Your Directors are pleased to present the 49th Annual Report and theAudited Financial Statements of the Company for the year ended 31st March 2022.
FINANCIAL RESULTS (Rs. In Crores)
|description ||2021-22 ||2020-21 |
|Sales Turnover (Net of GST) ||180.57 ||67.91 |
|Gross Loss after meeting all expenses but before providing depreciation and interest ||28.63 ||52.82 |
|Add: Interest ||2.30 ||1.95 |
|Cash Loss ||30.93 ||54.77 |
|Add: Depreciation for the year ||3.04 ||3.23 |
|Extraordinary items ||- ||- |
|Net Profit / (Loss) for the year ||(33.97) ||(58.00) |
|Accumulated Loss ||418.39 ||384.42 |
|EPS & Diluted EPS ||(2.79) ||(4.76) |
The unseasonal rains during April and May '21 created shortage of themajor raw material Salt and the plants have to be shutdown whole of the month of June21. A ship load of Salt was arranged from Gujarat and the plants were restarted bythe second week of July '21. Similarly very heavy rains in the months of November andDecember 21 and the twin cyclones flooded the coal yard and the production wasinterrupted in December 21.
These major interruptions alongwith ongoing COVID appropriate measuresrestricted the production to only 41683 MTs of Soda Ash and 37414 MTs of AmmoniumChloride in the financial year 2021-22. The shutdown periods were gainfully used to carryout major repairs and also replace the defective pumps and compressors and centrifugesetc. Though the performance of the Company was very good in the last quarter registering aprofit of Rs. 14.65 Crores due to higher level of production and higher remunerativeselling prices. The losses incurred in the first three quarters has pulled down theoverall performance for the financial year.
The production and sales during the year ended 31st March 2022compared to the previous year are as given below;
(Qty. in MTs)
|Product ||Production || ||Sales (Includes internal Consumption) || |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Soda Ash (Light) ||41683 ||23651 ||*41860 ||*24843 |
|Soda Ash (Dense) ||-- ||-- ||-- ||*13 |
|Ammonium Chloride ||37414 ||17687 ||30547 ||17100 |
|Sodium Bicarbonate ||-- ||-- ||-- ||-- |
includes captive consumption DIVIDEND
Your Directors are not able to recommend any dividend in view of theaccumulated losses.
The financial year began on the routine note and nothing significantwas noticed till September '21. The selling prices were flat whereas there was steepincrease in the raw material prices month-aftermonth especially that of Ammonia Salt andCoal. The prices of Coal almost doubled and Salt tripled during the second and thirdquarter of the year. The selling prices has started moving up only in October 21 andreached all-time high figures by February and March '22. Due to the global shortage ofSoda Ash and also due to increase in oil price the freight rates have pushed the landedcost of the imported raw materials significantly based on which the Indian market priceis determined.
Inspite of the turbulences of selling and buying prices the market forthe product remains good and your Company did well in producing 14840 MTs of Soda Ash inthe 4th quarter of the financial year. We expect that with the high price prevailing nowwhich is likely to continue for the major part of the next financial year also and withthe constant vigil on repairs and maintenance and improving the production your Companywill be able to record better performance in the next financial year.
Since the market is continuing to improve and in view of the continuousencouragement from our long-term customers it should be possible for the Company toramp-up the production to the maximum and also take upon the expansion activities.
In view of the abundant availability of CO2 from the flue gas of notonly TFL but from the adjacent fertilizer plant and with the setting up of a another20000 MTs storage tank at the imported ammonia facility at the Tuticorin port byM/s.Greenstar Fertilizers Ltd. the Company can embark upon expanding the capacity of theplants. The Ammonium Chloride fertilizer is also being gainfully used in the manufactureof complex fertilizers.
opportunities and threats
Since the Company's production facilities are at Tuticorin theSouthern tip of India additional volumes when produced need to be moved-up to North.The prohibited cost of road transport has to be overcome by the selective use of coastalshipping and rail rake movement. Your Company is in discussion with other Companies whomove large volumes of their products to use their facilities. As we progress with ourexpansion activity we may also strengthen our network in these areas. This transportationcost is a major threat especially when the oil prices are soaring high.
ENVIRONMENT AND SAFETY
Updation to ISO 9001:2015 the latest standard is under progress. WINDMILL
During the year 2021-22 470712 units were generated from WindTurbine Power Generators at Gudimangalam Tirupur District as against 428983 unitsgenerated in the previous year. The ageing windmills are being refurbished for betterresults
Your Company didn't purchase electricity under the Group Captive Schemeduring the financial year starting from 1st April 2021 to 31st March 2022
CAPTIVE SALT WORKS
10440 MTs of salt was produced and all the unused pans were alsobrought under production and the systems were modified to produce quality salt. With theavailability of enriched water from the SWRO plant more quantity of quality salt would beproduced during the year.
BSE / SEBI
As per the order of SEBI your Company went through the process OFSthrough BSE and achieved the prescribed Minimum Public Shareholding of 25%.
There was no outstanding deposit as at 31st March 2022. The Companyhas neither accepted nor renewed any deposits during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND pROTECTIONFUND
Since there was no Dividend declared last year the provisions ofSection 125 of the Companies Act 2013 do not apply.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALpOSITION OF THE COMpANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENT RELATES AND THE DATE OF THE REpORT
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatement relates on the date of this report.
STATEMENT CONCERNING DEVELOpMENT AND IMpLEMENTATION OF RISK MANAGEMENTpOLICY OF THE COMpANY
The Statement showing the details regarding the development andimplementation of Risk Management Policy of the Company is furnished in Annexure 1 whichis attached to this report.
The risk management includes identifying types of risks and itsassessment risk handling and monitoring and reporting.
Your Company was earlier primarily dependent on SPIC for the supply ofCO2 while the ammonia was imported through their storage and pumping system. Your Companyhas now implemented an independent CO2 Recovery facility which is operational fromNovember 2016. This has reduced the risk considerably. Ammonia will continue to beimported through the augmented storage system. The Board does not envisage any other majorrisk.
DETAILS OF pOLICY DEVELOpED AND IMpLEMENTED BY THE COMpANY ON ITSCORpORATE SOCIAL RESpONIBILITY INITIATIVES
The Company has not developed and implemented any Corporate SocialResponsibility initiates as the said provisions are not yet applicable as on date in viewof the accumulated losses of the Company.
particulars of loans guarantees or investments made
UNDER SECTION 186 OF THE COMpANIES ACT 2013
There were no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review and hence thesaid provision is not applicable.
pARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED pARTIES
The transactions entered into during the financial year with relatedparty as defined under the Act were in the ordinary course of business and at arm's lengthbasis. There were no materially significant transactions during the financial year2021-22 which were in conflict with the interests of the Company. Policy on materialityof related party transactions is placed on the Company's website viz. www. tacfert.in
company?s policy relating to directors appointment
pAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Annexure 2 and is attached to this report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had five Board meetings during the financial year underreview. Full details are given in the Corporate Governance Report.
DIRECTORS? RESpONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement:-
a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the company for that period;
c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d) the directors had prepared the annual accounts on a going concernbasis; and
e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. Internal financial control means the policies and proceduresadopted by the Company for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMpANIES
The Company does not have any Subsidiary Joint venture or AssociateCompany.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
No case of sexual harassment was reported during the year. DIRECTORSAND KEY MANAGERIAL pERSONNEL
The Company's Board comprises of the following directors:Mr.B.Narendran Mr.S.Asokan Mrs.Rita Chandrasekar Mr.E.Balu Mr.K.R.Anandan andMr.G.Ramachandran.
Mr.S.Nandakumar is the Chief Financial Officer of the Company.
Ms.S.Rohini Priyadarshini took over as Company Secretary in February2021 and continue to effectively carryout the routines of the Company Secretary.
COMMITTEES OF THE BOARD
There are four committees of the Board namely Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee and RiskManagement Committee. The details of composition of committees are furnished in theCorporate Governance report which is annexed to this report.
DECLARATION OF INDEpENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves for the continuance / appointment as independentdirectors under the provisions of the Companies Act 2013 and the relevant rules.
The Independent Directors have also affirmed that they have completedrequisite steps towards the inclusion of their names in the data bank of IndependentDirectors maintained with the Indian Institute of Corporate Affairs in terms of Section150 of the Act read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 the Boards' performance andperformance of the non-independent Director were considered/evaluated by the independentdirectors at their meeting without the participation of the non-independent director andkey managerial personnel.
They also assessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board that are necessary for theBoard to effectively and reasonably perform its duties.
Pursuant to the provisions of the Companies act 2013 and Regulation
17 of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsvarious committees.
M/s.MSKA& Associates Chartered Accountants Chennai (RegistrationNo.105047W) have been appointed as Statutory
Auditors of the Company in 44th Annual General meeting for a term offive years from the Financial year 2017-18 till the conclusion of the Annual generalmeeting of the Company to hold office to be held in the year 2022.
M/s. KRA & Associates Practicing Company Secretaries have beenappointed by the Board of Directors to carry out the Secretarial Audit for the year ended31st March 2022. Secretarial Auditor's Report is annexed which forms part of thisreport.
As per the Government of India's directive the Company's Cost Reportsin respect of Fertilizer -Ammonium Chloride and Chemical - Soda Ash for the year ended31st March 2022 are being audited by the Cost Auditor M/s. RavichandranBhagyalakshmi&Associates (Firm Reg No. 001253) who was appointed by the Board. The Company is requiredto maintain Cost Records as specified by the Central Government under Section 148 (1) ofthe Act and that accordingly such accounts and records are made and maintained. The CostAudit Report for the year ended 31st March 2021 was filed within the time stipulatedunder the Act.
EXpLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE pRACTICING COMpANY SECRETARY IN THEIRREpORTS
There was no qualification reservations or adverse remarks made by theStatutory Auditors M/s. MSKA & Associates and Secretarial Auditor KRA &Associates Practicing Company Secretaries in their reports. However the SecretarialAuditor have some observations and our response is as below:-
Under Companies Act
Regularise sale of office building The old office building has not beensold.
No director has been employed by the Company excepting the ExecutiveDirector and hence they receive only the sitting fees as disclosed in the annual report.
Late induction of two directors
Two additional directors were inducted as per the LODR Regulations inJune '21 well before the first board meeting of the financial year. Hence BSE waived thepenalty for the later induction.
Under other laws
The National Green Tribunal (NGT) levied token compensation of Rs.36.24lakhs and complimented the efforts of the company in implementing the carbon captureproject. Hence a minimum penalty was levied in view of the various case laws of thecountry
Under other reports
The auditors have also recommended generally to update the website thesecretarial standards etc. which will be taken up in due course.
The Statutory Auditors' Report for the financial year ended 31st March2022 is annexed.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the Policies and Procedures for ensuring theorderly and efficient conduct of its business including adherence to Company's Policiesthe Safeguarding of its Assets the Prevention and Detection of Frauds and Errors theAccuracy and Completeness of the Accounting Records and the timely Preparation ofReliable Financial Disclosures.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM/WHISTLE BLOWER POLICY
The Audit Committee consists of Mr. B. Narendran Mr. K.R. Anandan andMrs. Rita Chandrasekar.
The Company has established a vigil mechanism and oversees through acommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company. Policy is given in Annexure 3 and is placed on the Company'swebsite viz. www.tacfert.in.
The Company has not bought back any of its shares during the year underreview.
The Company has not issued any "Sweat Equity" Shares duringthe year under review.
No Bonus Shares were issued during the year under review.
The Company has not provided any Stock Option Scheme to the employees.
The extracts of Annual Return pursuant to the provisions of Section 92of the Companies Act 2013 read with relevant Rules is placed in the website of theCompany in the link https://www.tacfert.in/
A report on Corporate Governance as stipulated under Schedule V andRegulation 34(3) of the SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report. The requisite certificate from aChartered Accountant confirming compliance with the conditions of corporate governance asstipulated is annexed to this Report.
The Independent Directors attend a Familiarization programme on beinginducted to the Board. The details are provided in the Corporate Governance report and onthe website of the Company viz. https:// www.tacfert.in. Till COVID set in the Directorswere visiting the factory to keep updated of the progress.
DISCLOSURE ON COMpLIANCEWITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been complied with.
particulars of employees
The Company has no Employees whose salary exceeds the limits asprescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Key ManagerialPersonnel) Rules 2014.
Disclosures under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
|The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year - 2021-22 ||Mr. G. Ramachandran Managing Director ||18.82 |
| ||Mr. B. Narendran ||0.46 |
| ||Mr. S. Ashokan ||0.46 |
| ||Mrs. Rita Chandrasekar ||0.46 |
| ||Mr. K.R. Anandan ||0.46 |
| ||Mr. E. Balu ||0.27 |
|The percentage increase in remuneration of each Director Chief ||Mr.G.Ramachandran Managing Director ||Nil |
|Financial Officer and Company Secretary in the financial year - 2021- 22. ||Mr. S.Nandakumar Chief Financial Officer ||5% |
| ||Mrs. S.Rohini Priyadarshini Company Secretary ||-9% |
|The percentage increase in the median remuneration of employees in the financial Year - 2021-22. ||3.97 || |
|The number of permanent employees on the rolls of Company as on 31.03.2022 ||221 || |
|Average percentage increase already made in the salaries ||Average percentage increase already made in the ||3.86 |
|of employees other than the managerial personnel in the last ||salaries of employees other than the key managerial || |
|financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof ||personnel in the FY 2021-22. || |
| ||Average percentage increase already made in the salaries of the key managerial personnel in the FY 2021-22 ||0.23 |
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OFTHE COMPANY
Company is adopting remuneration guidelines for fixing the remunerationas per the policies laid down by the Nomination and Remuneration Committee.
PARTICULARS AS REQUIRED UNDER RULE 3 OF THE COMPANIES (ACCOUNTS) RULES2014
A. Conservation of Energy
1. Steps taken and impact on conservation of energy
a. Filter press was installed and commissioned to recycle processliquor without having it to pass through to distiller. This would result in saving ofapproximately 29 tonnes of steam per day. Moreover it will improve the ammonia specificconsumption.
b. A new product centrifuge was installed to eliminate recycle ofcrystals back to the system. This resulted in energy saving by preventing unnecessaryrecycle of process liquor.
2. Steps taken for utilizing alternative sources of energy We arestudying co-firing of biomass alongwith coal.
3. Capital investment in conservation energy
Further investment of Rs.120 lakhs have been made on installation ofVFDs and also change of centrifuges.
B. Technology Absorption
(a) The Company has fully utilized the imported Technology of HitachiZosen Japan which was imported in the year 1980.
(b) Expenditure on Research & Development
(i) Capital Nil
(ii) Recurring Nil
(iii) Total Nil
C. Foreign Exchange Earnings and outgo:
(a) Foreign Exchange inflow: Rs.1.34 Crores
(b) Foreign Exchange outflow: Rs.26.05 Crores
No disclosure or reporting is required in respect of the followingmatters as there were no transactions on these items during the year:
a. No significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future
b. There was no issue of Equity shares with differential voting rights
Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Company?s activities during the year under review. YourDirectors also acknowledge gratefully the shareholders for their support and confidencereposed on your Company.
Statements in the Management Discussion and Analysis describing theCompany?s objectives estimates projections expectations may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that would make a difference to the Company?s operations includeeconomic conditions affecting demand-supply and price conditions in the domestic andoverseas markets in which the Company operates raw material availability and its priceschanges in the Governmental regulations labour negotiations tax laws and other statutesand economic development within India
| ||For and on behalf of the Board of Directors || |
|Chennai ||B NARENDRAN ||G.RAMACHANDRAN |
|08.08.2022 ||Director ||Managing Director |