Your Directors have pleasure in presenting the Fourteenth Annual Report of the Companyfor the year ended March 31 2019.
|1. Financial Results: || ||( Rs. in lakhs ) |
|Parituculars ||2018 - 2019 ||2017- 2018 |
|Profit before interest Depreciation and Tax ||10288.81 ||6474.54 |
|Less : Interest ||1576.35 ||907.12 |
|Depreciation ||4491.86 ||1866.07 |
|Profit before Tax ||4220.60 ||3701.35 |
|Provision for Taxation & Deferred Income Tax ||2178.03 ||40.72 |
|Profit after Tax ||2042.57 ||3660.63 |
|Add: Balance brought forward from previous year ||18893.98 ||15513.20 |
|Other adjustments ||392.52 ||(279.86) |
|Balance carried forward to next year ||20544.02 ||18893.98 |
During the year the Company achieved turnover of Rs. 702 Crores against previous yearturnover of Rs. 555 crores. The profit before tax stood at Rs.42.21 Crores as against Rs.37.01 crores for the previous year.
3. Expansion of Sulphuric Acid Plant (III) and Hypo Stream - 7:
During the Year the company has commissioned Sulphuric Acid Plant (III) with a capacityof 180 Tons Per day and also Calcium Hypo Chlorite Plant Stream No.7 was commissioned toincrease the plant capacity of Calcium Hypo Chlorite.
4. Division / Segment Wise Operations :
(a) The net sales of Calcium Hypo Chloride during financial year 2018-19 is Rs. 257.71crores as against 224.83 crores in previous year representing an increase of 14.62%.
(b) The net sales of Stable Bleaching Powder during financial year 2018-19 is Rs. 95.57crores as against 66.31 crores in previous year representing an increase of 44.12%.
(c) The net sales of Sodium Methoxide during financial year 2018-19 is 32.82 crores asagainst Rs. 17.54 crores during previous financial year and the net sales of SodiumHydride during financial year 2018-19 is 15.77 crores as against Rs. 24.83 crores duringprevious financial year representing an decrease of 36.50%.
(d) The trading activity in coal had fetched an amount of Rs. 101.22 crores as againstRs. 109.78 crores during part of previous financial year.
(e) The net sales of Sulphuric acid during financial year 2018-19 is 144.72 crores asagainst Rs.29.26 crores during previous financial year representing an increase of394.61%.
(f) Total power generated sold through Thermal Wind and Solar during the year underreview is Rs.5337.03 lakhs.
Your Directors have recommended a final dividend of Rs.2/- per equity share of facevalue Rs.10/- each (i.e. 20% on paid up share capital) for the financial year ended March31 2019. The dividend payment is subject to approval of members at the ensuing AnnualGeneral Meeting. The total cash outflow on account of dividend on equity shares for thefinancial year 2018-19 would aggregate Rs.34329642/-. The dividend will be paid tomembers whose names appear in the Register of Members as on the book closure date. Thedividend payment date is October 24 2019.
6. Investor Education and Protection Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority ( Accounting Audit Transfer and Refund Rules) 2016 (the Rules') allunpaid and unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF authority. Accordingly the Company has transferred unclaimed orunpaid dividend amounting to Rs. 1949114/- on June 8 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 amount transferred to IEPF byfiling Form IEPF-5 and other related documents.
The following table provides list of years for which unclaimed dividends and theircorresponding shares would become eligible to be transferred to the IEPF on the datesmentioned 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 ||2711053.72 ||07.11.2022 |
|2015-16 ||15% ||28.09.2016 ||04.11.2023 ||2777734.61 ||05.11.2023 |
|2016-17 ||15% ||27.09.2017 ||03.11.2024 ||2726866.11 ||04.11.2024 |
|2017-18 ||20% ||28.09.2018 ||04.11.2025 ||3649503.11 ||05.11.2025 |
* Amount unclaimed as on July 31 2019.
7. Board Meetings:
During the year seven (7) Board Meetings and four (4) Audit Committee Meetings wereheld and the details of which are mentioned in Corporate Governance Report.
8. Transfer to Reserves:
Your Company did not transfer any sum to the General Reserve for the financial yearunder review.
9. Subsidiaries Joint Ventues and Associate Companies :
The Company has no subsidiaries and joint ventures. In case of Associate Company M/sTGV SRAAC LIMITED it had been concluded that it is not exercising significant influencealthough it holds more than 20% of share capital. Hence Company ceased to account theinvestment in TGV SRAAC Limited as per equity method in Ind As-28 investment inassociates and Joint Ventures with effect from 01.04.2016. The details of such entities ofthe Company formed/acquired or ceased during the year are provided in AOC-1 (Annexure-A)to this report.
All assets of the Company and other potential risks have been adequately insured.
11. Fixed Deposits:
The Company has not accepted any public deposits under section 73 of Companies Act2013 and as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
12. Listing of Shares:
The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange ofIndia Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchangesfor the financial year 2019-20.
13. Safety and Environment Protection:
Management is committed to implementation of safety as part of production andmaintenance systems. In this regard all round efforts are in place with round the clocksupervision and surveillance camera. There is total compliance of use of PPEs and workpermit system. Mock drills and frequent training of employees and contractors are alsobeing conducted. More efforts are being put on housekeeping to avoid fire and trippinghazards. Senior executives are monitoring these continuously including regular nightchecking.
What we leave is what we have to accept. With this in view company is installing ZLD torecover water from its effluent which otherwise had been sent for solar evaporation withno recover. This system is expected to be commissioned by the end of the current financialyear.
14. Industrial Relations:
Your Company's Industrial Relations continue to be harmonious and cordial.
15. Directors and Key Managerial Personnel:
Sri. T G Bharath Director had resigned to office of Managing Director with effect fromMarch 20 2019 and continued as Chairman ( Non-Executive Director) of the Company.Subsequently in the Board Meeting held on May 30 2019 Sri. T G Bharath had beenappointed as Managing Director with effect from May 30 2019. Sri. Krishnamoorthychandraiah Naik Director is retiring by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment. Smt. D.S. Sai Leela IndependentDirector is reappointing for second term for a period of 5 years.
The brief particulars of the Directors seeking appointment / re-appointment at thisAnnual General Meeting are being annexed.
16. Evaluation of board performance:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) ofSEBI(LODR)Regulations 2015 the Board has carried out performance evaluation taking intoconsideration of various aspects of the Board's functioning composition of Board and itsCommittees execution and performance of specific duties obligations and governance. ThePerformance of evaluation of Independent Directors was completed. The Performanceevaluation of Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with evaluationprocess.
17. Company's policy on directors' appointment and remuneration:
The Nomination and Remuneration Committee had been constituted by the Board whichensures the selection appointment of persons having wide exposure in their respectivefields and remuneration to Directors Key Managerial Personnel and Senior Management ofthe Company. The Board on the recommendation of the Nomination & RemunerationCommittee takes necessary steps and decisions.
18. Statement of declaration given by independent directors under section 149(6) :
During the year under review the company has received the necessary declarations fromeach Independent Director in accordance with Section 149(7) of the Companies Act 2013that he/she meets the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act 2013 and Regulation 16(1)(b) of the Securities Exchange Board ofIndia(Listing Obligations & Disclosure Requirements ) Regulations 2015.
19. Particulars of loans guarantees or investments under section 186 :
The Company had not given any loans guarantees during the year 2018-19.
20. Particulars of contracts or arrangements with related parties :
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are material significantrelated party transactions made by the Company. All Related Party Transactions are placedbefore the Audit Committee as also the Board for approval where ever required. Prioromnibus approval of the Audit Committee is obtained for the transactions which are of aforeseeable 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 has 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).
21. Risk management policy :
A special team with senior executives had been formed to assist the Board (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 financialcredit market liquidity security property IT legal and other risks and there is anadequate risk management infrastructure. The Company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives.
22. Vigil Mechanism / Whistle Blower Policy :
The Company had adopted a Vigil Mechanism policy in order to ensure that the activitiesof the Company and its employees are conducted in a fair and transparent manner byadoption of highest standards of professionalism honesty integrity and ethicalbehaviour.
23. Extract of Annual Return :
Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 the extractof the Annual Return in Form MGT-9 is attached as (Annexure-C). The same is available onthe web link : https:// www.tgvgroup.com/investors/annual reports. The Annual Return willbe uploaded on the Website of the Company once it is filed with the MCA.
24. Particulars of Energy conservation Technology Absorption and Foreign Exchangeearnings and outgo:
Information as per Section 134 (3) of the Companies Act 2013 read with the Companies(Disclosure of particulars in the Report of the Board of Directors) Rules 1988 areforming part of the Directors' Report for the year ended March 31 201 9 is annexed tothis Report (Annexure -D).
25. Corporate Governance:
A report on Corporate Governance along with a Certificate for compliance with theconditions of Corporate governance in accordance with Securities Exchange Board ofIndia(Listing Obligations & Disclosure Requirements) Regulations 2015 issued byStatutory Auditors of the Company forms part of this Annual Report (Annexure -E) .
26. Management Discussion and Analysis Report :
Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations2015 Management Discussion and Analysis has been annexed to this report(Annexure -F ).
27. Corporate Social Responsibility :
In compliance with the guidelines prescribed under Section 135 of Companies Act 2013your Company has constituted a CSR Committee which monitors the implementation of C.S.R.activities. During the year there is no change in the constitution of the CSR Committee.The members of the committee are Sri A Kailashnath as Chairman and Smt.D S Sai Leela SriP Ramachandra Gowd as members. Appropriate steps are taken by the company to integrate CSRactivities for the development of areas surrounding the Company in particular and otherareas in general. During the financial year 2018-19 the company had to spentRs.5135483. Against this the Company had spent Rs. 8982007. Details of C.S.R.activities are annexed to this report (Annexure - G).
28. Cost Auditors:
As per section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudits) Rules2014 as amended the Board of Directors of your Company on recommendation ofthe Audit Committee appointed M/s. Kapardhi & Associates Cost Accountants as the CostAuditors to carry out the cost audit of products of the Company. The remuneration of costauditors has been approved by the Board of Directors on the recommendation of AuditCommittee and the requisite resolution for ratification of remuneration of cost auditorsby the members has been set out in the notice of 14th Annual General Meeting ofyour Company.
The cost audit report for the financial year ended March 31 2019 issued by M/s.Kapardhi & Associates Cost auditors in respect of various products prescribed underCost Audit Rules does not contain any qualification reservation and the same was filedwith Ministry of Corporate Affairs. The cost audit report for the financial year endedMarch 312019 is being submitted shortly.
29. Statutory Auditors:
The members at the 12th Annual General Meeting held on September 27 2017appointed 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 conclusionof the Annual General Meeting of the Company for the financial year 2021-22 on suchremuneration as may be determined by the Board of Directors.
The members may note that the Ministry of Corporate Affairs vide its notification datedMay 7 2018 has done away with the requirement of yearly ratification of appointment ofStatutory Auditors at the Annual General Meeting.
Pursuant to Section 139 of the Companies Act 2013 the Statutory Auditors M/sT.Adinarayana & Co. Chartered Accountants have confirmed that they are eligible tocontinue as auditors.
There are no qualifications reservation or adverse remark or disclaimer made in theaudit report for the financial year 2018-19.
30. Secretarial Auditors:
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 hadre-appointed M/s. Geetha Serwani & Associates Practicing Company Secretary Hyderabadto undertake the Secretarial Audit of the Company for the Financial Year 2018-19. TheReport of the Secretarial Audit Report is annexed to this report (Annexure- H ). Thereport does not contain any qualification reservation or any adverse remark.
31. Disclosure as per Sexual Harrassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 :
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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 - Not Applicable
c. No. of complaints pending as on end of the financial year - Nil
32. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(i) that the preparation of the accounts for the financial year ended March 312019 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) that the Directors had prepared the accounts for the financial year ended March31 2019 on a going concern' basis.
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
33. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.
There are no material changes which affects the financial position of the Companyaccording to the date of financial year and the date of its report .
34. Particulars of Employees:
No employee of the Company is drawing remuneration as prescribed under Section 197 ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules2014.
35. Particulars of Remuneration:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act2013 and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Name of the Director ||Ratio to Median Remuneration |
|Sri. T.G.Bharath CMD ||74.68% |
|Sri. A.Kailashnath Director ||0.20% |
|Sri. H.Gurunath Reddy Director ||0.09% |
|Smt. D. S. Sai Leela Director ||0.20% |
|Sri. P.Ramachandra Gowd Director ||0.20% |
|Sri.Krishnamoorthy Chandraiah Naik Director ||0.11% |
(ii) The percentage increase in remuneration of each Director Chief financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
|Sri.T.G.Bharath Managing Director ||(2.96%)* |
|Smt.V Surekha Company Secretary ||5.93% |
|Sri.Ifthekhar Ahmed Chief Financial Officer ||18% |
* Managing Director upto March 20 2019.
(iii) The percentage increase in the median remuneration of employees in the financialyear - 5%
(iv) The number of permanent employees on the rolls of Company - 410
(v) Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration :
The average increase in salaries of employees other than managerial personnel in2018-19 was 5%. Percentage increase in the managerial remuneration for the year was 0.6%
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company: YES
36. Awards and Recognition :
During the year under review your company had received following awards.
i) India Book of records - Fastest set-up of a sulphuric acid plant.
ii) India's most trusted Companies Award 2019 by Internation Brand ConsultingCorporation.
iii) Top Corporate Tax Payer.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from Customers Banks Suppliers Shareholders Governmentdepartments and other statutory authorities and others associated with the Company. Yourdirectors also wish to place on record their appreciation for the contributions made byemployees at all levels during the year under review.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||T.G. Bharath |
|Place : Kurnool ||Chairman & Managing Director |
|Date : August 14 2019 ||(DIN : 00125087) |