Your Directors have pleasure in presenting the Fifteenth Annual Reportof the Company for the year ended March 31 2020.
1. Financial Results:
|Particulars ||2019 - 2020 ||2018- 2019 |
|Profit before interest Depreciation and Tax ||10588.75 ||10288.81 |
|Less : Interest ||1016.48 ||1576.35 |
|Depreciation ||5027.37 ||4491.86 |
|Profit before Tax ||4544.90 ||4220.60 |
|Provision for Taxation & Deferred Income Tax ||753.70 ||2178.03 |
|Profit after Tax ||3791.20 ||2042.57 |
|Add: Balance brought forward from previous year ||20544.02 ||18893.98 |
|Other adjustments ||516.58 ||392.52 |
|Balance carried forward to next year ||23818.64 ||20544.02 |
During the year the Company achieved turnover of Rs. 689.10 Crores againstprevious year turnover of Rs.702.14 crores. The profit before tax stood at Rs.45.45Crores as against Rs.42.20 crores for the previous year.
3. COVID : During lock down period the operations of the companywere slightly impacted due to non-availability of few raw materials non movement of somefinished products. There is no impact on capital and financial resources of the companyand insignificant impact on profitability of the company.
4. Division / Segment Wise Operations
(a) The net sales of Calcium Hypo Chloride during financial year2019-20 is Rs.291.28 crores as against 257.71 crores in previous year representing anincrease of 13.03%.
(b) The net sales of Stable Bleaching Powder during financial year2019-20 is Rs. 83.58 crores as against 95.57 crores in previous year representing adecrease of 12.54%.
(c) The net sales of Sodium Methoxide during financial year 2019-20 is35.04 crores as against Rs. 32.82 crores in previous year representing an increase of6.77%. And the net sales of Sodium Hydride during financial year 2019-20 is 8.50 crores asagainst Rs. 15.77 crores during previous financial year representing a decrease of 46.09%.
(d) The trading activity in coal had fetched an amount of Rs. 97.07crores as against Rs. 101.22 crores during previous year.
(e) The net sales of Sulphuric acid during financial year 2019-20 is129.36 crores as against Rs. 144.72 crores during previous financial year representing adecrease of 10.61%.
(f) Total power generated sold through Thermal Wind and Solar duringthe year under review is Rs. 4852.40 lakhs.
Your Directors have recommended a final dividend of Rs.2.50/- perequity share of face value Rs.10/- each /- (i.e.25% on paid up share capital) for thefinancial year ended 31st March2020 . The dividend payment is subject toapproval of members at the ensuing Annual General Meeting. The total cash outflow onaccount of dividend on equity shares for the financial year 2019-20 would aggregate Rs.42912053/-. The dividend will be paid to members whose names appear in the Register ofMembers as on the book closure date. The dividend payment date is 21stDecember2020
5. Investor Education and Protection Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority ( Accounting Audit Transfer and Refund Rules) 2016 (theRules') all unpaid and unclaimed dividends are required to be transferred by the Companyto the IEPF established by the Government of India after the completion of seven years.Further according to the Rules the shares on which dividend has not been paid or claimedby the shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF authority. Accordingly the Company has transferred unclaimed orunpaid dividend amounting to Rs. 1949114/- on 08.06.2018 relating to dividend declaredin the year 2010-11. Further 29896 corresponding shares were transferred as per therequirements of the IEPF Rules. The details are made available on Company websitewww.tgvgroup.com.
The shareholders can claim back their shares /dividend amounttransferred to IEPF by filing Form IEPF-5 and other related documents.
The following table provides list of years for which unclaimeddividends and their corresponding shares would become eligible to be transferred to theIEPF on the dates mentioned below:
|Financial Year ||Dividend Declared (%) ||Date of declaration of dividend ||Last date for claiming unpaid dividend ||Unclaimed Dividend Amount* (Rs.) ||Due date for transfer to the IEPF Account |
|2014-15 ||15% ||30.09.2015 ||06.11.2022 ||2710035.72 ||07.11.2022 |
|2015-16 ||15% ||28.09.2016 ||04.11.2023 ||2773688.61 ||05.11.2023 |
|2016-17 ||15% ||27.09.2017 ||03.11.2024 ||2724819.40 ||04.11.2024 |
|2017-18 ||20% ||28.09.2018 ||04.11.2025 ||3646967.11 ||05.11.2025 |
|2018-19 ||20% ||30.09.2019 ||06.11.2026 ||3460805.55 ||07.11.2026 |
* Amount unclaimed as on August 31 2020.
6. Board Meetings:
During the year seven (7) Board Meetings and four (4) Audit CommitteeMeetings were held and the details of which are mentioned in Corporate Governance Report.
7. Transfer to Reserves:
Your Company did not transfer any sum to the General Reserve for thefinancial year under review.
8. Subsidiaries Joint Ventues and Associate Companies :
As on March 31 2020 your Company has one Wholly owned subsidiaryCompany M/s TGV Sodium & Electrolite Private Limited one Associate Company M/s TGVSRAAC Limited and no joint ventures. As required under sEbI(LODR) Regulations 2015 andSection 129 of the Companies Act2013 read with Rule 5 of the Companies (Accounts) Rules2014 the consolidated financial statements of your Company and its Subsidiary Company areprovided in the Annual Report. The Consolidated financial statements have been prepared inaccordance with Ind AS 27. The Consolidated financial statements have been prepared on thebasis of audited financial statements of its subsidiary Company as approved by its Boardof Directors.The Consolidated financial statement shows the financial resources assetsliabilities income profit and other details of your Company and its subsidiary afterelimination of inter -company transactions. In case of Associate Company M/s TGV SRAACLIMITED it had been concluded that it is not exercising significant influence although itholds more than 20% of share capital. Hence Company ceased to account the investment inTGV SRAAC Limited as per equity method in Ind As-28 investment in associates and JointVentures with effect from 01.04.2016. As on the date of this report the holding is reducedbelow 20% of the share capital due to corporate action by the investee Company. A Separatestatement is annexed explaining salient features of the financial statements of thesubsidiary and associate in AOC-1 ((Annexure-A) and the details of such entities ofthe Company formed/acquired /Ceased during the year are provided in (Annexure-A -1) tothis report.
All assets of the Company and other potential risks have beenadequately insured.
10. Fixed Deposits:
The Company has not accepted any public deposits under Section 73 ofCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.
11. Listing of Shares:
The Equity shares of your Company are listed on BSE Ltd. and NationalStock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of theseStock Exchanges for the financial year 2020-21.
12. Safety and Environment Protection:
(1) To ensure safety at work place fire fighting system isstrengthened.
(2) In Unit-IV Pharma Plant Fire Hydrant System has been modified toSrpinklers system in Raw Material and Product Storage Area.
(3) Inside Cal Hypo Product Storage Godowns Fire Hydrant System withSprinklers has been arranged.
13. Industrial Relations:
Your Company's Industrial Relations continue to be harmonious andcordial.
14. Directors and Key Managerial Personnel:
Sri. H. Gurunath Reddy Director is retiring by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment. Sri. PRamachandra Gowd Independent Director is reappointing for second term for a period of 5years.
The brief particulars of the Directors seeking appointment /re-appointment at this Annual General Meeting are being annexed.
15. Evaluation of board performance:
Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of SEBI(LODR)Regulations 2015 the Board has carried out performance evaluationtaking into consideration of various aspects of the Board's functioning composition ofBoard and its Committees execution and performance of specific duties obligations andgovernance. The Performance of evaluation of Independent Directors was completed. ThePerformance evaluation of Chairman and the Non-Independent Directors was carried out bythe Independent Directors. The Board of Directors expressed their satisfaction withevaluation process.
16. Company's policy on directors' appointment andremuneration:
The Nomination and Remuneration Committee had been constituted by theBoard which ensures the selection .appointment of persons having wide exposure in theirrespective fields and remuneration to Directors. Key Managerial Personnel and SeniorManagement of the Company. The Board on the recommendation of the Nomination &Remuneration Committee takes necessary steps and decisions.
17. Statement of declaration given by independent directors undersection 149(6) :
During the year under review the company has received the necessarydeclarations from each Independent Director in accordance with Section 149(7) of theCompanies Act. 2013 that he/she meets the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act. 2013 and Regulation 16(1)(b) of theSecurities Exchange Board of India(Listing Obligations & Disclosure Requirements )Regulations. 2015.
18. Particulars of loans guarantees or investments under section 186:
The Company had not given any loans. guarantees during the year2019-20. The investment to the extent of Rs.1.00.000 made in wholly owned subsidiaryCompany during the year 2019-20.
19. Particulars of contracts or arrangements with related parties:
All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business. There are materialsignificant related party transactions made by the Company . All Related PartyTransactions are placed before the Audit Committee as also the Board for approval. whereever required. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseeable and repetitive nature. A statement giving detailsof all related party transactions entered into pursuant to the omnibus approval so grantedare placed before the Audit Committee and the Board of Directors . The Company hadformulated a policy on dealing with related party transactions which has been uploaded onthe Company's website :www.tgvgroup.com . Form AOC- 2 is annexed to this report (Annexure-B).
20. Risk management policy:
A special team with senior executives had been formed to assist theBoard (a) Overseeing and approving the Company's enterprise risk management framework and(b) Overseeing that all the risks that the organization faces such as strategic.financial. credit . market. liquidity. security. property. IT. legal and other risks andthere is an adequate risk management infrastructure. The Company manages. monitors andreports on the principal risks and uncertainties that can impact its ability to achieveits strategic objectives.
21. Vigil Mechanism / Whistle Blower Policy:
The company has adopted a vigil mechanism policy in order to ensurethat the activities of the Company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism. honesty. integrityand ethical behavior.
22. Extract of Annual Return :
Pursuant to the provisions of Section 134(3)(a) of the CompaniesAct2013 the extract of the Annual Return in Form MGT-9 is attached as (Annexure- C). Thesame is available on the web link : https://www.tgvgroup.com/ investors/annual reports.The Annual Return will be uploaded on the Website of the Company once it is filed with theMCA.
23. Particulars of Energy conservation Technology Absorption andForeign Exchange earnings and outgo:
Information as per Section 134 (3) of the Companies Act 2013 read withthe Companies (Disclosure of particulars in the Report of the Board of Directors) Rules1988 are forming part of the Directors' Report for the year ended 31st March2020 is annexed to this Report (Annexure -D).
24. Corporate Governance:
A report on Corporate Governance along with a Certificate forcompliance with the conditions of Corporate governance in accordance with SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 issued by Practicing Company Secretary forms part of this Annual Report (Annexure-E) .
25. Management Discussion and Analysis Report :
Further to comply with regulation 34(2) read with Schedule V ofSEBI(LODR) Regulations 2015 Management Discussion and Analysis' has been annexedto this report (Annexure -F ).
26. Corporate Social Responsibility :
In compliance with the guidelines prescribed under Section 135 ofCompanies Act 2013 your Company has constituted a CSR Committee which monitors theimplementation of C.S.R. activities. During the year there is no change in theconstitution of the CSR Committee. The members of the committee are Sri A Kailashnath asChairman and Smt.D S Sai Leela Sri P Ramachandra Gowd as members. Appropriate steps aretaken by the company to integrate CSR activities for the development of areas surroundingthe Company in particular and other areas in general. During the financial year 2019-20the company had to spent Rs.6248818. Against this the Company had spent Rs.9573656.Details of C.S.R. activities are annexed to this report (Annexure - G).
27. Cost Auditors:
As per section 148 of the Companies Act 2013 read with the Companies(Cost Records and Audits) Rules2014 as amended the Board of Directors of your Company onrecommendation of the Audit Committee appointed M/s. Kapardhi & Associates CostAccountants as the Cost Auditors to carry out the cost audit of products of the Company.The remuneration of cost auditors has been approved by the Board of Directors on therecommendation of Audit Committee and the requisite resolution for ratification ofremuneration of cost auditors by the members has been set out in the notice of 15thAnnual General Meeting of your Company.
The cost audit report for the financial year ended March 312019 issuedby M/s. Kapardhi & Associates Cost auditors in respect of various products prescribedunder Cost Audit Rules does not contain any qualification reservation and the same wasfiled with Ministry of Corporate Affairs. The cost audit report for the financial yearended March 31 2020 is being submitted shortly.
28. Statutory Auditors:
The members at the 12th Annual General Meeting held onSeptember 27 2017 appointed M/s T.Adinarayana & Co. Chartered Accountants (FirmRegistration No.000041S) as the Statutory Auditors of the company to hold office for aterm of five years from the conclusion of 12th Annual General Meeting until theconclusion of the Annual General Meeting of the Company for the financial year 2021-22 onsuch remuneration as may be determined by the Board of Directors.
The members may note that the Ministry of Corporate Affairs vide itsnotification dated May 7 2018 has done away with the requirement of yearly ratificationof appointment of Statutory Auditors.
Pursuant to Section 139 of the Companies Act 2013 the StatutoryAuditors M/s T.Adinarayana & Co. Chartered Accountants have confirmed that they areeligible to continue as auditors.
There are no qualifications reservation or adverse remark ordisclaimer made in the audit report for the financial year 2019-20.
29. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had re-appointed M/s. Geetha Serwani & Associates Practicing CompanySecretary Hyderabad to undertake the Secretarial Audit of the Company for the FinancialYear 2019-20. The Report of the Secretarial Audit Report is annexed to this report (Annexure-H ). The report does not contain any qualification reservation or any adverseremark.
30. Disclosure as per Sexual Harrassment of Women at workplace(Prevention Prohibition and Redressal) Act 2013.
The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under. y
a. No. of complaints filed during the financial year - Nil
b. No. of complaints disposed during the financial year - NotApplicable
c. No. of complaints pending as on end of the financial year - Nil
31. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134 (5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed:
(i) that the preparation of the accounts for the financial year endedMarch 312020 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;
(ii) that the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) that the Directors had prepared the accounts for the financialyear ended March 31 2020 on a going concern' basis.
(v) that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
(vi) that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
32. Material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
There are no material changes which affects the financial position ofthe Company according to the date of financial year and the date of its report .
33. Particulars of Employees:
Except Sri T G Bharath Chairman & Managing Director no employeeof the Company is drawing remuneration as prescribed under Section 197 of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014.
34. Particulars of Remuneration:
Disclosures with respect to the remuneration of Directors and employeesas required under Section 197(12) of Companies Act2013 and Rule 5(1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.:
(i) The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:
|Name of the Director ||Ratio to Median Remuneration |
|Sri.T.G.Bharath CMD ||72.79% |
|A.Kailashnath Director ||0.19% |
|Sri.H.Gurunath Reddy Director ||0.11% |
|Smt.D. S. Sai Leela Director ||0.19% |
|Sri.P.Ramachandra Gowd Director ||0.19% |
|Sri.Krishnamoorthy Chandraiah Naik Director ||0.11% |
(ii) The percentage increase in remuneration of each Director Chieffinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year:
|Sri.T.G.Bharath Managing Director * ||- |
|Smt.V Surekha Company Secretary ||3.10% |
|Sri.Ifthekhar Ahmed Chief Financial Officer ||2.86% |
*Appointed as Chairman & Managing Director on May 30 2019 anddrawn remuneration for 10 months only.
(iii) The percentage increase in the median remuneration of employeesin the financial year - 2.59%
(iv) The number of permanent employees on the rolls of Company - 430
(v) Average percentile increase already made in the salaries ofemployees other than managerial personnel in the last financial year and its comparisonwith the percentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerialremuneration :
The average increase in salaries of employees other than managerialpersonnel in 2019-20 was 2.59% . Percentage increase in the managerial remuneration forthe year cannot be compared as remuneration for a period of 10 months received duringfinancial year 2019-20.
(vi) Affirmation that the remuneration is as per the remunerationpolicy of the Company : YES
Your Directors would like to express their grateful appreciation forthe assistance and co-operation received from Customers Banks Suppliers ShareholdersGovernment departments and other statutory authorities and others associated with theCompany. Your directors also wish to place on record their appreciation for thecontributions made by employees at all levels during the year under review.
The Directors regret the loss of lives due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.