Your Directors' have pleasure in presenting the Annual Report and the Auditedstatements of Accounts of the Company for the year ended 31st March 2021.
The turnover (Gross) for the year under review is Rs.116822 Lakhs as compared toRs.120588 Lakhs in the previous year. The 3% decrease is on account of the followingchanges in respective Division's performance.
2. Division / Segment Wise Performance
For the current year net sales for Caustic Soda plant is Rs.49502 lakhs whereas for theprevious year net sales is Rs.59625 lakhs showing a decrease of 17%.
For the current year net sales for Caustic Potash Plant is Rs.22108 lakhs whereas forthe previous year net sales is Rs.17668 lakhs showing an increase of 25%.
For the current year net sales for Chloro- methanes Plant is Rs. 14664 lakhs whereasnet sales for previous year is Rs.14744 lakhs showing moderate decrease of 1%.
For the current year net sales for Castor Oil Plant is Rs.2780 lakhs whereas for theprevious year net sales is Rs.2951 lakhs showing a decrease of 6%.
For the current year net sales for Fatty acid plant is Rs.10772 lakhs whereas for theprevious year net sales is Rs.8064 lakhs showing an increase of 34%.
There are no commercial operations at Bellary Power Plant due to expiry of PowerPurchase Agreement (PPA) by KPTCL. The Company is looking out for other viable optionsincluding its sale or relocation of the Plant.
The Wind Farm at Ramagiri has generated 5.88 Lakh/KWH power in the current year asagainst previous year generation of 20.81 Lakh/KWH The decrease in power generation is dueto weather conditions. The power generated is wheeled through State Grid to the Companyfor captive use.
3. Outlook for the Current Year
Segment-wise discussion is furnished in Management Discussion and Analysis annexed tothis report in "ANNEXURE-E".
(Rs. in lakhs)
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Profit before Finance ||15141.86 ||16012.99 |
|Costs & depreciation Less: Finance Cost ||3937.28 ||3905.19 |
|Profit before Depreciation ||11204.58 ||12107.80 |
|Less: Depreciation ||6318.03 ||5628.62 |
|Profit(Loss) before Exceptional items and Tax ||4886.55 ||6479.18 |
|Less: Exceptional items ||0.00 ||0.00 |
|Profit/Loss Before Tax ||4886.55 ||6479.18 |
|Tax Expense: Less: - Current Tax ||955.68 ||1376.62 |
|- Deferred Tax ||959.12 ||299.41 |
|Profit for the period from continuing operations ||2971.75 ||4803.15 |
|Less : Loss from discounting operations ||76.51 ||75.70 |
|Profit for the period ||2895.24 ||4727.45 |
|Add: Balance Carried from Previous year ||10498.27 ||8446.10 |
|Profit available for Appropriation ||13393.51 ||13173.55 |
|Less: Transfer to General Reserve ||(2500.00) ||(2500.00) |
|Add: Transfer from Other Comprehensive Income ||23.11 ||(18.99) |
|Lease rentals liability as per Ind As-116 ||0.00 ||(156.29) |
|MAT credit for previous year ||2371.09 ||0.00 |
|Surplus carried to Balance Sheet ||13287.71 ||10498.27 |
Profit before tax for the current year Rs.4886.55 lakhs as against previous year Profitbefore tax of Rs.6479.18 lakhs. For the Current year Profit after tax is Rs.2971.75 lakhswhere as previous year Profit after tax is Rs.4803.15 lakhs. The decrease in profit ismainly on account of decreased prices for the products of the company due to recession andcontinuation of Covid-19 Pandamic.
4. Capital Expenditure
During the year the Company has incurred an amount of Rs.125.54 Cr towardsmodernization Chloromethanes expansion works and normal capital expenditure. The fundsrequired for the above is met from Banks and internal accruals.
In view of future needs and liquidity constraints your Directors have not recommendedany dividend on Equity Shares.
6. Continuation of Covid-19 Pandemic Situation
The world is still reeling under Covid-19 Pandemic Situation from February 2020 andSecond Wave of Covid-19 was devastated India. To tackle the ill effects of Covid-19 theCompany is taking all necessary steps and proactive measures are adhered strictly. ASpecial Team consisting of Senior Officials has been formed to continuously monitor thesituation and evaluate steps to be taken to contain its effects on Company activities andalso to frame future plan of action to minimise the adverse effects on company.
Disclosure of particulars in SEBI Format regarding Covid-19 effects were submitted toBSE and required information has been provided along with Unaudited / Audited Results. Asa result of timely actions taken by the management there is no single day shutdown of theplant happened during the year due to Covid-19.
In view of timely actions taken by the company production and capacity utilization areat satisfactory level however realization of finished products were subdued for major partof the year in view of Covid-19 effect on consumption industries. Proper risk managementplans are drawn to tackle any adverse situations in future and the same are reviewed andmonitored by Senior Officials task force continuously to take stock of the situation.
7. Safety and Environment
Your Company and management believe in proactive steps for achieving desired objectivesof safety in all activities of the company and preservation of clean environment in itssurrounding. Policies and procedures are properly documented to guide the staff toascertain that their business activities are always ensured safety and pollution freeenvironment. ISO 9002 14001 certification to the company by reputed institution DNV isthe result of meticulous implementation of company policies and procedures effectively bythe dedicated staff in charge.
Senior level management official is entrusted with the responsibility to ensure"all time" safety and environment protection and preservation at manufacturingplaces and other places where business activities of the company taken place. To ensurestaff awareness to the new innovative methods and techniques training programmes aredesigned to involve each and every personnel of the company. To achieve these objectivestraining programmes are updated and the same are continuously followed. Your company isencouraging staff to come with new and innovative ideas to achieve objectives byconducting competitions and rewarding the participants who come with successful ideas foreffective implementation. Further the company is complying all statutory requirements toensure allround safety and environment protection.
8. Listing Fees
The Company has paid Listing Fee for the year 2021-22 to Bombay Stock Exchange vide ourletter dated 30.04.2021.
Assets of the Company are adequately insured.
10. Fixed Deposits
The Company has not accepted any fixed deposits during the year and there are no fixeddeposits outstanding as on 31.03.2021.
11. Directors and Key Managerial Personnel (KMP)
Consequent to the resignation of Sri T.G. Venkatesh as Chairman and Director(15.05.2020) the company has not appointed regular Chairman for the Board. The Board ofDirectors at respective meetings will elect one among the director present to act asChairman of the respective meeting.
Appropriate Special Resolution has been placed in the Notice of AGM to ratify theappointment of Sri Srinivasa Babu Chappidi (DIN:09266926) as Executive Director(Technical) by the Board in its meeting held on 31.07.2021 (on consideration of Nominationand Remuneration Committee recommendation) for a period of One year.
12. Industrial Relations
Your Company's Industrial Relations continue to be harmonious and cordial.
13. Energy Conservation Technology Absorption and Foreign Exchange earnings and outgo
Particulars required tobe disclosed under Section 134 (3) of the Companies Act 2013read with the Companies (Disclosure of particulars in the Report of the Board ofDirectors) Rules 1988 are forming part of the Directors' Report for the year ended 31stMarch 2021 is annexed hereto as "Annexure - A" to this report.
14. Directors' Responsibility Statement
As required by the provisions of Section 134 (3) (C) of the Companies Act 2013Directors' Responsibility Statement is attached as "Annexure -B".
15. Corporate Governance - Reg. 34 (3) read with Schedule - V of SEBI (LODR)Regulations 2015
A separate report on Corporate Governance (Annexure-C) is being incorporated as a partof the Annual Report along with a certificate from the Auditors of the Company(Annexure-D) regarding compliance of the conditions of Corporate Governance. The "Annexure-Cand D" are attached to this report.
16. Management Discussion and Analysis Report
Further to comply with Reg. 34(2) (e) Schedule-V of SEBI (LODR) Regulations 2015"Management Discussion and Analysis" has been given as "Annexure-E"to the Directors' Report.
M/s. K.S. Rao & Co. Chartered Accountants Hyderabad were appointed as StatutoryAuditors for a term of 5 years upon the recommendation of Audit Committee in its meetingheld on 23.08.2017 by the Board in its meeting held on 23.08.2017. Shareholders in the AGMheld on 27.09.2017 has ratified the same. Pursuant to recent amendment to Sec. 143 ofCompanies Act 2013 members ratification at every AG M is discontinued / not required.
18. Cost Audit
Majority of the products manufactured by the Company are coming under Central Govt.order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutoryprovisions Cost Audit Report has been filed in Form CRA-4 in XBRL format vide SRN:R72868698 dt. 30.11.2020 with MCA portal for the financial year 2019-20. The Cost AuditReport for the financial year ended 31st March 2021 is being submitted in due course.
Disclosure on maintenance of Cost records.
The Company made and maintained the cost records under Sec. 148 of the companies Act2013 for the financial year 2020-21.
19. Audit Committee
The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI(Listing Obligations and Disclosure requirements) Regulations 2015 and other statutoryprovisions. The Audit Committee was reconstituted on 28.01.2020 with the following membersnamely Sri J. Nagabhushanam Sri G.Krishna Murthy and Dr. M. Asha Reddy as members withSri P.N. Vedanarayanan as Chairman of the Audit Committee.
20. 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 will be affected to the financial position of thecompany according to the date of financial year and the date of its Report.
21. Details of significant and material orders passed by Regulators or Courts orTribunals impacting the going concern status and company's opportunities in future
There was no significant and material order passed by the Regulator or Court orTribunal impacting the going concern status and company's opportunities in future.
22. Statement concerning development and implementation of Risk Management Policy ofthe Company
Your company's management give utmost importance of Risk Management Policyimplementation for smooth success of the company as it has to encounter various riskswhile doing its operations and interacting with various systems of society. Companycomplies with all required procedures for Risk Management Policy implementationvoluntarily in view of the above philosophy of the company. A specific committee under theleadership of Executive Director and CEO with Senior Executives and departmental heads h av i ng exposure in various fields plays instrumental role in framing required policy aftertaking outside professionals help wherever necessary. Risk Management Policy andprocedures are continuously reviewed and updated to tackle new threats and challengesparticularly in view of COVID-19 Pandemic situation and its repercussions on companyactivities. Proper weightage and importance has been given to individual enterprises riskdepartment wise risks and society or world at large risks and their effect on properremedial steps taken by the company to contain prevent and minimize risks in future. Thecommittee and task force closely monitors risk management policy implementation to knowabout its effectiveness and need for upgradati'on in view of ever changing outside andinside environment and factors.
23. Details of Policy Development and implementation by the company on its CorporateSocial Responsibility (CSR) policy.
The main philosophy of the company is to recognize fulfilment of social responsibilityby each and every system in the society for upliftment of downtrodden and society equalityfor resources. Your company being one part of the whole society rightly recognized itsresponsibility towards the society at large right from its initial stage and hence it istaking all required steps towards fulfillment of its Corporate Social Responsibility (CSR)continuously and voluntarily.
To comply with Sec. 135 of Companies Act 2013 and other applicable statutoryProvisions the company has officially constituted CSR Committee on 26.05.2014 comprisingof Board Members. Well developed and documented CSR Policy has been approved by the Boardand the same is updated or modified to incorporate in objectives to meet changedrequirements for compliance. The CSR Committee will regularly meet review its roleinitiatives of the company to implement CSR objectives and to assess performance in itsmeetings.
As informed in the previous year annual report there was unspent CSR obligation amountof Rs.58.52 lakhs (which arisen due to liquidity constraints as well as not finding viableCSR projects). For the current year (2020-21) the CSR obligation comes to Rs.140.19lakhs. Whereas actual CSR expenditure for the year comes to Rs.201.61 lakhs (whichincludes the unspent amount of Rs.58.52 lakhs of previous year has been spent in thecurrent year to comply with relevant provisions of the Companies Act). This resulted inCSR excess spend of Rs.2.90 lakhs [201.61 (58.52+140.19) ] for being set off in succeedingyear i.e. 2021-22. The details of CSR expenditure as per prescribed format has beenprovided as "Annexure-H" to the Directors' Report. The present CSRCommittee is comprising of (1) Sri G. Krishna Murthy Chairman (2) Sri K. Karunakar RaoMember and (3) Sri Gopal Krishan Member.
24. Particulars of Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013
The particulars of loans given investments made and guarantees provided by the Companyunder Sec. 186 of the Companies Act 2013 as at 31st March 2021 are furnished in "Annexure-L"and forms part of this report.
25. Particulars of Contracts or Arrangements made with Related Parties
During the course of its business the Company is dealing with the Group Companieswhich are Related Parties pursuant to the Section 188 of the Companies Act 2013AccountingStandard 18 and SEBI (LODR) regulations 2015. The Sale Purchase Lease RentalTransactions services availed / provided and monetary values of its transactions arementioned in notes to Accounts to comply with IND AS-24. All the Related partytransactions were on arm-length basis and the same are entered with the prior approval ofthe Audit Committee (omnibus approval) and Board. Further details to be furnished in FormAOC-2 has been given as"Annexure-F" to this report to comply withstatutory provisions of Sec.188.
26. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their Reports
Statutory Auditors of the Company and the Practicing Company Secretary who haveconducted statutory audit and Secretarial Audit respectively have not made any adversecomments on the activities of the Company for the financial year 2020-21.
27. Company's Policy relating to Directors Appointment Payment of Remuneration anddischarge of their duties
The Nomination and Remuneration Committee has been re-constituted by the Board in itsmeeting held on 29.01.2016 to ensure the appointment of persons having wide exposure inthe fields which are useful to the companies growth having independence as defined in theCompanies Act to be available for appointment as Director. The Committee always keeps alist of eminent personalities having independence and qualification available forCompany's requirement depending upon vacancy on the
Board. As regards remuneration payable to whole-time Directors the Board will takecollective decision within the parameters of various statutes including Companies Act2013 and SEBI (LODR) Regulations 2015. The Committee will follow the Company's policy todischarge its duties whenever necessity arises. It will not be out of place to mentionthat the set policy being followed since inception of the Company to ensure transparency.
28. Details in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements
The Company has robust internal financial controls (IFC) systems which is in line withrequirement of the Companies Act 2013 which is intended to increase transparency &accountability in an organization's process of designing and implementing a system ofinternal control. Our IFC process facilitates orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assets preventionand detection of frauds and errors accuracy and completeness of the accounting recordsand timely preparation of reliable financial information. Risk Control Matrices (RCMs)have been prepared for all Business functions along with the mapping with FunctionalDashboard / Compliance Management System / GRC Process Control. The internal controlsystem ensures compliance with all applicable laws and regulations.
To ensure effective Internal Financial Controls Company has laid down the followingmeasures.
1. Company has defined and documented the Standard Operating Procedures (SOPs) andDelegation of Authority (DOA) which forms the basis for compliance to laid downprocedures. The SOPs and DOA are refreshed on a periodic basis.
2. All regulatory compliances are monitored for all locations Pan India through a fullyautomated tool. Company has a "Zero Tolerance" Policy towards noncompliances.
SAP GRC (with respect to access control) has been implemented which also take care ofusers' conflict relating to Segregation of Duties (SOD).
29. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 204 the Board in itsmeeting held on 03.06.2021 has reappointed Sri N. Ramaswamy as Secretarial Auditor for theyear 2020-21. Secretarial Audit Report for the year ending 31.03.2021 has been Annexed tothe Directors' Report as "Annexure-J" to comply with statutory provisionsof the Companies Act 2013 and other applicable provisions of other Acts. The SecretarialAuditor Report does not contain any qualification reservation or adverse remark. Furtherin compliance of Regulation 34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR)Regulations 2015 certificate on "non-disqualification of Directors" issued bythe Secretarial Auditor is enclosed as "Annexure-K"to this report.
Compliance with Secretarial Standards
The Company is in compliance with applicable secretarial standards issued by theInstitute of Company Secretaries of India and approved by the Central Govt. under Sec.118 (10) of the Act.
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ending 31st March 2021 oncompliance of all applicable SEBI Regulations and other guidelines issued thereunder wasobtained from Sri N. Ramaswamy Secretarial Auditor and submitted to BSE Limited withinstatutory time limit.
30. Annual Return in Form MGT-9 format
A copy of the Extracts of the Annual Return of the Company as required under Section134 (3)(a) of the Companies Act 2013 in Form MGT-9 as they stood on the close of thefinancial year i.e. 31st March 2021 is furnished in"Annexure-G" andforms part of this Report.
Further a copy of the Annual Return of the Company containing the particularsprescribed u/s. 92 of the Companies Act 2013 in Form MGT-7 as they stood on the closeof the financial year i.e. 31st March 2020 is uploaded on the website of the company inthe Investor Relations Section under Disclosures and can be accessed fromhttps://www.tgvgroup.com/investorrelation /disclosure.html.
31. Subsidiaries Joint Ventures and Associate Companies
The Company is not having any Subsidiaries Joint Ventures and Associate Companies ason 31.03.2021.
32. Declaration of Independent Directors
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in subsection (6) of Section 149 of the Companies
Act 2013 and SEBI (LODR) Regulations 2015. Further Sri N. Ramaswamy PracticingCompany Secretary has issued appropriate certificate regarding non-applicability of theprovisions of Directors disqualification to comply with the provisions of SEBI (LODR)Regulations 2015.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual Directors by seeking their inputs on various aspects of Board/CommitteeGovernance.
The aspects covered in the evaluation include the contribution to and monitoring ofcorporate governance practices participation in the long-term strategic planning and thefulfillment of Directors' obligation and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.
The Chairman of the Board had one-on-one meetings with the Independent Directors andthe Chairman of the Nomination and Remuneration Committee had one-on-one meetings with theExecutive and non Executive Directors. These meetings were intended to obtain Directors'inputs on effectiveness of Board / Committee processes. The Board considered and discussedthe inputs received from the Directors.
Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non-Executive Directors.
34. Disclosure as per the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.
The Company has no such cases of sexual harassment at workplace.
35. Vigil Mechanism
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (LODR) Regulations 2015 includes an Ethics and Compliance Task Forcecomprising Senior Executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or a letter to the Task Force or to the Chairman of theAudit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessedon the Company's website at the link: http://www.tgvgroup.com.
36. 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') all unpaidand unclaimed dividends/amounts are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years.
The following table provides list of years for which unclaimed dividends/redemptionamount would become eligible to be transferred to the IEPF on the dates mentioned below.
CRPS Dividend :
|Financial Year ||CRPS Dividend Declared (%) ||Date of declaration of Dividend on CRPS ||Last date for claiming unpaid dividend / amount ||Unclaimed Dividend/Amount as on 31.03.2021 (Rs.) ||Due date for transfer to IEPF Account |
|01.04.2002 to 31.03.2016 (14 years) ||@ 0.01 per year ||27.09.2016 ||03.11.2023 ||33596.00 ||04.11.2023 |
Fractional Shares Entitlement :
|Financial Year ||Fractional Shares entitlement ||Date of payment/ declaration ||Last date for claiming unpaid amount ||Unclaimed Amount (Rs.) ason 31.03.2021 ||Due date for transfer to IEPF Account |
|2016-17 ||Rs. 39/- per share ||27.01.2017 ||04.03.2024 ||23946.00 ||05.03.2024 |
CRPS Dividend (2016-17 & 2017-18) + CRPS Redemption amounts :
|Financial Year ||Redemption Installments ||Date of payment / declaration ||Last date for claiming unpaid amount ||Unclaimed Amount as on 31.03.2021 (Rs.) ||Due date for transfer to IEPF Account |
|2018-19 ||RI - First (*) ||01.04.2018 ||08.06.2025 ||3195147.50 ||09.06.2025 |
| ||NRI - Single (**) ||01.04.2018 ||08.06.2025 ||432190.00 ||09.06.2025 |
| ||RI- Second including Dividend (2 years) (*) ||01.07.2018 ||08.08.2025 ||3228630.00 ||09.08.2025 |
| ||RI - Third (*) ||01.10.2018 ||08.12.2025 ||3338347.50 ||09.12.2025 |
| ||RI - Fourth (*) ||01.01.2019 ||10.03.2026 ||3396690.00 ||11.03.2026 |
(*) RI means Resident Indian (**) NRI means Non-Resident Indian
Your Directors wish to express their sincere thanks to Financial Institutions BankersDistributors and Customers for their continued support to the Company. The Directors alsoacknowledge with gratitude the continued help and support received from the variousdepartments of the Government of India and the Government of Andhra Pradesh and Governmentof Telangana.
The Directors place on record their appreciation of the sincerity commitment andcontribution made by the Employees at all levels and this was mainly responsible to carryon the business of the Company during the year.
Onbehalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||CAK. KARUNAKAR RAO ||N. JESVANTH REDDY |
|Place : Hyderabad ||Executive Director & CEO ||Executive Director (Technical) |
|Date : 26th August 2021 ||(DIN:02031367) ||(DIN:03074131) |