Sree Rayalaseema Hi-Strength Hypo Ltd.
|BSE: 532842||Sector: Industrials|
|NSE: SRHHYPOLTD||ISIN Code: INE917H01012|
|BSE 00:00 | 30 Sep||799.65||
|NSE 00:00 | 30 Sep||798.60||
|Mkt Cap.(Rs cr)||1,372|
|Mkt Cap.(Rs cr)||1372.20|
Sree Rayalaseema Hi-Strength Hypo Ltd. (SRHHYPOLTD) - Director Report
Company director report
Your Directors have pleasure in presenting the Sixteenth Annual Reportof the Company for the year ended March 31 2021.
1. Financial Results:
( Rs. in lakhs )
During the year the Company achieved turnover of Rs. 910.82 Croresagainst previous year turnover of Rs. 689.10crores. The profit before tax stood atRs.80.86 Crores as against Rs. 45.45 crores for the previous year.
3. Division / Segment Wise Operations
(a) The net sales of Calcium Hypo Chloride during financial year2020-21 is Rs.313.35 crores as against 291.28 crores in previous year representing anincrease of 7.58%.
(b) The net sales of Stable Bleaching Powder during financial year2020-21 is Rs. 104.20 crores as against 83.58 crores in previous year representing anincrease of 24.67%.
(c) The net sales of Sodium Methoxide during financial year 2020-21 is32.65 crores as against Rs. 35.04 crores in previous year representing a decrease of6.82%. And the net sales of Sodium Hydride during financial year 2020-21 is 5.04 crores asagainst Rs. 8.50 crores during previous financial year representing a decrease of 40.74%.
(d) The trading activity in coal had fetched an amount of Rs. 303.98crores as against Rs. 97.07 crores during previous year.
(e) The net sales of Sulphuric acid during financial year 2020-21 is96.65 crores as against Rs. 129.36 crores during previous financial year representing adecrease of 25.29%.
(f) Total power generated sold through Thermal Wind and Solar duringthe year under review is Rs. 56.75 Crores.
Your Directors have recommended a final dividend of Rs.3.00/- perequity share of face value Rs.10/- each (i.e.30% on paid up share capital) for thefinancial year ended 31st March2021 . The dividend payment is subject to approval ofmembers at the ensuing Annual General Meeting. The total cash outflow on account ofdividend on equity shares for the financial year 2020-21 would aggregate Rs.51494463/-. 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 28th October 2021
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 yearsfrom the date of transfer to unpaid dividend account. Further according to the Rules theshares on which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to the demat account of the IEPFauthority. Accordingly the Company has transferred unclaimed or unpaid dividend amountingto Rs. 1949114/- on 08.06.2018 relating to dividend declared in the year 2010-11.Further 29896 corresponding shares were transferred as per the requirements of the IEPFRules. The details are made available on Company website www.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:
Amount unclaimed as on July 31 2021.
6. Board Meetings:
During the year six ( 6 ) 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 2021 your Company has one Wholly owned subsidiaryCompany M/s TGV Sodium & Electrolite Private Limited . Although Company holds morethan 20% of shareholding in M/s MV Salts & Chemicals Pvt Limited it is not anassociate Company within the meaning of Section 2(6) of the Companies Act2013 and nojoint ventures . As required under SEBI(LODR) Regulations 2015 and Section 129 of theCompanies Act2013 read with Rule 5 of the Companies (Accounts) Rules 2014 theconsolidated financial statements of your Company and its Subsidiary Company are providedin the Annual Report. The Consolidated financial statements have been prepared inaccordance with Ind AS 27 . The Consolidated financial statements have been prepared onthe basis of audited financial statements of its subsidiary Company as approved by itsBoard of Directors. The Consolidated financial statement shows the financial resourcesassets liabilities income profit and other details of your Company and its subsidiaryafter elimination of inter -company transactions. A Separate statement is annexedexplaining salient features of the financial statements of the subsidiary in AOC-1((Annexure-A) and the details of such entities of the Company formed/acquired /Ceasedduring the year are provided in (Annexure-A -1) to this 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 2021-22.
12. Safety and Environment Protection:
(1) To meet statutory requirement order had been placed forprocurement of Weather monitoring stations (03 nos.) which shall measure gaseouspollutants in the Company premises and surroundings through which APPCB authorities shallbe accessible to weather monitoring online.
(2) In order to improve operational safety in Unit-I Stable BleachingPowder Plant Vacuum pumps were provided with emergency power supply directly from PowerPlant by incorporating changeover switch.
13. Industrial Relations:
Your Company's Industrial Relations continue to be harmonious andcordial.
14. Directors and Key Managerial Personnel:
Sri T.G. Bharath Chairman & Managing Director is being reappointedfor a period of 3 years. Sri. Krishnamoorthy Chandraiah Naik Director is retiring byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment. Sri. A Kailashnath Independent Director is reappointing for second termfor a period of 5 years. Smt R Triveni who had been appointed as additional director inthe board meeting held on 13.02.2021 in the capacity of Independent Director will beappointed as Independent director for a period of 5 years under first term.
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 year 2020-21. The investment to the extent of Rs. 715.00 lakhs made in Mutual Funds during the year2020-21 .
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 Party Transactionsare placed before the Audit Committee as also the Board for approval where ever required.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof a foreseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors . The Company had formulated a policy ondealing with related party transactions which has been uploaded on the Company's website:www.tgvgroup.com . Form AOC- 2 is annexed to this report (Annexure-B).
20. Risk management policy:
Risk management policy was approved by the Board in its meeting held on30.06.2021. The Policy is placed on company's website www.tgvgroup.com. The managementtakes necessary steps for implementation of the Policy by identifying potential threats tothe organisation and the likelihood of their occurence and then taking appropriate actionsto address the most likely threats. The process involved in Risk management areidentifications of Risk/Evaluation/Assement Prevention & Control Financing Measureand Monitor effectiveness reviewing and reporting.
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). The same is available on the web link : https://www.tgvgroup.com/investors/annual reports.
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 March 2021 isannexed 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 beenannexed to this report (Annexure -F).
26. Corporate Social Responsibility :
To comply with section 135 of Companies Act 2013 and other applicableprovisions CSR Policy has been approved by the Board and constituted a CSR Committee tomonitor the implementation of CSR activities. The details of CSR expenditure constitutionof CSR committee 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 16th AnnualGeneral Meeting of your Company.
The cost audit report for the financial year ended March 312020 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 2021 is being submitted shortly.
28. Statutory Auditors:
The members at the 12th Annual General Meeting held on September 272017 appointed M/s T.Adinarayana & Co. Chartered Accountants (Firm RegistrationNo.000041S) as the Statutory Auditors of the company to hold office for a term of fiveyears from the conclusion of 12th Annual General Meeting until the conclusion of theAnnual General Meeting of the Company for the financial year 2021-22 on such remunerationas 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 2020-21.
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 2020-21. 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.
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 31 2021 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 2021 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) Rules 2014.
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:
(ii) The percentage increase in remuneration of each Director Chieffinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year:
(iii) The percentage increase in the median remuneration of employeesin the financial year - 2.38%
(iii) The number of permanent employees on the rolls of Company - 418
(iv) 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 2020-21 was 2.38% .
Percentage increase in the managerial remuneration for the year is106.89%
(v) Affirmation that the remuneration is as per the remuneration policyof the Company : YES
Your Directors would like to express their grateful appreciation forthe assistance and co-operation received from Customers Banks Suppliers Shareholders Government 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 .