Your Directors' have pleasure in presenting the Annual Report and the Auditedstatements of Accounts of the Company for the year ended 31st March 2020.
The turnover (Gross) for the year under review is Rs.120588 Lakhs as compared toRs.139678 Lakhs in the previous year. The 14% decrease is on account of the followingchanges in respective Division's performance.
2. Division / Segment Wise Operations
The Caustic Division unit has produced 172017 MTs as against 190797 MTs for theprevious year representing decrease by 10%. As against net sales of Rs.77843 Lakhs forprevious year the current year sales comes to Rs.59625 Lakhs representing decrease of 23%so as to curtail production to accommodate the implementation of the Divisionsmoderanisation.
For the current year the Potassium plant has produced 24706 MTs of Potassium Hydroxideas against 19316 MTs for the previous year representing an increase of 28%. As against netsales of Rs.13528 Lakhs for previous year the current sales comes to Rs.17668 Lakhsrepresenting increase of 31%.
Chloromethanes Plant has produced 38134 MT of Chloromethanes for the current year asagainst previous year production of 38603 MT representing decrease by 1%. The current yearnet sales for Chloromethanes is at Rs.14744 Lakhs. Previous year net sales are at Rs.18518 lakhs decrease by 20%. The prices for the division witnessed a steep fall in pricesduring the year.
The Castor Oil Plant has processed 2590 MTs of oil for the current year as against 2634MTs processed for the previous year representing decrease by 2%. As against net sales ofRs.3198 lakhs for the previous year the current year sales stood at Rs.2951 Lakhsrepresenting decrease by 8%. The difference is mainly attributed to the rapid fluctuationsin raw materials and finished product prices.
The Fatty acid plant has processed 14446 MTs for the current year as against 11492 MTsfor the previous year representing increase of 26%. The net sales of this division hasincreased from Rs.6762 Lakhs to Rs.8064 Lakhs representing an increase of 19%.
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 20.81 Lakh/KWH power in the current year asagainst previous year generated of 26.43 Lakh/KWH representing a marginal decrease of 2%when compared to previous year. The power generated is wheeled through State Grid to theCompany for captive use.
3. Outlook for the Current Year
Segment-wise discussion is furnished in Management Discussion and Analysis annexed tothis report in ANNEXURE - E.
|Particulars ||31.03.2020 ||31.03.2019 |
|Profit before Finance Costs & depreciation ||16012.99 ||23789.56 |
|Less: Finance Cost ||3905.19 ||6299.35 |
|Profit before Depreciation ||12107.80 ||17490.21 |
|Less: Depreciation ||5628.62 ||5813.59 |
|Profit (Loss) before Exceptional items and Tax ||6479.18 ||11676.62 |
|Less: Exceptional items ||- ||1161.16 |
|Profit/Loss Before Tax ||6479.18 ||10515.46 |
|Tax Expense: Less: - Current Tax ||1376.62 ||2159.49 |
|- Deferred Tax ||299.41 ||529.30 |
|Profit for the period from continuing operations ||4803.15 ||7826.67 |
|Less : Loss from discountinued operations ||75.70 ||986.56 |
|Profit for the period ||4727.45 ||6840.11 |
|Add: Balance Carried from Previous year ||8446.10 ||5094.43 |
|Profit available for Appropriation ||13173.55 ||11934.54 |
|Less: Transfer to General Reserve ||(2500.00) ||(3500.00) |
|Add/Less: Transfer from Other Comprehensive Income ||(18.99) ||11.56 |
|: Lease rentals liabilitity as per Ind As 116 ||(156.29) ||- |
|Surplus carried to Balance Sheet ||10498.27 ||8446.10 |
Profit after tax for the Current year is Rs.4803.15 Lakhs where as previous year Profitafter tax is Rs.7826.67 Lakhs representing a decrease of 38.63%. The decrease in profit ismainly on account of decresed prices for the products of the company due to recession.
4. Capital Expenditure
During the year the Company has incurred an amount of Rs.157.45 Cr towardsmodernization Chloromethanes expansion works and normal capital expenditure. The fundsrequired for the above is met from Banks.
In view of future requirements your Directors have not recommended any dividend onEquity Shares.
6. COVID-19 Effect
A team of Senior executives continuously monitoring the COVID-19 effects on theactivities of the company. Even though the pandemic has affected badly certain sectors /industries the proactive steps taken by the company has minimized adverse effects. Thereare no shut down of the plant for Covid- 19 issues. The effects of COVID-19 pandemic wasreported to BSE in SEBI Format (taken note by the Board in its meeting heldDt.30.06.2020). A team of officials are keeping close watch on the situation to be able toface any adverse conditions and to tackle them effectively. Company has taken stern stepsfor the employees good health measures like good sanitization social distance etc.measures both in factory and officers.
Risk Management policy has been continuously reviewed and update to take care of newrisks and unknown risks in future which includes specific study of COVID-19 risks on thecompany activities and integration of effective steps and policy modifications required tocontain the risk at minimum levels.
7. Safety and Environment Protection
Being a ISO 9002 14001 Certified Company well documented policies for implementationproper safety and environment preservation and protection are in practice. The companymanagement is taking all required steps for its implementation for desired results.
Safety Department headed by qualified General Manager Cadre Officer is working with thesupport of trained staff to ensure pro-active safety measures. As a matter of routine allthe employees are regularly undergo safety training classes and mock drills were conductedto ensure safety at all times. All these efforts of the company have resulted in noaccident year after year continuously.
Further all required measures were implemented to ensure clean and green environmentaround the factory which has resulted in ISO 14001 Certification from reputed institutionDNV which is testimony for compliance of required formalities towards maintenance ofpollution free environment.
8. Listing Fees
The Company has paid Listing Fee for the year 2020-21 to Bombay Stock Exchange vide ourletter dated 09.06.2020.
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 31.3.2020.
11. Directors and Key Managerial Personnel (KMP)
Sri T.G. Venkatesh (DIN:00108120) resigned as Chairman and Director of the Board /Company in view of his prior commitments and busy schedule vide his letter Dt.15.05.2020.The Board in its adjourned meeting Dt. 16.05.2020 approved his resignation to be effectivefrom 15.05.2020. The Board taken on record with appreciation for the valuablecontributions made during his tenure on the Board.
The Board in its meeting held on 28.01.2020 has approved the resignation submitted bySmt V. Surekha (DIN:06953161). The Board noted that due to pre-occupation with priorcommitments and busy schedule she was opted to resign. The Board taken on record withappreciation for contributions made by her during her tenure on the Board and requestedthe Chairman to convey its appreciation to the Director.
In pursuance to Sec.110 of the Companies Act 2013 read with Companies (Management andAdministration) Rules 2014 the members of the company has given their approvals by wayof Special Resolutions through Postal Ballot for re-appointment of (1) Sri Gopal Krishanas Executive Director (Technical) (DIN:05342348) for two years effective from 01.02.2020(2)Sri K. Karunakar Rao Executive Director (F&C) (DIN:02031367) for two years from11.05.2020 and (3) Sri N. Jesvanth Reddy Executive Director (Technical) (DIN:03074131)for two years from 11.05.2020 on the recommendation of the Board and Nomination &Remuneration Committee Dt.20.02.2020 and 17.02.2020. Postal Ballot results were declaredon 07.04.2020. Members approval by way of Special Resolution was accorded as Sri GopalKrishan crossed 70 years of age on 01.02.2020 and Sri K. Karunakar Rao crossed 70 years ofage on 14.06.2020 to comply with relevant provisions of Sec.197 of the Companies Act2013.
M/s. IDBI Bank Ltd. has withdrawn their Nominee Director Sri Rangaraj K Rao(DIN:07727484) from the Board of the Company vide their Letter Dt.17.12.2019 to beeffective from 17.12.2019. The Board in its meeting held on 28.01.2020 has taken note ofthe same and noted with appreciation his contribution during his tenure on the Board andrequested the Chairman to convey its appreciation to the Nominee Director.
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 to be 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 2020 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) Regulations2015
A separate report on Corporate Governance (Annexure - C) is being incorporatedas a part of 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 C and 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 2015Management 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 AGM is discontinued/not required.
18. Listing approval from BSE Limited for Second and Third Tranche Warrants converted(Face value of Rs.10/- each with Premium of Rs.27.01 per share) into Equity and issue ofTrading approvals by BSE.
II Tranche :
In pursuance to members approval in the 36th Annual General Meeting held on26.12.2018 5086765 Fully paid Warrants (II Tranche) were converted into equity sharesby the Board Allotment Committed in its meeting held on 14.03.2020 in the ratio of 1:1after exercising the option for conversion by the Allottee Sri T.G. Venkatesh (MainPromoter). After completion of required formalities BSE has issued Trading Approval videtheir letter Ref.No. DCS/PREF/TP/SD/10383/2020-21 Dt.15.04.2020. It may be noted thatthese shares are subject to lock in for a period of 3 years i.e. upto 14.05.2023.
III Tranche :
In pursuance to members approval in the 36th Annual General Meeting held on26.12.2018 5354490 III Tranche fully paid warrants were converted into equity shares(face value of Rs.10/- per share with Premium of Rs.27.01 per share) by the BoardAllotment Committee in its meeting held on 20.05.2020 upon exercising the option forconversion by the Allottee M/s. Brilliant Industries Private Limited (BIPL).
M/s. BSE Limited has issued Trading Approval for these shares vide their letterRef.No.DCS/ PREF/TP/PB/10691/2020-21 Dt.17.07.2020 after fulfillment of all requiredformalities by the company. These shares are subject to lock-in provision for a period ofthree years i.e. upto 30.07.2023.
19. Cost Audit
Majority of the products manufactured by the Company are coming under Central Govt.order Letter Ref. No. 52/26/CAB-2010 dated 06.1 1.2012. To comply with statutoryprovisions Cost Audit Report has been filed in Form CRA-4 in XBRL format vide SRN :R30085443 dt.13.01.2020 with MCA portal for the financial year 2018-19. The cost Auditreport for the financial year ended 31st March 2020 is being submitted in due course.
20. Audit Committee
The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI(LODR) Regulations 2015 and other statutory provisions. The Audit Committee wasreconstituted on 28.01.2020 with the following members namely Sri J.
Nagabhushanam Sri G.Krishna Murthy and Dr. M. Asha Reddy as members with Sri PN.Vedanarayanan as Chairman of the Audit Committee.
21. 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.
22. Statement concerning development and implementation of Risk Management Policy ofthe Company
A Committee comprising well qualified Senior Executives having exposure in variousfields of risks related matters has been formed to assist Executive Director and CEO in(a) Overseeing and approving the Company's enterprise wide risk management framework and(b) Overseeing that all the risks that the organisation faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. Specialattention was given for steps taken to assess moniter evaluate and remedial measurestaken to counter covid-19 pandemic effects on the company activities and compliance withstatutory provisions.
The Executive Director and CEO monitors and reports on the principal risks anduncertainties that can impact the company and its ability to achieve strategic objectives.The Company's management systems organisational structures processes standards code ofconduct and behaviors together form the Management and business of the Company.
Several improvements are effected to integrate Enterprise Risk Management InternalControls Management and Assurance Frameworks and processes to drive a common integratedview of risks optimal risk mitigation responses and efficient management of internalcontrol and assurance activities.
23. Details of Policy developed and implemented by the Company on its Corporate SocialResponsibility (CSR) initiatives
Your Company has involved in CSR activities right from beginning of the company. Itrecognizes the importance for the sustained growth of the company through societydevelopment. Appropriate steps are taken by the company to integrate CSR activities forthe development of areas surrounding the Company in particulars and other areas ingeneral. Since its inception CSR Policy has been drafted by a Team of Senior Executivesof the Company and the same was approved by the Board in its meeting held on 26.05.2014.For the financial year ending 31.03.2020 the Company has to spend Rs.123.56 Lakhs asagainst this the Company has spent Rs. 65.04 Lakhs. The unspent CSR obligation of Rs.58.52 Lakhs has been transferred CSR fund account for being spent in next year i.e.2020-21 and to comply with statutory provisions. The CSR activities of the company arecontinuous and the Team of Senior Executives taking all necessary steps for itsimplementation under the guidance of CSR Committee. A Board subcommittee has been formedby the Board on 26.05.2014 to monitor the implementation of C.S.R. activities. During theyear there is no change in the constitution of the CSR Committee. The members of theCommittee are (1) Sri G. Krishna Murthy Chairman (2) Sri K. Karunakar Rao Member and (3)Sri Gopal Krishan Member.
Details of C.S.R. activities are given as Annexure - H.
24. Particulars of Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013
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 2013Accounting Standard 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 2019-20.
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 payableto whole-time Directors the Board will take collective decision within the parameters ofvarious statutes including Companies Act 2013 and SEBI (LODR) Regulations 2015. TheCommittee will follow the Company's policy to discharge its duties whenever necessityarises. It will not be out of place to mention that the set policy being followed sinceinception of the Company to ensure transparency.
28. Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
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 15.05.2019 has re-appointed Sri N. Ramaswamy as Secretarial Auditor forthe year 2019-20. Secretarial Audit Report for the year ending 31.03.2020 has been Annexedto the Directors' Report as Annexure - J to comply with statutoryprovisions of the Companies Act 2013 and other applicable provisions of other Acts. TheSecretarial Auditor Report does not contain any qualification reservation or adverseremark. Further in compliance of Regulation 34 (3) read with Schedule V Para C Clause 10(i) of SEBI (LODR) Regulations 2015 certificate on Non-Disqualification ofDirectors issued by the Secretarial Auditor is enclosed as Annexure -K to this report.
30. Annual Return in Form MGT-9 format
The details of Annual Return in Form MGT-9 format is enclosed as Annexure -G.
31. Subsidiaries Joint Ventures and Associate Companies
The Company is not having any Subsidiaries Joint Ventures and Associate Companies ason 31.03.2020.
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 2013and SEBI (LODR) Regulations 2015. Further Sri N. Ramaswamy Practicing Company Secretaryhas issued appropriate certificate regarding non-applicability of the provisions ofDirectors 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 longterm 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 2018 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') allunpaid and unclaimed dividends/amounts are required to be transferred by the Company tothe IEPF established 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 divi- dend/ amount ||Unclaimed Dividend / Amount) as on 31.03.2020 (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 ||33624.00 ||04-11-2023 |
Fractional Shares Entitlement
|Financial Year ||Fractional Shares entitlement ||Date of payment/ declaration ||Last date for claiming unpaid amount ||Unclaimed Amount (Rs.) as on 31.03.2020 ||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 31.03.2020 (Rs.) ||Due date for transfer to IEPF Account |
| ||RI - First (*) ||01.04.2018 ||08.06.2025 ||3198240.00 ||09.06.2025 |
|2018-19 ||NRI - Single (*) RI - Second including Dividend ||01.04.2018 ||08.06.2025 ||429690.00 ||09.06.2025 |
| ||(2 years) (*) ||01.07.2018 ||08.08.2025 ||3233005.00 ||09.08.2025 |
| ||RI - Third (*) ||01.10.2018 ||08.12.2025 ||3343285.00 ||09.12.2025 |
| ||RI - Fourth (*) ||01.01.2019 ||10.03.2026 ||3413437.50 ||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.
| || |
On behalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||CA K. KARUNAKAR RAO ||N. JESVANTH REDDY |
|Place: Hyderabad ||Executive Director & CEO ||Executive Director (Technical) |
|Date : 10th August 2020 ||(DIN : 02031367) ||(DIN: 03074131) |