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EQUITY - MARKET SCREENER

Rashtriya Chemicals & Fertilizers Ltd
Industry :  Fertilizers
BSE Code
ISIN Demat
Book Value()
524230
INE027A01015
69.781399
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
RCF
8.82
5196.92
EPS(TTM)
Face Value()
Div & Yield %
10.68
10
3.95
 

As on: Aug 14, 2022 10:07 PM

Dear Members,

The Directors of your Company have pleasure in presenting this 43rd Annual Report on the working of your Company together with the Audited Financial Statements for the year ended March 31, 2021.

FINANCIAL PERFORMANCE

Rs Crore

Particulars 2020-21 2019-20
Total Income (Net) 8413.83 9827.12
Total Operating Cost 7548.17 9115.16
Operational Profit 865.66 711.96
Depreciation/Impairment 174.63 171.04
Finance Cost 179.57 237.82
Profit before exceptional items 511.46 303.10
Net Exceptional Items (income) / Expense (4.71) 100.17
Profit before Tax 516.17 202.93
Provision for Tax (including deferred Tax liability/ Asset) 143.06 (5.22)
Net Profit 373.11 208.15
Retained Earnings
Add / (less): Re-measurement of Defined Benefit Plan (2.84) (13.87)
Less: Dividend Paid (Previous Financial Year) 222.88 42.48
Less :Dividend Distribution Tax - 8.73
Less: Balance Transferred to / (from ) General Reserve 147.39 143.07

During the year, the major factors improving your Company's profitability before tax are as under:

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

b. Lower RLNG gas and purchased power rates at Trombay.

c. Better energy efficiencies at Trombay and Thal Unit improved Urea margins. Further, your Company has crossed the reassessed level of production of 17.07 LMT in respect of Thal Urea, however Lower Gas pool rates along with stable IPP prices helped in achieving positive contribution for production Beyond Reassessed capacity at both Trombay & Thal units however, falling IPP of Urea has impacted the operating Margins of production of Urea beyond.

d. Reduction in interest rates as well as lower working capital requirement resulted in reduction in Finance costs and positive impact of foreign exchange variation as borrowing costs resulted in a decrease in finance costs.

e. Company has accounted for fair valuation gain of Rs.4.71 crore on valuation of Transferrable Develpoment Rights (TDR) held by the Company as exceptional item impacting the Profit before Tax for the year.

MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA

Your Company has been entering into a Memorandum of Understanding (MoU) with the Ministry of Chemicals & Fertilizers, Government of India, setting the performance parameters and targets every year. Your Company has secured "Very Good" rating for the year 2018-19 from "Poor" rating in 2017-18 signifying a marked improvement in performance.

The performance rating for 2019-20 MoU is yet to be finalised by the Government and the Company expects to achieve ‘‘Very Good'' ratings this year.

DIVIDEND

Although your Company has lined up a number of capex programmes which will entail substantial expenditure, considering the consistent profits being made by the Company and based on the Company's performance, your Directors are please to recommend a final Dividend of Rs.1.78 per equity share of Rs.10/- each for the financial year 2020-21. Your Board had earlier approved payment of interim dividend of Rs.1.20 per equity share of Rs.10/- each for the financial year 2020-21, at its meeting held on February 5, 2021 and same was paid to shareholders on March 2, 2021. The total dividend for the financial year 2020-21 amounts to Rs.2.98 per equity share (Previous year Rs.2.84 per equity share), and would involve a total cash outflow of Rs.164.40 Crore consisting Rs.66.20 crore as interim dividend and Rs.98.20 crore as final dividend C 156.68 Crore in the previous year). The final dividend pay-out is subject to the approval of members at the ensuing Annual General Meeting.

APPROPRIATION TO GENERAL RESERVES

Your Company earned a net Profit after Tax of Rs.373.11Crore (? 208.15 Crore in the previous year). Remeasurement of defined benefit plans resulted in loss of Rs.2.84 crore (previous year Rs.13.87 Crore). The dividend pay-out pertaining to financial year 2019-20 was Rs.156.68 Crore (Rs.51.21 Crore pertaining to financial year 2018-19 ) and interim dividend pertaining to financial year 2020-21 was Rs.66.20 Crore C Nil pertaining to financial year 2019-20). The balance amount of Rs.147.39 Crore C 143.07 Crore in the previous year 2019-20) was transferred to General Reserves.

AWARDS WON

As in the past, your Company has won many awards during the year 2020-21, some of which are as under:

Trombay Unit

• National Award for Excellence in PSUs under the category of "Environment sustainability (Green Initiatives)" for the year 2019-20.

• FAI Award for the best production performance of Complex Fertilizers operating unit for the year 2019-20.

• 14th Confederation of Indian Industry (CII), New Delhi

- National Award for Excellence in Water Management 2020.

• 20th Annual Greentech Environment Award 2020 by Greentech Foundation for outstanding achievement in "Environment Protection" category.

• 19th Annual Greentech Safety Award 2020 by Greentech Foundation for outstanding achievement in "Industry Sector Safety Excellence" category.

• FICCI Chemicals and Petrochemicals Award 2021 for excellence in water usage.

• 2nd Prize for Excellence in Official Language in large PSUs category for the year 2019-20 organized by Mumbai (Undertaking) Town Official Language Implementation Committee (TOLIC).

• 3rd prize at 15th State Level Energy Conservation Award 2019-20 constituted by Maharashtra Energy Development Agency (MEDA).

Thai Unit

• FAI Award for Excellence in Safety for the year 2019-20

• National Safety Council Maharashtra chapter accorded "Certificate of Merit" to HWP Thal for the year 2019 for "Zero Accident Frequency Rate".

• National Safety Council Maharashtra chapter accorded "Certificate of Excellence" to RCF Thal for the year 2019 for achieving Lowest average accident frequency rate and Longest Accident free period for 3 consecutive years i.e. 2016, 2017 and 2018.

• Certificate of Appreciation from National Safety Council

- India as a part of "National Safety Awards 2020".

OPERATIONAL RESULTS Thai Unit

During the year, the unit produced 19.12 lakh MT of Urea compared to 20.22 lakh MT produced during the previous year. In terms of nutrients in the fertilisers, the unit produced 8.80 lakh MT of N during the year, compared to 9.30 lakh MT during previous year.

Trombay Unit

The Trombay Unit produced 3.38 lakh MT of Urea & 5.37 lakh MT of Suphala 15:15:15 during the year compared to 3.26 lakh MT of Urea & 5.71 lakh MT of Suphala 15:15:15 produced during the previous year. In terms of Nutrient values, the unit produced 2.36 lakh MT of N, 0.81 lakh MT of P2O5 and 0.81 lakh MT of K2O during the year compared to 2.36 lakh MT of N, 0.86 lakh MT of P2O5 and 0.86 lakh MT of K2O respectively during the previous year.

Industrial Products

Your Company produces industrial chemicals at both its units. During the year, your Company produced approx. 4.28 lakh MT of various major industrial chemical products as against approx.1.71 lakh MT during the previous year. Your Company produces, amongst others, AN Melt, Ammonia, ABC, DNA, Conc. Nitric Acid, Sodium Nitrate / Nitrite, Methylamines, SSA, WSA, Argon, Methanol, Gypsum, MMA, Dimethyl Formamide, Formic Acid, Methyl Formate, etc.

MARKETING PERFORMANCE

Fertilizer Division

Your Company achieved sales volume of 31.42 lakh MT during 2020-21 as compared to 33.05 lakh MT during the previous year. Your Company sold 22.62 lakh MT of Urea and 5.43 lakh MT of Suphala 15:15:15 as compared to 23.57 lakh MT of Urea, 6.08 lakh MT of Suphala 15:15:15 during previous year. The total sale of manufactured fertilizers (Urea, NPK & Value added products) during 2020-21 was 28.12 lakh MT as against 29.69 lakh MT during the previous year. Sales of manufactured fertilizers registered reduction of 5.40% over previous year due to pandemic situation in the country resulting from production constraints and less availability of material.

Your company sold 3.31 LMT Imported and traded products i.e. DAP, MOP, Imp NPK, City compost etc. as compared to 3.35 LMT during previous year.

The sale of value added products such as Microla and Sujala picked up momentum during the year. Microla sale registered growth of 29.2% touching 347.4 KL during the year as against 268.8 KL in the previous year. Combined sale of manufactured and imported water soluble fertilizers under the brand name ‘Sujala' touched a high of 7100 MT during the year as against 4424 MT sold in the previous year. Other products such as Biola, pH balancer, Silica and OGS also registered healthy volumes during the year.

Your Company has been designated as State Trading Enterprise (STE) in October 2019 for Import of Urea on Government Account. Based on the instructions of Department of Fertilizers (DoF), your Company imported approx. 45.11 lakh MT quantity ofUrea at approx. Rs.9639.79 Crore through issue of total four (4) Global tenders during the year 2020-21.

During the year, your Company has achieved the following:

1. Yearly highest ever sale of 50,930 MT City compost. (Previous best being 40,329 MT in the year 2019-20).

2. Highest ever sale of 347 KL of Microla.

3. Second Highest sale of 7100 MT of Sujala (Indigenous & Imported).

Industrial Product Division

Industrial Products Division has achieved the highest ever sales turnover of Rs.1138.48 Crore as against Rs.721.50 Crore during the previous year. Your Company has registered increase in sales of IPD products and better realisation due to lower RLNG prices and resultant reduction in cost of production coupled with increasing demand and focussed marketing strategies. The Formic Acid, DMF and MF plants were started during the year. Sales of SNA 68% & 72%, Ammonia, STP Water, TMA, Formic Acid was increased during the year.

During the year, your Company has achieved the following:

1. Highest ever sale of AN melt of 1.399 LMT (Previous best being 1.311 LMT in the year 2018-19).

2. Highest ever yearly production of Tri Methyl Amine (TMA) of 2475 MT (Previous best being 2416 MT in 2011-12).

Exports

Considering the nature of products manufactured by your Company and indigenous demand, the scope for export is very limited. However, your company successfully exported consignment of 120MT of Suphala 15:15:15 to Sharjah during the year. Your Company earned valuable foreign exchange worth USD 46,560 equivalent to INR 34.10 lakhs from export of Suphala.

Your Company was also successful in popularizing its Ammonium Bicarbonate (ABC) brand in the overseas market through third party export. During financial year 2020-21, your Company has done third party export of Ammonium Bicarbonate (ABC) under "MRUDULA" brand to the tune of Rs.62.78 lakh as against Rs.63.66 lakh during the previous year.

Atmanirbhar Bharat

Under ‘Atmanirbhar Bharat', your Company has started Methanol plant at Trombay. Sale of Methanol will improve our turnover and profitability. Enhancement of existing production capacity of AN Melt & improved energy consumption has been proposed. Sale of high volume products like Ammonia, AN(Melt) & DNA will facilitate improvement in turnover as well as profitability. Maximizing sale of SNA 72% & 68% will support in improving Profitability.

Agriculture Extension Activities

Your Company has undertaken several agriculture extension activities so as to educate the farmers on efficient use of agroinputs and provide know-how on improved and scientific methods of cultivation contributing to increase in their farm yield. Some of the services so undertaken during the year are as under:

1. Soil Sample Analysis: 53000 number of NPK and 8700 number of Micro-nutrient analysis have been done and Soil Health Cards distributed.

2. Kisan Suvidha Kendras: 112 Kisan Suvidha Kendras were operated at different districts of Maharashtra & Karnataka for educating & imparting Agricultural extension services to the farmers at the field level,

3. Farmer Training Centres are operational at Thal and Nagpur for imparting residential training to farmers. A total of 47 programs were undertaken benefitting 1972 farmers during the year.

4. RCF Kisan Care Toll Free service 1800-22-3044 was operated for imparting Agricultural information to the farming community.

5. RCF Sheti Patrika: 4.20 lakh copies of RCF Sheti Patrika (Marathi edition) covering the relevant subjects pertaining to Agriculture and allied fields were distributed to farmers.

6. Doordarshan: RCF sponsored and promoted popular TV programs like Krishi Samruddhichi Gurukilli for sharing of Agriculture Knowledge and RCF Suphala DD Sahyadri Krishi Sanman Puraskar for motivating farmers.

7. Social Media: Information has been shared through Social Media (WhatsApp, Facebook, Twitter, Instagram, and You Tube) with handle @rcfkisanmanch.

8. Agricultural Extension Services: 299 field demonstrations, 147 soil testing days, 339 farmers' meetings, 8 krishi melas, 4 veterinary camp/rural sports, 5 exhibitions, etc. were organized for the benefit of the farmers.

9. Awareness Campaign on Covid-19: Banners were put up in Osmanabad District of Maharashtra for creating awareness amongst farmers about Covid-19.

10. Adoption of Villages for Promotion of City Compost:

10 villages from Maharashtra, Karnataka, Gujarat & Rajasthan were selected for promotion of City Compost.

11. Azadi Ka Amrut Mahotsav: Nation is observing Azadi Ka Amrut Mahotsav to commemorate 75 years of Independence. As per the guidelines of Department of Fertilizers, Government of India, Azadi Ka Amrut Mahotsav programme was conducted in Maharashtra through webinar in coordination with Maharashtra State Agriculture Department, Krishi Vigyan Kendra & Agriculture universities to observe Fertilizer Application Awareness programme to promote balanced and sustainable use of fertilizers with focus on climate zone, soil analysis, application of different type of fertilizers, methodology of application, new technologies, measuring crop yield vis-a-vis fertilizers usage etc.

12. Launching of Educational Videos: 3 farmers training videos were launched i.e. Strawberry, Vegetables & COVID-19 Vaccination Awareness.

13. Online Quiz competition for dealers and farmers:

During vigilance awareness week, online quiz competition was organised for dealers and farmers. Total 712 farmers and 240 dealers participated from all over country in this programme.

COVID 19 PANDEMIC IMPACT ANALYSIS

The Covid 19 pandemic has raised uncertainty around the future economic outlook and pushed the potential policy normalisation further into the future. With the second Covid wave being alarming, stretching healthcare infrastructure and having adverse economic implications on income and consumption, there have been downward revisions in the GDP growth forecast for financial year 2022 by many multilateral institutions.

Fertilizer and agriculture sectors provided much needed strength to Indian economy during the 1st wave of COVID 19. As per the second advance estimates of national income 2020-21, agriculture and allied sector registered a positive growth of 3% during 2020-21 over the previous year. Apart from normal monsoon for the second consecutive year, growth in agriculture was also supported by slew of measures by the central and state governments to facilitate uninterrupted agricultural activities throughout the country. These included exemption of agriculture related activities from COVID linked lockdown, enhanced credit availability, higher level of procurement and financial support through number of other programmes under Atma Nirbhar Bharat.

Your Company has established vaccination centre at RCF Hospital, Chembur with the collaboration of Bombay Municipal Corporation (BMC). This centre will benefit residents of localities in and around RCF and its employees.

For the year ended March 31, 2021, operations of the Company were marginally scaled down on account of issues arising out of lockdown due to Covid-19 pandemic. However, results for the year ended March 31, 2021 have not been impacted. Management has assessed the potential impact of Covid-19 based on the current circumstances and expects that there will be no significant impact on the continuity of operations of the Company, on useful life of the assets, on financial position etc. on a long term basis.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

A dispute between Rashtriya Chemicals and Fertilizers limited and GAIL (India) Limited (GAIL) for recovery of differential gas pricing for an amount of Rs.1439.57 crore filed by GAIL before IMC/ Administrative Mechanism for Resolution of CPSEs Disputes (AMRCD) for the period 2006 to 2016 has been settled under AMRCD mechanism for Rs.87.17 Crore. Accordingly, with the settlement of abovesaid dispute, no further liability on this account exist against the Company for this period.

No other material changes have occurred as at the end of the financial year to which the balance sheet of the Company relates and the date of this report except the day to day challenges being faced by the company on account of COVID 19 pandemic.

RISK MANAGEMENT

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a Risk Management Policy for risk assessment and minimization procedures. The Risk Management Policy developed with the objective of having a balanced approach towards business plan and mitigating the associated risks, is in place. The system identifies better management practices to ensure greater degree of confidence amongst various stakeholders and facilitates good Corporate Governance practice. All risks associated with Operations, Environment, Finance, Marketing, Human Resource, Legal, Information Technology Security, Projects etc., are continuously monitored. The degree of impact of the perceived risks is further graded into high, medium and low and the probability of the occurrence of each risk is also classified into unlikely and likely. In order to mitigate losses arising out of such perceived risks, appropriate procedures are being adopted to contain the risks. Also the practices adopted during emergencies, including the communication system and mode of disseminating information are periodically reviewed and updated to minimize the impact on the Company. Quarterly report in respect of the same is presented to the Board.

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee on timely basis informs the Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company. The details of Risk Management Committee are included in the Corporate Governance Report.

MAJOR EXPANSION AND DIVERSIFICATIONS

The status of major projects undertaken by your Company is as under:

PROJECTS COMPLETED

Trombay Urea-V Plant Revamp (Casale Scheme)

Urea-V plant revamp scheme is based on End-to-End survey conducted by M/s Casale SA, Switzerland. The project was 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.

Expected energy saving as result of this project is 0.19 Gcal/ MT of Urea. Project capital cost is about Rs.137.03 Crore. The project was completed in Dec. 2020.

PROJECTS UNDER IMPLEMENTATION

Schedule of projects under implementation is being hampered because of restrictions due to COVID-19 pandemic.

Gas Turbine at Trombay

To address the challenge in wake of recently notified stringent energy norms for Urea, your Company is implementing various energy reduction projects. One of these project is installation of Gas Turbines Generator (GTG) of 2 x 25 MW along with Heat Recovery Steam Generator (HRSG) of 2 x 65 MTPH capacity, at Trombay. This project aims to reduce the specific energy consumption in Ammonia and Urea Plants at Trombay. Work has been awarded to M/s Thermax on 18.04.2018 for implementing the project on LSTK basis. Estimated project capital cost is about Rs.427 Crore expected Energy Saving is 0.30 Gcal/MT of Urea. The project is expected to be commissioned by October 2021.

Trombay Ammonia V Plant Revamp (KBR Scheme)

Ammonia-V revamp project is being implemented as a part of energy improvement schemes to meet the new energy norms for Trombay Unit. The estimated project cost is Rs.72.75 Crore. The Basic Engineering is being done by KBR, USA and Detail Engineering is being done by PDIL. The scheme is envisaged to result in energy saving of 0.25 Gcal/MT of Ammonia. Expected project completion is by Oct. 2022.

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

Your Company has undertaken installation of variable frequency drive on HP Ammonia feed pumps for power saving at estimated cost of Rs.6.93 Crore. Expected saving is 0.012 Gcal/MT of Urea. Five no. of VFDs are installed in and taken in line. Four VFDs are balanced for commissioning. Job is held up due to COVID-19 Pandemic. Expected to be completed by end of August 2021.

PROJECTS UNDER CONSIDERATION New AN Melt Plant at Trombay

With an aim to reduce specific consumption of raw materials and improve the energy efficiency of the plant, your Company is planning to set-up new AN Melt Plant at Trombay. Tender is issued for lining up LSTK Contractor. Estimated Project Cost is Rs.88.50 Crore.

New CNA Plant at RCF Trombay

Your Company is exploring the feasibility of setting-up New Concentrated Nitric Acid (CNA) plant based on Magnesium Nitrate process at RCF, Trombay. A consultant is appointed for preparation of Detailed Feasibility Report (DFR). Estimated Project Cost is about Rs.50 Crore.

Organic Fertilizer Plant at Trombay

Your Company is planning to set-up an Organic Fertilizer plant using STP & ETP sludge and Gypsum, sourced inhouse, at Trombay unit. The proposed plant capacity is 10,000 MT per year on single shift operation. The project shall serve dual purpose of marketing organic fertilizer as per Government mandate as well as the disposal/management of STP & ETP sludge with the manufacturing of value added product giving clean environment. Estimated Project Capital Cost is about Rs.8 Crore.

Presently, Market Development Assistance (MDA) is notified and available for city compost plants based on Municipal Solid waste. Since the proposed Organic Fertilizer plant of RCF shall be based on solid sludge generated from Municipal Sewage and will be complying with the FCO specifications for Organic Fertilizer (Compost), MDA has been sought from GoI.

Zero Liquid Discharge at Trombay

Your Company is exploring the possibility of setting up Zero Effluent Discharge (ZED) plant to treat the effluent generated and to recover & recycle the water in the process at Trombay unit. The zero liquid effluent discharge projects consists of treatment of the various liquid effluent streams generated in the various plants at Trombay unit and converting the effluents in the raw water which shall be used in the process so that there shall be zero (liquid) effluent discharge. The objective of the scheme is to achieve "Zero Effluent Discharge (ZED) or Zero Liquid Discharge (ZLD)" for RCF Trombay.

Water Soluble Fertilizer Plant at RCF Thai

Your Company is exploring the feasibility of setting-up Water Soluble Fertilizer (WSF) manufacturing plant at RCF Thal unit. Five WSF grades namely Mono Ammonium Phosphate (12-61-0), Mono Potassium Phosphate (0-52-34), Potassium Nitrate (13-0-45), Potassium Sulphate (0-0-50) and Calcium Nitrate (15.5-0-0-19) of 10,000 MTPA capacity each are being considered. A consultant is being appointed for preparation of Detailed Feasibility Report (DFR).

ETP up-gradation at Thal

Upgradation of ETP for treating 9,000 M3/day effluent at an estimated cost of Rs.71.48 Crore. Benefit of the project will be better environment management on sustained basis through recycling of treated effluent as a raw water to the tune of 5,250 M3/day from RCF Thal factory. Scheme will be completed by Oct. 2022.

Motor Driven Nitrogen Compressor in Argon Plant at Thal

Existing steam turbine driven compressor will be replaced with motor driven compressor at an estimated cost of Rs.20.78 Crore to utilize power generated from GT. Saving expected is Rs.4.70 Crore per year. Scheme will be completed by Feb. 2022.

JOINT VENTURE PROJECTS Coal Based Fertilizer Plant at Talcher

Your Company, along with Coal India Limited (CIL), Gas Authority of India Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), is setting-up a Coal Gasification based fertilizer complex, comprising of 2200 MTPD Ammonia plant and 3850 MTPD Urea plant, at FCIL, Talcher, Odisha. Land and certain facilities needed for the project are provided by FCIL. The project will utilize state-of-the-art Coal Gasification Technology from M/s Air Products (erstwhile M/s Shell Eastern). A joint venture company ‘Talcher Fertilizers Limited' has been incorporated for establishing and operating Coal Gasification based Fertilizer complex.

The estimated Project capital cost is approx. Rs.13,277 Crore (10%) (RCF share is Rs.1,184 Crore). M/s Wuhuan Engineering, China has been engaged as LSTK contractor for Coal Gasification and Ammonia/Urea packages of the project valuing approx. Rs.8000 Crore. Site activities are in progress.

The commissioning of the project is scheduled to be completed by September 2023. However, the same is likely to get affected due to Covid-19 pandemic.

The project is of strategic importance for the country as it aims to make breakthrough for an alternative source of feedstock in the form of abundantly available coal from domestic sources in place of natural gas. Success of this project is expected to be a game changer and shall pave a way forward to the production of chemicals and fertilizers from coal, leading to lesser RLNG imports. It will also help in meeting much needed Urea production capacity for the eastern part of the Country.

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

The revival of BVFCL Namrup Unit is proposed to be carried out by JV of NFL (28%), Oil India Ltd. (18%), RCF (17%), BVFCL (11%) and Govt. of Assam (26%).

The proposed project entails setting up a Urea plant with an annual capacity of 1.27 Million MT. The estimated Project Cost is about Rs.7628 Crore. The feasibility study for the project is being carried out by PDIL.

SUBSIDIARY AND OTHER JOINT VENTURE COMPANIES

A separate statement containing the salient features of financial statements of all the joint ventures of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the joint ventures and related information are available for inspection by the members electronically up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member seeking to inspect such documents are requested to write to the Company at investorcommunucations@rcfltd.com . The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of your Company (www.rcfltd.com).

JOINT VENTURE COMPANY

FACT-RCF Building Products Ltd. (FRBL), Kochi

Your Company has formed a Joint Venture Company with Fertilizers and Chemicals Travancore Limited (FACT) by incorporating FACT-RCF Building Products Ltd. to set up a Rapidwall project at Kochi. Both your Company and FACT have 50:50 equity holding in the Company. Production has been suspended owing to expected takeover of the Plant & Machinery by the ARC. The company is undertaking only project management services at present.

The unaudited financial statements of FRBL as at March 31, 2021 reported a loss of Rs.6 crore, thus resulting in accumulated loss of Rs.199.53 crore.

Urvarak Videsh Limited (UVL)

Your Company has formed a Joint Venture Company with National Fertilizers Limited (NFL) and Krishak Bharti Cooperative Limited (KRIBHCO) by incorporating Urvarak Videsh Limited (UVL) to set up joint venture in India and abroad for manufacturing, mining, long term tie ups for Nitrogenous, Phosphatic and Potassic Fertilizers and fertilizer raw materials including exploring the possibility of making investments and rendering Consultancy services, etc. The company explored many alternatives to take up various projects but the same did not fructify due to want of funds as UVL business objective requires heavy capital investment. As the Company could not take up any business, the Board of UVL had decided to declare the company as a Dormant company for the time being, in terms of the provision of section 455 of the Companies Act, 2013 as the keeping the status of the company as active was not serving any purpose.

The Audited financial statements of UVL as at March 31, 2021 reported a loss of Rs.73,193/-, thus resulting in accumulated loss of Rs.0.48 crore.

Talcher Fertilizers Limited (TFL)

Your Company has formed a Joint Venture company, with Coal India Limited (CIL), GAIL (India) Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL), with the name Talcher Fertilizers Limited for revival of FCIL's fertilizer unit at Talcher by establishing and operating coal gasification based fertilizer complex. The equity participation of RCF, CIL and GAIL is 31.85 % each and that of FCIL is 4.45%. The company is yet to start its operations.

During the year, your Company has infused Rs.375.97 Crore in TFL.

The unaudited financial statements of the said Company as at March, 2021 reported a profit of Rs.6.57 crore, thus reducing in accumulated loss to Rs.15.16 Crore.

Consolidated Financial Statement

The Consolidated Financial Statement of your Company has been prepared by taking into consideration Joint Venture Companies i.e. FACT-RCF Building Products Limited, Urvarak Videsh Limited and Talcher Fertilizers Limited.

The Consolidated financial statements have been prepared under equity method along with Company's standalone financial statements.

SUMMARY OF FINANCIAL PERFORMANCE

Rs Crore

Particulars 2020-21 2019-20
Total Income (Net) 8413.83 9827.12
Total Operating Expenses 7548.17 9115.16
Operational Profit 865.66 711.96
Depreciation/Impairment 174.63 171.04
Finance Cost 179.57 237.82
Share /(loss) of Associates/JVs 2.19 (1.02)
Profit/ (Loss) before Exceptional Item 513.65 302.08
Exceptional Item (income) / Expense (4.71) 100.17
Profit/ (Loss) before Tax 518.36 201.91
Provision for Tax (including deferred Tax liability/ Asset) 143.06 (5.22)
Net Profit / (loss) after tax 375.30 207.13

RESEARCH AND DEVELOPMENT

Your Company has taken up several Research and Development (R & D) projects, some of which are for commercial scale design and engineering. They are as under:

Organic Fertilizer: ‘Biostimulant'

RCF's Biostimulant is an organic product which is tested successfully on various crops. It is based on organic substances which positively influence the growth and resistance of plants, resulting in a lower pest and disease pressure in the crop and a higher yield. Biostimulant improves soil quality and nutrients absorption from soil at a very low dose of 0.5% to 1%. Product makes crops more tolerant to abiotic stress, such as drought or heat stress.

Biostimulant is available in liquid form which is easy for application through soil, drip and foliar spray. It is an ecofriendly product. Product has been tested for its toxicological effects, on micro and macro flora. This includes effect on algae, earthworm, fishes and oral toxicity to birds (avian toxicological studies) before commercialization. The product has been declared as a non-toxic one as per the requirement of the FCO guidelines.

The first despatch was made to Konkan on February 20, 2021. With the launch of ‘Biostimulant', one more value added product is added to the basket of RCF Limited.

Big from Small: Nanofertilizer

Nanotechnology is bound to play an important role in increasing the productivity of crop by keeping the fertilizers dosages low. Zinc oxide based and NPK based nanofertilizers have been developed and field trials completed. The trials have shown an increase in crop yield up to 50% These products shall also address the much needed agricultural sustainability.

Collaborative Research: MoU with ICAR Institutes

Collaboration with Indian Council of Agriculture Institutes viz. Indian Agriculture Research Institute (IARI), Pusa, New Delhi and National Research Centre (Grapes), Pune was done for carrying out field trials of ‘Biostimulant ‘ product. The trials revealed encouraging results with increase in yield around 20-30% in tested crops. These trials supported immensely the process of commercialization of product ‘Biostimulant'

Urban Farmer: Gardening kit for urban population

Urban farming, also known as urban agriculture is a way for urban dwellers to grow their own food, vegetables, flower and ornamental plants. To grow the healthy plants, healthy soil and other genuine agro-inputs are required. Growers face difficulties to get resources for cultivation or agriculture inputs, especially in metro cities. Urban agriculture programs can help local communities in both, an economic way and in a social way. They allow for people to have more immediate connection to their food, as well as help stimulate local economy.

Ready to use urban kits were designed and formulated in various options. The urban kit will be put in the market for commercialization in 2021-22.

Agriculture Sustainability: Biofertilizer with Enhanced Shelf life

Biofertilizers are the backbone of organic farming and have been in use since decades. A highly innovative product to enhance the shelf life of biofertilizer from 1 year to almost 2.5 years has been successfully formulated and tested in in-house field trials as well with ICAR institute. It is very easy to apply, transport and store. This form of biofertilizer is certain to penetrate markets and become popular amongst the farming community.

Soilless Cultivation: A new market for 100% water soluble fertilizers

Soilless cultivation or ‘Hydroponics' technology is a method of growing plants, usually crops, without soil, by using mineral nutrient solutions in an aqueous solvent. Farmers/ urban population can benefit from the controlled, automated, affordable, and sustainable methods of growing their crops with minimal monitoring and without the waste of resources like water, land and various fertilisers. It is fast becoming a popular choice for many growers globally and specially for growth of exotic crops.

A Hydroponics facility has been established in R&D campus with the objective of development of various grades of 100% water soluble fertilizers required for the growth of exotic crops viz lettuce, strawberry, basil, jalapeno etc.

ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL

Your Company is committed to ensuring clean environment beyond satisfying all stipulated requirements laid down by the statutory authorities, meeting the expectations 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 both its 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. Both units monitors are connected to MPCB and CPCB servers for continuous monitoring online data of stack and effluent parameters. At RCF Trombay, 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, your Company 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 at Trombay and Thal unit have ensured that the environment in and around the operating units are fully protected. Environmental safety of neighbours 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 a Sewage Treatment Plant 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. Last year, an additional stream of STP is commissioned.

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.

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

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

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 by following COVID-19 guidelines.

Recently, International Fertilizer Association (IFA) has upgraded RCF's safety benchmarking rating to 19 from 42.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility', your Company has undertaken several projects in the areas of rural development, promoting health care, Nutrition 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 Rs.4.22 Crore including Rs.0.64 Crore set off for succeeding financial year on CSR activities. The activities, in brief, are as under:

Education

a. PM Care Fund :

Your Company has provided Rs.50.00 lakhs to PM care fund. This is a dedicated fund with the primary objective of dealing with any kind of emergency or distress situation, like posed by the COVID-19 pandemic.

b. Supply of drinking water to the villages

Your Company 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 and spent about Rs.126 lakhs on this account during the year. More than 26,000 residents of the villages got benefited of the scheme.

c. Financial Assistance for Medical Equipment for Civil Hospital, Alibag Dist. Raigad, Maharashtra:

Your Company has provided financial assistance to District Government Hospital for procurement of Medical equipments like X-Ray Machine, CT scan machine, medical Testing kits etc. The beneficiary of this facility are all needy patients of Raigad District.

d. Livelihood enhancement projects

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

e. Rural Development- Road Repairing:

Your company has repaired local Roads from Thal Palthi to Navgaon creek and local Road from Chondhi Naka to Kihim at Thal .

f. Garbage Vans to Villages:

Your Company has provided 2 Garbage Vans, one each for Kurul & Navgaon Gram Panchayats in Raigad District.

g. Distribution of Oxymeter and Thermal Thermometers in slum areas:

Your Company provided financial assistance to M/s. Shri Radha Foundation for purchase of Oxymeter and Thermal Thermometers for distribution in slum areas in Chembur for controlling covid cases. This will help to check people for likely symptoms such as fever and lack of oxygen so as to prevent spread of the corona virus from people with symptoms.

h. Treatment of OPD Patients:

Your Company provided financial Assistance to Sushrut Hospital for treatment of poor out door patients. Your Company is providing this facility for more than 15 years.

i. Women Empowerment:

Your company provided financial assistance to Asmita Mahila Mandal for distribution of mini flour mills and sewing machines to the underprivileged women of slums in Chembur. This will help these women to earn their livelihood and support their families.

j. Aspirational District (Osmanabad)

Government of India has issued guideline to CPSEs related to utilization of CSR funds in a focussed manner towards national priorities by adopting a theme based approach. As per the DPE guidelines common theme identified for the year 2020-21 was Health Care & Nutrition.

Your Company had selected Osmanabad which is one of the Aspirational district in Maharashtra. Your Company has implemented following schemes in Osmanabad.

1.) Financial Assistance to Grampanchyat Barul, Dist Osmanabad for procurement of Medical equipments for Primary Health Center.

2) Financial Assistance to PHC Rugn Kalyan Samiti, Bembli Tal & Dist Osmanabad for purchase of Medical Equipments

3) Financial support to Optimal Skills and Solutions Foundation (OSSF) to train graduating students in their final year to make them skilled manpower through suitable training programme. From this programme, OSSF will train total 100 selected students of 15 collages in Osmanabad District.

CPSE CONCLAVE "VISION 2022"

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

In line with the directions given by Hon'ble Prime Minister at the Conclave, DPE has prepared Broad Framework of Action Plan comprising of Objectives, Actionable Points, Metric and Responsibility and have circulated the same amongst all CPSEs for developing Company specific actionable points and targets to be achieved by 2022-23.

In line with above, your Company has prepared the Company specific actionable points with targets and has been working on achieving the same. The actionable points are pertaining to contribution towards minimizing the import bill of the Country, promotion of R&D activities, Alignment of CSR activities with national priorities, handholding of MSEs, skill India movement, sharing best practices & infrastructure, supporting start-ups, reduction in wasteful expenditure, increasing geo-strategic reach of the Company.

The status of each and every actionable point is reviewed by Management on fortnight basis and by Board of Directors on quarterly basis. The status is also updated on "DRISHTI" dashboard every month.

EFFECTIVE IMPLEMENTATION OF PUBLIC PROCUREMENT POLICY FOR MICRO AND SMALL ENTERPRISES (MSEs)

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 and Small Enterprises and further amended vide Government of lndia Gazette Notification S.O. 5670(E) dated November 9, 2018.

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

With amendment in Public procurement policy for Micro & Small Enterprises (MSEs) order, 2012 vide GoI Gazette Notification S.O. 5670(E) dated November 9, 2018, the percentage target of procurement of goods and services by Government Departments/CPSEs from MSEs is increased from 20% to at least 25% along with the provision of minimum 3% reservation for Women owned MSEs within this 25% reservation. This amendment is made applicable from November 9, 2018.

Due to the very nature of operations of our Company, a portion of the procurement targets from MSEs could not be achieved in the year 2020-21.

With concerted efforts, in the year 2020-21, RCF has been able to achieve 32.69% procurement from MSEs and 0.71% of procurement from MSEs owned by SC/ST entrepreneurs out of total procurement of Goods and Services. The percentage of procurement from MSEs owned by women entrepreneurs was 0.84% out of total procurement. The percentage procurement is calculated excluding Raw materials, gas, water, electricity, catalyst and proprietary items which cannot be procured from MSEs.

SUSTAINABLE DEVELOPMENT

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

Sewage Treatment plant

Your Company is operating Two Sewage Treatment Plants (STP) 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 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 2020-21, about 7034.27 Million Litres of treated water was generated in STP plants.

Solar Power Plant

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 January 2016. In addition to this, Your Company has commissioned solar rooftop facilities at Thal, Trombay and Soil Testing labs with an aggregate capacity of 2.16 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 2020-21, 4446 MWh of solar power and 2172 number of Solar Renewable Energy Certificates (RECs) were generated.

Organic Fertilizer Plant

Setting-up an Organic Fertilizer plant at Trombay is under active consideration of your Company. The plant shall be using STP and ETP sludge and Gypsum, sourced in-house at Trombay unit. The proposed plant capacity is 10,000 MT per year on single shift operation. The project shall serve dual purpose of marketing organic fertilizer as per Government mandate as well as the disposal/management of STP & ETP sludge with the manufacturing of value added product giving clean environment.

VIGILANCE

Vigilance Department is headed by Shri Sameer Rastogi, Indian Forest Service, who holds the charge of Chief Vigilance Officer (CVO) of RCF. The CVO is assisted by a team of officers drawn from various functional departments and placed in Corporate Office at Mumbai and at Thal Unit. The thrust of Team vigilance is to bring greater transparency, fairness and efficiency in all type of transactions and execution of works in the company in line with the Central Vigilance Commission's guidelines. Thus, necessary measures are initiated to review the activities of Corporate Office, Trombay Unit, Thal Unit and Marketing offices situated across the country.

As part of Preventive Vigilance, efforts are made to keep a watch on the various activities through regular inspections and surprise checks. Systemic improvements and corrective actions are suggested wherever necessary. Your Company follows the ideology that "All officers are Vigilance Officers" and the same is implemented in the company. Support of all officers is taken in implementation of Vigilance directives. Vigilance Department has focused on spreading awareness on rules/regulations, procedures and solicited information/ complaints from all regarding malpractices or corruption. The Vigilance Department has a complaint handling system and an online portal for lodging the complaints. Efforts are made to ensure speedy Redressal of the complaints.

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

The Vigilance Department conducted the Vigilance Awareness Week from 27.10.2020 to 02.11.2020. The activities during the week were designed to spread Vigilance Awareness among young citizens and our external partners. Due to prevalent Covid -19 conditions, all the competitions were organized on e-platform for employees and stakeholders. Awareness for taking e-integrity pledge was spread through SMS, display of e-banner on intranet, email etc. A link for taking e-integrity pledge on CVC website was provided on RCF website for all the stakeholders. A webinar session on "Vigilant India - Prosperous India" was organized by CVO-RCF for Vigilance Study Circle, Mumbai. The session was attended by CVOs of various PSUs and PSBs, all Vigilance Officers and top Management Representatives of RCF. Badges were distributed to increase awareness and elicit active participation of all employees of RCF, CISF & Contractors working within the RCF campus. An online quiz competition was organized for RCF employees and stakeholders i.e. farmers & dealers. Various competitions were held for school and college students from Mumbai and Thal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under regulations 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, highlighting the industry structure and developments, opportunities and threats, future outlook, risk and concerns etc. is annexed as Annexure II and form an integral part of this report.

PUBLIC DEPOSIT

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

OFFICIAL LANGUAGE POLICY

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

AUDITORS

a. STATUTORY AUDITORS AND THEIR REPORT

The Comptroller and Auditor General of India (CAG) has appointed, M/s M. M. Nissim & Co LLP (Firm Registration Number 107122W / W100672) and M/s. Gokhale & Sathe (Firm Registration Number 103264W) as Joint Statutory Auditors of your Company for the financial year 2020-21. The Auditors would be retiring at the conclusion of the Forty Third 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 2021-22 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 K. G. Goyal & Associates, Cost Accountants (FRN 000024), Jaipur as Cost Auditor to audit the cost accounts of the Company for the year 2021-22 on a remuneration of Rs.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 K. G. Goyal & Associates as 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 2019-20 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.

EXPLANATION OR COMMENTS BY THE BOARD ON SECRETARIAL AUDIT REPORT

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

a) The Board of Directors comprises of nine Directors, constituting of four Executive Directors (including the Chairman & Managing Director); two Nominee Directors (non-executive) and three Independent Directors including Independent Woman Director. As per Regulation 17(1) of the Listing Regulations and DPE Guidelines on Corporate Governance for Central Public Sector Enterprises, the Chairman being an Executive Director, at least half of the Board of Directors should be comprised of Independent Directors. Thus, the Company does not have the requisite number of Independent Directors on its Board.

b) An independent director of the Company vacated the office on account of completion of his term as Independent Director on March 7, 2020 and a new independent director was appointed on June 25, 2020. Regulation 25 (6) of the Listing Regulations and Section 149 read with Rule 4 of the Companies (Appointment and Qualifications of Directors), 2014, any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later. The Company has not complied with the requirement of appointment of a new independent director within three months from date of such vacancy.

Explanation on observations made by Secretarial Auditors para (a) & (b) above is as under:

Your Company is a Central Public Sector Undertaking under the Administrative control of the Ministry of Chemicals and Fertilizers, Department of Fertilizer, Government of India and its Directors on the Board are nominated/appointed by the President of India. The Company is continuously pursuing with the Government of India for the appointment of requisite number of Independent Directors on the Board in order to comply with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

d. SECRETARIAL STANDARDS

During the year 2020-21, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

REPORTING OF FRAUDS

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.

INSOLVENCY AND BANKRUPTCY CODE

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ONETIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

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.

BANKS AND 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.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013:

i] that in the preparation of the annual accounts for the year ended March 31, 2021, 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, 2021 and of the profit of the Company for the year ended on that date;

iii] that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] the annual accounts have been prepared on a going concern basis;

v] that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

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

COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT OF PUBLIC ENTERPRISES

DPE, Government of India, has laid down certain parameters for the purpose of grading the CPSEs on the basis of their compliance with guidelines on Corporate Governance and this report needs to be submitted to the Government on quarterly/annual basis. Your Company has been complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE and regularly submits reports to the Government. DPE issued ‘Excellent Rating' to your Company for the year 2019-20.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

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.

KEY MANAGERIAL PERSONNEL

The following are Key Managerial Personnel of the Company as on 31.03.2021:

1. Shri S. C. Mudgerikar [DIN 03498847], 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

CHANGES IN THE BOARD OF DIRECTORS

Smt. Shashi Bala Bharti (DIN 08770477) has been appointed as an Independent Director of the Company w.e.f. June 25, 2020.

Ms Aparna S. Sharma (DIN 07798544) has been appointed as Govt. Nominee Director of the Company w.e.f. September 1, 2020.

Ms Gurveen Sidhu (DIN 08121526) ceased to be Government Nominee Director w.e.f. September 1, 2020.

Shri Sudhir D. Panadare, [DIN 07933191], ceases to be Director (Technical) on the Board on his superannuation on May 31, 2021 (Closure of Business hours).

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, Shri Umesh Dongre (DIN:08039073) and Ms Aparna S. Sharma (DIN 07798544), Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

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 self assessment test within 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 participation and contribution, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement.

DECLARATION OF INDEPENDENCE

All independent Directors of the company have given declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The 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.

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

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.

MEETINGS OF THE BOARD

Twelve (12) Board Meetings were held during the year. The details of the Board Meetings held during the financial year 2020-21 are provided in the Corporate Governance Report.

BOARD EVALUATION

Section 134(3) (p) of the Companies Act, 2013 requires the Company to disclose the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors. As per notification dated 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 2020-21 as per regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

CREDIT RATINGS

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

PARTICULARS OF EMPLOYEES

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on 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 have any pecuniary relationships or transactions vis-a-vis the Company.

The details of the investment in equity made by the Company as on March 31, 2021 is as under:

Rs Crore

1 FACT-RCF Building Products Limited 32.87 *
2 Urvarak Videsh Limited 0.18 *
3 Talchar Fertilizers Limited 535.18
Total 568.23

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

The details of transactions with related parties are provided in the accompanying financial statements. There are no transactions to be reported in Form AOC-2.

INTER CORPORATE DEPOSIT

In connection with one time settlement entered into with Dena Dank, the Company had paid total Rs.51 crore C 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 Rs.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 first installment of Rs.5.10 crore out of the total 5 installments in the month of December 2020 as per agreement.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

During the year, no complaint of Sexual 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.

RIGHT TO INFORMATION (RTI)

In order to promote transparency and accountability, an appropriate mechanism has been set up across the Company in line with the provisions of the Right to Information Act, 2005. Your Company has nominated CPIO/ACPIOs/ Appellate Authorities at its units/offices across the Company to provide information to citizens under the provisions of the RTI Act.

During the year under review, your Company has received 141 RTI applications out of which 134 has been resolved.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ANNUAL RETURN

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, 2021 is available on the Company's website on https:// www.rcfltd.com/public/storage/investers/1632482206.pdf

ISSUE OF NON CONVERTIBLE DEBENTURES (NCDS) BONDS ON PRIVATE PLACEMENT BASIS

During the year, your Company has allotted 5,000, 6.59% Rated, Listed, Secured, Redeemable, Non-Cumulative, Taxable, Non-Convertible Debentures (NCDs) of face value of Rs.10,00,000/- (Rupees Ten Lakh only) each, aggregating to Rs.500 crore (Rupees Five Hundred Crore only) on private placement basis for cash at par, in dematerialized form (ISIN: INE027A07012), through BSE Electronic Book Platform (EBP) on August 5, 2020.

The NCDs are for a tenure of Five years, carrying interest @ 6.59% 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.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

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.

BUSINESS RESPONSIBILITY 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 Report is also available on the Company's website www.rcfltd.com.

ACKNOWLEDGMENT

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

The Board also wishes to acknowledge with sincere gratitude, the help and unstinted support from the Government of Maharashtra and other State Governments, MSEB, MIDC, various Media, Municipal Authorities, Maharashtra Pollution Control Board, Factory Inspectorate and IBR, Bankers to your Company, Financial Institutions, Dealers and Customers.

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

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

[S. C. Mudgerikar]
Chairman & Managing Director
Place: Mumbai
Date: August 12, 2021