandal.

RCF has contributed in installation of New Solar System for J.S.M. College, Alibag, Raigad under CSR. An appeal has been received from Janata Shikshan Mandal, Alibag. The project is for energy conservation and using sustainable energy and renewable energy.

RCF has contributed for the purchase of New Audio

System for Javahar Vidya Bhavan Marathi, Hindi and

English medium school, Chembur under CSR. An appeal has been received from Lokmanya Shikshan Sanstha, the registered organization running Javahar Vidya Bhavan schools at Chembur.

RCF has financially assisted the

National Association of Disabled's Enterprises (NADE) is providing training, employment and other rehabilitation services to disabled persons from all over Maharashtra and other part of the nation.

Under the project Unnati , NADE is providing Umbrella making training for a period of one year to make them independent in the society.

RCF has financially assisted of Prevention of cancer programme in 25 schools of

Kharghar, CBD Belapur area of under CSR. An appeal has been received from Brahmaputra Cancer care society.

From the above project the organization has created awareness on prevention of Cancer among the school students through Quiz competitions.

RCF has provided the financial assistance of 5 Lakhs to operate free OPD and dispensing free medicines to needy & deserving patients at CHPT. RCF has been contributing

5 lakh annually to the CHPT towards the noble cause as the RCFL is one of the trustee organization of CHPT. From this contribution CHPT can be able to operate and able to provide free consultation and medicines to the patients.

RCF has been contributing for the implementation of educational empowerment project for SC/ST student residing in the Marathwada, Vidarbha and Western Maharashtra region. The CSR project was successfully implemented the through Rural Development Center (IRDC).

RCF has arranged free health check up , including free distribution of medicines and spectacles for villages in Mankhurd, Chembur under CSR. Chandra Sundra Trust is a registered NGO working in the field of Healthcare,

Women Empowerment and education in the surrounding area of Chembur, Mumbai.

The CSR project was successfully implemented the through Chandra Sundra Trust.

RCF has contributed to organize varies schemes expenses that includes Life saving medical Aid to 100 beneficiaries and Six months dialysis support schemes to 50 beneficiaries. An appeal has been received through

Modern Education Social & Cultural Organization (MESCO). projectUnnatiunderCSR. Nutrition and Patients Welfare Centre:

RCF has financially assisted for of Mumbai center of the organization under CSR. An appeal has been received from Access Life Assistance Foundation.Access Life Foundation is registered NGO working in the field of Healthcare and offering lifesaving support to Childhood cancer patients.

RCF has contributed for project women power for"Strengtheningorganizing Promotion self-help groups and uplifting women and girls through entrepreneurship for social impact" in Uttar Pradesh State under CSR. An appeal has been received from All India Institute of Local Self-Government (AIILSSG), a registered NGO implementing sustainable employment opportunities by providing skill sets to rural women in Uttar Pradesh.

Under this project the organization implementing three such project at Prayagraj, Varanasi and Sultanpur districts with the help of self-help groups of the surrounding of respected area.

RCF has completed road repairing work of local villages in the vicinity of RCF Thal unit under CSR. The company has been repaired local Roads from Thal Navagaon Road

, Boris Gunjis and local Road from Chondhi naka to Kihim bus stand road under the rural development for good transportation of villagers.

RCF has installed Air Purification Units at two locations in

Chembur area through the allocated technology provider by BMC M/s Amida Cleantech Pvt. Ltd under CSR. To support the pilot project of govt of Maharashtra to resolve the pollution issue in Mumbai city.

RCF has contributed to purchase Agriculture Spray Drones under PM Mahila Kisan Drone Kendra Scheme to Distribute Self Help Groups for education and empowerment of Women under CSR budget.

Under Secretary, Department of Fertilizers (Fertilizer Innovation Division), Ministry of Chemicals and Fertilizers, Govt. of India has sent a letter to Director, CSR Cell and MCA for inclusion of above activity under CSR.

RCF has contributed to implement various activities under Swachha Bharat Abhiyan at District Civil Hospital

, Alibaug under CSR budget. The Surabhi Swayansevi Sanstha, Alibaug is registered NGO working in the field of education, health care, rural sports and rural development. The district civil hospital has requested to the NGO for implementation of cleanness drive in the hospital building hence the organization has requested to RCF for the financial assistance to implement the said drive for maintain hygiene in the Hospital premises.

RCF has financially assisted

Krishna Vidyalaya Matric High School, Alampadi, Choozhikkonam, Maruthancode, Vilavancode Taluk, Dist. Kanyakumari, Tamilnadu. The proposal has been received from Shree Krishna Educational Trust. Shree Krishna Educational Trust is the registered organization running Sree Krishna Vidyalaya Matric High School at Alampadi since 1995.

Government of India, Ministry of Micro, Small and Medium

Enterprises, vide order dated March 23, 2012, notified the public procurement policy in respect of procurement of goods and services produced and provided by Micro, Small and Medium Enterprises and further amended it vide Govt. of lndia Gazette Notification S.O. 5670(E) dated

November 9, 2018.

With amendment in Public procurement policy for Micro & Small Enterprises (MSEs) order, 2012 vide GoI Gazette

Notification S.O. 5670(E) dated 9th November 2018, the percentage target of procurement of goods and services by Govt. Departments/CPSEs from MSEs is increased from 20% to at least 25% along with the provision of minimum 3% reservation for Women owned MSEs within this 25% reservation. This amendment is made applicable from 9th Nov 2018. Due to the very nature of operations of our Company, the procurement targets for Women owned MSEs could not be achieved in the year 2023-24.

With the efforts taken by the company, the procurement from MSEs, cost of the items procured through MSEs is 893.88 Crore out of the total procurement cost of 2071.24 Crore (excluding raw material, gas, water, electricity, catalysts, proprietary items etc.) which works out to be 43.16 %. The procurement from MSEs owned by SC/ST Entrepreneurs is 0.8136 Crore which is 0.04 % and procurement from women owned MSEs is 22.69 Crore which is 1.1 % of the total procurement of the year 2023-24. The percentage procurement is calculated excluding Raw materials, gas, water, electricity, catalyst and proprietary items which cannot be procured from MSEs.

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

Your Company is running Two Sewage Treatment Plants (STPs) at Trombay Unit with each plant having capacity to treat around 22.75 Million Litres per Day (MLD) of sewage received from MCGM which otherwise would have been drained in to the sea after preliminary treatment. The STP plants treat waste sewage generated in the city and convert it into treated water. Both plants together for construction of Sree generate about 30 MLD of treated water which is being used in our plants as process water. A part of treated water generated is supplied to M/s BPCL. Both STP plants of Your Company are of great value to residents of Mumbai and Society at large besides improving reliability of operations of RCF Trombay Unit. During the year 2023-24, about 8,152.82 Million litres of treated water was generated at both STP plants.

As part of achieving ecologically sustainable growth, Your Company has forayed into solar power generation. Your Company has set up a 2 MWp ground mounted Photovoltaic Solar power plant in Trombay Unit. In addition to this, Your Company has commissioned solar rooftop facilities at Thal and Trombay with an aggregate capacity of 2.12 MWp. The power generated is used for captive consumption, thereby reducing your Company's power import to the equivalent extent.

The green power generated by solar plants replaces the conventional power generated through burning of fossil fuels leading to reduction in overall Greenhouse gas emissions.

At RCF, during the year 2023-24, 4439 MWh of solar power was generated. Also, during the year 2023-24,

2218 no. of Solar Renewable Energy Certificates (RECs) were generated.

Shri. Sameer Rastogi from Indian Forest Service headed the Vigilance Department of RCF as Chief Vigilance

Officer (CVO) till completion of his tenure on February

2024. Dr. Rahul S. Jagtap from Indian Statistical Service assumed the charge of CVO w.e.f. March 30, 2024. The

CVO leads a team of Vigilance Officers who are drawn from various functional departments of RCF and posted in Vigilance department at Mumbai Corporate office and

Thal Unit, Alibag.

Vigilance Department is committed to bring greater of transparency, fairness and transactions and execution of works in the company, in line with the guidelines of Central Vigilance Commission (CVC). With the preventive vigilance objectives of being watchfulness and alertness, regular watch is being kept on various activities of finance, personnel, operation, marketing, material, and contracts etc. in the location of

Corporate Office, Trombay Unit, Thal Unit and Marketing offices situated across the country. Vigilance Department collect intelligence about the corrupt practices committed, or likely to be committed by the employees and carry out investigations on the allegations reported. During the period of April 2023 to March 2024, Vigilance Department has processed 44 number of complaints. Systemic improvements and corrective actions are suggested wherever necessary. Online Vigilance complaints Management System (VCMS) is being used for handling of complaints and online NOC system is being used for issuing speedy Vigilance clearances to the employees for foreign visits, promotion, gratuity, job application and resignation.

Vigilance Department has always given emphasis on spreading awareness about rules/regulations, procedures and solicited information as well as complaints from all regarding any malpractices or corruption. Besides, carrying out such awareness through the online and offline preventive vigilance training programs for Management trainees, junior, middle, senior level Managers, Vigilance team has given thrust on inculcating the importance of ethics and integrity among the employees and always encouraged them to follow the ideology "All officers are Vigilance Officers" and to implement various directives

CVC.

As per CVC's circulars 06/08/23 dated 02.08.2023, three month's Precursor campaign on preventive vigilance measures cum housekeeping activities were taken up and successfully completed during the period 16th August to 15th November, 2023 as a prelude to Vigilance Awareness

Week with focus areas like; Awareness Building about

Public Interest Disclosure and Protection of Information (PIDPI) Resolution (through workshops, posters, banners, videos), Capacity Building Programs (on role of IO/PO,

Public Procurements, Ethics and Governance, Systems and Procedure of organization, Cyber Hygiene and

Security), Identification and implementation of systematic improvements measures, Leveraging of IT for complaint disposal, Updation of Circulars/Guidelines/ Manuals, Disposal of complaints pending before June 30, 2023. The Vigilance department initiated the alignment of existing RCF's procurement manual in line with the Goods, Works and Services procurement manuals of Government of India given by CVC and adopted the same by RCF during this campaign period on October 1, 2023.

Vigilance Awareness Week on the theme "Say no to Corruption; commit to the nation" based on the CVC circular 08/09/2023 dated 11.09.2023, was observed by Vigilance Department, from October 30 to November 5, 2023 in RCF Trombay unit, Thal unit, Industrial Products division and Fertilizer Marketing offices across the country.

During this week, the activities received wholehearted participation from stakeholders in various activities such as; taking integrity pledge, conducting workshop on policies and procedures of company and workshop of Vigilance Study Circle, building awareness about PIDPI within the stakeholders, conducting competitions like Quiz, Posters, Slogan, Essay, Skit Play for employees and their family members as well as for dealers and retailers of Fertilizer Marketing and Industrial Products division. Social media platforms like Twitter, WhatsApp and Email/ SMS were extensively used for spreading the awareness among the stakeholders and the citizens about activities of abovesaid precursor campaign and Vigilance Awareness Week.

Management Discussion and Analysis report for the year under regulations 34(2)(e) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, highlighting the industry structure and developments, opportunities and threats, future outlook, risk and concerns etc. is annexed as Annexure II and form an integral part of this report.

Your Company has not accepted any deposits, within the meaning of section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has fully endeavoured to implement the provisions of Official Language Act, 1963 and the policy of the Government. Publicity material and literature for employees and farmers are made available in Hindi and other regional languages.

The Comptroller and Auditor General of India (CAG) has appointed, M/s K. Gopal Rao & Co. (Firm Registration Number 000956S ) and M/s. Parakh & Co. (Firm Registration Number 001475C ) as Joint

Statutory Auditors of your Company for the financial year 2023-24. The Auditors would be retiring at the conclusion of the Forty Sixth Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report.

The Statutory Auditors for the financial year 2024-

25 will be appointed by the CAG. However, their remuneration is required to be fixed at the AGM by the members. b. COST AUDITORS AND THEIR REPORT

Your Directors, on the recommendation of Audit Committee, has appointed M/s. Dhananjay V. Joshi

& Associates, Cost Accountants (FRN No.000030), Mumbai as Cost Auditor to audit the cost accounts of the Company for the year 2024-25 on a remuneration of 2.50 lakh excluding applicable taxes. As required under the Companies Act, 2013, the remuneration payable to cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking

Members' approval for the remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Auditor forms part of the notice convening the Annual

General Meeting for their ratification.

The Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of certain specified products and accordingly such accounts and records are made and maintained in the prescribed manner. Further, the cost accounting records maintained by the Company are required to be audited.

During the year, the Company filed the Cost Audit Report for the financial year 2023-24 with the Ministry of Corporate Affairs within the prescribed time limit. c. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. Bhandari and Associates, a firm of Company

Secretaries in Practice (C.P. No. 366) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report.

M/s. Bhandari and Associates, Practising Company

Secretaries, Secretarial Auditor of the Company has made the following observations in their Secretarial Audit Report: a) As per Regulation 17(1)(a) of the Listing Regulations, the Board of directors of top 1000 listed entities shall have at least one independent woman director by April 1, 2020. The Company was in top 500 listed entities on the basis of market capitalisation as at March 31, 2023 and the Company did not have an independent woman director on its Board from June

25, 2023 to March 31, 2024. b) As per Regulation 17(1)(b) of the Listing Regulations and DPE Guidelines, the Chairman being an Executive

Director, at least half of the Board of Directors should be comprised of Independent Directors. The Board of Directors comprised of six Directors, constituting of three Executive Directors (including the Chairman & Managing Director); two Nominee Directors (non-executive) and one Independent Director as on March 31, 2024 and therefore, the Company did not have at least half of the Board as Independent

Directors for the period from April 1, 2023 to March 31, 2024. Further, the Company did not have at least one-third of the total number of Directors as Independent Directors for the period from June 25, 2023 to September 30, 2023 and from November 07, 2023 to March 31, 2024 as required under section 149(4) of the Act. c) As per Regulation 17(1)(c) of the Listing Regulations, the Board of Directors of the top 2000 listed entities with effect from April 1, 2020 shall comprise of not less than six directors. The Board of Directors comprised of five directors from November 07, 2023 to January

16, 2024 and therefore, the Company did not have at least six directors for the aforesaid period. d) i. As per Regulation 18(1)(a) of the Listing Regulations, section 177 of the Act and DPE Guidelines, the Audit Committee shall comprise of at least three directors. The Audit Committee comprised of two directors constituting of one Independent Director and one Nominee Director (non-executive) on November 07, 2023 and November 8, 2023 and therefore, Audit Committee did not have requisite number of directors for the aforesaid period. ii. As per Regulation 18(1)(b) of the Listing Regulations and DPE Guidelines, at least two-thirds of the directors shall be independent directors and as per section 177 of the Act, the Audit Committee shall consist of a minimum of three directors with independent directors forming a majority . The Audit Committee comprised of three directors (including one Independent Director) for the period from November 9, 2023 to March 31, 2024 and therefore, the Audit Committee did not have requisite number of Independent Directors for the aforesaid period as per above mentioned provisions. iii. As per Regulation 18(2)(b) of the Listing Regulations, the quorum for Audit Committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors. The Audit Committee meetings held on November 10, 2023 and February 13, 2024 were attended by two directors (including one Independent Director) and therefore, requisite quorum was not present in the aforesaid Audit Committee meetings. e) i. As per Regulation 19(1)(a) of the Listing Regulations, section 178 of the Act and DPE Guidelines, the Nomination and Remuneration Committee shall comprise of at least three directors. The Nomination and Remuneration Committee (NRC) comprised of two directors constituting of one Independent Director and one Nominee Director (non-executive) on November 07, 2023 and November 08, 2023 and therefore, the NRC did not have requisite number of directors for the aforesaid period. ii. As per Regulation 19(1)(c) of the Listing Regulations and DPE Guidelines, at least two-thirds of the directors shall be independent directors and as per section 178 of the Act, not less than one-half of the directors shall be independent directors. The NRC comprised of three directors (including one Independent Director and one Whole Time Director) for the period from November 09, 2023 to March 31, 2024 and therefore, the NRC did not have requisite number of Independent Directors for the aforesaid period as per above mentioned provisions. iii. As per Regulation 19(1)(b) of the Listing Regulations and section 178 of the Act, all directors of the committee shall be non-executive directors. The NRC comprised of three directors (including one Whole Time Director) for the period from November 09, 2023 to March 31, 2024 and therefore, the NRC did not have all the members as non-executive directors for the aforesaid period. f) As per Regulation 25(6) of the Listing Regulations, an independent director who resigns or is removed from the Board of Directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than three months from the date of such vacancy. The vacancy was arised in the Company due to resignation of an

Independent Director with effect from November 07, 2023 which has not yet been fulfilled by the Company.

Explanations on observations made by Secretarial Auditors in seriatim are as under: a. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer,

Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company is continuously pursuing with the Government of India for the appointment of Woman

Independent Director on the Board in order to comply with the provisions of the SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015. b. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer,

Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company is continuously pursuing with the Government of India for the appointment of requisite number of Independent Directors on the

Board in order to comply with the provisions of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015. c. Due to cessation of One Independent Director on the

Board of the Company w.e.f. 07.11.2023, the strength of the Board of the Company is Five Directors from period of 07.11.2023 to 16.01.2024. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated / appointed by the President of India. The Government of India appointed Director (Technical) w.e.f. January 17, 2024. Hence, the Company has complied with the said regulation w.e.f. January 17, 2024. d. (i), (ii) & (iii) Due to cessation of one independent director & Member of the audit Committee w.e.f. 07.11.2023, there was shortfall of number of members of Audit Committee. Due to this, the Company has only one Independent Director on the

Board from 07.11.2023. The Company reconstituted the Audit Committee on November 09, 2023. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer,

Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors and it is given to understand that the Government is in the process of appointing requisite number of Independent Directors. e. (i), (ii) & (iii) Due to cessation of one independent director & Member of the Nomination and RemunerationCommitteew.e.f.07.11.2023,therewas shortfall of number of members of Nomination and Remuneration Committee. Due to this, the Company has only one Independent Director on the Board from 07.11.2023. The Company has reconstituted the Nomination and Remuneration Committee on November 09, 2023. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its

Directors on the Board are nominated / appointed by the President of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors and it is given to understand that the Government is in the process of appointing requisite number of Independent Directors. f. Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer,

Government of India and its Directors on the Board are nominated / appointed by the President of India. The Company has been continuously following up with the Government of India for appointment of Independent Directors and it is given to understand that the Government is in the process of appointing requisite number of Independent Directors. d. SECRETARIAL STANDARDS

During the year 2023-24, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

There are no significant and material orders passed by the

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

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit

Committee and / or Board under Section 143(12) of the

Act and the rules made there under.

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016

(31 of 2016) during the year.

As no settlement has taken place with any of the Bank or Financial Institution during the financial year, therefore, no disclosure or reporting is required in respect of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks. During the COVID-19 Pandemic period, it has not availed any moratorium on any of its payments to the institutions. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013: i] that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii] the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; sufficient iii] that the Directors have taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv] the annual accounts have been prepared on a going concern basis; v] that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and vi] that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, together with a certificate of Compliance from the Practising

Company Secretary forms an integral part of this report.

DPE, Government of India, has laid down certain parameters for the purpose of grading the CPSEs on the basis of their compliance with guidelines on Corporate Governance and this report needs to be submitted to the Government on quarterly/annual basis. Your Company has been complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE and regularly submits reports to the Government. DPE issued ‘Excellent Rating' to your Company for the year 2022-23.

Your Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Your Company's internal financial control over financial reporting includes those policies and procedures that: (1) pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

The following are Key Managerial Personnel of the Company as on March 31, 2024 :

1. Shri S. C. Mudgerikar [DIN 03498847], Chairman & Managing Director

2. Ms Nazhat J. Shaikh [DIN 07348075], Director (Finance) & CFO

3. Ms Ritu Goswami [DIN 10463372], Director (Technical) (w.e.f. 17.01.2024)

4. Shri Milind M. Deo [DIN 08715250], Director (Technical) (upto 30.09.2023)

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

Secretary

Shri Chandra Bhushan Pandey [DIN 09407412],

Independent Director ceased to be Director due to resignation on November 7, 2023.

Shri Milind M. Deo [DIN 08715250], ceased to be Director

(Technical) on the Board of the Company w.e.f. October

1, 2023.

Shri Sanjay Rastogi (DIN 07722405) ceased to be Government Nominee Director w.e.f. January 5, 2024. Dr. Ajay Shanker Singh (DIN 10449154) appointed as

Government Nominee Director on the Board of the

Company w.e.f. January 5, 2024.

Ms Ritu Goswami [DIN 10463372] appointed as Director

(Technical) on the Board of the Company w.e.f. January

17, 2024.

The Board has placed on record their appreciation of the Directors who have ceased to be members of the Board for the valuable contribution made and the guidance / suggestion provided by them which has greatly benefited the company.

As per Section 152 of the Companies Act, 2013, Ms Nazhat J. Shaikh [DIN 07348075] and Ms Aneeta C. Meshram (DIN: 09781436), Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company's independent directors are eminent professionals with several decades of experience in banking and financial services, technology, finance, governance and management areas and are fully conversant and familiar with the business of the Company. The Company has an ongoing familiarisation programmes for all Independent directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

All the Independent Directors of the Company have registered their names in the Independent Directors Databank as required under the Act and the Rules referred therein. The Independent Directors are also required to take up an online proficiency two years from the date of inclusion of their name in the Independent Directors databank, unless exempted from such requirement, under the Act and the Rules referred therein.

Board opined that Independent Directors of the Company has made significant commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement.

All independent Directors of the company have given declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

The 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 viii. Empowered Committee for Procurement of Urea on Govt. Account ix. Debenture Allotment Committee The details of the committees along with their composition, number of meetings held and attendance of each Director at the meetings are provided in the Corporate Governance Report.

As per notification dated June 5, 2015 issued by Ministry of Corporate Affairs, provision of section 134(3) (e) of the

Companies Act, 2013 regarding disclosure of its policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under sub- section (3) of section 178 of the Companies Act, 2013 are not applicable to a Government company. Your Company being a Government company, the above provisions are not applicable to it.

Similarly, section 197 of the Companies Act, 2013 requiring disclosure of ratio of the remuneration of each director to the median employee's remuneration and other such details including the name and other particulars of every employee of the company, who if employed throughout/ part of the financial year, was in receipt of remuneration in excess of the limits set out in the rules, are not provided in terms of section 197(12) read with rule 5(1) (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, being not applicable to a Government company as per notification dated June 5, 2015 issued by Ministry of Corporate Affairs.

Eleven (11) Board Meetings were held during the year. The details of the Board Meetings held during the financial year 2023-24 are provided in the Corporate Governance Report.

Section 134(3) (p) of the Companies Act, 2013 requires the Company to disclose the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors. As per notification dated June 5, 2015 issued by Ministry of Corporate Affairs, provision of section 134(3) (p) of the Companies Act, 2013 shall not apply in case Directors are evaluated by the Ministry which is administratively in charge of the Company, as per its own evaluation methodology. Your Company, being a Government Company, the performance evaluation is carried out by the Administrative Ministry (Ministry of Chemicals & Fertilizers), Government of India, as per applicable Government Guidelines. Your Company has evaluated the performance of the Independent Directors for the year 2023-24 as per regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the financial statements.

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

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

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

All contracts/arrangement/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's

length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the

Audit Committee and also before the Board for approval.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

The details of the investment in equity made by the Company as on March 31, 2024 is as under:

Crore

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

The details of transactions with related parties are provided in the accompanying financial statements.

There are no transactions to be reported in Form AOC-2.

In connection with one time settlement entered into with Dena Dank, the Company had paid total 51 crore ( 12 crore during the year 2017-18 and Rs 39 crore during the year 2018-19) to Dena Bank as one time settlement which includes an amount of 25.50 crore being the share of The Fertilisers and Chemicals Travancore Limited (FACT), the joint venture partner in FRBL. This amount is shown as interest bearing inter corporate deposit given. FACT shall repay the same in five annual equal instalments commencing from December 2020. FACT has made payment of Four installment total amounting of 20.40 crore out of the total 5 installments as per agreement.

Your Company has allotted 30,000, Listed, Unsecured,

Rated, Redeemable, Taxable, Non-Convertible Bonds in the nature of Debentures (NCDs) of face value of 1,00,000/- ((Rupees One Lakh only) each, aggregating to 300 crore (Rupees Three Hundred Crore only) on private placement basis for cash at par, in dematerialized form (ISIN: INE027A08028), through BSE Electronic Book Platform (EBP) on August 7, 2024 .

The NCDs are for a tenure of Three years, carrying interest @ 7.99% p.a. payable annually. NCDs are listed on National Stock Exchange of India Limited (NSE) and

BSE Limited (BSE), on the Whole Sale Debt Market (WDM) Segment. The Company has appointed M/s SBICAP

Trustee Company Limited as Debenture Trustee for the said debt securities.

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year, one complaint of Sexual Harassment of Women at Workplace was received by the internal complaints committee formed by your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, committee disposed of Two (2) complaints (out of two complaints, one complaint was pertaining to the previous year) of Sexual Harassment of Women at Workplace.

In order to promote transparency and accountability, an appropriate mechanism has been set up across the Company in line with the provisions of the Right to Information Act, 2005. Your Company has nominated

CPIO/ACPIOs/ Appellate Authorities at its units/offices across the Company to provide information to citizens under the provisions of the RTI Act.

During the year under review, your Company has received 348 RTI applications out of which 331 have been replied.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure IV and form an integral part of this report.

Pursuant to Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT 7 as on March 31, 2024 is available on the Company's website on www.rcfltd.com/ investerrelations/agm-1

The details of unpaid / unclaimed dividend and shares transferred to the IEPF in compliance with the provisions of the Companies Act, 2013 has been provided in the Corporate Governance Report.

Pursuant to Regulation 34 (2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Business Responsibility Report initiatives taken from an environmental, social and governance prospective in the prescribed format is available as a separate section of the Annual Report and forms an integral part of this report.

Business Responsibility & Sustainability Report is also available on the Company's website www.rcfltd.com.

As per the Securities and Exchange Board of India (SEBI) circular SEBI/HO/DDHS/DDHS-RACPOD1/P/

CIR/2023/172 dated October 19, 2023, The Company, is a Large Corporate and Company shall endeavor to comply with the requirement of raising 25% of their incremental borrowings done during FY 2022, FY 2023 and FY 2024 respectively by way of issuance of debt securities till 31st March, 2024.

Accordingly the disclosure requirements towards compliance for the year 2023-24 is as under:

Your Directors wish to gratefully acknowledge the valuable guidance and continued support extended by Government of India and in particular, the Department of Fertilizers and the Office of Fertilizer Industry Coordination Committee (FICC), Railways, DPE, Members of MOU Task force, and other Central Government Departments and Agencies.

The Board also wishes to acknowledge with sincere gratitude, the help and unstinted support from the Government of Maharashtra and other State

Governments, MSEB, MIDC, various Media, Municipal Authorities, Maharashtra Pollution Control Board, Factory Inspectorate and IBR, Bankers to your Company, Financial

Institutions, Dealers and Customers.

Your Board wishes to acknowledge gratefully, the confidence posed, unstinted support and suggestions made to the Board by the esteemed Share Owners of the Company. The Board also wishes to place on record the positive suggestions and guidance provided by the Statutory Auditors, Cost Auditors, the Office of the

Principal Director of Commercial Audit and Secretarial Auditor.

You Board wishes to acknowledge with sincere gratitude, the help and unstinted support from Trade Unions &

Officers Association for your unwavering support.

Last but not the least, your Directors take pleasure in placing on record their deep appreciation of the excellent contribution made by the employees of your Company at all levels, without which your Company would not have achieved such good performance.

[Pursuant to Section 135 of the Companies Act, 2013 (‘the Act') & Rules made thereunder]

1. Brief outline on CSR Policy of the Company

Rashtriya Chemicals and Fertilizers Limited (‘the Company') is committed to upholding the highest standards of Corporate Social Responsibility (‘CSR'). The Company endorses the RCF's purpose of improving the quality of life of the communities it serves through long-term stakeholder value creation. The Company believes in positively impacting the environment and supporting the communities it operates in focusing on sustainability of its programmes and empowerment of its communities.

The CSR commitment of RCF positions its social and environmental consciousness as an integral part of its business plan and its commitment to all its stakeholders including customers, shareholders, employees, local communities and the society at large The Company has framed a CSR Policy in compliance with the provisions of the Act, as amended, which is available on the Company's website at https://www.rcfltd.com /public/storage/cmspages/cmspdfFile/F1565001231-CSR_ POLICY.pdf

2. Composition of CSR Committee

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company

Composition of the CSR committee shared above and is available on the Company's website on https://www.rcfltd.com/public/storage/investers/1712925732.pdf

CSR policy –https://www.rcfltd.com/public/storage/cmspages/cmspdfFile/F1565001231-CSR_POLICY. pdf CSR projects –https://www.rcfltd.com/socialresponsibility/annual-report- on-csr-activities

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable

Not Applicable

5 . (a) Average net profit of the company as per sub-section (5) of section 135: 88,398 Lakh (b) Two percent of average net profit of the company as per sub-section (5) of section 135:1768 Lakh (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set-off for the financial year, if any: 50 Lakh

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]1718 Lakh

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) 1793 Lakh (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount spent for the Financial Year [(a)+(b)+(c)] 1793 Lakh (e) CSR amount spent or unspent for the Financial Year:

(g) Excess amount for set off, if any : 265.00 Lakh

* Total CSR spent for the year 2023-24 is 2058.00 Lakh. Total CSR expenditure accounted for the year 2023-24 is 1793 lakh. Excess amount available for set off in succeeding financial year is 265 (i.e. 2058 lakh - 1793 lakh)

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No If Yes, enter the number of Capital assets created/ acquired: Not Applicable Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat specified and also the area of the immovable property as well as are to be boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135.