You are here » Home » Companies » Company Overview » TECIL Chemical & Hydro Power Ltd

TECIL Chemical & Hydro Power Ltd.

BSE: 506680 Sector: Industrials
NSE: TECILCHEM ISIN Code: INE014B01011
BSE 05:30 | 01 Jan TECIL Chemical & Hydro Power Ltd
NSE 05:30 | 01 Jan TECIL Chemical & Hydro Power Ltd

TECIL Chemical & Hydro Power Ltd. (TECILCHEM) - Director Report

Company director report

TO

THE MEMBERS OF

M/S. TECIL CHEMICALS AND HYDRO POWER LIMITED

The Directors take pleasure in presenting the Seventy Fourth Annual Report togetherwith the Audited

Financial Statements for the year ended 31 March 2019. The Management Discussion andAnalysis has also been incorporated into this report.

FINANCIAL RESULTS

RESULTS OF OPERATIONS

The Management of TECIL CHEMICALS AND HYDRO POWER LIMITED in its Analysis Reporthas highlighted the performance and outlook of the Company in order to comply with therequirement of Corporate Governance as laid down in Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 of the Listing Agreement.However investors and readers are cautioned that this discussion contains certain forwardlooking statements that involve risk and uncertainties.

1. OVERVIEW

The Financial Statements have been prepared as per the provisions of Section 129 andSchedule III of Companies Act 2013 and in accordance with the Accounting Principlesgenerally accepted in India including the Accounting Standards specified under Section 133of the said Act read with Rule 7 of The Companies (Accounts) Rules 2014. Our managementaccepts responsibility or the integrity and objectivity of these financial statements aswell as for various estimates and judgments used therein. The estimates and judgmentsrelating to the financial statements have been made on a prudent and reasonable basis sothat the Financial Statements reflect in a true and fair manner the form and substance oftransactions and reasonably present our state of affairs profits and cash flows for theyear.

2. THE PRESENT STATUS OF THE COMPANY

The Company has not been carrying any manufacturing operations since last few years.The Company is taken over by Mr. Varghese Kurian after execution of share purchaseagreement and completion of open offer as per the requirements of SEBI (SubstantialAcquisition of shares and Takeovers) Regulations 2015. Our Company has altered the objectclause of the Company in the

rd

Extra-ordinary General meeting held on 23 February 2018 to include new objects in theline of tourism and hospitality industry. The commencements of new activities are pendingfor approval from the Department of Revenue Government of Kerala.

3. OUTLOOK OPPORTUNITIES AND THREATS

The Company under its new management has plans to start an industrial and recreationalpark at the existing land of the Company at Chingavanam Kottayam Kerala comprising ofhotel hospital shopping complex etc.

4. FINANCIAL RESULTS

Particulars 31/03/2019 31/03/2018
(Rs.) (Rs.)
Income
- Other Income 22000 14000
Profit/Loss before Tax and Depreciation (4809000) (11621000)
Less: Depreciation 416000 527000
Profit/Loss after Depreciation but before Tax (5225000) (12148000)
Less: Tax Expenses - -
Profit/Loss after Tax (5225000) (12148000)
Earnings Per Share (Nominal Value of Share Rs. 10/-) Basic & Diluted (0.28) (0.64)

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2019 was Rs. 18.96 Crores. Duringthe year under review the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity.

6. DIVIDEND

Due to loss the Directors of the Company do not recommend any dividend for the year.

7. TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves during the financial year underreview.

8. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

There are no subsidiaries associates and joint venture companies.

9. DEPOSITS

During the year under review the Company has not accepted any deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 read with The Companies(Acceptance of Deposits) Rules 2014.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivityand independence the IA Department evaluates the efficacy and adequacy of internalcontrol system its compliance with operating systems and policies of the Company andaccounting procedures at all locations of the Company. Based on the report of IA functionprocess owners undertake corrective action in their respective areas and therebystrengthening the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace of ensuring proper and efficient conduct of the business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and timely preparation of reliable financial information.

Pursuant to Section 138 of the Companies Act 2013 the Company has appointed M/s.Venkit & Hari

Chartered Accountants Kochi as Internal Auditor of the Company. Pursuant to Section134 (5) (e) of the Companies Act 2013 the Board of Directors has adopted InternalFinancial Control Policy which has also been hosted on Company's Website.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Jeeben Varghese Kurian Chief Executive Officer ofthe Company appointed as Director cum CEO with effect from 14th September 2018.

After the closure of financial year 2018-19 Ms. Ansia A has resigned from the post ofCompany Secretary and Compliance Officer with effect from 17th May 2019 and with effectfrom the said date Ms. Jugunu S Nair appointed as the Company Secretary and ComplianceOfficer.

At the ensuing annual general meeting Mrs. Lizhyamma Kurian retires by rotation andbeing eligible offers herself for re-appointment.

12. DIRECTOR`S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 we the Directors of TecilChemicals And Hydro Power Limited state in respect of Financial Year 2018-2019 that:

a) In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper internal financial controls were in place andthat the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of allapplicable laws and were in place and were adequate and operating effectively.

13. INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision making process at the Board with different point of view andexperiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. TheNomination and Remuneration Committee identifies potential candidates based on certainlaid down criteria and takes in to consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years fromtheir respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed entities.

During the year under review the Independent Directors met on 23rd July 2018 interalia to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board ofDirectors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present throughout the Meeting. They expressed viewson the business transacted at the Meetings and the openness with which the Managementdiscussed various subject matters on the agenda of the meetings. Their suggestions werediscussed at the Board Meeting and are being implemented to ensure a more robustinteraction at the Board level.

14. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 and 25 of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015) forfulfilment of their responsibilities in a professional and faithful manner and to promoteconfidence of the investment community particularly Minority Shareholders and regulatorsof the Company.

15. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION

PROGRAMME FOR INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction programme for new Directors and ongoing familiarization withrespect to the business/working of the Company for all Directors is a major contributionfor meaningful Board Level deliberations and sound business decisions.

At the time of appointing a Director a formal letter of appointment is given tohim/her which inter alia explains his/her role function duties and responsibilitiesand the Board's expectations from him/her as a Director of the Company. The Director isalso explained in detail about the compliances required from him/her under the Act SEBIRegulations and other relevant regulations and his/her affirmation has been taken withrespect to the same.

A presentation is also shared with newly appointed Director giving an overarchingperspective of the industry organizational set-up of the Company the functioning ofvarious divisions/departments the Company's market in which it operates governance andinternal control process and other relevant information pertaining to the Company'sbusiness.

The above initiatives help the Directors to understand the Company its business andthe regulatory framework in which the Company operates and equips him/her to effectivelyfulfill his/her role as the Director of the Company.

16. NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2019 the Board had seven membersthree of whom were executive or whole-time directors and four were independent directors.The Board has on the recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration policy including the criteria for determining qualifications positiveattributes independence of a director and other matters as required under sub-section(3) of Section 178 of the Companies Act 2013 and Regulation 19(4) read with Part D ofSchedule II of SEBI (LODR) Regulations 2015 and the same has been hosted on theCompany's Website.

17. COMMITTEES OF THE BOARD

As on March 31 2019 the Board had three committees: the audit committee thenomination and remuneration committee and the stakeholder's relationship committee. Adetailed note on the composition of the Board and its committees is provided in theCorporate Governance Report.

18. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. Therewere five (5) Board Meetings Four (4) Share Transfer and Stakeholders RelationshipCommittee Meetings and Five (5) Audit Committee Meetings and Three (3) meeting ofNomination and Remuneration Committee convened and held during the year. The details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period as prescribed under the Companies Act 2013 and SecretarialStandards.

Nomination and Remuneration Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1 28-05-2018 3 3
2 23-07-2018 3 3
3 25-01-2019 3 2

Board Meetings Held During the Year

Sr. No. Date on which the Board Meeting was held Total Strength of the Board No. of Directors Present
1 09-04-2018 8 5
2 28-05-2018 8 8
3 23-07-2018 8 6
4 26-10-2018 8 6
5 25-01-2019 8 5

Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1 28-05-2018 3 3
2 23-07-2018 3 3
3 26-10-2018 3 3
4 25-01-2019 3 2

Audit Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1 09-04-2018 3 3
2 28-05-2018 3 3
3 23-07-2018 3 3
4 26-10-2018 3 3
5 25-01-2019 3 2

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees or Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to Financial Statements provided in thisAnnual Report.

20. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo etc. is not given as therehas not been any manufacturing operation during the under report. A Copy of Statements ofParticulars under Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 have been Annexed herewith as ''Annexure A'' with Board's Report.

21. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return pursuant to Section 92(3) of the Companies Act 2013 andRule 12 (1) of the Companies (Management and Administration) Rules 2014 is enclosed tothe Board's Report as "Annexure B".

22. STATUTORY AUDITOR

M/s. S R Pai & Co. Chartered Accountants (FRN: 0010793S) Ernakulam were appointedas Statutory Auditors of the Company in the Annual General Meeting of the Company held on28th September 2017 to hold office until the conclusion of the 77th AGM relating to thefinancial year 2021-22. They have given their consent and Eligibility Certificate underSection 139 of the Companies Act 2013 to the effect that they satisfy the criteriamentioned in Section 141 of the Companies Act 2013 for their appointment as StatutoryAuditors of the Company for a period of five years.

23. AUDITOR'S REPORT

The Statutory Auditors of the Company in their report have not made any adversecomments or qualifications on the accounts of the Company.

24. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed CS. Harikrishnan R Nair Practicing Company Secretary Trivandrum toundertake the Secretarial Audit of the Company for the FY 2018-19. The Secretarial AuditReport and Secretarial compliance report on the Secretarial and Legal compliances of theCompany for the FY 2018-19 is enclosed as "Annexure C" and forms part ofDirector's Report.

25. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Board of Directors on recommendation of Audit Committeeappointed M/s. Venkit & Hari Chartered Accountants Kochi to undertake the InternalAudit of the Company for the FY 2018-19.

26. RELATED PARTY TRANSACTIONS

There was no Related Party Transaction pursuant to Section 188 (1) of the CompaniesAct 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules2014. The Policy on Related Party Transaction approved by the Board has been hosted on theCompany's Website.

27. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act 2013 ("the Act") readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company can be obtained by an interested Shareholderby submitting a written request to the Company .This practice is followed as per theprovisions of Section 136 (1) of the Act. Thus the Report and the Accounts are being sentto all shareholders excluding the information on employees' particulars under Section 197of the Act read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company in this regard.

28. REGISTAR AND SHARE TRANFER AGENT OF THE COMPANY

Link Intime (India) Pvt. Ltd. (SEBI Reg. No. INR000004058) was acting as Registrar andShare Transfer Agents of the Company. The Board of Directors had appointed Cameo CorporateServices Limited (SEBI Reg. No INR000003753) as the new Registrar and Share Transfer Agentin the Board Meeting held on 9th April 2018. Accordingly Cameo Corporate Services Limitedis the Registrar and Share Transfer Agents of the Company.

29. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid in the earlier yearsthe provisions of Section 125 of the Companies Act 2013 do not apply.

30. CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 which is effective from 01st December 2015 of the Listing Agreementwith the Stock Exchanges a separate Section on Corporate Governance practices followed bythe Company together with a certificate from M/s. M Hazeem & Associates. PracticingCompany Secretaries Trivandrum confirming compliance which forms an integral part ofthis Annual Report as per SEBI Regulations.

31. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are its most important Stakeholders. Accordinglyour Company's operations are committed to the pursuit of achieving high levels ofoperating performance and cost competitiveness consolidating and building for growthenhancing the productive asset and resource base and nurturing overall corporatereputation. Our Company is also committed to create value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.

32. RISK AND CONCERN

Pursuant to the requirement of Section 134 (3) (n) of the Companies Act 2013 theBoard of Directors of the Company has adopted Risk Management Policy. This framework seeksto create transparency minimize adverse impact on the business objectives and enhance theCompany's competitive advantage. The business risk framework defines the risk managementapproach across the enterprise at various levels including documentation and reporting.The framework has different risk models which help in identifying risks trend exposureand potential impact analysis at a Company level as also separately for business segments.The detailed risk management policy has been hosted on the website of the Company.

There are no perceived risks in the present activity.

33. HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

34. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations or predictions may be 'forward-lookingstatements' within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. The Company undertakes noobligation to publicly update or revise any forward looking statements whether as aresult of new information future events or otherwise. Readers are cautioned not to placeundue reliance on these forward looking statements that speak only as of their dates.

35. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all Stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR TECIL CHEMICALS AND HYDRO POWER LIMITED
Sd/-
Place: KOCHI VARGHESE KURIAN
Date: 23 July 2019 CHAIRMAN AND MANGING DIRECTOR
(DIN: 01114947)

ANNEXURE A

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES1988

A. CONSERVATION OF ENGERY:

Total energy consumption and energy consumption per unit of production are as per FormA hereunder.

Current Year Previous Year
i) Power and Fuel Consumption: NIL NIL
ii) Consumption per Tonne of Production (Kwh) NIL NIL
iii) Technology Absorption: )Due to Lock-Out in the Company since 1999 the Ongoing energy conservation programs had been stalled. )
iv) Foreign Exchange Earnings and Outgo:
The total expenditure in foreign currency: (in Rs.'000) NIL NIL