Your Directors are pleased to present the 48th Annual Report and the Audited FinancialStatements of the Company for the year ended 31st March 2021.
| || ||(Rs. In Crores) |
|DESCRIPTION ||2020-21 ||2019-20 |
|Sales Turnover (Net of GST) ||67.91 ||156.64 |
|Gross Loss after meeting all expenses but before providing depreciation and interest ||52.82 ||18.48 |
|Add: Interest ||1.95 ||1.78 |
|Cash Loss ||54.77 ||20.26 |
|Add: Depreciation for the year ||3.23 ||3.37 |
|Extraordinary items ||- ||-- |
|Net Profit/(Loss) for the year ||58.00 ||(23.63) |
|Accumulated Loss ||384.42 ||326.42 |
|EPS & Diluted EPS ||(4.76) ||(1.94) |
During the financial year the plant has to be stopped during April and May '20 due toCOVID situation and restarted only towards end of May '20 when regular force of man powercould be mobilised with the gradual ease of the COVID restrictions. Again the plant facedsupply interruptions in the major raw material Ammonia and the plant has to be stoppedbetween 22.08.2020 and 10.10.2020 for 49 days. The plant continued to face till December'20 the restrictions in free availability of man power and the production rate neededadjustment several times. Maintenance issues with compressors pumps conveyors etc. alsoposed restrictions. Now the new set of pumps and compressors have been installed andproduction rate is being stepped up. However the performance during the financial year waspoor due to the above explained loss of production for nearly 4 months.
The production and sales during the year ended 31st March 2021 compared to theprevious year are as given below;
| || || |
(Qty. in MTs)
|Product || |
Sales (Includes internal Consumption)
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Soda Ash (Light) ||23651 ||51140 ||*24843 ||*50116 |
|Soda Ash (Dense) ||-- ||-- ||*13 ||-- |
|Ammonium Chloride ||17687 ||42780 ||17100 ||47598 |
|Sodium Bicarbonate ||-- ||-- ||-- ||-- |
*Includes captive consumption
Your Directors are not able to recommend any dividend in view of the accumulatedlosses.
The selling prices of Soda Ash was almost static during the year and started droppingsince September '20. This started increasing again since February/March '21 and the effectwill be felt only in the next financial year. The market demand seems to be good and notmuch affected due to the COVID related issues.
The Ammonia price remains steady but started increasing from June '20 onwards and it isexpected to remain high in the next financial year unless COVID issues and increase inprice of other fertilizer commodities play a role in dampening the demand for ammonia.
Since your Company sells major portion of its production to the committed customers oncontract basis it continues to enjoy steady market and is able to maintain its marketshare. The higher production levels are expected in the ensuing financial year andaccordingly your Company has been discussing with its regular customers for increasingofftake. The selling price of the product are in line with the landed cost of the importedand also indigenous supply situation.
Very good opportunities are available for the Company to boost up the production andexpand facility with proven technology of CO2 and the enhanced Ammonia storage at theTuticorin Port available with the Greenstar. The customers have started recognising theeffort of the Company in recovering the CO2 from the flue gas which leads to reduction ofcarbon emission to atmosphere and the end-users are recognising this effort of ours bycommitting larger volumes of soda ash that is being produced or will be produced infuture. Unilever appreciated our effort in this regard and have awarded us with BestPartner of the year citation. Your Company is continuing its effort for conversion ofAmmonium Chloride fertilizer to complex fertilizer which will ensure continuous marketfor the Ammonium Chloride.
OPPORTUNITIES AND THREATS
Since the markets are growing the Company must use its road rail links and alsocoastal shipping to despatch the product conveniently to other user points to enlarge themarket share and market presence. Ammonia supply is through the ammonia import terminal ofGreenstar fertilizer at T uticorin port and hence the availability of the terminal andimported stock are essential to continue the production.
ENVIRONMENT AND SAFETY
Updation to ISO 9001:2015 the latest standard is under progress.
During the year 2020-21428983 units were generated from Wind Turbine PowerGenerators at Gudimangalam Tirupur District as against 366663 units generated in theprevious year. The aging windmills are being refurbished for better results.
Your Company have purchased 5484980 units under the Group Captive Scheme in thefinancial year starting from 1st April 2020 to 31st March 2021.
CAPTIVE SALT WORKS
11875 MTs of salt was produced and all the unused pans were also brought underproduction and the systems were modified to produce quality salt. With the availability ofenriched water from the RO plant more quantity of quality salt would be produced duringthe year.
As per the order of SEBI your Company went through the process OFS through BSE andachieved the prescribed Minimum Public Shareholding of 25% on 4th October 2020.
There was no outstanding deposit as at 31st March 2021. The Company has neitheraccepted nor renewed any deposits during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATESAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Statement showing the details regarding the development and implementation of RiskManagement Policy of the Company is furnished in Annexure 1 which is attached to thisreport.
The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting.
Your Company was dependent primarily on SPIC for the supply of CO2 and receives theimported Ammonia through their storage and pumping system. Your Company has nowimplemented an independent CO2 Recovery facility which is operational from November 2016.This has reduced the risk considerably. The Board does not envisage any other major risk.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiates as the said provisions are not applicable as on date in view of the accumulatedlosses the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The transactions entered into during the financial year with related party as definedunder the Act were in the ordinary course of business and at arm's length basis. Therewere no materially significant transactions during the financial year 2020-21 which werein conflict with the interests of the Company. Policy on materiality of related partytransactions is placed on the Company's website viz. www. tacfert.in
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure 2 and is attached to this report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had four Board meetings during the financial year under review. Fulldetails are given in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had 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 and loss of the company for that period;
c) the directors had 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 had prepared the annual accounts on a going concern basis; and
e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
No case of sexual harassment was reported during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company's Board comprises of the following directors: Mr.B.Narendran Mr. S.AsokanMrs. Rita Chandrasekar Mr. S.Venkataraman Mr. K.R.Anandan and Mr.G.Ramachandran.Mr.S.Nandakumar continue to be Chief Finance Officer of the Company.
Mr. Walter Vasanth P J was our Company Secretary till 18.12.2020 and he tendered hisresignation and Ms. S Rohini Priyadarshini took over as Company Secretary in his place.
COMMITTEES OF THE BOARD
There are four committees of the Board namely Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee and Risk Management Committee.The details of composition of committees are furnished in the Corporate Governance reportwhich is annexed to this report.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves for the continuance/appointment as independent directors underthe provisions of the Companies Act 2013 and the relevant rules.
The Independent Directors have also affirmed that they have completed requisite stepstowards the inclusion of their names in the data bank of Independent Directors maintainedwith the Indian Institute of Corporate Affairs in terms of Section 150 of the Act readwith Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 the Boards' performance and performance of thenon-independent Director were considered/evaluated by the independent directors at theirmeeting without the participation of the non-independent director and key managerialpersonnel.
They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Board to effectively andreasonably 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 carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its various committees.
M/s. MSKA & Associates Chartered Accountants Chennai (Registration No.105047W)have been appointed as Statutory Auditors of the Company in 44th Annual General meetingfor a term of five years from the Financial year 2017-18 till the conclusion of theAnnual general meeting of the Company to hold office to be held in the year 2022.
M/s. KRA & Associates Practicing Company Secretaries have been appointed by theBoard of Directors to carry out the Secretarial Audit for the year ended 31stMarch 2021.Secretarial Auditor's Report is annexed which forms part of this report.
As per the Government of India's directive the Company's Cost Reports in respect ofFertilizer -Ammonium Chloride and Chemical - Soda Ash for the year ended 31stMarch 2021are being audited by the Cost Auditor M/s. RavichandranBhagyalakshmi& Associates(Firm Reg No. 001253) who was appointed by the Board. The Company is required to maintainCost Records as specified by the Central Government under Section 148 (1) of the Act andthat accordingly such accounts and records are made and maintained. The Cost Audit Reportfor the year ended 31st March 2020 was filed within the time stipulated under the Act.
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservations or adverse remarks made by the StatutoryAuditors M/s. MSKA & Associates and Secretarial Auditor KRA & AssociatesPracticing Company Secretaries in their reports.
The Statutory Auditors' Report for the financial year ended 31st March 2021 isannexed.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the Policies and Procedures for ensuring the orderly andefficient conduct of its business including adherence to Company's Policies theSafeguarding 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 VIGIL MECHANISM /WHISTLEBLOWER POLICY
The Audit Committee consists of Mr. B. Narendran Mr. K.R. Anandan and Mrs. RitaChandrasekar.
The Company has established a vigil mechanism and oversees through a committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.Policy is given in Annexure 3 and is placed on the Company's website viz. www.tacfert.in.
The Company has allotted 107040000 equity shares of Rs.10 each on 17.09.2018 byconverting unsecured loans and Preference shares into equity in continuation to the EGMdated 10.04.2018 and order of SEBI dated 06.09.2018. The Company obtained the"In-principle" approval and listing and trading approval from BSE. The promotersholding are indemat form.
The Company has not bought back any of its shares during the year under review.
The Company has not issued any "Sweat Equity" Shares during the year underreview.
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 92 of the CompaniesAct 2013 read with relevant Rulesis placed in the website of the company in the linkhttps://www.tacfert.in/
A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) ofthe SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Annual Report.
The requisite certificate from a Chartered Accountant confirming compliance with theconditions of corporate governance as stipulated is annexed to this Report.
The Independent Directors attend a Familiarization programme on being inducted to theBoard. The details are provided in the Corporate Governance report and on the website ofthe Company viz. www. tacfert.in.
DISCLOSURE ON COMPLIANCEWITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.
PARTICULARS OF EMPLOYEES
The Company has no Employees whose salary exceeds the limits as prescribed under Rule(5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules 2014.
Disclosures under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 - 2020-21 ||Mr.G.Ramachandran Managing Director ||5% |
|The percentage increase in remuneration of each director Chief ||Mr.G.Ramachandran Managing Director ||Nil |
|Financial Officer Company Secretary in the financial year - 2020- 21. ||Mr. S.Nandakumar Chief Financial Officer ||Nil |
| ||Mr. Walter Vasanth PJ. Company Secretary Resigned w.e.f 18.12.2020 ||Nil |
|The percentage increase in the median remuneration of employees in the financial Year - 2020-21. ||(124) || |
|The number of permanent employees on the rolls of Company as on 31.03.2021 ||220 || |
|Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof ||Average percentage increase already made in the salaries of employees other than the key managerial personnel in the FY 2020-21. ||(10.15) |
| ||Average percentage increase already made in the salaries of the key managerial personnel in the FY 2020-21 ||(0.85) |
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
Company is adopting remuneration guidelines for fixing the remuneration as per thepolicies laid down by the Nomination and Remuneration Committee.
PARTICULARS AS REQUIRED UNDER RULE 3 OF THE COMPANIES (ACCOUNTS) RULES 2014
A. Conservation of Energy
1. Steps taken and impact on conservation of energy
a. Screw compressor was installed for supplying instrument Air to the plant whichresulted in saving of about 1000 KWH/day. The reciprocating compressor has beendismantled.
b. Variable speed drives have been installed at several locations where the othermechanical and electro-mechanical devices were in position resulting in saving of 1200KWH/day.
c. Air cooled refrigeration compressors were installed in place of old low speed watercooled compressors which has resulted in better performance and improved reliability andreduce the power consumption substantially by1400 KWH/day.
2. Steps taken for utilizing alternative sources of energy Induction turbine alternatorto produce power from the letdown steam to CO2 plant was planned to be added earlier hasbeen delayed due to COVID and will be commissioned by early next financial year.
3. Capital investment in conservation energy
Approximately Rs.50 lakhs has been spent on installation of various VFDs for thecentrifuge pumps and screw compressors.
B. Technology Absorption
(a) The Company has fully utilized the imported Technology of Hitachi Zosen Japanwhich 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.13.60 Crores |
|(b) ||Foreign Exchange outflow: ||Rs.3.28 Crores |
No disclosure or reporting is required in respect of the following matters as therewere no transactions on these items during the year:
a. No significant and material orders passed by the regulators or courts or tribunalsimpacting 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 bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
Statements in the Management Discussion and Analysis describing the Company'sobjectives estimates projections expectations may be "forward-lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatwould make a difference to the Company's operations include economic conditions affectingdemand-supply and price conditions in the domestic and overseas markets in which theCompany operates raw material availability and its prices changes in the Governmentalregulations labour negotiations tax laws and other statutes and economic developmentwithin India
| ||For and on behalf of the Board of Directors |
|Chennai ||B NARENDRAN ||G. RAMACHANDRAN |
|23rd July 2021 ||Director ||Managing Director |