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Rashtriya Chemicals & Fertilizers Ltd.

BSE: 524230 Sector: Agri and agri inputs
NSE: RCF ISIN Code: INE027A01015
BSE LIVE 15:54 | 15 Dec 90.15 1.85
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NSE 15:59 | 15 Dec 89.95 1.75
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HIGH

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OPEN 89.50
PREVIOUS CLOSE 88.30
VOLUME 472711
52-Week high 106.45
52-Week low 44.55
P/E 32.90
Mkt Cap.(Rs cr) 4,973
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.15
Sell Qty 1770.00
OPEN 89.50
CLOSE 88.30
VOLUME 472711
52-Week high 106.45
52-Week low 44.55
P/E 32.90
Mkt Cap.(Rs cr) 4,973
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.15
Sell Qty 1770.00

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

Company director report

Dear Members

The Directors of your Company have pleasure in presenting this 39th Annual Report onthe working of your Company together with the Audited Accounts for the year ended 31stMarch 2017.

1.0.0 FINANCIAL PERFORMANCE

1.1.0 SUMMARYOFFINANCIALPERFORMANCE

` Crore

Particulars 2016-17 2015-16
Total Revenue 7291.15 8326.40
Total Operating Cost 6807.34 7768.25
Operational Profit 483.81 558.15
Depreciation/Impairment 141.10 147.65
Finance Cost 93.98 145.27
Profit/ (Loss) before tax 248.73 265.23
Provision for Tax (including 69.47 92.59
deferred Tax liability/ Asset)
Net Profit / (loss) 179.26 172.64
Retained Earnings
Less: Dividend Paid (Previous 60.69 99.30
financial year)
Less :Dividend Distribution Tax 12.35 20.22
Add: Re-measurement of
0.79 2.13
Defined Benefit Plan
Less: Balance Transferred to 107.01 55.25
General Reserve

The Company has adopted Indian Accounting Standards (Ind As) with effect from 1stApril 2015 pursuant to the notification of Companies (Indian Accounting Standards)Rules 2015 issued by Ministry of Corporate Affairs. Accordingly previous years' figureshave been restated and audited by the Joint Statutory Auditors of the Company namely M/sKalyaniwalla & Mistry LLP Chartered Accountants and M/s Chhajed & DoshiChartered Accountants.

The major factors contributing to the reduction in the Company's profitability beforetax are as under: i) Provision made during the year on sale of surplus ammonia in theratio of 35:65 (35% to GoI). ii) Falling IPP of Urea has impacted the operating Margins ofproduction of Urea beyond Reassessed capacity. iii) Price protection provision forimported MOP for the period December 2015 to September 2016 was reckoned which impactedtrading profitability.

iv) Provision made towards wage revision due from 01.01.2017 in line with Pay Revisioncommittee recommendations. v) Provision made during the year towards wage revision arrearseffective from 01.01.2016 payable to CISF Railway staff deployed with the Company &Contract Labour.

However the Company's profit after tax is marginally higher due to reversals of earlieryear's tax provisions on finalisation of the Assessments and lower deferred tax liabilityprovision as compared to the previous year.

1.2.0 MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA

RCF has been entering into a Memorandum of Understanding (MoU) with the Ministry ofChemicals & Fertilizers Government of India setting the performance parameters andtargets every year. Your Company has consistently maintained "Excellent" MoUperformance rating over the years. However the Company has received "Very Good"rating for the year 2015-16.

Inspite of an excellent performance in 2015-16 Company's MoU ratings were "VeryGood" mainly on account of lower profit due to creation of liability of ` 181.97Crore on account of pool price differential for non-urea operations. This had impacted theactual profits and the ratios considered in evaluation of MoU performance. The Company hadsought set off between the actual price and the price considered in MOU targets for use ofgas in P&K fertilizers at the time of fixing targets which if agreed to by theMinistry would have resulted in the Company getting "Excellent" ratings.

The performance rating for 2016-17 MoU is yet to be finalised by the Government.

1.3.0 DIVIDEND

Although your Company has lined up a number of capex programmes which will entailsubstantial expenditure considering the consistent profits being made by the Companyyour Directors have recommended a dividend of ` 1.10 (i.e. 11%) per equity share (Previousyear ` 1.10 per equity share) for the financial year 2016-17. The total outgo on thisaccount works out to ` 73.04 Crore (` 73.04 Crore in the previous year) including dividenddistribution tax and education cess. The dividend payout is subject to the approval ofmembers at the ensuing Annual General Meeting.

1.4.0 APPROPRIATION TO GENERAL RESERVES

Y our Company earned a net Profit after `179.26 Crore (`172.64 Crore in the previousyear). The dividend payout along with Tax and education cess is `73.04 Crore (`73.04 Crorein the previous year). The balance amount of `107.01 Crore (`55.25 Crore in the previousyear) is transferred to General Reserves.

1.5.0 A WARDS WON

As in the past your Company has won many awards during the year 2016-17 some of whichare as under: Trombay unit

1st Prize in 11th State Level Energy Conservation Award 2015-16 in Chemical Sectorinstituted by Maharashtra Energy Development Agency (MEDA).

"National Energy Conservation Award

2016"- Certificate of Merit in the Fertilizer Sector from Bureau of EnergyEfficiency.

ICC Award 2015 for Efficient Waste Management.

FAI Award for "Excellence in Bio fertilizer production promotion andmarketing" for the year 2015-16.

‘Performance Excellence Award 2015

(Organization)' from Indian Institute of Industrial Engineering.

"Environmental protection Award in the NPK Fertilizer" for the year 2015-16issued by FAI.

FAI Award for Paper presentation on "Improving reliability and environmentalperformance of Urea Plant at RCF Trombay".

Thal Unit

Green Leaf Award of International Fertiliser Association 2017 to RCF Thal Unit for"Excellence in Safety Health and Environment" at Amman Jordan.

Certificate of merit to HWP RCF Thal for

"Meritorious performance in Industrial Safety during the year 2015" byNational Safety Council-Maharashtra.

ICC (Indian Chemical Council) Certificate of

Merit for excellence in Energy Conservation and Management for the year 2015.

In addition to the above your Company won following Awards:

Product and Sustain Certification for outstanding achievement at your Company's MumbaiOffices Thal and Trombay Units by International Fertilizer Industry Association.

Vigilance Excellence Award for CTE

Tax of inspection in 2016-17 from Vigilance Study Circle Mumbai

1.6.0 OFFER FOR SALE BY THE GOVERNMENT OF INDIA TO THE PUBLIC

Of fer for Sale of 27584405 equity shares of Company representing 5% of the totalshare capital of the Company by the Government of India was made in June 2017 in linewith the directive of SEBI to maintain all time at least 25% of minimum publicshareholding. The offer was opened on 29th June 2017 (for Non-Retail Investors) and on30th June 2017 (for Retails Investors and for Non-Retail Investors who choose to carryforward their bids) through a separate designated window of BSE

Ltd. and The National Stock Exchange of India Limited. The Floor Price for the Offerwas fixed at

` 74.25 per equity share of the Company. An amount of ` 205.15 Crore (excluding net ofstock exchange transaction charges and all applicable taxes and stamp duty) was garneredthrough offer for sale by the Government of India.

Consequent upon sale of 27584405 Equity Shares by Government of India the equityholding of Government of India in your Company stands reduced to 75% of paid up capitalfrom 80%.

2.0.0 OPERATIONAL RESULTS: 2.1.0 Production: 2.1.1 Fertilizers:

Y our Company produced 30.17 lakh MT fertilizers ( 25.52 lakh MT of Urea and 4.65 lakhMT of Suphala 15:15:15 ) during the year as against 31.83 lakh MT of fertilizers (25.46lakh MT of Urea 4.62 lakh MT of Suphala15:15:15 and 1.75 lakh MT of Suphala 20:20:0)produced during the previous year. In terms of nutrients your Company produced 12.44 lakhMT of Nitrogen (N) 0.70

lakh MT of Phosphate (P2O5) and 0.70 lakh MT of

Potassium

(K 2O) during the year as compared to

12.75 lakh MT of Nitrogen (N) 1.04 lakh MT of

Phosphate (P2O5) and 0.69 lakh M T of Potassium

(K 2O) during the previous year.

2.2.0 MARKETING PERFORMANCE 2.2.1 Fertilizer Division:

Y our Company achieved sales volume of 31. lakh MT during 2016-17 as compared to 33.75lakh has been MT during the previous year. Your Company sold 25.63 lakh MT of Urea 4.76lakh MT of Suphala 15:15:15 0.05 lakh MT of Suphala 20:20:0 and 1.43 lakh MT of otherbought out products such as DAP MOP etc. compared to 26.52 lakh MT of Urea 4.36 lakhMT of Suphala 15:15:15 1.86 lakh MT of Suphala 20:20:0 and 1.01 lakh MT of other boughtout products during the previous year. The total sale of manufactured fertilizersduring 2016-17 was 30.44 lakh MT as against 30.88 lakh MT during the previous year.

Sales of manufactured fertilizers registered reduction of 1.42% over previous yearowing to poor agro-climatic conditions and glut of fertilizers in the market.

2.2.2 Industrial Products Division:

Industrial Products Division achieved sales turnover of ` 919 Crore as against ` 1063Crore during the previous year. Owing to depressed sales realizations of IPD products andhigher cost of operations on account of increase in gas prices production of someproducts like Methanol Sodium Nitrate/ Nitrite and Methylamines at Trombay and DMF andFormic Acid at Thal were suspended which had an adverse impact on the profitability ofIPD products.

2.2.3 Exports:

Considering the nature of products manufactured by your Company and indigenous demandthe scope for export is very limited. High cost of production is the main restrainingfactor for venturing in the international market as it renders our products unviablecompared to lower cost of imports of similar products. However your Company has beensuccessful in popularizing our ABC brand in the overseas market through third partyexport. During financial year 2016-17 your Company has done third party export of ABC tothe tune of ` 37.74 lakh as against ` 50.59 lakh during the previous year.

2.3.0 RISK MANAGEMENT

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has framed a Risk Management Policy for riskassessment and minimization procedures. The Risk Management Policy developed with theobjective of having a balanced approach towards business plan and mitigating theassociated risks is in place. The system identifies better management practices to ensuregreater degree of confidence amongst various stakeholders and facilitates good CorporateGovernance practice. All risks associated with Operations Environment FinanceMarketing Human Resource Legal Information Technology Security Projects etc. arecontinuously monitored. The degree of impact of the perceived risks is further graded intohigh medium and low and the probability of the occurrence of each risk is also classifiedon regular basis. In order to mitigate losses arising out of such perceived risksappropriate procedures are being adopted to contain the risks. Also the practices adoptedduring emergencies including the communication system and mode of disseminatinginformation are periodically reviewed and updated to minimize the impact on the Company.Quarterly report in respect of the same is presented to the Board.

2.4.0 MAJOR EXPANSION AND DIVERSIFICATIONS:

Y our Company is planning to undertake projects as under:

Ongoing Projects

2.4.1 Sewage Treatment Plant (STP) at Trombay

W ater supply situation in Mumbai is getting and more difficult day by day. Ensuringwater availability has become critical for the smooth functioning of the Trombay unitgiven the competing demand for water in the city. Recognizing this your Company issetting up another new Sewage Treatment Plant (STP) adjacent to the existing STP with acapacity to treat 22.75 Million Litres per Day (MLD) of Municipal Sewage to produce about15 MLD of treated water. A portion of the treated water will be supplied to M/s BharatPetroleum Corporation Ltd. (BPCL) on mutually agreed terms. Estimated project capitalcost is about ` 209 Crore and work is underway.

2.4.2 Gas Turbine Project at RCF Thal

Y our Company intends to reduce the specific consumption in its Ammonia and Urea Plantsat Thal. Your Company has proposed to install Gas Turbine (GT) of 2 x 32 MW ISO along withHeat Recovery Steam Generator (HRSG) of 2 x 100 MTPH capacity. At present the powerrequirement is met through Steam Turbo Generator (STG) of 30 MW (15x2 MW). The project isbeing executed on LSTK basis. As a part of this project some of the steam turbine drivesare proposed to be replaced with motors. The estimated energy saving is 0.35 Gcal/MT ofUrea and estimated project cost is

` 494 Crore. Project is estimated to be completed by Dec. 2017. Energy saving of 0.30Gcal/MT of Urea will be achieved after Dec 2017 and rest will be achieved in the year2018-19 after installation of new ARC compressor.

2.4.3 New Process Air Compressor at Thal

Installation of one new higher capacity PAC-IV with GT-HRSG for energy saving. Energysaving expected is 0.217 Gcal/MT of Urea. Project is expected to be completed by Sept2019 at an estimated cost of ` 346.25 Crore.

2.4.4 V AM unit for Process Air Compressor at Thal

P AC-I/II suction air chilling for energy saving be implemented. Energy saving isexpected to be 0.009 Gcal/MT of Urea. Project is expected to be completed in 2017-18 atestimated cost of ` 13.77 Crore.

2.4.5 Revamp of CO2 compressor at Thal

Revamping of CO2 compressors and turbines in all the three units is planned withinvestment of ` 138 Crore. Estimated energy saving is 0.11 Gcal/MT of Urea. Total schemeis expected to be completed in 2018-19.

2.4.6 V AM unit for CO2 Compressor at Thal

Installation of VAM for CO2 compressor suction cooling at estimated cost of ` 14 Crore.Expected energy saving is 0.01Gcal/MT of Urea. Scheme shall be completed in 2018-19.

2.4.7 VFD for HP Ammonia Feed pump at Thal

Installation of variable frequency drive on HP Ammonia feed pumps for power saving atestimated cost of ` 8.31 Crore. Saving expected is 0.008 Gcal/ MT of Urea.

2.4.8 T rombay Urea-V Plant Revamp (Casale

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

Reduction in specific energy consumption of Urea.

Plant capacity: 1350 MTPD on sustained basis.

Improving the waste water quality to Boiler Feed Water grade.

The revamp scheme is envisaged to result in energy saving of 0.19 Gcal/MT of Urea.Estimated project capital cost is about ` 137.03 Crore and work is underway.

2.4.9 T rombay Ammonia V Plant Revamp Scheme) Your Company is implementing energyimprovement schemes in Ammonia V plant at a total estimated investment of ` 101.88 Crore.The Basic Engineering is being done by KBR USA and Detail Engineering shall be done byPDIL India. The scheme is envisaged to result in energy saving of 0.36 CGal/MT ofAmmonia.

Projects Under Consideration:

2.4.10 Additional Ammonia Urea project at Thal

Y our Company has planned to expand the of Urea at Thal by setting up one single streamAmmonia plant of capacity 2200 MTPD and one single stream Urea plant of capacity 3850 MTPDat the existing site at approximate cost of

` 5414 Crore. The project is awaiting approval of Cabinet Committee on EconomicAffairs (CCEA) Government of India.

2.4.11 Gas Turbine at Trombay

Y our Company intends to install Gas Turbines of 2 x 32 MW ISO along with Heat RecoverySteam Generator (HRSG) of 2 x 65 MTPH capacity with an aim to reduce the specific energyconsumption in Ammonia and Urea Plants at Trombay. PDIL has been lined-up for preparationof Detailed Feasibility Report Environmental Clearance and Project Management Consultancyservices. The Bidding process for implementing the project on LSTK basis is in progress.Estimated project capital cost is

` 481 Crore.

Joint Venture Projects:

2.4.12 Coal Based Fertilizer Plant at Talcher

Y our Company along with Coal India Limited

GAIL (India) Limited and Fertilizer Corporation of India Limited (FCIL) iscontemplating to Scheme) set up a fertilizer complex comprising of 2200 MTPDAmmonia plant and 3850 MTPD Urea plant at Talcher Odisha based on coal gasificationtechnology. Coal will be made available locally. Land and certain facilities needed forthe project will be provided by FCIL. The project will utilize state-of-the-art CoalGasification Technology. A joint venture company ‘Talcher Fertilizers Limited' hasbeen incorporated for estaiblishing and operating Coal Gasification based fertilizercomplex.

Project capital cost is estimated to be approx.

` 9863 Crore. LSTK tenders is floated for Coal Gasification and that for Ammonia-Ureaplant and offsite Utilities & power plant shall be floated shortly.

The project is of strategic importance for the country as it aims to make breakthroughfor an alternative (KBR source of feedstock in the form of abundantly availablecoal from domestic sources in place of natural gas. It will also help in meeting muchneeded Urea production capacity for the eastern part of the Country.

2.4.13 Iran JV Project

Y our Company along with Gujarat State Fertilizers Corporation (GSFC) is exploring thepossibility of setting up a 1.27 million tonne Urea plant in Chabahar in Iran in JointVenture with Iranian partner. The natural gas based project has an estimated investment ofUSD 1000 Million. capacity 2.4.14 Algeria JV Project

India mostly depends on imports for meeting its requirements of phosphatic fertilizersand raw material for phosphatic fertilizer industry. On the other hand Algeria is blessedwith huge reserves of Rock phosphate in Algeria. Therefore both the countries intend tojoin hands for development of Rock phosphate mines in Algeria. Your Company along withNFL GSFC and NMDC is exploring possibility of:

Development and beneficiation of Rock mines in Algeria; and

Setting up Phosphoric acid/DAP plant with buy back arrangement Estimated ProjectCost is ` 45000 Crore. The project is currently in exploratory stage.

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

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

The proposed project entails setting up an Urea plant with an annual capacity of 8.64Lakh MT. The estimated Project Cost is ` 4930 Crore. The project is currently in theconceptual stage.

2.5.0 SUBSIDIARY AND OTHER JOINT VENTURE COMPANIES

A separate statement containing the salient of financial statements of all the jointventures of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the joint ventures and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Saturdays Sundays and public holidays up to the date of the AnnualGeneral Meeting (AGM) as required under Section 136 of the Companies Act 2013. Any memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Registered Office of your Company. The financial statements including theconsolidated financial statements financial statements of joint ventures and all otherdocuments required to be attached to this report have been uploaded on the website of yourCompany (www. rcfltd.com).

2.5.1 Joint Venture Company

2.5.1.1 F ACT-RCF Building Products Ltd. Kochi

Y our Company has formed a Joint Venture with Fertilizers and Chemicals TravancoreLimited (FACT) by incorporating FACT-RCF Building Products Ltd to set up a Rapidwallproject at Kochi. Both RCF and FACT have 50:50 equity holding in the Company. The plant isin operation. The

Company is building up its customer base and is in the process of stabilising itsoperations by making special effort on marketing of the product. This project has verygood potential and therefore RCF would continue to support it in the coming years.

FRBL's performance has marginally improved during the year and its operations areexpected to improve in future. Being a very novel concept acceptance of FRBL's product inlieu of conventional items is taking time for sales to pick up and for operations tocompletely turn around.

During the year FRBL earned a total income of ` 21 Crore as against ` 20.03 Croreduring the previous year. FRBL reported a Loss after Tax of ` 22.05 Crore during the yearas against ` 20.71 Crore in the previous year.

2.5.1.2 Urvarak Videsh Limited (UVL)

Urvarak Videsh Limited (UVL) was incorporated on 18th July 2008 as Special PurposeVehicle (SPV) with equity participation of Rashtriya Chemicals and Fertilizers Limited(RCF) National Fertilizers Limited (NFL) and Krishak Bharati Cooperative Limited(KRIBHCO) with the object of setting up joint venture in India and abroad formanufacturing mining long term tie ups for features Nitrogenous Phosphatic and PotassicFertilizers and fertilizer raw materials including exploring the possibility of makinginvestments and rendering Consultancy services etc. The company explored manyalternatives to take up various projects but the same did not fructify due to want offunds as UVL business objective requires heavy capital investment. As the company couldnot take up any business the Board of UVL has decided to declare the company as a Dormantcompany for the time being in terms of the provision of section 455 of the Companies Act2013 as keeping the status of the company as active was not serving any purpose. As andwhen proper opportunities arises in future business activities can be started by thecompany by reverting its status as active company.

2.5.1.3 T alcher Fertilizers Limited

Y our Company has formed a Joint Venture company with Coal India Limited (CIL) GasAuthority of India Limited (GAIL) and Fertilizer Corporation of India Limited (FCIL) withthe name Talcher Fertilizers Limited for revival of FCIL's fertilizer unit at Talcher byestablishing and operating coal gasification based fertilizer complex. The equityparticipation of RCF CIL and GAIL is 29.67% each and that of FCIL is 10.99%. The companyis yet to start its operations.

2.5.2 Consolidated Financial Statement

The Consolidated Financial Statement of your Company has been prepared by taking intoconsideration Joint Venture Companies i.e. FACT-RCF Building Products Limited UrvarakVidesh Limited and Talcher Fertilizers Limited (erstwhile Rashtriya Coal Gas FertilizersLimited).

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

SUMMARY OF FINANCIAL PERFORMANCE

` Crore
Particulars 2016-17 2015-16
Total Revenue 7291.15 8326.40
Total Operating Expenses 6807.34 7768.25
Operational Profit 483.81 558.15
Depreciation/Impairment 141.10 147.65
Finance Cost 93.98 145.27
Share /(loss) of Associates/JVs (0.01) (3.57)
Profit/ (Loss) before tax 248.72 261.66
Provision for Tax (including deferred Tax liability/ Asset) 69.47 92.59
Net Profit / (loss) after tax 179.25 169.07

2.6.0 RESEARCH AND DEVELOPMENT

Y our Company has taken up several and Development projects some of which are forcommercial scale design and engineering. They are as under:

2.6.1 Nanotechnology Research: Patent application

The world agriculture is facing problems like climate change soil degradationdesertification high energy cost and depleting natural resources. Despite sizableincrease in the use of chemical fertilizers over the years the gap between the nutrientremoval and replenishment is significantly high in India. In order to address the Nationaland Global needs the application of Nanotechnology in agriculture has great potential.

Research and Development – Bioresearch has ventured into the area of Nanoparticles and its application in agriculture for increasing crop productivity and nutrientuse efficiency.

Application for an Indian patent has been done with title "FertilizerComposition" Publication Number 20/2016 Publication Date 2016/05/13 Publication TypeINA Application Number 201621015019 Application Filing Date 2016/04/29.

The product has a potential to revolutionize the fertilizer and agriculture scenario.

2.6.2 Registration of Phosphogypsum based value added product as "Ca: S: TOC::12:10:2.5 for increasing nutrient use efficiency.

Recent studies have suggested that the world will need to produce 60 to 100% more foodwhen the global population will reach 9 billion by 2050. This requires a radical change inthe way food is produced stored distributed and accessed. Land degradation in the formof depletion of soil fertility erosion and water logging has increased. With a view tomake agriculture sustainable and enhance the nutrient use efficiency an attempt was madeto formulate recipe for blending organic matter and soil conditioner "gypsum"components together and standardise the combinations to maximise the crop yield andnutrient use efficiency. Field trials in-house and in Agriculture Universities wereconducted for evaluating nutrient use efficiency. An increase of 17% in yield and increaseof nutrient use efficiency to the extent 50% were reported. The application of thisproduct has been submitted to Department of Fertilizers for registration under FertilizerControl Order (FCO) 1985.

2.6.3 Theupcomingfertilizerrevolution-Nanoparticles fertilizer based field trial

Nanotechnology has been termed as the "future technology" and has beingapplied in various fields viz. medicine pharmaceuticals food sensors electronics andagriculture. The application of nanotechnology to agriculture is relatively unexploredfield. Nanoparticles (NP) of any element are found to exhibit different characteristicsthan the original bulk material. The reactivity of the Nanoparticles is much higher thanthe basic particles. In view of this known characteristic of NP it was thought toimplement this in the field of fertilizers. The idea was to increase the fertilizer(nutrient) use efficiency thereby decrease the losses of nutrients in environment throughmineralization leaching etc. R&D Centre was successful in bringing an idea toreality. Formulations of Suphala (N:P:K 15:15:15) along with ZnO nanoparticles weredeveloped and in-house trials were carried out. After successful in-house field trialstrial at farmer's field were planned. The trials at farmers field were also conducted andthe application of 25% NPK with Nanoparticles have shown profound effect on the growth andquality of onion crop.

2.6.4 Commercialization of NPK Composite Biofertilizer

Use of biofertilizers is one of the important components of integrated nutrientmanagement as they are cost effective and renewable source of plant nutrients andsupplement the chemical fertilizers for sustainable agriculture. Several microorganismsand their association with crop plants are being exploited in the production ofbiofertilizers. NPK composite Biola - a product that contains Nitrogen-fixing Phosphatesolubilising and Potash-mobilising bacteria. It contains all the beneficial microbialstrains in a single highly effective pack. This product was launched in the state ofMaharashtra. A total quantity of 33 KL was despatched & successfully sold in themarket.

2.6.5 NABL Certificate for R&D laboratory

The R&D-lab has been accredited with National Accreditation Board for LaboratoryTesting and calibration (NABL) certification for micronutrients fertilizer and soil sampleanalysis. This accreditation has great importance with respect to the analysis and isgraded as ISO 17025:2005. The results generated by NABL accreditation Lab are consideredto be the most authentic. R&D has commercialized this facility for the outsidecustomers. Detailed information regarding this facility is also provided on RCF internetwebsite: www.rcfltd.com.

This facility is being utilized by farmers students and compact manufactures fortesting soil compost as well as water.

2.6.6 Commercialization of Micronutrient grade for Vegetable basal for Tamil Nadustate.

Micronutrients are essential for plant growth and play an important role in balancedcrop nutrition. They include Boron (B) Copper (Cu) Iron (Fe) Manganese (Mn) Molybdenum(Mo) and Zinc (Zn). These address the hidden hunger of crops. They are as important toplant as primary and secondary nutrients though plants don't require much of them. The R& D department of your Company has developed micronutrient grade (No.VI) for Vegetablebasal application in solid form for Tamil Nadu State. The product has been commercializedsuccessfully. During the year 2016-17 a quantity of 25 MT was manufactured and marketed.The product contains Zinc-1.68% Boron-2.48% Manganese-1.22% Copper-1% Iron-7.6%Molybdenum-0.14%.

2.6.7 Pr omotional activities for creating about Biofertilizers Micronutrients andWater soluble fertilizers

It is a need of the hour to adopt the Integrated Nutrient Supply (IPNS) system forsustaining crop productivity. Integration of chemical organic and biological sources ofplant nutrients and their efficient management have shown promising results in sustainingproductivity and soil health. With a view to promote the utilization of balanced nutritionand Soil health Management Promotional activities for creating awareness amongst farmerswere carried out in Maharashtra state in Pune district.

The farmers were trained through demonstration in their field with wheat and onioncrop. The utilization of balanced nutrition yielded almost 20% more produce.

2.6.8 Bio-waste Composting

Most urban areas in the country are plagued by acute problems related to solid waste.Solid Waste Management is a part of public health and sanitation. The collection anddisposal of municipal solid waste is one of the pressing problems of city life which hasassumed great importance in the recent past. W ith a view to implement the "Swacch

Abhiyan" an initiative of GoI R&D has initiated efforts for disposal ofwaste through composting. Composting is being carried out through pit method.

3.0.0 ENVIRONMENT MANAGEMENT AND POLLUTION CONTROL

Y our Company is committed to ensuring environment beyond satisfying all stipulatedrequirements laid down by the statutory authorities around its operating units.

Y our Company has established ISO 14001 compliant Environment Management System (EMS)and IFA Protect & Sustain Product Stewardship System of international standard forenvironment protection Safety and product security is at its both the manufacturing unitscovering aspects of products in Agriculture farm and end users. The Systems are constantlyupgraded and regular internal audits and Management Reviews are carried out to ensurecompliance and continuously improve the system. Apart from Stack monitors whichcontinuously monitor the emissions four fixed ambient air quality monitoring stations arein place at both Trombay and Thal to monitor ammonia NOx

SO2 Particulate

matter (PM10 & PM2.5) & metrological parameters. The Effluent Treatment plantsat Trombay and Thal have ensured that the environment in and around the operating unitsare fully protected. Environmental safety of neighbours around operating units are takencare. Various schemes with state of art technologies and modernisation schemes areimplanted to reduce energy consumption and wastages of the scarce natural resources. Thewaste streams from the plants Plant are recycled/ reused for useful purpose.

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

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

RCF Trombay and RCF Thal have taken up a massive plantation drive in factory premisesin residential colony and surrounding areas and together planted 20515 numbers of trees inthe year 2016-17.

For increasing awareness regarding environment and safety public awareness campaignprogrammes are arranged by Trombay and Thal units.

4.0.0 CORPORATE SOCIAL RESPONSIBILITY (CSR) 4.1.0 As part of its initiatives under"Corporate Responsibility" the Company has undertaken several projects in theareas of rural development promoting health care and education aimed for the benefit ofneedy and for general good of the society. These projects are in accordance with ScheduleVII of the Companies Act 2013 and the Company's CSR policy. The report on CSR activitiesas required under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure–I and forms an integral part of this report. During theyear the company has spent

` 8.62 Crore on CSR activities. The activities in brief are as under:

4.1.1 Education: 4.1.1.1 Schools:

Y our Company supports schools at its which impart education in Marathi Hindi andEnglish mediums to students from Nursery to 10th Standard. Your Company undertakes theupkeep maintenance and bears the deficit expenditure incurred by the schools located inCompany's residential colonies which are run by reputed Educational Institutions.

4.1.1.2 Scholarship to meritorious students:

Y our Company offers a number of students of SC/ ST/ OBC communities for pursuinghigher studies. Company's scholarship project for sending every year 10 students to 6thStandard in Shivaji Military School in Pune and supporting the earlier batches in theirmarch to higher standards thereafter has received goodwill from all.

4.1.1.3 Supply of Mid-Day Meal:

Y our Company is funding Mid-Day Meal for providing nutritious food to childrenstudying in twenty five unaided schools providing education to poor children in andaround Trombay area. The scheme is operated through an NGO ‘ISKCON

Food Relief Foundation' which supplies good and healthy meal to the children on behalfof RCF. In all 9076 students are availing the benefit of this nutritious mid-day meal.

4.1.1.4 Pr ogramme for underprivileged Children

Y our Company has adopted the "Khel Khel programme of Wockhardt Foundation forunder privileged children of age group between 5 to 12 years by setting up six centres ofedu-recreation with parallel learning in slums of Vashi Naka area near Trombay unit.

4.1.1.5 RCF SUPER-30 programme

Y our Company in association with Centre

Social Responsibility and Leadership (CSRL) Social has established a unit ofAbhayanand Super 30 in Mumbai where about 30 underprivileged talented students ofMaharashtra state are provided free residential coaching for 11 months to enable them toget admission in IIT/NIT and other premier engineering colleges. This year 24 students outof these were successful in the JEE mains examination.

4.1.1.6 Distribution of Navneet Guide

Your Company has distributed 1350 sets of 10 th Standard Navneet Guides in the schoolsnear Trombay and Thal Units.

4.1.1.7 Farmers' Education:

Company has two Farmers Training Institutes located at Thal and Nagpur. During theyear 8884 farmers attended & benefited from the training programmes units conductedat these two Farmers Training Centres. During the programmes training was imparted tofarmers to upgrade their farm practices reduce their overheads and increase their wealth.Special programmes designed for women farmers and the scheduled caste & scheduledtribes are also organized on a regular basis so that they can join the bandwagon of thecountry's agricultural renaissance.

Your Company's efforts in rendering advisory services to farmers by conducting soildiagnostics to to optimize soil productivity are well appreciated.

Based on the analysis farmers are advised on soil fertility management throughrational use of manure fertilizers and other inputs to make agriculture more productiveand sustainable. During the year more than 137042 soil samples were analysed throughthe twelve static and six mobile soil testing laboratories and recommendations were given.

Scheme4.1.2 Supply of drinking water to the villages:

Y our Company has been providing drinking for last 22 years to seven villages aroundThal unit through pipelines laid down from the water reservoir in the unit and spent about` 105.43 lakh on this account during the year. More than 15700 residents of the villagesgot benefited of the scheme.

4.1.3 Community Medical Facility 4.1.3.1 Running of Mobile Medical Van

Y our Company in collaboration with

Foundation is operating the mobile medical vans at Thal Alibagh and Chembur Mumbai.Total five such medical vans (three at Chembur and two at Thal) were running during2016-17. At Thal on an average seven villages are covered in weekly cycles by a Mobilevan and patients are benefitted from free medical services including supply of medicines.Through this facility ailments like Malaria Hepatitis Dengue Typhoid Diabetes etc.are treated on regular basis. The Medical Van is accompanied with one MBBS doctor and oneassistant. It is equipped with GPS system which enables RCF to track it on real timebasis. One medical van attends to approximately 25000 patients per annum.

4.1.3.2 Distribution of sanitary napkins (Moksha)

Y our Company has engaged Wockhardt for extending medical services for enhancement offemale hygiene by free distribution of sanitary napkins (Moksha) through Mobile MedicalVans. Under this scheme during the year about 70000 sanitary napkins were distributed.The efforts in rendering novel services to women staying in slums are well appreciated.

4.1.4 Chembur Green Project

Y our Company continued to support the

Green project launched to establish greenery in the eastern suburb of Mumbai byjoining hands with Chembur Citizens' Forum an NGO to develop beautify and maintain N GAcharya Garden (Diamond Garden) at Chembur for a period of 6 years. Your Companycontinued distribution of free saplings and rendering advice to various co-op. societiesand also to individuals.

4.1.5 Contribution to "Jalyukta Shivar"

Y our Company has provided part assistance for construction of cement concrete Bandharaat Kamthe Koregaon Dist. Satara.

4.1.6 Rural Sports

Y our Company has supplied sports organised sports for tribals of Thal Villages.

4.1.7 Livelihood enhancement projects

Y our Company has also supplied paddy saplings and free fertilizers to nearby needyvillagers.

4.1.8 Y our Company is maintaining Bio-toilets at gate No.2 of Trombay factory forTruck Drivers and cleaners through Wockhardt Foundation. In association with WorldConfederation of Warriers and Heal Foundation Free Medical Check Up and Eye Check upcamps have been organized in the schools where RCF is providing Mid Day Meal.

4.1.9 Repair of Roads

As an infrastructure development initiative repair of roads in and around Thal factoryarea is being done by your Company on year to year basis.

5.0.0 MICRO SMALL AND MEDIUM ENTERPRISES

Government of India Ministry of Micro Small and Medium Enterprises vide order dated23rd March 2012 notified the public procurement policy in respect of procurement ofgoods and services produced and provided by Micro Small and Medium Enterprises. As perthis directive every Central Ministry or Department or Public Sector Undertaking shallset an annual goal of procurement from Micro Small and Medium Enterprises from theFinancial Year 2012-13 and onwards with the objective of achieving an overall procurementof products produced and services rendered by Micro Small and Medium Enterprises to theextent of minimum of 20% of total annual purchases. All efforts are being made to procureitems specified for procurement from MSMEs. Necessary provision has been made in all thetenders stating the eligibility of MSMEs to participate in the tender. Your Company hasachieved the set target under specific areas.

6.0.0 SUSTAINABLE DEVELOPMENT

Chembur

6.1 Y our Company has taken up several Sustainable development activities including thefollowing:

6.1.1 New Sewage Treatment plant

RCF is running Sewage Treatment Plant (STP) at Trombay Unit. The existing plant isbased on conventional Activated Sludge Process followed by Reverse Osmosis (RO). The planttreats around 22.75 Million Litres per Day (MLD) of sewage received from MCGM whichotherwise would have financial been drained in to the sea after required treatment. Theplant generates about 15 MLD of treated water which is being used in our plants as processwater. Existing STP meets about 60% of process requirement of our Trombay Unit. and

Y our Company and M/s. Bharat Petroleum Corporation Limited (BPCL) are setting up anew Sewage Treatment Plant (STP) at RCF Trombay at an approximate cost of ` 209 Crore.New Sewage fruit Treatment Plant will be based on latest Membrane Bio-Reactor (MBR)Technology with design capacity to treat 22.75 Million Litres per Day (MLD) of MunicipalSewage to produce about 15 MLD of treated water. The treated water shall be shared by RCFand BPCL. The project is being set up with active support from Municipal Corporation ofGreater Mumbai (MCGM). This project is a Sustainability Development Project as it willtreat waste sewage generated in the city and convert it into treated water.

The said project when it goes on-stream will generate 15 MLD of treated water for usagein plant operation in RCF and BPCL thereby saving fresh water intake to that extent whichwill benefit about 30000 families in the city of Mumbai. Being sustainable developmentproject this project from your Company will be of great value to residents of Mumbai andSociety at large besides improving reliability of operations of RCF.

6.1.2 Solar Power Plant

In its bid towards India's vision of ecologically sustainable growth your Company hasalready forayed into solar power generation. Y our Company has set up a 2 MWp ground

Photovoltaic Solar power plant within the factory premises in Trombay Unit in January2016. During the year 2016-17 the plant has generated 2922.36 MWh of solar power. Thepower generated is used for captive consumption of the Trombay unit thereby reducing yourCompany's power import to the equivalent extent.

Y our Company has also installed 6 rooftop power generation facilities with anaggregate capacity of 84 KWp a top at its offices of Trombay Thal and marketing offices.The totally green power generated by solar plant replaces the conventional power generatedthrough burning of fossil fuels leading to reduction in overall Greenhouse gas emissionsof the surroundings.

In addition to above your Company has commissioned solar rooftop facilities atop fivelocations at Thal and one at Trombay with an aggregate capacity of 1.29 MWp. Your Companyis targeting to take up many more Sustainable Development activities in the near future.

6.2 ANNUAL SUSTAINABILITY REPORT

Company has published during the year its Sustainability Report for the year 2015-16based on Global Reporting Initiative (GRI) guidelines and National Voluntary Guidelines(NVG) on ‘Social Environmental and Economic Responsibilities of Business' issued bythe Ministry of Corporate Affairs Govt. of India.

The report provides Company's economicenvironmentalandsocialperformance.Sustainability reporting is about organization'sprogress vis--vis performance goals not only for economic achievements but forenvironmental protection and social well-being. The Sustainability report for the year2015-16 is available at http://www.rcfltd.com/index.php/en/social-responsibility/sustainability-reports/2559-sustainability-report-for-2015-16.

7.0.0 VIGILANCE

V igilance Department is headed by Shri D.

Tewatia IFS CVO NFL who holds the additional charge of Chief Vigilance Officer(CVO) of your Company. CVO is assisted by a team of Officers drawn from various functionaldepartments and placed at Corporate Office in Mumbai and also at Thal. The activities ofVigilance department cover Corporate Office Trombay Unit Thal Unit and all the Marketingoffices situated across the country. In line with the CVC guidelines the thrust of theachieving Vigilance in your Company is to bring greater transparency fairness andefficiency in award of works and their execution. mounted Ef forts are made constantly tokeep watch on activities through regular inspections and surprise checks. Systemimprovements and corrective actions are suggested wherever necessary. The theme that"All officers are Vigilance Officers" is implemented in your Company and supportof all officers is taken in the implementation of Vigilance guideline Vigilance Departmenthas focused on spreading solar awareness on rules/regulations procedures and solicitedinformation/complaints from all regarding malpractices/corruption. The VigilanceDepartment has a complaint handling system and an online portal for lodging complaints isavailable. Efforts are made to ensure speedy redressal of grievances.

During the year Vigilance Department has actively contributed towards e-governance byleveraging technology in all operations in your Company in making the tender documentsmore transparent enhancing the transparency in existing system of dealing with theDealers/Vendors and increasing the accrued savings to the Company by implementinge-procurement thereby also ensuring transparency in all procurements. Vigilance Departmenthas also ushered in an era of e-Vigilance clearance for issuance of NOC for variouspurposes to the employees.

V igilance Department conducted the Vigilance Awareness Week from 31st October to 5thNovember 2016 as per CVC Guidelines and involved school and college students from MumbaiThal Pune Ahemdnagar and Nagpur which helped in spreading the Vigilance Awareness.

8.0.0 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under regulations 34(2)(e) ofSEBI (LODR) Regulations 2015 highlighting the industry structure and developmentsopportunities and threats future outlook risk and concerns etc. is annexed as AnnexureII and forms an integral part of this report.

9.0.0 PUBLIC DEPOSIT

Y our Company has not accepted any within the meaning of section 73 of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

10.0.0 OFFICIAL LANGUAGE POLICY

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

11.0.0 AUDITORS

11.1.1 ST ATUTORY AUDITOR

The Comptroller and Auditor General of India (CAG) has appointed M/s. Kalyaniwalla& Mistry LLP (Firm Registration Number 104607W) and M/s. Chhajed & Doshi (FirmRegistration Number 101794W) as Joint Statutory Auditors of your Company for the FinancialYear 2016-17. The Auditors would be retiring at the conclusion of the Thirty Ninth AnnualGeneral Meeting.

There is no Audit qualification for the year under review.

The Statutory Auditors for the Financial Year 2017-18 will be appointed by the CAG.However their remuneration is required to be fixed at the AGM by the members.

11.1.2 COST AUDITOR

Y our Directors on the recommendation

Committee has appointed M/s. K. G. Goyal & Associates Jaipur Cost Accountants asCost Auditors to audit the cost accounts of the Company for the year 2017-18 on aremuneration of ` 2 lakh excluding applicable taxes. As required under the Companies Act2013 the remuneration payable to cost Auditor is required to be placed before the membersin a general meeting for their ratification. Accordingly a resolution seeking Members'approval for the remuneration payable to M/s. K. G. Goyal & Associates as CostAuditors forms part of the notice convening the Annual General Meeting for theirratification.

11.1.3 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Bhandari and Associates a firm of Company Secretaries in Practice (C.P.No. 366) to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed as Annexure III and forms an integral part of this Report. depositsEXPLANATION OR COMMENTS BY THE BOARD ON SECRETARIAL AUDIT REPORT

M/s. Bhandari and Associates Practising Company Secretaries Secretarial Auditor ofthe Company has made certain observations in their Secretarial Audit implement Report.Since the comments made by Secretarial Auditor are in the nature of factual statementCompany does not have any comments to offer on the same.

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

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

13.0.0 DIRECTORS' RESPONSIBILITY STATEMENT

T o the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of section 134(3)(c) of the Companies Act 2013: i] that in the preparation of the annual accounts for theyear ended March 31 2017 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any; Audit ii] the Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profit of the Company for theyear ended on that date; iii] that the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities; iv] the annualaccounts have been prepared on a going concern basis; thatv] the Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and vi] that the Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

14.0.0 CORPORATE GOVERNANCE

14.1.0 As per SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate section on Corporate Governance practices followed by the Companytogether with a certificate of Compliance from the Practising Company Secretary forms anintegral part of this report.

14.2.0 COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES ISSUED BY DEPARTMENT OF PUBLICENTERPRISES

Government of India Department of Public Enterprises (DPE) has laid down certainparameters for the purpose of grading the Central Public Sector Enterprises on the basisof their compliance with guidelines on Corporate Governance and this report needs to besubmitted to the Government on quarterly/annual basis. Your Company has been complyingwith the Guidelines on Corporate Governance for Central Public Sector Enterprises laiddown by DPE and regularly submits reports to the Government.

15.0.0 INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

Y our Company's internal financial control financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. Your Company's internal financial control over financialreporting includes those policies and procedures that: pertains to the maintenance ofrecords that(1) in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations ofManagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

16.0.0 DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri R. G. Rajan (DIN 01253189) ceased to be Chairman and Managing Director of theCompany w.e.f. 15th June 2016.

Shri Ashok B. Ghasghase (DIN 06378677) Director (Marketing) ceases to be Director onthe Board on his superannuation w.e.f. 1st July 2016.

Shri Manoj Mishra (DIN 06408953) was appointed as Chairman and Managing Director of theCompany w.e.f. 15th June 2016 and he has ceased to be Chairman and Managing Directorw.e.f. 14th March 2017.

Prof. Damodar Acharya (DIN 06817842) Independent Director ceased to be Director of theCompany w.e.f. 30th January 2017.

Shri Harin Pathak (DIN 07552994) Shri Bharatkumar Barot (DIN 07552993) and Shri G. M.Inamdar (DIN 07552999) have been appointed as Independent Directors of the Company w.e.f.8th July 2016.

Ms. Alka Tiwari (DIN 03502306) has been appointed as Government Nominee Director inplace of Shri Dharam Pal (DIN 02354549) w.e.f. 6th March 2017.

Shri Suryanarayana Simhadri (DIN 01951750) has been appointed as Independent Directorw.e.f. 8th March 2017. over Shri C. M. T. Britto (DIN 02449069) Director (Technical) hasbeen entrusted with additional Charge of Chairman and Managing Director of the Companyw.e.f. 14th March 2017 till 13th June 2017. Shri Britto Director (Technical) ceased tobe Director on the Board on his super annuation w.e.f. 1st July 2017.

Shri Suresh Warior (DIN 06920261) has been entrusted with additional charge of Chairmanand Managing Director w.e.f. 14th June 2017.

The Board has placed on record their appreciation of the Directors who have ceased tobe members of the Board for the valuable contribution made and the guidance/suggestionprovided by them which has greatly benefited the Company.

As per Section 152 of the Companies Act Shri Sushil Kumar Lohani (DIN 06912948) andShri Suresh Warior (DIN 06920261) Directors retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for reappointment.

DECLARATION OF INDEPENDENCE

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

17.0.0 COMMITTEES OF THE BOARD

The Company's Board has the following committees: i. Audit Committee ii. StakeholdersRelationship Committee iii. Share Transfer Committee iv Nomination and RemunerationCommittee . v Committee. on Corporate Social

Responsibility (CSR) vi. Empowered Committee for Procurement. The details of thecommittees along with their composition number of meetings held and attendance of eachDirector at the meetings are provided in the Corporate Governance Report.

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

As per notification dated 5th June 2015 issued by Ministry of Corporate Affairsprovision of section 134(3) (e) of the Companies Act 2013 regarding disclosure of itspolicy on Director's appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matter providedunder sub- section (3) of section 178 are not applicable to a Government company.

Y our Company being a Government above provisions are not applicable to it. Similarlysection 197 of the Companies Act 2013 requiring disclosure of ratio of the remunerationof each Director to the median employee's remuneration and other such details includingthe name and other particulars of every employee of the Company who if employedthroughout/part of the financial year was in receipt of remuneration in excess of thelimits set out in the rules are not provided in terms of section 197(12) read with rule5(1)(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 being not applicable to a Governmentcompany as per notification dated 5th June 2015 issued by Ministry of Corporate Affairs.

19.0.0 MEETINGS OF THE BOARD

T en (10) Board Meetings were held during the

The details of the Board Meetings held during the financial year 2016-17 are providedin the Corporate Governance Report.

20.0.0 BOARD EVALUATION

Section 134(3) (p) of the Companies Act 2013 requires the Company to disclose themanner in which formal annual evaluation has been made by the Board of its own performanceand that of its committees and individual Directors. As per notification dated 5th June2015 issued by Ministry of Corporate Affairs provision of section 134(3) (p) of theCompanies Act shall not apply in case Directors are evaluated by the Ministry which isadministratively in charge of the Company as per its own evaluation methodology. YourCompany being a Government company the performance evaluation is carried out by theAdministrative Ministry (Ministry of Chemicals & Fertilizers) Government of India asper applicable Government Guidelines.

21.0.0 P ARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

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

22.0.0 VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

23.0.0 RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. There are no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

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

The details of the investment in equity made by the Company as on 31st March 2017 isas under:

` Crore
1 FACT-RCF Building Products Limited 32.87 *
2 Urvarak Videsh Limited 0.18 *
3 Talchar Fertilizers Limited 0.02
Total 33.07

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

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

24.0.0 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

During the year no complaint of Sexual Harassment was received by the internalcomplaint committee formed by your Company under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

25.0.0 ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed to this Report as "AnnexureIV".

26.0 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 asrequired under section 92 of the Companies Act 2013 is annexed as Annexure V andform an integral part of this report.

27.0.0 BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 342(f) of Listing Regulations the Business ResponsibilityReport initiatives taken from an environmental social and governance prospective in theprescribed format is available as a separate section of the Annual Report and forms anintegral part of this report. Business Responsibility Report is also available on theCompany's website www.rcfltd.com.

28.0.0 ACKNOWLEDGMENT

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

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

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

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

By order of the Board of Directors

[Suresh Warior] Chairman and Managing Director

Place: Mumbai

Date : 11th August 2017.