Chemfab Alkalis Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have the pleasure of presenting the 16^th Annual Report of Chemfab Alkalis Limited along with the
Audited Standalone and consolidated financial statements for the Financial Year Ended 31^st March 2025.

The summarized financial results are as under:

FINANCIAL SUMMARY

Particulars	Consolidated		Standalone
	Year ended. 31 March 2025	Year ended. 31 March 2024	Year ended. 31 March 2025	Year ended. 31 March 2024
Summary of Profit and Loss Statement:
Total Revenue	33,437.43	32,729.68	32,209.05	32,728.78
Profit before Finance Cost and Depreciation	5,083.86	6,243.95	5,913.59	6,540.77
Less: Finance Cost	492.50	94.22	491.58	93.08
Profit before Depreciation	4,591.36	6,149.73	5,422.01	6,447.69
Less: Depreciation and amortization	3,633.13	2,235.08	3,238.79	2,185.01
Profit Before Exceptional Items	958.23	3,914.65	2,183.22	4,262.68
Exceptional Items	(988.77)	-	-	-
Profit before Tax	(30.54)	3,914.65	2,183.22	4,262.68
Less: Tax including Deferred Tax	663.49	1,282.34	660.80	1,263.96
Profit/(Loss) after Tax	(694.03)	2,632.31	1,522.42	2,998.72
Other Comprehensive Income/(Loss)	38.43	21.94	38.43	21.94
Total Comprehensive Income/(Loss)	(655.60)	2,654.25	1,560.85	3,020.66
Summary of Retained Earnings Movement:
Balance brought forward from last year	1,150.48	(1,320.62)	1,712.98	(1,124.53)
Add: Profit/(Loss) after Tax	(694.03)	2,632.31	1,522.42	2,998.72
Add: Other Comprehensive Income	41.19	16.20	41.19	16.20
Less: Appropriations
Final Dividend	178.46	177.41	178.46	177.41
Tax on Dividend	-	-		-
Balance Carried to Balance Sheet	319.18	1,150.48	3,098.13	1,712.98

Performance and State of Affairs of the
Company

The overall performance and more details are
covered under the Management section, which forms
part of the Annual Report.

Change in Nature of Business

During the year under review, there is no change in
nature of business of your Company.

Change in the registered office of the
Company

There was no change in the registered office of the
company during the financial year 2024-2025.

Capital Structure

During the year under consideration, there is no
change in authorized share capital. However, the
paid-up share capital was increased due to allotment
of equity shares under Company''s employee stock

option scheme "CAESOS 2020". As on 31^st March
2025, the authorised and paid - up capital stands as
stated below:

The Authorized Share Capital of the Company is
'' 39,14,00,000 (Rupees Thirty Nine Crores Fourteen
Lakhs Only) divided into 3,91,40,000 (Rupees Three
Crores Ninety-One Lakh Forty Thousand Only) Equity
Shares of '' 10/- each.

The Paid-up Share capital of the Company stands
at '' 14,36,37,020 (Rupees Fourteen Crore Thirty Six
Lakh Thirty Seven Thousand Twenty Only) divided
into 1,43,63,702 (Rupees One Crore Forty Three Lakh
Sixty Three Thousand Seven Hundred Two Only)
Equity Shares of '' 10/- each.

Dividend

Your directors recommended the payment of
Dividend of '' 1.25/- per share for the year ended March
31, 2025, absorbing a sum of '' 179.55 Lakhs considering
shares outstanding as on 31 March 2025, subject to
the approval of the Members at the ensuing Annual
General Meeting.

Transfer of profit to reserves

The Company has not proposed transferring any of its
profits to reserves.

Material Changes during the reporting
period

No material changes have occurred, or any
commitments made between the financial year
ended 31^st March 2025 and the date of this report,
which would adversely affect the financial position of
the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprise
of total eight directors including Non- Executive
Chairman who is a promoter of the Company, Non
- Executive Directors and Independent Directors. The
Company has two women Independent Directors. The
composition of the Board of Directors is in compliance
with Regulation 17(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 and
Section 149 of the Companies Act, 2013.

The Company has received necessary declarations
from the Independent Directors under Section 149(7)
of the Companies Act, 2013 stating that they meet
the criteria of independence as specified in Section
149(6) of the Companies Act, 2013 and as per the SEBI
(Listing Obligations and Disclosures Requirements)
Regulations, 2015.

The Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2019.The Registration details are as below:

Sl. No	Name of the Director		Registration number
01.	Mr. A. Janakiraman		IDDB-DI-202002-007989
02.	Mrs. J. Sujatha Jayarajan		IDDB-DI-201912-001692
03.	Mrs. R. Drushti Desai		IDDB-DI-202002-015500
04.	Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th Me	y, 2025)	IDDB-DI-202110-039184

Board Composition:

The Board is well balanced with the composition of four Non- Independent Directors and Four Independent
Directors (including two Women Independent directors).

Category	Name of Directors
Non - Independent Directors	Mr. Suresh Krishnamurthi Rao Mr. C S Ramesh Mr. R Mahendran Mr. Nitin S Cowlagi
Independent Directors	Mr. A Janakiraman Mrs. Drushti Desai Mrs. Sujatha Jayarajan Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th May, 2025)

Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 and
Regulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.

B. Meetings

The number of Board Meetings held during the year along with the dates of the meetings:
(Disclosure pursuant to 134 (3)(b) of the Companies Act, 2013).

During the Financial Year 2024-2025, the Board of Chemfab Alkalis Limited met Five times as under:

Sl. No	Date of Board meetings	Quarter	No. of Directors as on the date of Meeting	Total No. of Directors attended
1.	22nd May 2024	First	7	7
2.	08th August 2024	Second	7	7
3.	25th September 2024	Second	7	5
4.	04th November 2024	Third	7	7
5.	30th January 2025	Fourth	7	7

The meetings of the Board were held periodically,
with an interval of not more than one hundred and
twenty days between two consecutive meetings, as
prescribed under Section 173(1) of the Act.

C. Re-appointment of Directors Retiring by
Rotation

In terms of Section 152 of the Companies Act, 2013,
Mr. R. Mahendran (DIN: 07451058) is liable to retire by
rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The
Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee
has recommended the re-appointment of Mr. R.
Mahendran (DIN: 07451058) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, and
Risk Management Committee are also aligned with
the requirements of Regulations 18 to 22 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013.

A detailed note on the Committees is given in the
Corporate Governance Report forming part of the
Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that
formal evaluation needs to be made by the Board, of
its performance and that of its committees and the
individual Directors. Schedule IV of the Companies Act,
2013 and regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 state
that the performance evaluation of each Independent
Director shall be done by the entire Board of Directors
excluding the Director being evaluated.

Pursuant to the provisions of Section 134 (3) (p) of
the Companies Act, 2013 and SEBI (LODR) regulations,
2015, the Board has carried out an evaluation of its
performance, the Directors individually as well as its
Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate
Governance Report forming part of the Annual Report.

F. Directors'' Responsibility Statement

As required under Section 134(5) of the Companies
Act, 2013, the Board of Directors hereby confirms, that -

(a) In the preparation of the Annual Accounts for
the financial year ended 31^st March 2025, the
applicable Accounting Standards and Schedule
III of the Act have been followed and there are no
material departures.

(b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the loss of the Company for the financial
year 2024-2025.

(c) They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

(d) They have prepared the annual accounts on a
going-concern basis.

(e) They have laid down proper internal financial
controls to be followed by the Company and
such internal financial controls are adequate and
are operating effectively; and

(f) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

G. Changes in Directors and Key Managerial
Personnel

During the year under review there were no changes in
Directors or Key Managerial Personnel. After the end of
financial year, Mr. Satish Narain Jajoo was appointed
as Additional Director (Independent) w.e.f. 30^th May,
2025. Mr. B. Vignesh Ram resigned from the position
of Company Secretary and Compliance Officer on 18^th
April, 2025 and Mr. Bharatraj Panchal was appointed
as Company Secretary and Compliance Officer w.e.f.
16^th July, 2025.

H. Changes in Subsidiaries, Joint Ventures,
and Associates

During the financial year ended 31^st March 2025, there
were no changes in the subsidiaries, joint ventures
and associates. The salient feature on financial
statements or performance is given in Annexure A of
this report.

I. Significant or Material Orders Passed by
Regulators/Courts

There were no significant or material orders passed
by any regulator/court during the reporting period.

J. Declaration by Independent Directors

The Company has received necessary declarations
from Mr. A. Janakiraman, Mrs. Sujatha Jayarajan, and
Mrs. Drushti Desai independent directors, under Section
149 (7) of the Companies Act 2013, that they meet the
criteria of independence laid down in Section 149(6)
of the Companies Act 2013 and regulation 25 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and their Declarations have been
taken on record.

K. Independent Directors'' Meeting

In accordance with the provisions of Schedule IV
(Code for Independent Directors) of the Companies
Act, 2013 and Regulation 25 of the SEBI Listing
Regulations, a meeting of the Independent Directors
of the Company was held on March 29, 2025 without
the presence of Non-Independent Directors and
Company''s Management.

The Company Secretary was an invitee to the said
meeting and acted as a facilitator to the Independent
Directors.

L. Details in respect of Frauds

The Company''s auditors'' report does not have any
statement on suspected fraud in the company''s
operations to explain as per Sec. 134(3) (ca) of the
Companies Act 2013.

M. Fixed Deposits

During the year under review, the Company did not
raise funds, by way of fixed deposits, from the public.

N. Details of contracts or arrangements with
related parties

The details of contracts or arrangements entered into
with related parties along with justification for entering
into such contract or arrangement, referred to in sub¬
section (1) of Section 188 in the prescribed form no.
AOC 2 is given in Annexure B of this report.

O. Code of Conduct for prevention of Insider
Trading

The Company has a policy viz., "Code of Conduct
for prevention of Insider Trading" and the same has
been posted on its website www.chemfabalkalis.com.
The Company also monitors insider trading activities
through Structured digital database software in
accordance with Regulation 5(3) of SEBI (LODR)
(Amendment) Regulations 2020.

P. Development and implementation of a
Risk Management Policy

The main objective of Risk Management is risk reduction
and avoidance, as also identification of the risks faced
by the business and optimizing the risk management
strategies. The Company has put in place a well-
defined Risk Management framework. The Company
has constituted a Risk Management Committee even
though the constitution of the same does NOT apply
to the Company since it is mandatory only for the top
1000 listed Companies as per the listing regulations.
The Risk Management Committee assists the Board in
drawing up, implementing, monitoring, and reviewing
the Risk Management Plan. The Committee lays down
the Risk Assessment and Minimization Procedures and
it reviews the Procedures periodically to ensure that
the Executive Management controls the risks through
a properly defined framework.

The Company has also obtained certification for
ISO 14001 and ISO 45001 systems to take care of
critical operational areas. The Company has also
implemented Process Safety Management (PSM). We
are the first company in our industry to implement the
same.

We are continuing with the publishing of a
sustainability report, enhancing our commitment to
sustainable development.

Q. Technology absorption, Conservation of
energy and Research and development and
Foreign Exchange earning and Outgo

The detailed note on the technical absorption
and conversation of energy and research and
development and Foreign Exchange earning and
Outgo is annexed herewith as Annexure C.

R. Cost Records

Your Company is maintaining cost records and
reports pursuant to the Companies (Cost Records
and Audit) Rules, 2014, as amended prescribed by the
Central Government under sub-section (1) of Section
148 of the Companies Act, 2013.

AUDIT RELATED MATTERS

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration No
117366W/W-100018) were re-appointed as Statutory
Auditors of the Company for a term of 4 (four) years,
to hold office from the conclusion of the 13^th Annual
General Meeting held on 15^th September 2022 till the
conclusion of the 17^th Annual General Meeting on such
professional fees as may be fixed by the Board of
Directors as recommended by the Audit Committee
in consultation with them.

There are no qualifications or adverse remarks in the
Statutory Audit Report which require any explanation
from the Board of Directors.

B. Cost Auditor

As per Sec. 148 (6) of Companies Act, 2013 and rule
6(6) of the Companies (Cost Records and Audit)
Rules, 2014, the applicability of Cost audit is based
on the overall annual turnover of the company, from
all its products and services during the immediately
preceding financial year, being rupees one hundred
crores or more. Under Rule 3 of the same Regulations,
the maintenance of cost records applies to companies
whose aggregate turnover of the individual product
or products, or service or services is Rupees thirty-five
crores or more.

In conformity with the said provisions of the
Companies Act, 2013, the Company has appointed
M/s. Madhavan, Mohan & Associates, Cost Auditors,
as the Cost Auditor, for the audit of cost accounts for
your Company for the year ending 31^st March 2025.
The remuneration to be paid to him is being ratified at
this Annual General meeting.

There are no qualifications or adverse remarks in the
Cost Audit Report which require any explanation from
the Board of Directors.

C. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company
has appointed M/s. M Damodaran & Associates LLP,
Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Secretarial
Audit Report in Form No. MR-3 for the financial year
2024-2025, is annexed herewith, as Annexure F.

A Certificate from a Company Secretary in practice
that none of the directors on the board of the company
have been debarred or disqualified from being
appointed or continuing as directors of companies

by the Board/Ministry of Corporate Affairs or any such
statutory authority is annexed herewith, as Annexure G.

During the financial year ended 31^st March, 2025,
the following observations were submitted from the
Secretarial Auditor of the Company that needs the
response of the Board.

1. As per Regulation 17(1) (b) of SEBI LODR, where the
regular non-executive chairperson is a promoter
of the listed entity, at least half of the board of
directors of the listed entity shall consist of
independent directors.

"During the review period, the listed entity had 3
independent directors out of total 7 directors."

Response from the Board of Directors: The listed
entity has complied with said regulation 17(1) (b)
of SEBI LODR by appointing one more independent
director in the Board as on date of Secretarial
Audit Report.

2. As per Regulation 18(1) (b) of SEBI LODR, every
listed entity shall constitute a qualified and
independent audit committee with at least two-
thirds of the members of audit committee shall
be independent directors.

"The Audit Committee was not constituted with
at least two-thirds of the independent directors
during the period from April 01, 2024 to September
24, 2024 as required u/r. 18(1) (b) of SEBI LODR."

Response from the Board of Directors: The

Company has reconstituted the Audit Committee
in compliance with regulation 18 (1) (b) of SEBI
LODR as on date of Secretarial Audit Report.

The Company has paid fine amounting to
'' 3,56,000 as imposed by NSE under protest and
fine of '' 4,20,080 as imposed by BSE is subject to
protest.

Pursuant to the provisions of Regulation 24A and
other applicable provisions, if any, of the SEBI Listing
Regulations, read with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
and based on the recommendation of the Audit
Committee, the Board of Directors, at their meeting
held on May 14, 2025, approved the appointment
of M/s. M. Damodaran & Associates LLP, practicing
Company Secretaries (Firm Registration Number:
L2019TN006000), a peer-reviewed practicing
Company Secretaries, as the Secretarial Auditor of
the Company for a first term of five consecutive years
commencing from the Financial Year 2025-26 to
Financial Year 2029-30, subject to the approval of the
shareholders at the ensuing AGM.

D. Internal Financial Controls

Your Company has well-defined and adequate
internal controls and procedures, commensurate with
its size and the nature of its operations. This is further

strengthened by the Internal Audit done concurrently.
During the year, the Company got its internal controls
over financial reporting and risk management process
evaluated by independent consultants.

Besides, the Company has an Audit Committee,
comprising Independent and Non-Executive
Directors, which monitors systems, controls, financial
management, and operations of the Company.

The Audit Committee has evaluated the internal
financial controls and risk management system at its
meeting held on the following dates

Sl. No.	Date of Meeting
1.	22nd May 2024
2.	08th August 2024
3.	04th November 2024
4.	30th January 2025

E. Internal Auditor

The Board appointed M/s. V Sankar Aiyar & Co,
Chartered Accountants, as an internal auditor
for the Financial Year 2024-2025 based on the
recommendations of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees
viz. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, and Risk
Management Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations
2015 and the provision of Section 177(8) read with Rule
6 of the Companies (Meeting of Board and its Powers)
Rules 2014, the Company has duly constituted a
qualified and independent Audit Committee. The Audit
Committee of the Board consists of four "Independent
Directors" and Two "Non - Independent Directors" as
members having adequate financial and accounting
knowledge. The composition, procedures, powers, and
role/functions of the audit committee and its terms
of reference are set out in the Corporate Governance
Report forming part of the Boards Report.

During the period under review, the suggestions put
forth by the Audit Committee were duly considered
and accepted by the Board of Directors. There
were no instances of non-acceptance of such
recommendations.

The Audit Committee acts in accordance with the
terms of reference specified by the Board of Directors
in terms of Section 177(4) of the Act and in terms of
Regulation 18 of the SEBI (LODR) Regulations, 2015. It also
oversees the vigil mechanism and is obliged to take
suitable action against the Directors or employees
concerned, when necessary.

A detailed note on the Audit Committee is given in
the Corporate Governance Report forming part of the
Annual Report.

B. Nomination and Remuneration Committee

According to Section 178 of the Companies Act, 2013
and in terms of Regulation 19 of SEBI (LODR) Regulations,
2015, the Company has set up a Nomination and
Remuneration Committee which has formulated the
criteria for determining the qualifications, positive
attributes, and independence of a Director and
ensures that:

1) The level and composition of remuneration are
reasonable and sufficient to attract, retain and
motivate Directors having the quality required to
run the Company successfully.

2) The relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

3) Remuneration to Directors, key managerial
personnel, and senior management involves a
balance between fixed and variable pay, reflecting
short-term and long-term performance,
objectives appropriate to the working of the
Company and its goals.

The Nomination and Remuneration Policy of your
Company is set out and available on your company
website www.chemfabalkalis.com. A detailed note
on the Nomination and Remuneration Committee is
given in the Corporate Governance Report forming
part of the Annual Report.

C. Stakeholders'' Relationship Committee

A detailed note on the Stake Holders'' Relationship
Committee is given in the Corporate Governance
Report forming part of the Annual Report.

D. Risk Management Committee

The Company has constituted a Risk Management
Committee even though the constitution of Risk
Management Committee does NOT apply to the
Company since it is mandatory only for the top 1000
listed Companies as per the listing regulations. The
Risk Management Committee assists the Board in
drawing up, implementing, monitoring, and reviewing
the Risk Management Plan. The Committee lays down
Risk Assessment and Minimization Procedures and it
reviews the Procedures periodically to ensure that the
Executive Management controls the risks through the
properly defined framework.

E. Corporate Social Responsibility (CSR)
Committee

The Board has constituted the Corporate Social
Responsibility Committee in accordance with Section
135 of the Companies Act, 2013. The Company is
committed to operating in a socially responsible
manner in terms of protecting the environment and
conserving water resources and energy. Details of the
CSR Policy drawn up by the Company and the CSR

expenditure and initiatives were taken during the year
2024-25 are given in Annexure D to this Report.

OTHER MATTERS

A. Particulars of loans, guarantees, or
investments u/s 186 of the Companies Act,
2013

During the year under review, the details of loans,
guarantees or investments u/s 186 of the Companies
Act 2013 forms part of the financial statements for
financial year ended 31^st March, 2025 which includes
the Loan of '' 3,800 Lakhs (Principal '' 3,761.43 Lakhs
and interest at 8.80% net of TDS '' 38.57 Lakhs) which
was subsequently converted to Preference shares
additionally the Company has invested '' 600 Lakhs
towards subscription of 0.01% Cumulative Convertible
Preference Shares and the overall investment is
4,40,00,000 shares of '' 10 each in Chemfab Alkalis
Karaikal Limited, a Wholly Owned Subsidiary.

B. Remuneration details of Directors and
Employees

The Company''s policy on Directors'' appointment
and remuneration, including criteria for determining
qualification, positive attributes and independence
of a director and other matters provided under sub¬
section (3) of Section 178, is posted on our company''s
website in the following link https://chemfabalkalis.
com/investors/ and forms part of this Report pursuant
to the first proviso of Sec. 178 of the Companies
Act 2013.

C. Debentures

During the year under review, the Company has not
issued any debentures. As of date, the Company does
not have any outstanding debentures.

D. Bonus Shares

During the year under review, the Company has not
issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including
IND AS accounting adjustment entries and interest
accrued of '' 8,101.34 Lakhs during the financial Year
ended March 31, 2025.

F. Deposits

The Company has not accepted any deposits in terms
of Chapter V of the Companies Act, 2013 read with
the Companies (Acceptance of Deposit) Rules, 2014,
during the year under review and as such, no amount
on account of principal or interest on public deposits
was outstanding as of the balance sheet date.

G. Transfer to Investor Education and
Protection Fund

The details of the transfer of unclaimed dividends
and the shares for seven consecutive years to the
Investor Education and Protection Fund are given

in the Corporate Governance Report forming part
of the Annual Report, which is also available on the
company''s website.

H. Credit Ratings

India Ratings has assigned initial rating of "IND A-/
Stable" for Long term Bank facilities; and "IND A2 " for
Short term Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations
24 to 27 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, a detailed report
on Corporate Governance is annexed to this
report as Annexure H along with a Certificate from
M/s. M. Damodaran & Associates LLP, Practicing
Company Secretaries, Chennai affirming compliance
with the said Code which is appended as Annexure I.

J. Code of conduct for Directors and Senior
Management

The Board of Directors had adopted a code of
conduct for the Board Members and employees
of the company. This Code helps the Company to
maintain the standard of Business Ethics and ensure
compliance with the legal requirements of the
Company.

The Code is aimed at preventing any misconduct and
promoting ethical conduct at the Board level and by
employees. The Compliance Officer is responsible to
ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which
is expected to be followed by the Directors and the
designated employees in their business dealings and
in particular on matters relating to integrity in the
workplace, in business practices, and in dealing with
stakeholders.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.

K. Management Discussion and Analysis
Report

In accordance with the requirement of the Listing
Regulations, the Management Discussion and
Analysis Report is presented in a separate section,
which forms an integral part of this Annual Report.

L. Disclosure on Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place a Sexual Harassment Policy
in line with the requirement of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Internal Compliant Committee (ICC) has been set up
to redress the complaints received in connection with
sexual harassment in any form.

All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

a. Number of complaints filed during the financial
year: NIL

b. Number of complaints disposed of during the
financial year: NIL

c. Number of complaints pending as of the end of
the financial year: NIL

M. Vigil Mechanism

The Company has established a vigil mechanism,
also called the Whistle Blower Policy, which has
been adopted by the Board, applicable to Directors
and employees, to report concerns about unethical
behaviour, actual or suspected fraud or violation of
the Company''s Code of Conduct or Ethics Policy. It
provides adequate safeguards against victimization
of persons who use such mechanism and makes
provision for direct access to the Chairperson of
the Audit Committee in appropriate or exceptional
cases. The confidentiality of Whistle Blower shall
be maintained to the greatest extent possible.
Details of the vigil mechanism are available on our
Company''s website.

N. Annual Return - MGT - 7

As per the provisions of Section 134(3)(a) of the
companies Act, 2013, the Annual Return of the
Company is available on our website at www.
chemfabalkalis.com/investors

O. Employees'' Stock Option Scheme

The Company has adopted two Employees'' Stock
Option Schemes:

i. Chemfab Alkalis Employees'' Stock Option Scheme

- 2015 ("CAESOS -2015") and

ii. Chemfab Alkalis Employees'' Stock Option Scheme

- 2020 ("CAESOS -2020").

Your Company has received a certificate from the
Secretarial Auditors of the Company that ESOP
Schemes viz., CAESOS -2015 and CAESOS -2020 has
been implemented in accordance with Regulation
13 of the SEBI (Share Based Employee Benefits)
Regulations, 2014 and the resolution(s) passed by the
Members of the Company

i. Chemfab Alkalis Employees'' Stock Option
Scheme 2015

The Shareholders of the Amalgamated entity
Chemfab Alkalis Limited had approved the Employees''
Stock Option Scheme titled "CAESOS - 2015" through
Postal Ballot on March 05, 2016. "CAESOS-2015"
complies with SEBI (Share Based Employee Benefits)
Regulations, 2014. The details as required under the
SEBI regulations is part of the financial statements of
this Annual Report.

During the year under review, there were no ESOPs
granted or equity allotted upon conversion of option
under said Plan.

ii. Chemfab Alkalis Employees'' Stock Option
Scheme 2020

At the 11^th Annual General Meeting held on 29^th July
2020, the Shareholders approved Employee Stock
Option Scheme (''CAESOS -2020'') covering 4,00,000
equity shares. There have been no material changes
to the Scheme during the year under review. The
relevant disclosures pursuant to Rule 12 (9) of the
Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of SEBI (Share Based Employee
Benefits) Regulations, 2014 is forming part of the
financial statements of this Annual report.

Your Company has received a certificate from the
Secretarial Auditors of the Company that ESOP
Schemes viz., CAESOS -2015 and CAESOS -2020 has
been implemented in accordance with Regulation
13 of the SEBI (Share Based Employee Benefits)
Regulations, 2014 and the resolution(s) passed by the
Members of the Company is given in Annexure J.

During the Financial Year 2024-2025 the Company
has allotted 1,37,100 equity shares under ''CAESOS
-2020'' scheme.

P. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA)
circulars dated April 08, 2020, April 13, 2020, and May
05, 2020, and other circulars issued from time to
time, the Company is providing the facility of remote
e-voting to its members in respect of the business
to be transacted at the AGM. Electronic copies of the
Annual Report 2024-2025 and Notice of the fourteen
(16^th) Annual General Meeting are sent to all the
members whose email addresses are registered with
the Company/Depository Participant(s). Further, the
soft copy of the Annual Report (in pdf format) is also
available on our website https://chemfabalkalis.com/
investors/

Pursuant to Section 108 of the Companies Act,
2013, Rule 20 of the Companies (Management and
Administration) Rules, 2014, and Listing Regulations,
the Company is providing an e-voting facility to all
members to enable them or their nominees to cast
their votes electronically on all resolutions outlined in
the notice. The instructions for e-voting are provided
in the notice.

Q. Statement on Secretarial Standards

The Company is adopting compliances of applicable
secretarial standards and other secretarial standards
to ensure good governance.

R. Human Resources

Employee relations continue to be cordial and
harmonious at all levels and in all the divisions of the

Company. The Board of Directors would like to express
their sincere appreciation to all the employees for
their continued hard work and dedication.

The number of Direct employees as of March 31, 2025,
was 213. The table containing the names and other
particulars of employees in accordance with the
provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) and 5 (2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is appended as Annexure E to
the Board''s Report.

S. Details of application made or proceedings
under IBC 2016 during the year

The Company has not applied any application under
Insolvency and Bankruptcy code,2016.

T. Details of one-time settlement and the
valuation done while taking loan from Banks
and Financial Institutions

The company has not entered into a one-time
settlement with any Banks & Financial Institutions
during the Financial Year 2024-25.

ACKNOWLEDGMENT

The Directors thank the Shareholders, Customers,
Dealers, Suppliers, Bankers, Financial Institutions
and all other business associates for their continued
support to the Company and the confidence
reposed in its Management. The Directors also
thank the Government authorities for their co¬
operation. The Directors wish to record their sincere
appreciation of the significant contribution made
by the CCAL mates at all levels to its successful
operations.

By Order of the Board of Directors
For Chemfab Alkalis Limited

Sd/-

Suresh Krishnamurthi Rao,

Place: Chennai Chairman

Date: 31^st July 2025 DIN: 00127809

---

Mar 31, 2024

Your Directors have the pleasure of presenting the 15th Annual Report of Chemfab Alkalis Limited along with the Audited Standalone and consolidated financial statements for the Financial Year Ended 31st March 2024.

The summarized financial results are as under:

Financial Summary:

	Consolidated		Standalone
Particulars	(J In Lakhs)		(J In Lakhs)
	Year ended. Year ended.		Year ended. Year ended.
	31 March 2024 31 March 2023		31 March 2024 31 March 2023
Summary of Profit and Loss Statement:
Total Revenue	32,729.68	33,136.46	32,728.78	33,136.46
Profit before Finance Cost and Depreciation	6,243.95	11,599.42	6,540.77	11,752.09
Less: Finance Cost	94.22	24.48	93.08	23.63
Profit before Depreciation	6,149.73	11,574.94	6,447.69	11,728.46
Less: Depreciation and amortization	2,235.08	2,293.12	2,185.01	2,288.17
Profit Before Exceptional Items	3,914.65	9,281.82	4,262.68	9,440.29
Exceptional Items	-	-337.96	-	-337.96
Profit before Tax	3,914.65	8,943.86	4,262.68	9,102.33
Less: Tax including Deferred Tax	1,282.34	2,485.53	1,263.96	2,480.60
Profit/(Loss) after Tax	2,632.31	6,458.33	2,998.72	6,621.73
Other Comprehensive Income/(Loss)	21.94	-64.27	21.94	-64.27
Total Comprehensive Income/(Loss)	2,654.25	6,394.06	3,020.66	6,557.46
Summary of Retained Earnings Movement:
Balance brought forward from last year	-1,320.62	-7,535.95	-1,124.53	-7,503.26
Add: Profit/(Loss) after Tax	2,632.31	6,458.33	2,998.72	6,621.73
Add: Other Comprehensive Income	16.20	-66.29	16.20	-66.29
Less: Appropriations
Final Dividend	177.41	176.71	177.41	176.71
Tax on Dividend	-	-	-	-
Balance Carried to Balance Sheet	1,150.48	-1,320.62	1,712.98	-1,124.53

Performance and State of Affairs of the Company:

The Overall performance of the Company, including the financial performance of the Company has been provided under the management section, forming part of this annual report.

Dividend:

Your directors recommended the payment of Dividend of Rs

1.25/- per share for the year ended March 31,2024, absorbing a sum of H 177.83 Lakhs considering shares outstanding as on 31 March 2024, subject to the approval of the Members at the ensuing Annual General Meeting.

Transfer of profit to reserves:

The Company has not proposed transferring any of its profits to reserves.

Material Changes during the reporting period:

No material changes have occurred, or any commitments made between the financial period ended 31st March 2024 and the date of this report, which would adversely affect the financial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of a NonExecutive Chairman who is a promoter of the Company. Along with him on the Board there are Seven Non -Executive Directors, including four Independent Directors. The Company has two women Independent Directors. The composition of the Board of Directors is in compliance with Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under section 149(7) of the Companies Act, 2013 stating that they have meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Mr. T Ramabadhran, Non - Executive - Independent Director of the Company, vacated the office on account of completion of his tenure of second term as the Independent Director of

the Company. The Vacation of office was given effect only after the close of business hours of 31st March 2024.

All the four Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 and Regulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.

B. Meetings

The Registration details are as below:

Sl. No	Name of the Director	Registration number
01.	Mr. T. Ramabadhran	IDDB-DI-202002-007333
02.	Mr. A. Janakiraman	IDDB-DI-202002-007989
03.	Mrs. J. Sujatha Jayarajan	IDDB-DI-201912-001692
04.	Mrs. R. Drushti Desai	IDDB-DI-202002-015500

Category	Name of Directors
Non - Independent Directors	Mr. Suresh Krishnamurthi Rao Mr. C S Ramesh Mr. R Mahendran Mr. Nitin S Cowlagi
Independent Directors	Mr. A Janakiraman Mrs. Drushti Desai Mrs. Sujatha Jayarajan Mr. T Ramabadhran

Board Composition:

The Board is well balanced with the composition of four Non- Independent Directors and four Independent Directors (including two Women Independent directors).

The number of Board Meetings held during the year along with the dates of the meetings:

(Disclosure pursuant to 134 (3)(b) of the

Companies Act, 2013).

During the Financial Year 2023-2024, the Board of Chemfab Alkalis Limited met Five times as under:

Sl. No	Dates of meetings of the Board	Quarter	No. of Directors on the Date of Meeting	Total No. of Directors attended
1.	03rd April 2023	First	8	8
2.	18th May 2023	First	8	8
3.	27th July 2023	Second	8	8
4.	26th October 2023	Third	8	8
5.	08th February 2024	Fourth	8	8

The meetings of the Board were held periodically, with an interval of not more than one hundred and twenty days between two consecutive meetings, as prescribed under Section 173(1) of the Act.

C. Re-appointment of Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Nitin S Cowlagi (DIN: 06703283) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Nitin S Cowlagi (DIN: 06703283) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee are also aligned with the requirements of Regulations 18 to 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

A detailed note on the Committees is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 state that the performance evaluation of each Independent Director shall be done by the entire Board of Directors excluding the Director being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) regulations, 2015, the Board has carried out an evaluation of its performance, the Directors individually as well as its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

F. Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms, that -

(a) In the preparation of the Annual Accounts for the financial year ended 31st March 2024, the applicable Accounting Standards and Schedule III of the Act have been followed and there are no material departures.

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year 2023-2024.

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts on a going-concern basis.

(e) They have laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

G. Changes in Directors and Key Managerial Personnel

Mr. T Ramabadhran, Non - Executive - Independent Director of the Company, vacated the office on account of completion of his tenure of second term as the Independent Director of the Company. The Vacation of office was given effect only after the close of business hours of 31st March 2024.

There was no change in the Key Managerial Personnel.

H. Changes in Subsidiaries, Joint Ventures, and Associates

There were no changes in the Subsidiaries, Joint ventures, and Associates during the financial year 2023-2024.

I. Significant or Material Orders Passed by Regulators / Courts

There were no significant or material orders passed by any regulator/ court during the reporting period.

J. Declaration by Independent Directors

The Company has received necessary declarations from Mr. T. Ramabadhran, Mr. A. Janakiraman, Mrs. Sujatha Jayarajan, and Mrs. Drushti Desai independent directors, under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 and their Declarations have been taken on record.

K. Details in respect of Frauds

The Company’s auditors’ report does not have any statement on suspected fraud in the company’s operations to explain as per Sec. 134(3) (ca) of the Companies Act 2013.

L. Fixed Deposits:

During the year under review, the Company did not raise funds, by way of fixed deposits, from the public.

M. Details of contracts or arrangements with related parties:

The details of contracts or arrangements entered into with related parties along with justification for entering into such contract or arrangement, referred to in sub-section (1) of section 188 in the prescribed form no. AOC 2 is given in Annexure C of this report.

N. Code of Conduct for prevention of Insider Trading:

The Company has a policy viz., “Code of Conduct for prevention of Insider Trading” and the same has been posted on its website www.chemfabalkalis.com. The Company also monitors insider trading activities through vigilant software in accordance with Regulation 5(3) of SEBI (LODR) (Amendment) Regulations 2020.

O. Development and implementation of a Risk Management Policy:

The main objective of Risk Management is risk reduction and avoidance, as also identification of the risks faced by the business and optimizing the risk management strategies. The Company has put in place a well-defined Risk Management framework. The Company has constituted a Risk Management Committee even though the constitution of the same does NOT apply to the Company since it is mandatory only for the top 1000 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring, and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through a properly defined framework.

The Company has also obtained certification for ISO 14001 and OHSAS 18001 systems to take care of critical operational areas. The Company has also implemented Process Safety Management (PSM). We are the first company in our industry to implement the same.

We are continuing with the publishing of a sustainability report, enhancing our commitment to sustainable development.

P. Technology absorption, Conservation of energy and Research and development:

The detailed note on the technical absorption and conversation of energy and research and development is given in the Management Section, which is forming part of the Annual Report.

Q. Cost Records

Your Company is maintaining cost records and reports pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

AUDIT RELATED MATTERS:

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration No 117366W /W-100018) were re-appointed as Statutory Auditors of the Company for a term of 4 (four) years, to hold office from the conclusion of the 13th Annual General Meeting held on 15th September 2022 till the conclusion of the 17th Annual General Meeting on such professional fees as may be fixed by the Board of Directors as recommended by the Audit Committee in consultation with them.

There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

B. Cost Auditor:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, the applicability of Cost audit is based on the overall annual turnover of the company, from all its products and services during the immediately preceding financial year, being rupees one hundred crores or more. Under Rule 3 of the same Regulations, the maintenance of cost records applies to companies whose aggregate turnover of the individual product or products, or service or services is Rupees thirty-five crores or more.

In conformity with the said provisions of the Companies Act, 2013, the Company has appointed M/s. Madhavan, Mohan & Associates, Cost Auditors, as the Cost Auditor, for the audit of cost accounts for your Company for the year ending 31st March 2024. The remuneration to be paid to him is being ratified at this Annual General meeting.

There are no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

C. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Damodaran & Associates LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form No.MR.3 for the financial year 2023-2024, is annexed herewith, as Annexure - H

A Certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith, as Annexure - J.

There were no adverse remarks/observations from the Statutory Auditor or the Secretarial Auditor of the Company that needs the response of the Board.

D. Internal Financial Controls:

Your Company has well-defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent consultants.

Besides, the Company has an Audit Committee, comprising Independent and Non-Executive Directors, which monitors systems, controls, financial management, and operations of the Company.

The Audit Committee at its meeting held on 18th May 2023, has evaluated the internal financial controls and risk management system.

E. Internal Auditor:

The Board appointed M/s. V. Shakar Aiyar, Chartered Accountants, as an internal auditor for the Financial Year 2024-2025 based on the recommendations of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consists of four “Independent Directors” and Two “Non - Independent Directors” as members having adequate financial and accounting knowledge. The composition, procedures, powers, and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of nonacceptance of such recommendations.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of Regulation 18 of the SEBI (LODR) Regulations, 2015. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary.

A detailed note on the Audit Committee is given in the Corporate Governance Report forming part of the Annual Report.

B. Nomination and Remuneration Committee:

According to Section 178 of the Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations, 2015, the Company has set up a Nomination and Remuneration Committee which has formulated the criteria for determining the qualifications, positive attributes, and independence of a Director and ensures that:

1) The level and composition of remuneration are reasonable and sufficient to attract, retain and motivate Directors having the quality required to run the Company successfully.

2) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3) Remuneration to Directors, key managerial personnel, and senior management involves a balance between fixed and variable pay, reflecting short-term and long-term performance, objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of your Company is set out and available on your company website www. chemfabalkalis.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

C. Stakeholders’ Relationship Committee:

A detailed note on the Stake Holders’ Relationship Committee is given in the Corporate Governance Report forming part of the Annual Report.

D. Risk Management Committee:

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee does NOT apply to the Company since it is mandatory only for the top 1000 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring, and reviewing the Risk Management Plan. The Committee lays down Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through the properly defined framework.

E. Corporate Social Responsibility (CSR) Committee:

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operating in a socially responsible manner in terms of protecting the environment and conserving water resources and energy. Details of the CSR Policy drawn up by the Company and the CSR expenditure and initiatives were taken during the year 2023-24 are given in Annexure - E to this Report.

OTHER MATTERS

A. Particulars of loans, guarantees, or investments u/s 186 of the Companies Act, 2013

During the year under review, the Company did not provide any loans, guarantees or investments u/s 186 of the Companies Act 2013.

During the Financial Year under review the Company has invested H 6,300 Lakhs towards subscription of 6,30,00,000 shares of H 10 each in the form of 0.01% Cumulative Convertible Preference Shares in Chemfab Alkalis Karaikal Limited, a Wholly Owned Subsidiary.

B. Remuneration details of Directors and Employees

The Company’s policy on Directors’ appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under sub-section (3) of section 178, is posted on our company’s website in the following link https://chemfabalkalis.com/investors/ and forms part of this Report pursuant to the first proviso of Sec. 178 of the Companies Act 2013.

C. Debentures

During the year under review, the Company has not issued any debentures. As of date, the Company does not have any outstanding debentures.

D. Bonus Shares

During the year under review, the Company has not issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including IND AS accounting adjustment entries and interest accrued of H 1,832.29 Lakhs during the financial Year ended March 31,2024.

F. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

G. Transfer to Investor Education and Protection Fund

The details of the transfer of unclaimed dividends and the shares for seven consecutive years to the Investor Education and Protection Fund are given in the Corporate Governance Report forming part of the Annual Report, which is also available on the company’s website.

H. Credit Ratings

CARE has re-affirmed its rating of “CARE A - Stable” for Long term Bank facilities; and “CARE A2 ” for Short term Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure - G along with a Certificate from M/s. M. Damodaran & Associates LLP, Practicing Company Secretaries. affirming compliance with the said Code which is appended as Annexure - I.

J. Code of conduct for Directors and Senior Management:

The Board of Directors had adopted a code of conduct for the Board Members and employees of the company. This Code helps the Company to maintain the standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any misconduct and promoting ethical conduct at the Board level and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

K. Management Discussion and Analysis Report

In accordance with the requirement of the Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report, which is appended as Annexure - A.

L. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Compliant Committee (ICC) has been set up to redress the complaints received in connection with sexual harassment in any form.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as of the end of the financial year - NIL

M. Vigil Mechanism:

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board, applicable to Directors and employees, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. It provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The confidentiality of Whistle Blower shall be maintained to the greatest extent possible. Details of the vigil mechanism are available on our Company’s website.

N. Annual Return - MGT - 7

As per the provisions of section 134(3)(a) of the companies Act, 2013, the Annual Return of the Company is available on our website at www.chemfabalkalis.com/investors

O. Employees’ Stock Option Scheme 2015

The Shareholders of the Amalgamated entity Chemfab Alkalis Limited had approved the Employees’ Stock Option Scheme titled “CAESOS - 2015” through Postal Ballot on March 05, 2016. “CAESOS-2015” complies with SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on our website www. chemfabalkalis.com.

The purpose of the Scheme is:

i) to attract, retain and motivate talented and critical employees.

ii) to encourage employees to align individual performance with the Company’s objectives, and

iii) to reward employee performance with ownership.

The details of CAESOS - 2015 form part of the Notes to Accounts of the Financial Statements in this Annual Report.

As per the approval given by the Shareholders of Chemfab Alkalis Limited, the Options granted to the employees of the amalgamated Company Chemfab Alkalis Limited also carry the eligibility of application of the Swap ratio of 10:7 (i.e., 10 shares of H 10 each for every 7 shares of H 5 each held) mentioned in the Scheme of Amalgamation of erstwhile Chemfab Alkalis Limited to the Company approved by the NCLT vide its Order dated 30.03.2017. Shares allotted during the reporting period under the employee stock option scheme are as provided below:

Particulars	No. of shares allotted
During the FY 2018 - 19	60,000
During the FY 2019 - 20	59,000
During the FY 2020 - 21	1,19,999
Total shares allotted under	2,38,999
CAESOS - 2015

Price at which shares were issued: H 52.43

Diluted EPS - H 46.26/- (Standalone), Diluted EPS -H 45.12/- (Consolidated)

Equity Shares with differential voting rights: NA; Sweat Equity Shares: NA

Details of voting rights not exercised: NA.

P. Employees’ Stock Option Scheme 2020

At the 11th Annual General Meeting held on 29th July 2020, the Shareholders approved Employee Stock Option Scheme (‘CAESOS -2020’) covering 4,00,000 equity shares. There have been no material changes to the Scheme during the year under review. The relevant disclosures pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 is forming part of Annual report.

Your Company has received a certificate from the Secretarial Auditors of the Company that ESOP Schemes viz., CAESOS -2015 and CAESOS -2020 has been implemented in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution(s) passed by the Members of the Company.

During the Financial Year 2023-2024 the Company has allotted 44,600 equity shares under Employee Stock Option Scheme (‘CAESOS -2020’).

Q. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA) circulars dated April 08, 2020, April 13, 2020, and May 05, 2020, the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. Electronic copies of the Annual Report 2023-2024 and Notice of the fifteenth 15th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https:// chemfabalkalis.com/investors/

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing an e-voting facility to all members to enable them or their nominees to cast their votes electronically on all resolutions outlined in the notice. The instructions for e-voting are provided in the notice.

R. Statement on Secretarial Standards

The Company is adopting compliances of applicable secretarial standards and other secretarial standards to ensure good governance.

S. Human Resources

Employee relations continue to be cordial and harmonious at all levels and in all the divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

The number of Direct employees as of March 31, 2024, was 210. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - F to the Board’s Report.

T. Details of application made or proceedings under IBC 2016 during the year:

The Company has not applied any application under Insolvency and Bankruptcy code,2016.

U. Details of one-time settlement and the valuation done while taking loan from Banks and Financial Institutions:

The company has not entered into a one-time settlement with any Banks & Financial Institutions during the Financial Year 2023-24.

Acknowledgment

The Directors thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the CCAL mates at all levels to its successful operations

By Order of the Board of Directors For Chemfab Alkalis Limited

Sd/-

Suresh Krishnamurthi Rao,

Place: Chennai Chairman

Date: 08th August 2024 DIN: 00127809

---

Mar 31, 2023

Your Directors have the pleasure of presenting the 14^th Annual Report of Chemfab Alkalis Limited along with the Audited Standalone and consolidated financial statements for the Financial Year Ended 31^st March 2023.

The summarized financial results are as under:

Financial Summary:

Particulars	Consolidated (Rs. In Lakhs)		Standalone (Rs. In Lakhs)
	Year ended. 31 March 2023	Year ended. 31 March 2022	Year ended. 31 March 2023	Year ended. 31 March 2022
Summary of Profit and Loss Statement:
Total Revenue	33,136.46	27,158.95	33,136.46	27,158.95
Profit before Finance Cost and Depreciation	11,599.42	6,233.62	11,752.09	6,242.04
Less: Finance Cost	24.48	101.30	23.63	101.30
Profit before Depreciation	11,574.94	6,132.32	11,728.46	6,140.74
Less: Depreciation and amortization	2,293.12	2,222.13	2,288.17	2,222.13
Profit Before Exceptional Items	9,281.82	3,910.19	9,440.29	3,918.61
Exceptional Items	(337.96)	-	(337.96)	-
Profit before Tax	8,943.86	3,910.19	9,102.33	3,918.61
Less: Tax including Deferred Tax	2,485.53	1,035.51	2,480.60	1,034.77
Profit/(Loss) after Tax	6,458.33	2,874.68	6,621.73	2,883.84
Other Comprehensive Income/(Loss)	(64.27)	45.69	(64.27)	45.69
Total Comprehensive Income/(Loss)	6,394.06	2,920.37	6,557.46	2,929.53
Summary of Retained Earnings Movement:
Balance brought forward from last year	(7,535.95)	(10,455.05)	(7,503.26)	(10,431.52)
Add: Profit/(Loss) after Tax	6,458.33	2,874.68	6,621.73	2,883.84
Add: Other Comprehensive Income	(66.29)	44.42	(66.29)	44.42
Less: Appropriations
Final Dividend	(176.71)	-	(176.71)	-
Tax on Dividend	-	-	-	-
Balance Carried to Balance Sheet	(1,320.62)	(7,535.95)	(1,124.53)	(7,503.26)

Performance and State of Affairs of the Company:

During the year, the Product realization for the Chemical Division continued to remain strong until the end of Q3. The prices started softening from Q4. This was offset to some extent by a sharp increase Industrial Grade Salt prices. We have secured, during the year approval for an increase in

capacity to 180 TPD from 155 TPD. This increase will be effectuated from June 24 post completion of refurbishment of the Plant.

Visibility on the demand for the PVCO pipes during the year increased significantly as more State Water Boards have approved inclusion of PVCO Pipes in the projects. The impact in terms of order booking and Revenue will happen during FY 23-24. During the year, PVC Resin prices have undergone sharp correction and have come back to Pre-COVID levels.

During the year under review, the Company achieved a Revenue of Rs. 33,136.46 Lakhs and profit after Tax of Rs. 6,458.33 Lakhs.

Dividend:

Your directors recommended payment of Dividend of Rs

1.25/- per share for the year ended March 31, 2023, absorbing a sum of Rs. 177.28 Lakhs, considering shares outstanding as on 31 March 2023, subject to the approval of the Members at the ensuing Annual General Meeting.

Transfer of profit to reserves:

The Company has not proposed to transfer any of its profits to reserves.

Material Changes during the reporting period:

No material changes have occurred, or any commitments made between the financial period ended 31^st March 2023 and the date of this report, which would adversely affect the financial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of a Non- Executive Chairman who is a promoter of the Company. Along with him, on the Board, there are Seven Non - Executive Directors, including four Independent Directors. The Company has two women Independent Directors. The composition of the Board of Directors is in compliance with Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under section 149(7) of the Companies Act, 2013 stating that they have meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

All the four Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

The Registration details are as below:

Sl. No	Name of the Director	Registration number
01.	Mr. T. Ramabadhran	IDDB-DI-202002-007333
02.	Mr. A. Janakiraman	IDDB-DI-202002-007989
03.	Mrs. J. Sujatha Jayarajan	IDDB-DI-201912-001692
04.	Mrs. R. Drushti Desai	IDDB-DI-202002-015500

Board Composition:

The Board is well balanced with the composition of four Non- Independent Directors and four Independent Directors (including two Women Independent directors).

Category	Name of Directors
Non - Independent Directors	Mr. Suresh Krishnamurthi Rao Mr. C S Ramesh Mr. R Mahendran Mr. Nitin S Cowlagi
Independent Directors	Mr. A Janakiraman Mrs. Drushti Desai Mrs. Sujatha Jayarajan Mr. T Ramabadhran

Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 and Regulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.

B. Meetings

The number of Board Meetings held during the year along with the dates of the meetings: (Disclosure pursuant to 134 (3)(b) of the Companies Act, 2013).

During the Financial Year 2022-2023, the Board of Chemfab Alkalis Limited met Six times as under:

Sl. No	Dates of meetings of the Board	Quarter	No. of Directors on the date of Meeting	Total No. of Directors attended
1.	02.05.2022	First	8	6
2.	25.05.2022	First	8	6
3.	27.07.2022	Second	8	8
4.	11.08.2022	Second	8	8
5.	03.11.2022	Third	8	8
6.	07.02.2023	Fourth	8	8

The meetings of the Board were held periodically, with an interval of not more than one hundred and twenty days between two consecutive meetings, as prescribed under Section 173(1) of the Act.

C. Re-appointment of Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. C. S Ramesh (DIN-00019178) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. C. S Ramesh (DIN-00019178) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee are also aligned with the requirements of Regulations 18 to 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

A detailed note on the Committees is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 state that the performance evaluation of each Independent Director shall be done by the entire Board of Directors excluding the Director being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) regulations, 2015, the Board has carried out an evaluation of its performance, the Directors individually as well as its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

F. Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms, that -

(a) In the preparation of the Annual Accounts for the financial year ended 31^st March 2023, the applicable Accounting Standards and Schedule III of the Act have been followed and there are no material departures.

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year 2022-2023.

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts on a going-concern basis.

(e) They have laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

G. Changes in Directors and Key Managerial Personnel

During the year there is no change in the composition of Board of Directors and Key Managerial Personnel of the Company.

H. Changes in Subsidiaries, Joint Ventures, and Associates

There were no changes in the Subsidiaries, Joint ventures, and Associates during the financial year 2022-2023.

I. Significant or Material Orders Passed by Regulators / Courts

There were no significant or material orders passed by any regulator/ court during the reporting period.

J. Declaration by Independent Directors

The Company has received necessary declarations from Mr. T. Ramabadhran, Mr. A. Janakiraman, Mrs. Sujatha Jayara-jan, and Mrs. Drushti Desai independent directors, under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and their Declarations have been taken on record.

K. Details in respect of Frauds

The Company’s auditors’ report does not have any statement on suspected fraud in the company’s operations to explain as per Sec. 134(3) (ca) of the Companies Act 2013.

L. Fixed Deposits:

During the year under review, the Company did not raise funds, by way of fixed deposits, from the public.

M. Details of contracts or arrangements with related parties:

The details of contracts or arrangements entered into with related parties, along with justification for entering into such contract or arrangement, referred to in sub-section (1) of section 188 in the prescribed form no. AOC 2, are given in Annexure C of this report.

N. Code of Conduct for prevention of Insider Trading:

The Company has a policy viz., “Code of Conduct for prevention of Insider Trading” and the same has been posted on its website www.chemfabalkalis.com. The Company also monitors insider trading activities through vigilant software in accordance with the Regulation 5(3) of SEBI (LODR) (Amendment) Regulations 2020.

O. Development and implementation of a Risk Management Policy:

The main objective of Risk Management is risk reduction and avoidance, as also identification of the risks faced by the business and optimizing the risk management strategies. The Company has put in place a well-defined Risk Management framework. The Company has constituted a Risk Management Committee even though the constitution of the same does NOT apply to the Company since it is mandatory only for the top 1000 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring, and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through a properly defined framework.

The Company has also obtained certification for ISO 14001 and OHSAS 18001 systems to take care of critical operational areas. The Company has also implemented Process Safety Management (PSM). We are the first company in our industry to implement the same.

We are continuing with the publishing of a sustainability report, enhancing our commitment to sustainable development.

P. Technology absorption, Conservation of energy and Research and development:

The Company has an in-house Research and Development Department, where the main areas of focus are Energy Conservation, Process Up-gradation, and Environmental Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India, has recognized the Company’s in-house R&D facilities.

The Company has a sophisticated Quality Assurance (QA) Laboratory accredited by NABL in accordance with the requirements of ISO/IEC 17025-2017. Samples from various Chlor- Alkali Industries in India are being analysed at CCAL - QA Laboratory

The Company continues to take all possible steps to conserve energy in every area of its operations. A brief write-up on Conservation of Energy and Technology Absorption is given in Annexure D.

Q. Cost Records

Your Company is maintaining cost records and reports pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

AUDIT RELATED MATTERS:

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration No 117366W /W-100018) were re-appointed as Statutory Auditors of the Company for a term of 4 (four) years, to hold office from the conclusion of the 13^th Annual General Meeting held on 15^th September 2022 till the conclusion of the 17^th Annual General Meeting on such professional fees as may be fixed by the Board of Directors as recommended by the Audit Committee in consultation with them.

There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

B. Cost Auditor:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, the applicability of Cost audit is based on the overall annual turnover of the company, from all its products and services during the immediately preceding financial year, being rupees one hundred crores or more. Under Rule 3 of the same Regulations, the maintenance of cost records applies to companies whose aggregate turnover of the individual product or products or service or services is Rupees thirty-five crores or more.

In conformity with the said provisions of the Companies Act, 2013, the Company has appointed M/s. Madhavan, Mohan & Associates, Cost Auditors, as the Cost Auditor, for the audit of cost accounts for your Company for the year ending 31^st March 2023. The remuneration to be paid to him is being ratified at this Annual General meeting.

There are no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

C. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Damodaran & Associates LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form No.MR.3 for the financial year 2022-2023, is annexed herewith, as Annexure - H

A Certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith, as Annexure - I.

There were no adverse remarks/observations from the Statutory Auditor or the Secretarial Auditor of the Company that needs the response of the Board.

D. Internal Financial Controls:

Your Company has well-defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent consultants.

Besides, the Company has an Audit Committee, comprising Independent and Non-Executive Directors, which monitors systems, controls, financial management, and operations of the Company.

The Audit Committee at its meeting held on 25^th May 2022, has evaluated the internal financial controls and risk management system.

E. Internal Auditor:

The Board appointed, M/s. Mukesh Manish & Kalpesh, Chartered Accountants as an internal auditor for the Financial Year 2022-23 based on the recommendations of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consists of four “Independent Directors” and Two “Non - Independent Directors” as members having adequate financial and accounting knowledge. The composition, procedures, powers, and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by

the Board of Directors. There were no instances of non-acceptance of such recommendations.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of Regulation 18 of the SEBI (LODR) Regulations, 2015. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary.

A detailed note on the Audit Committee is given in the Corporate Governance Report forming part of the Annual Report.

B. Nomination and Remuneration Committee:

According to Section 178 of the Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations, 2015, the Company has set up a Nomination and Remuneration Committee which has formulated the criteria for determining the qualifications, positive attributes, and independence of a Director and ensures that:

1) The level and composition of remuneration are reasonable and sufficient to attract, retain and motivate Directors having the quality required to run the Company successfully.

2) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3) Remuneration to Directors, key managerial personnel, and senior management involves a balance between fixed and variable pay, reflecting short-term and longterm performance, objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of your Company is set out and available on your company website www. chemfabalkalis.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

C. Stakeholders’ Relationship Committee:

A detailed note on the Stake Holders’ Relationship Committee is given in the Corporate Governance Report forming part of the Annual Report.

D. Risk Management Committee:

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee does NOT apply to the Company since it is mandatory only for the top 1000 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring, and reviewing the Risk Management Plan. The Committee lays down Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through a properly defined framework.

E. Corporate Social Responsibility (CSR) Committee:

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operating in a socially responsible manner in terms of protecting the environment and conserving water resources and energy. Details of the CSR Policy drawn up by the Company and the CSR expenditure and initiatives were taken during the year 202223 are given in Annexure - E to this Report.

OTHER MATTERS

A. Particulars of loans, guarantees, or investments u/s 186 of the Companies Act, 2013

During the year under review, the Company did not provide any loans, guarantees or investments u/s 186 of the Companies Act 2013.

During the Financial Year under review the Company has invested Rs. 3,117 Lakhs towards subscription to 3,11,70,000 shares of Rs. 10 each in the form of 0.01% Cumulative Convertible Preference Shares in Chemfab Alkalis Karaikal Limited, a Wholly Owned Subsidiary.

B. Remuneration details of Directors and Employees

The Company’s policy on Directors’ appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under sub-section (3) of section 178, is posted on our company’s website in the following link https://chemfabalkalis.com/investors/ and forms part of this Report pursuant to the first proviso of Sec. 178 of the Companies Act 2013.

C. Debentures

During the year under review, the Company has not issued any debentures. As of date, the Company does not have any outstanding debentures.

D. Bonus Shares

During the year under review, the Company has not issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including IND AS accounting adjustment entries and interest accrued of Rs. 0.63 Lakhs during the financial Year ended March 31, 2023.

F. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

G. Transfer to Investor Education and Protection Fund

The details of the transfer of unclaimed dividends and the related shares for seven consecutive years to the Investor Education and Protection Fund are given in the Corporate Governance Report forming part of the Annual Report, which is also available on the company’s website.

H. Credit Ratings

CARE has re-affirmed its rating of “CARE A - Stable” for Long term Bank facilities; and “CARE A2 ” for Short term Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure - G along with a Certificate from M Damodaran & Associates LLP, Practicing Company Secretaries affirming compliance with the said Code which is appended as Annexure - I.

J. Code of conduct for Directors and Senior Management:

The Board of Directors had adopted a code of conduct for the Board Members and employees of the company. This Code helps the Company to maintain the standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any misconduct and promoting ethical conduct at the Board level and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

K. Management Discussion and Analysis Report

In accordance with the requirement of the Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report, which is appended as Annexure - A.

L. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Compliant Committee (ICC) has been set up to redress the complaints received in connection with sexual harassment in any form.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as of the end of the financial year - NIL

M. Vigil Mechanism:

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board, applicable to Directors and employees, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Confidentiality of Whistle Blower shall be maintained to the greatest extent possible. Details of the vigil mechanism are available on our Company’s website.

N. Annual Return - MGT - 7

As per the Companies (Amendment) Act 2017,the annual return should be placed in the Company’s website.

The Annual Return for the FY 2021-2022 is available on the company’s website at www.chemfabalkalis.com/ investors.

The annual return for the FY 2022-2023 will be uploaded in the Company’s website post the AGM.

O. Employees’ Stock Option Scheme 2015

The Shareholders of the Amalgamated entity Chemfab Alkalis Limited had approved the Employees’ Stock Option Scheme titled “CAESOS - 2015” through Postal Ballot on March 05, 2016. “CAESOS-2015” complies with SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on our website www.chemfabalkalis.com.

The purpose of the Scheme is:

i) to attract, retain and motivate talented and critical employees.

ii) to encourage employees to align individual performance with the Company’s objectives, and

iii) to reward employee performance with ownership.

The details of CAESOS - 2015 form part of the Notes to Accounts of the Financial Statements in this Annual Report.

As per the approval given by the Shareholders of Chem-fab Alkalis Limited, the Options granted to the employees of the amalgamated Company Chemfab Alkalis Limited also carry the eligibility of application of the Swap ratio of 10:7 (i.e., 10 shares of Rs.10 each for every 7 shares of Rs.5 each held) mentioned in the Scheme of Amalgamation of erstwhile Chemfab Alkalis Limited to the Company approved by the NCLT vide its Order dated 30.03.2017. Shares allotted during the reporting period under the employee stock option scheme are as provided below:

Particulars	No. of shares allotted
During the FY 2018 - 19	60,000
During the FY 2019 - 20	59,000
During the FY 2020 - 21	1,19,999
Total shares allotted under CAESOS - 2015	2,38,999

Price at which shares were issued: Rs. 52.43

Diluted EPS - Rs.46.26/- (Standalone), Diluted EPS - Rs. 45.12/- (Consolidated)

Equity Shares with differential voting rights: NA; Sweat Equity Shares: NA

Details of voting rights not exercised: NA.

P. Employees’ Stock Option Scheme 2020

At the 11^th Annual General Meeting held on 29th July 2020, the Shareholders approved Employee Stock Option Scheme (‘CAESOS -2020’) covering 4,00,000 equity shares. There have been no material changes to the Scheme during the year under review. The relevant disclosures pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 are forming part of Annual report.

Your Company has received a certificate from the Secretarial Auditors of the Company that ESOP Schemes viz., CAESOS -2015 and CAESOS -2020 have been implemented in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution(s) passed by the Members of the Company.

During the Financial Year 2022-2023 Company has allotted 48,200 equity shares under Employee Stock Option Scheme (‘CAESOS -2020’)

Q. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA) circulars dated April 08, 2020, April 13, 2020, and May 05, 2020, the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. Electronic copies of the Annual Report 2022-2023 and Notice of the fourteen (14^th) Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https://chemfabalkalis.com/investors/

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing an e-voting facility to all members to enable them or their nominees to cast their votes electronically on all resolutions outlined in the notice. The instructions for e-voting are provided in the notice.

R. Statement on Secretarial Standards

The Company is adopting compliances of applicable secretarial standards and other secretarial standards to ensure good governance.

S. Human Resources

Employee relations continue to be cordial and harmonious at all levels and in all the division of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

The number of Direct employees as of March 31, 2023, was 193. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - F to the Board’s Report.

T. Details of application made or proceedings under IBC 2016 during the year:

The Company has not applied any application under Insolvency and Bankruptcy code,2016.

U. Details of one-time settlement and the valuation done while taking loan from Banks and Financial Institutions:

The company has not entered into a one-time settlement with any Banks & Financial Institutions during the Financial Year 2022-23.

Acknowledgment

The Directors thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the CCAL mates at all levels to its successful operations.

By Order of the Board of Directors For Chemfab Alkalis Limited

Sd/-

Suresh Krishnamurthi Rao, Chairman DIN:00127809

Place: Chennai Date: 18^th May 2023

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Mar 31, 2019

Dear Shareholders,

The Directors have pleasure in presenting the Tenth Annual Report of Chemfab Alkalis Limited along with the Audited financial statements for the Financial Year ended 31st March 2019. The summarized financial results for the Financial Year ended are as under:

Financial Summary:

	(Rs. In Lakhs)
Particulars	Year ended 31 March 2019	Year ended 31 March 2018
Total Revenue	19,791.66	18,780.23
Profit before Finance Cost and Depreciation	6,502.92	5,483.07
Less: Finance Cost	199.20	307.79
Profit before Depreciation	6,303.72	5,175.28
Less: Depreciation	1,492.12	1,197.71
Profit Before Exceptional Items	4,811.60	3,977.57
Exceptional Items	(1,963.25)	-
Profit before Tax	2,848.35	3,977.57
Less: Tax including Deferred Tax	1,172.77	1,430.12
Profit after Tax	1,675.58	2,547.45
Other Comprehensive Income	0.47	(29.40)
Total Comprehensive Income	1,676.05	2,518.05
Balance brought forward from last year	(13,386.62)	(14,513.86)
Less: Impact of change in tax rate on Deferred Tax Asset on the items recognised in the reserves		221.00
Less: Appropriations
Capital Redemption Reserve		960.00
OCI Reserve	1.72	(31.14)
Final Dividend	173.63	172.88
Tax on Dividend	35.69	35.19
Balance Carried to Balance Sheet	(11,918.64)	(13,386.62)

Performance and State of Affairs of the Company:

During the year, the realization for Chemical Division increased; further the PVC O plant was commissioned. Both these factors resulted in increase in the Sales turnover and Profitability for the year. However, an amount of Rs. 1,963.25 Lakhs was recognized as impairment loss (as an exceptional item) on account of suspension of the operations of Ongole Plant. During the year under review, the Company achieved Total revenue of Rs. 19,791.66 Lakhs and made a Profit Before Tax (PBT) of Rs. 2,848.35 Lakhs.

Dividend:

Your Directors recommended the payment of Dividend of Rs.1.25/- per share (12.50%) for the year ended March 31, 2019, absorbing a sum of Rs.173.63 Lakhs, subject to the approval of the Members at the ensuing Annual General Meeting.

Transfer of profit to reserves:

The Company has not proposed to transfer any of its profits to reserves.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Non - Executive Chairman who is a promoter of the Company along with him other Five Non - Executive Directors, including three Independent Directors. The Company has two women Independent Directors. The composition of the Board of Directors in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Board Composition:

The Board is well constituted with a composition of 3 Non - Independent Directors and 4 Independent Directors (up to 28.03.2019), all are Non - Executive Directors.

Category	Name of Directors
Non - Independent Director	Mr. Suresh Krishnamurthi Rao Mr. C S Ramesh Mr. R Mahendran
Independent Director	Mr. A Janakiraman Mrs. Drushti Desai Mrs. Sujatha Jayarajan Mr. T Ramabadran (up to 28.03.2019)

Currently the Board strength has Six Directors, with the composition of Three Non - Independent and Three Independent Directors (with Two Women Independent directors) all are Non - Executive Directors constituted in line with the terms of Section 149 of the Companies Act 2013 and in terms of Regulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.

B. Meetings

Number of Board Meetings held during the year along with the dates of the meetings:

(Disclosure in pursuant to 134 (3)(b) of the Companies Act, 2013)

During the Financial Year 2018 - 19, the Board of Chemfab Alkalis Limited met six times as under:

Sl. No	Dates of meetings of the Board	Quarter	No. of Directors on the date of Meeting	Total No. of Directors attended
1	04-04-2018	First	7	5
2	10-05-2018	First	7	7
3	25-07-2018	Second	7	6
4	24-10-2018	Third	7	7
5	30-01-2019	Fourth	7	7
6	28-03-2019	Fourth	7	6

The meetings of the Board were held periodically, with not more than one hundred and twenty days intervening between two consecutive meetings of the Board, as prescribed under Section 173(1) of the Act.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Suresh Krishnamurthi Rao (DIN- 00127809) liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. Suresh Krishnamurthi Rao (DIN- 00127809) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee were also aligned with the requirements of regulations 18 to 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

The Company has also constituted Corporate Social Responsibility Committee. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SEBI (LODR) regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board of Directors at its meeting held on May 07, 2019 has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy as provided in our website available in the following link www.chemfabalkalis.com, as prescribed under first proviso of sec. 178 of the Companies Act, 2013.

F. Directors’ Responsibility Statement

(Disclosure in pursuant to 134(3)(c) of the Companies Act, 2013)

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm, that -

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year and of the profit of the Company for that Financial Year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on a going-concern basis;

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

G. Changes in Directors and Key Managerial Personnel

The SEBI has amended its Securities and Exchange Board of India (SEBI) (LODR) Regulations, 2015 to give effect to the suggestions/recommendations provided by the Committee under the Chairmanship of Mr. Uday Kotak with a view to enhancing the standards of corporate governance of listed entities in India, w.e.f April 01, 2019.

One of the significant amendments is insertion of sub-regulation in Regulation 17(1), restricting the age limit to seventy-five (75) years for appointment or continuation of non-executive Directors in the Board, beyond which shareholders special approval is required.

Consequent to the amendment of SEBI (LODR) Regulation 2015, Non - Executive and Independent Director Mr. T. Ramabadran, submitted his resignation to the board w.e.f March 28, 2019.

Further he has also submitted his confirmation stating that there are no other material reasons for his resignation other than age restriction.

Mr. Somasundaram, Company Secretary and Compliance Officer submitted his resignation w.e.f., 28.02.2019 and upon the recommendation of Nomination and Remuneration Committee, the Board appointed Dr. V. RAJESH, fellow member of Institute of Company Secretaries of India (FCS:9213) holding prescribed qualification under Rule 2(1) (Appointment and Qualification of Company secretary) Rules 1988, as a Whole time Secretary of the Company w.e.f. March 28, 2019.

H. Changes in Subsidiaries, Joint Ventures and Associates

Your Company does not have any Subsidiaries, Joint Venture or Associates during the year 2018-19.

I. Significant or Material Orders Passed by Regulators / Courts

The case filed by the NGO with National Green Tribunal (NGT) with respect to the consent quantities and alleged excess production, has been disposed off by the Hon’ble forum i.e., NGT in favour of the Company vide its order dated 29.01.2019.

J. Declaration by Independent Directors

The Company has received necessary declarations from Mr.A. Janakiraman, Mrs.Drushti Desai and Mrs. Sujatha Jayarajan independent directors under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and their Declarations have been taken on record.

K. Details in respect of Frauds

The Company’s auditors’ report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(3)(ca) of the Companies Act 2013.

L. Fixed Deposits:

During the year under review, the Company did not raise funds, by way of fixed deposits, from the public.

M. Details of contracts or arrangements with related parties:

The contracts or arrangements entered into with related parties along with justification for entering into such contract or arrangement, referred to in sub-section (1) of section 188 in the prescribed form no. AOC 2 are as per Annexure 3.

N. Code of Conduct for prevention of Insider Trading:

The Company has a policy viz., “Code of Conduct for prevention of Insider Trading” and the same has been posted on its website www.Chemfabalkalis.com.

O. Development and implementation of a Risk Management Policy:

The main objective of Risk Management is risk reduction and avoidance, as also identification of the risks faced by the business and optimizing of the risk management strategies. The Company has put in place a well-defined Risk Management framework.

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee is NOT applicable to the Company since it is mandatory only for the top 100 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through properly defined framework.

The composition of the Risk Management Committee is as under

S. No	Name of the Member	Category
1)	Mr. A. Janakiraman	Chairman, Non Executive Independent Director
2)	Mrs. Drushti Desai	Member, Non Executive Independent Director
3)	Mr. C.S. Ramesh	Member, Non Executive Non Independent Director
4)	Mr. R. Mahendran	Member, Non Executive Non Independent Director
5)	Mr. V.M. Srinivasan	Member, Chief Executive Officer

The Company has obtained certification for ISO 14001 and OHSAS 18001 systems to take care of critical operational areas. The Company has also implemented Process Safety Management (PSM). We are the first company in our industry to implement the same. We are continuing with the publishing of sustainability report, enhancing our commitment to sustainable development.

P. Technology absorption, Conservation of energy and Research and development:

The Company has an in-house Research and Development Department, where the main areas of focus are Energy Conservation, Process Upgradation and Environmental Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India, has recognized the Company’s in- house R & D facilities.

The Company has a sophisticated Quality Assurance (QA) Laboratory recognized by DuPont, USA for the analysis of Chlor- Alkali brine. The Brine from various Chlor- Alkali Industries in India is being analyzed at CAL - QA Laboratory and this laboratory is NABL accredited.

The Company continues to take all possible steps to conserve energy in every area of its operations. Brief details on Conservation of Energy and Technology Absorption are given in Annexure 4.

Q. Cost Records

Your Company is maintaining cost records and reports in pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub - section (1) of Section 148 of the Companies Act, 2013.

AUDIT RELATED MATTERS:

A. Statutory Auditors

As per the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. Deloitte Haskins & Sells LLP (Firm Registration No 117366W /W-100018) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 04.09.2017 for a period of Five(5) consecutive Financial Years from 2017-18 to 2021-22.

B. Cost Auditor:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014, the applicability of Cost audit is based on being the overall annual turnover of the company from all its products and services during the immediately preceding financial year rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services, being for which cost records are required to be maintained under rule 3, is Rupees thirty five crore or more.

In conformity with the said provisions of the Companies Act, 2013, the Company has appointed Shri. A. Madha-van, Cost Accountant, Chennai, as the Cost Auditor, for the audit of cost accounts for your Company for the year ending 31st March 2020. The remuneration paid to him is being ratified at this Annual General meeting.

C. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. M.R. Thiagarajan, Company Secretar-ies-in-Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in Form No.MR.3 for Financial year 2018-19, is annexed herewith, as Annexure - 8.

A Certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith, as Annexure - 9.

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.

D. Internal Financial Controls

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent Consultants.

Besides, the Company has an Audit Committee, comprising Independent and Non-Executive Directors, which monitors systems, controls, financial management and operations of the Company.

The Audit committee at its meeting held on May 07, 2019 has evaluated the internal financial controls and risk management system accordingly.

E. Internal Auditor

The board appointed, M/s. Mukesh Manish & Kalpesh, Chartered Accountants as internal auditor for the Financial Year 2019 - 20 based on the recommendation of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board, consists three “Independent Directors” and One “Non - Independent Director” as members having adequate financial and accounting knowledge. The composition, procedures, powers and role/functions of the audit, committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

Consequent to the resignation of Mr. T. Ramabadran, the board reconstituted the committee w.e.f.,28th March 2019 in terms of Section 177 of the Companies Act, 2013 and in terms of Regulation 18 of SEBI (LODR) Regulations, 2015 is under:

S. No	Name of the Member	Category up to 28.03.2019	Category from 28.03.2019
	Mr. T. Ramabadran	Chairman, Independent Director	Resigned
2	Mr. A. Janakiraman	Member, Independent Director	Chairman, Independent, Director
3	Mrs. Drushti Desai	Member, Independent Director	Member, Independent Director
4.	Mrs. Sujatha Jayarajan	Member, Independent Director	Member, Independent Director
5.	Mr. C.S. Ramesh	Member, Non-Independent Director	Member, Non-Independent Director

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of Regulation 18 of the SEBI (LODR) Regulations, 2015. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary.

B. Nomination and Remuneration Committee:

Consequent to the resignation of Mr. T. Ramabadran, the Board reconstituted the committee w.e.f.,28th March 2019 in terms of Section 178 of the Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations, 2015, as under:

Composition:

S. No	Name of the Member	Category up to 28.03.2019	Category from 28.03.2019
1	Mr. T. Ramabadran	Chairman, Independent Director	Resigned
2	Mr. A. Janakiraman	Member, Independent Director	Member, Independent, Director
3	Mrs. Drushti Desai	Member, Independent Director	Chairperson, Independent Director
4.	Mr. C.S. Ramesh	Member, Non-Independent Director	Member, Non-Independent Director

Accordingly, the Company has set up a Nomination and Remuneration Committee which has formulated the criteria for determining the qualifications, positive attributes and independence of a Director and ensures that:

1) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3) Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and variable pay, reflecting short- and long-term performance, objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of your Company is set out and available in your company website www.chemfabalkalis.com.

C. Stakeholders’ Relationship Committee:

Consequent to the resignation of Mr. T. Ramabadran, the Board reconstituted the committee w.e.f.,28th March 2019 in terms of Section 178 of the Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations, 2015, as under:

Composition:

S. No	Name of the Member	Category up to 28.03.2019	Category from 28.03.2019
	Mrs. Drushti Desai	Chairperson, Independent Director	Chairperson, Independent, Director
2	Mr. C.S. Ramesh	Member, Non-Independent Director	Member, Non-Independent Director
3	Mr. Suresh Krishnamurthi Rao	Member, Non-Independent Director	Member, Non-Independent Director
4.	Mr. T. Ramabadran	Member, Independent Director	Resigned

D. Risk Management Committee:

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee is NOT applicable to the Company since it is mandatory only for the top 100 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through properly defined framework.

Composition:

S. No	Name of the Member	Category
1)	Mr. A. Janakiraman	Chairman, Independent Director
2)	Mrs. Drushti Desai	Member, Independent Director
3)	Mr. C.S. Ramesh	Member, Non-Independent Director
4)	Mr. R. Mahendran	Member, Non-Independent Director
5)	Mr. V.M. Srinivasan	Member, Chief Executive Officer

E. Corporate Social Responsibility (CSR) Committee:

According to Section 135 of the Companies Act, 2013 (“the Act”), a Company having a Net Worth of Rs.500 Crores or more, or Turnover of Rs.1,000 Crores or more, or Net Profit of Rs. 5 Crores or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more Directors, of which at least one shall be an Independent Director.

The Board constituted the Corporate Social Responsibility Committee in terms of provisions of the Companies Act 2013, as under:

S. No	Name of the Member	Category up to 28.03.2019	Category from 28.03.2019
1	Mr. C.S. Ramesh	Chairman, Non-Independent Director	Chairman, Non-Independent Director
2	Mr. A. Janakiraman	Member, Independent Director	Member, Independent, Director
3	Mr. R.Mahendran	Member, Non-Independent Director	Member, Non-Independent Director
4.	Mrs. Sujatha Jayarajan	Member, Independent Director	Member, Independent Director
5.	Mr. T. Ramabadran	Member, Independent Director	Resigned

As your Company’s Net Profit is more than Rs 5 Crores, the Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operate in a socially responsible manner in terms of protecting the environment and conserving water resources and energy. Details of the CSR Policy drawn up by the Company and the CSR expenditure and initiatives taken during the year 2018 - 19 are given in Annexure - 5 to this Report.

OTHER MATTERS

A. Particulars of loans, guarantees or investments u/s 186 of the Companies Act, 2013

During the year under review, the Company did not provide loans, guarantees or investment u/s 186 of the Companies Act 2013.

B. Remuneration details of Directors and Employees

The Company’s policy on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178, is posted in our company website in the following linkhttps://chemfabalkalis.com/wp-content/up-loads/2019/04/policies-Policy-for-Nomination-and-Remu neration.pdf and forms part of this Report pursuant to first proviso of Sec. 178 of the Companies Act 2013.

C. Debentures

During the year under review, the Company has not issued any debentures. As on date, the Company does not have any outstanding debentures.

D. Bonus Shares

During the year under review, the Company has not issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including IND AS accounting adjustment entries and interest accrued of Rs. 3417.05 Lakhs during the financial Year ended March 31, 2019.

F. Deposits

The Company has not accepted any deposit in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

G. Transfer to Investor Education and Protection Fund

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, final dividends pertaining to the financial year 2010 -11 which were lying unclaimed with the Company for the past seven years was transferred to the Investor Education and Protection Fund during the Financial Year 2018-19.

The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in the Corporate Governance Report forming part of the Annual Report, which is also available in the company’s website.

H. Credit Ratings

CARE has re-affirmed its rating of “CARE A - Stable” for Long term Bank facilities; and CARE A2 for Short term Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure - 7 together a Certificate from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants affirming compliance with the said Code is appended as Annexure - 9 .

J. Code of conduct for Directors and Senior Management:

The Board of Directors had adopted a code of conduct for the Board Members and employees of the company. This Code helps the Company to maintain the standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board level and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

K. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report, is appended as Annexure - 1

L. Disclosure on Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Presently the Company does not have any woman employee at the work place. Hence the company has not constituted a separate committee under the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

However, the company has zero tolerance for sexual harassment at work place.

M. Vigil Mechanism:

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board for Directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Confidentiality of Whistle Blower shall be maintained to the greatest extent possible. Details of the vigil mechanism is available in our Company’s website.

N. Extract of the Annual Return:

An extract of the Annual Return as prescribed under subsection (3) of Section 92 and as per Sec. 134(3)(a) of the Companies Act, 2013 (“Act”) is prepared and posted in our Company website in the following link www.chem-fab.alkalils.com and forms part of this Report is appended as Annexure - 2

O. Employees’ Stock Option Scheme:

The Shareholders of the Amalgamated entity Chemfab Alkalis Limited had approved the Employees’ Stock Option Scheme titled as “CAESOS - 2015” through Postal Ballot on March 05, 2016. “CAESOS-2015” is compliance with, SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on our website www.chemfabalkalis.com

The purpose of the Scheme is:

i) to attract, retain and motivate talented and critical employees.

ii) to encourage employees to align Individual performance with the Company’s Objectives; and

iii) to reward employee performance with ownership.

The details of CAESOS - 2015 form part of the Notes to Accounts of the Financial Statements in this Annual Report.

As per the approval given by the Shareholders of Chem-fab Alkalis Limited, the Options granted to the employees of the amalgamated Company Chemfab Alkalis Limited also carry the eligibility of application of the Swap ratio of 1 0: 7 (i.e., 10 shares of Rs.10 each for every 7 shares of Rs . 5 each held) mentioned in the Scheme of Amalgamation of erstwhile Chemfab Alkalis Limited to the Company approved by the NCLT vide its Order dated 30.03.2017.

Shares allotted under employee stock option scheme during the report period (ESOS) and as at 07.05.2019: 99.000 number of shares. Out of the same, 1st tranche of 60.000 shares were allotted during the fY 2018-19 and 2nd tranche of 39,000 shares were allotted subsequent to the FY 2018-19 and before the Board report dated 07.05.2019

Price at which shares were issued: Rs.52.43

Employee wise details (Name - Designation - No. of shares)

Sl. No	Name of the Employees	Designation	1st Tranche	2nd Tranche
01.	Mr. V M Srinivasan	CEO	35,714 shares	35,714 Shares
02.	Mr. Nitin S Cowlagi	CFO	14,286 shares	3286 shares
03.	Mr. V R Raguraman	VP - Admin	10,000 shares	-
	Consideration received		Rs. 31,45,800/-	Rs.20,44,770/-

Diluted EPS - Rs.11.96/-

Equity Shares with differential voting rights: NA Sweat

Equity Shares: NA

Details of Voting rights not exercised: NA

P. Listing of Equity Shares of the Company after the amalgamation of erstwhile listed Company Chemfab Alkalis Limited with the Company:

After the Amalgamation of erstwhile listed Company Chemfab Alkalis Limited with the Company, the listing application was made, and the Company’s Equity Shares got listed in BSE and NSE on 25.04.2018. The Company has paid the listing fee for the financial year 2018-19 to the Stock Exchanges.

Q. Green initiatives

Electronic copies of the Annual Report 2018-19 and Notice of the Tenth Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018 - 19 and the Notice of the Tenth Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Further, the soft copy of the Annual Report (in pdf format) is also available on our website www.chemfabalkalislimited.com

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

R. Human Resources

Employee relation continues to be cordial and harmonious at all levels and in all the division of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

The number of employees as on March 31, 2019 was 216.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Board''s Report.

ACKNOWLEDGEMENT

The Directors thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the CCAL mates at all levels to its profitable and successful operations.

For and on behalf of Board of Directors of

CHEMFAB ALKALIS LIMITED

(formerly known as Teamec Chlorates Limited)

Sd/-

Suresh Krishnamurthi Rao

CHAIRMAN

DIN No: 00127809

Place: Chennai

Date : 07.05.2019

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Mar 31, 2018

BOARD OF DIRECTORS'' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Ninth Annual Report of Chernfab Alkalis Limited along with the Audited financial statements for the Financial Year ended 31st March, 2018. The summarized financial results for the Financial Year are as under:

Financial Summary:

	Rs. In Lakhs
Particulars	Year ended 31 March 2018	Year ended 31 March 2017
Total Revenue	18,780.23	15,937.50
Profit before Finance Cost and Depreciation	5,483.07	3,391.20
Less: Finance Cost	307.79	435.75
Profit before Depreciation	5,175.28	2,955.45
Less: Depreciation	1,197.71	1,304.83
Profit before Tax	3,977.57	1,650.62
Less: Tax including Deferred Tax	1,430.12	97.88
Profit after Tax	2,547.45	1,552.74
Other Comprehensive Income	(29.40)	10.99
Total Comprehensive Income	2,518.05	1,563.73
Balance brought forward from last year	(14,536.94)	(15,951.69)
Less: Impact of change in tax rate on Deferred Tax Asset on the items recognised in the reserves	221.00	-
Less: Appropriations
Capital Redemption Reserve	960.00	-
OCI Reserve	(29.40)	10.99
Final Dividend	172.88	114.65
Tax on Dividend	35.19	23.34
Balance Carried to Balance Sheet	(13,378.56)	(14,536.94)

Performance and State of Affairs of the Company:

The sales volumes were stable and realization improved during the Financial Year 2017-18 resulting in increase in the Sales turnover and Profitability for the year. During the year under review, the Company achieved Total revenue of Rs. 18,780.23 Lakhs and made a Profit Before Tax (PBT) of Rs. 3,977.57 Lakhs.

Dividend:

Your Directors recommend payment of Dividend of Rs. 1.25 per share (12.50%) for the year ended 31st March, 2018, absorbing a sum of Rs. 172.88 Lakhs, subject to the approval of the Members at the ensuing Annual General Meeting.

Transfer of profit to reserves:

The Company has not proposed to transfer any of its profits to reserves.

Directors & Key Managerial Personnel:

The details of Directors and Key Managerial Personnel (KMP):

Consequent to the National Company Law Tribunal Division Bench, Chennai, order dated 30th March 2017 approving the Scheme of Amalgamation and Arrangement of Chemfab Alkalis Limited (Listed Company) with Teamec Chlorates Limited (Unlisted Company - now known as Chemfab Alkalis Limited) and their respective shareholders and creditors, the changes in directors and Key Managerial Personnel (KMP) were effected by the Board at its Meeting held on 26.04.2017 which details are as follows:

S. No	Name of Directors	Designation	Date of appointment	Date of resignation
1	Mr. Suresh Krishnamurthi Rao	Non Executive Director	26.04.2017	-
2	Mr. C.S. Ramesh	Non Executive Director	26.04.2017	-
3	Mr. T. Ramabadran	Independent Director	26.04.2017	-
4	Mr.A. Janakiraman	Independent Director	26.04.2017	-
5	Mrs.Drushti Desai	Independent Director	26.04.2017	-
6	Mrs. Sujatha Jayarajan	Independent Director	26.04.2017	-
7	Mr. R. Mahendran	Non-Executive Director	14.03.2016	-
8	Mr. P. Santhanam	Independent Director		30.05.2017
9	Mr. K. Gopalan	Independent Director		26.04.2017
10	Mr. M. Krishna-swami Iyer	Non Executive Director		26.04.2017

s. No	NameofKMP	Designation	Date of appointment	Date of resignation
1	Mr. V.M. Srinivasan	CEO	26.04.2017	-
2	Mr. Nitin S Cowlagi	CFO	26.04.2017	-
3	Mr. G Somasundaram	Company Secretary	26.04.2017	-

Subsidiaries, Joint Ventures or Associate Companies:

Your Company had no Subsidiaries, Joint Venture or Associates during the year 2017-18.

Fixed Deposits:

During the year under review, the Company did not raise funds by way of fixed deposits from the public.

Code of Conduct for prevention of Insider Trading:

The Company has a policy viz.,"Code of Conduct for prevention of Insider Trading" and the same has been posted on its website www.Chemfabalkalis.com.

Name Change:

The National Company Law Tribunal (NCLT), Division Bench, Chennai had, vide its order dated 30th March 2017, approved the Scheme of Arrangement and Amalgamation ("Scheme") of Chemfab Alkalis Limited ("Transferor Company" / "Amalgamated Company") with Teamec Chlorates Limited. As a consequence, and as per Clause 11 of the Order of the NCLT, Chemfab Alkalis Limited (Transferor Company) stands dissolved without winding up. As per Clause 10 of the said approved Scheme, the name of Teamec Chlorates Limited shall be changed to Chemfab Alkalis Limited. Consequent to the filing of form for name change with MCA, the company''s name was changed to CHEMFAB ALKALIS LIMITED with effect from 21st July, 2017.

Development and implementation of a Risk Management Policy:

The main objective of Risk Management is risk reduction and avoidance as also identification of the risks faced by the business and optimizing of the risk management strategies. The Company has put in place a well-defined Risk Management framework.

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee is NOT applicable to the Company since it is mandatory only for the top 100 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through properly defined framework.

The composition of the Risk Management Committee is as under:

S. No	Name of the Member	Category
1)	Mr. A. Janakiraman	Chairman, Non executive Independent Director
2)	Mr. C.S. Ramesh	Member, Non executive Non Independent Director
3)	Mrs. Drushti Desai	Member, Non executive Independent Director
4)	Mr. R. Mahendran	Member, Non executive Non Independent Director
5)	Mr. VM. Srinivasan	Member, Executive

The Company has obtained certification for ISO 14001 and OHSAS 18001 systems to take care of critical operational areas. It also utilizes the services of professional bodies like Central Leather Research Institute (CLRI) / The Energy and Resources Institute (TERI) / National Environmental Engineering Research Institute (NEERI) as also Consultants to continuously analyze and upgrade its operations. The Company has also implemented Process Safety Management (PSM). We are the first company in our industry to implement the same.Also Sustainability Reporting has been carried out enhancing our commitment to sustainable development.

Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and company''s operations in future:

During the year, there were no instances of significant and material orders passed by the regulators, courts or tribunals impacting the going concern status and Company''s operations in future.

Internal Financial Control:

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent Consultants.

Besides, the Company has an Audit Committee, comprising Independent and Non-Executive Directors, which monitors systems, control, financial management and operations of the Company.

The Audit committee at its meeting held on 10th May, 2018 has evaluated the internal financial controls and risk management system accordingly.

Extract of the Annual Return:

An extract of the Annual Return as prescribed under subsection (3) of Section 92 of the Companies Act, 2013 ("Act") is given in Annexure 1 forming part of this Report.

Number of Board Meetings held during the year along with the dates of the meetings:

During the Financial Year 2017-2018, the Board of Chemfab Alkalis Limited met Six times as under:

s No.	Dates of meeting of the Board	Quarter	No of directors on the date of meeting	Total No. of directors attended
1.	05/04/2017	First	4	4
2	26/04/2017	First	4	3
3	30/05/2017	First	8	5
4	27/07/2017	Second	7	7
5	23/10/2017	Third	7	6
6	31/01/2018	Fourth	7	7

The meetings of the Board were held periodically, with not more than one hundred and twenty days intervening between two consecutive meetings of the Board, as prescribed under Section 173(1) of the Act.

Directors'' Responsibility Statement:

As required under Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm:-

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year and of the profit of the Company for that Financial Year;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of contracts or arrangements with related parties:

The contracts or arrangements entered into with related parties along with justification for entering into such contract or arrangement, referred to in sub-section (1) of section 188 in the prescribed form no. AOC 2 is as per Annexure 2.

Technology absorption, Conservation of energy and Research and development:

The Company has an in-house Research and Development Department, where the main areas of focus are Energy Conservation, Process Upgradation and Environmental Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India, has recognized the Company''s in-house R & D facilities, which is valid upto 31st March, 2019. The Company has a sophisticated Quality Assurance (QA) Laboratory recognized by DuPont, USA for the analysis of Chlor- Alkali brine. The Brine from various Chlor- Alkali Industries in India is being analyzed at CAL-QA Laboratory.

The Company continues to take all possible steps to conserve energy in every area of its operations. Brief details on Conservation of Energy and Technology Absorption are given in Annexure 3

Annual Evaluation made by the Board of its own performance and that of its Committees and Individual Directors

The Board of Directors at its meeting held on 1 OthMay, 2018 has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy disclosed in Annexure 1 to Corporate Governance Report.

Declaration by Independent Directors as required under Section 149(7) of the Companies Act, 2013

Mr. T Ramabadran, Mr.A. Janakiraman, Mrs.Drushti Desai and Mrs. Sujatha Jayarajan Independent Directors of the Company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 (''the Act") that they meet the criteria of independence as provided in Section 149 (6) of the Act, and their Declarations have been taken on record.

Statutory Auditors:

As per the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s.Deloitte Haskins & Sells LLP (Firm Registration No 117366W AV-100018) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 04.09.2017 for a period of Five(5) consecutive Financial Years from 2017-18 to 2021-22 subject to the ratification of the members at every Annual

General Meeting. The Directors recommend the ratification of M/s. Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company for this Financial Year.

Cost Auditor:

In conformity with the provisions of the Companies Act, 2013, the Company has appointed Shri. A. Madhavan, Cost Accountant, Chennai, as the Cost Auditor, for the audit of cost accounts for the chemicals manufactured by the Company for the year ending 31st March 2019. The remuneration paid to him is being ratified at this Annual General meeting.

Secretarial Audit Report:

Mr. M.R. Thiagarajan, Company Secretary, is appointed as Secretarial Auditor of your company in the meeting of the Board for the financial year 2018 -19. The Secretarial Audit Report for the period 2017-18 is attached to the Annual Report.

Particulars of loans, guarantees or investments u/s 186 of the Companies Act, 2013:

Particulars of investments made by the Company during the Financial Year 2017-18 are given below and they are within the prescribed limits under Section 186 of the Companies Act, 2013:

S. No	Loans, Guarantees & Investments made in	Amount	Higher of 60% of Paid up capital and Free Reserves and Securities Premium or 100% of Free Reserves	Remarks
1	Titanium Equipment and Anode Manufacturing Company Limited	Rs. 25 lakhs	Rs. 21,209.75 lakhs	Guarantees given and expired during the year

Vigil Mechanism:

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Confidentiality of Whistle Blower shall be maintained to the greatest extent possible. Details of the vigil mechanism are posted on the Company''s website.

Board Composition:

The Board is well constituted with a composition of 3 Non Executive and 4 Non Executive Independent Directors.

Category	Name of Director
Non Executive Director	Mr. Suresh Krishnamurthi Rao Mr. C S Ramesh Mr. R Mahendran
Non Executive Independent Director	Mr. A Janakiraman Mrs. Drushti Desai Mr. T Ramabadran Mrs. Sujatha Jayarajan

Board Committee:

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

Audit Committee:

The composition of the Audit Committee constituted by the Board in terms of Section 177 of the Companies Act, 2013 and in terms of Regulation 18 of The SEBI (LODR) Regulations, 2015 is as under:

S. No	Name of the Member	Category
1	Mr. T. Ramabadran	Chairman, Non-Executive Independent Director
2	Mr. C.S. Ramesh	Member, Non-Executive, Non-independent Director
3	Mr. A. Janakiraman	Member, Non-Executive, Independent Director
4.	Mrs. Sujatha Jayarajan	Member, Non-Executive, Independent Director
5.	Mrs. Drushti Desai	Member, Non-Executive, Independent Director

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of Regulation 18 of The SEBI (LODR) Regulations, 2015. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary.

Nomination and Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013 and the Rules prescribed thereunder, your Company is mandatorily required to constitute a Nomination and Remuneration Committee.

Composition:

s. No	Name of the Member	Category
1	Mr. T. Ramabadran	Chairman, Non-Executive Independent Director
2	Mr. C.S. Ramesh	Member, Non-Executive, Non-independent Director
3	Mr. A. Janakiraman	Member, Non-Executive, Independent Director
4.	Mrs. Drushti Desai	Member, Non-Executive, Independent Director

Accordingly, the Company has set up a Nomination and Remuneration Committee which has formulated the criteria for determining the qualifications, positive attributes and independence of a Director and ensures that:

1) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3) Remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of your Company is set out in Annexure 1 to the Report on Corporate Governance forming part of this Report.

Stakeholders'' Relationship Committee:

The Company has constituted the Stakeholders''Relationship Committee to take note of Share Transfer and Transmission and consider and resolve the grievances of the Stake holders of the Company.

Composition:

S. No	Name of the Member	Category
1	Mrs. Drushti Desai	Chairman, Non-Executive Independent Director
2	Mr. C. S. Ramesh	Member, Non-Executive, Non-independent Director
3	Mr. T. Ramabadran	Member, Non-Executive, Independent Director
4	Mr. Suresh Krishnamurthi Rao	Member, Non-Executive, Non-independent Director

Risk Management Committee:

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee is NOT applicable to the Company since it is mandatory only for the top 100 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through properly defined framework.

Composition:

S. No	Name of the Member	Category
1)	Mr. A. Janakiraman	Chairman, Non executive Independent Director
2)	Mr. C.S. Ramesh	Member, Non executive Non Independent Director
3)	Mrs. Drushti Desai	Member, Non executive Independent Director
4)	Mr. R. Mahendran	Member, Non executive Non Independent Director
5)	Mr. V.M. Srinivasan	Member, Executive

Corporate Social Responsibility (CSR) Committee:

According to Section 135 of the Companies Act, 2013 ("the Act"), a Company having a Net Worth of Rs.500 Crores or more, or Turnover of Rs. 1,000 Crores or more, or Net Profit of Rs. 5 Crores or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more Directors, of which at least one shall be an Independent Director.

Composition:

S. No	Name of the Member	Category
1	Mr. C.S. Ramesh	Chairman, Non-Executive Non Independent Director
2	Mr. T. Ramabadran	Member, Non-Executive, Independent Director
3	Mr. A. Janakiraman	Member, Non-Executive, Independent Director
4.	Mrs. Sujatha Jayarajan	Member, Non-Executive, Independent Director
5.	Mr. R. Mahendran	Member, Non-Executive, Non-independent Director

As your Company''s Net Profit is more than Rs 5 Crores, the Board has constituted the Corporate Social Responsibility Committee in accordance with Section 13 5 of the Companies Act, 2013. The Company is committed to operate in a socially responsible manner in terms of protecting the environment and conserving water resources and energy. Details of the CSR Policy drawn up by the Company and the CSR expenditure and initiatives taken during the year 2017-18 are given in Annexure 4 to this Report.

Remuneration details of Directors and Employees:

The details of remuneration paid to the Directors and employees of your Company are set out in Annexure 5

Code of conduct for Directors and Senior Management:

The Board of Directors had adopted a code of conduct for the Board Members and employees of the company. This Code helps the Company to maintain the standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board level and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Disclosure on Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Presently the Company does not have any woman employee at the work place. Hence the company has not constituted a separate committee under the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

However, the company has zero tolerance for sexual harassment at work place.

Employees'' Stock Option Scheme :

The Shareholders of the Amalgamated entity Chemfab Alkalis Limited approved the Employees'' Stock Option Scheme titled as "CAESOS - 2015 through Postal Ballot on 05th March, 2016. CAESOS-2015 is in compliance with The SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on our website www.chemfab alkalis.com. The purpose of the Scheme is:

i) to attract, retain and motivate talented and critical employees.

ii) to encourage employees to align Individual performance with the Company''s Objectives; and

iii) reward employee performance with ownership.

The details of CAESOS - 2015 form part of the Notes to Accounts of the Financial Statements in this Annual Report.

As per the approval given by the Shareholders of Chemfab Alkalis Limited, the Options granted to the employees of the amalgamated Company Chemfab Alkalis Limited also carry the eligibility of application of Swap ratio of 10:7 (i.e., 10 shares of Rs.10 each for every 7 shares of Rs.5 each held) mentioned in the Scheme of Amalgamation of erstwhile Chemfab Alkalis Limited with the Company approved by the NCLT vide its Order dated 30.03.2017.

Shares issued under Employee Stock Option Scheme (ESOS) as at 10.05.2018: 60000

Price at which shares were issued: Rs.52.43

Employee wise details(Name - Designation - No. of shares)

1. Mr. VM Srinivasan - CEO - 35,714 shares

2. Mr. Nitin S Cowlagi - CFO -14,286 shares

3. Mr. V R Raguraman - AVP Admin -10,000 shares

Consideration received against issuance of shares -Rs.31,45,8007-

DilutedEPS-Rs.18.16/-

Equity Shares with differential voting rights: NA

Sweat Equity Shares: NA

Details of Voting rights not exercised: NA

Listing of Equity Shares of the Company after the amalgamation of erstwhile listed Company Chemfab Alkalis Limited with the Company:

After the Amalgamation of erstwhile listed Company Chemfab Alkalis Limited with the Company, the listing application was made and the Company''s Equity Shares got listed in BSE and NSE on 25.04.2018. The Company has paid the listing fee for the financial year 2018-19 to the Stock Exchanges.

Acknowledgement

The Directors thank all the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the CCALmates at all levels to its profitable and successful operations.

For and on behalf of Board of Directors of CHEMFAB ALKALIS LIMITED (formerly known as Teamec Chlorates Limited)
Place: Chennai	Suresh Krishnamurthi Rao
Date: 10.05.2018	CHAIRMAN
	DIN No: 00127809

Annexure 1

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 20141

I. REGISTRATION AND OTHER DETAILS:
CIN	U24290TN2009PLC07 1563
Registration Date	06/05/2009
Name of the Company	CHEMFAB ALKALIS LIMITED (formerly known as TEAMEC CHLORATES LIMITED)
Category / Sub-Category of the Company	Company Limited by Shares/ Indian Non-Government Company
Address of the Registered office and contact details	Team House, GST Salai, Vandalur, Chennai, - 600048
Whether listed company Yes / No	No. (The Company''s shares got listed on 25.04.2018)
Name, Address and Contact details of Registrar and Transfer Agent, if any	M/s Cameo Corporate Services Ltd, Subramanian Building, 1, Club House Road, Chennai - 600 002. Phone No.044 2846 0390 / 2846 0395 Fax: [phone] Email : [email protected] Website : www.cameoonline.net

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing to 10 % or more of the total turnover of the company shall be stated: -
SI. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Manufacture of Inorganic Chemicals	241 17 and 3008	99%

III. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES
S NO	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY/ASSOCIATE	% of shares held	Applicable Section
NIL

IV) i) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category of Shareholders		No. of shares held at the beginning of the year - 01.4.2017				No. of shares held at the end of the year - 31.3.2018				% Change during the year
		Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
A.	Promoters
(1)	Indian
(a)	Individual/HUF	-	497579	497579	68.34	2037798	497579	2535377	18.33	(50.01)
(b)	Central Govt	-	-	-	-	-	-	-	-
(c)	State Govt(s)	-	-	-	-	-	-	-	-

(d)	Bodies Corp.	-	100	100	0.02	1072082	100	1072182	7.75	7.73
(e)	Banks / FI	-	-	-	-	-	-	-	-	-
(f>	Any Other....	-	-	-	-	-	-	-	-	-
	Sub-Total (A)(l)	-	497679	497679	68.36	3109880	497679	3607559	26.08	(42.28)
2	Foreign
(a)	NRIs - Individuals	-	-	-	-	-	-	-	-	-
(b)	Other - Individuals	-	-	-	-	-	-	-	-	-
(c)	Bodies Corp.	-	230400	230400	31.64	6530668	230400	6761068	48.89	17.25
(d)	Banks / FI	-	-	-	-	-	-	-	-	-
(e)	Any Other ....	-	-	-	-	-	-	-	-	-
	Sub-Total (A)(2)	-	230400	230400	31.64	6530668	230400	6761068	48.89	17.25
	Total shareholding of Promoter (A)= (A) (1) (A)(2)	-	728079	728079	100	9640548	728079	10368627	74.97	(25.03)
B.	Public Shareholding
1	Institutions
(a)	Mutual Funds	-	-	-	-	10142	1285	11427	0.08	0.08
(b)	Banks / FI	-	-	-	-	3407	142	3549	0.03	0.03
(c)	Central Govt	-	-	-	-	-	-	-	-	-
(d)	State Govt(s)	-	-	-	-	-	-	-	-	-
(e)	Venture Capital Funds	-	-	-	-	-	-	-	-	-
(f)	Insurance Companies	-	-	-	-	-	-	-	-	-
(g)	FIIs	-	-	-	-	-	-	-	-	-
(h)	Foreign Venture Capital Investors	-	-	-	-	-	-	-	-	-
(i)	Any Other - Foreign Portfolio Investors	-	-	-	-	232467	-	232467	1.68''	1.68
	Sub- Total (B)(l)	-	-	-	-	246016	1427	247443	1.79	1.79
2	Non- Institutions
(a)	Bodies Corporate
(i)	Indian	-	-	-	-	406832	12428	419260	3.03	3.03
(«)	Overseas	-	-	-	-	-	-	-	-	-
(b)	Individuals
i	Individual shareholders holding nominal shares capital up to Rs.2 lakh	-	1	1	-	1694111	220757	1914868	14.71	14.71
ii	Individual shareholders holding nominal shares capital in excess of Rs.2 lakh	-	-	-	-	522221	13571	535792	3.01	3.01
	Sub- Total (B)(2)	-	1	1	-	2623164	246756	2869920	20.75	20.75

(c)	Others (specify) Total (B)(3)	-	-	-	-	157069	187445	344514	2.49	2.49
i	Trust	-	-	-	-	285	-	285	-	-
ii	NRI	-	-	-	-	82325	34446	116771	0.84	0.84
iii	Hindu undivided family	-	-	-	-	74201	142	74343	0.54	0.54
iv	Foreign national	-	-	-	-	-	152857	152857	1.11	1.11
V	Clearing members	-	-		-	116	-	116	-	-
vi	Directors & their relatives	-	-		-	142	-	142	-	-
	Total Public Shareholding	-	1	1	-	3026249	435628	3461877	25.03	25.03
	(B) = (B)(l) (B)(2) (B)(3)
(C)	Shares held by Custodian for GDRs andADRs	-	-	-	-	-	-	-	-	-
	GRAND TOTAL (A) (B) (C)	-	728080	728080	100	12666797	1163707	13830504	100	-

(ii) Shareholding of Promoters:
SI. No	Name of the Holder(S)	Shareholding at the beginning of the year (01.04.2017)			Shareholding at the Ending of the year (31.03.2018)
		Number of shares	Percentage	% of shares pledged / encumbered to total shares	Number of shares	Percentage	% of shares pledged / encumbered to total shares
1	Dr Rao Holdings Pte Ltd	230400	31.64	NIL	6761068	48.89	NIL
2	Titanium Equiment And Anode Manufacturing Company Limited	100	0.01	NIL	1072182	7.75	NIL
3	Suresh Krishnamurthi Rao	167561	23.00	NIL	1424423	10.30	NIL
4	Padma K M	329918	45.31	NIL	1110712	8.03	NIL
5	J Venkataraman	50	0.00	NIL	50	0.00	NIL
6	N Ramachandran	50	0.00	NIL	192	0.00	NIL
		728079	99.99	NIL	10368627	74.97	NIL

(iii) Change in Promoters'' Shareholding: (please specify, if there is no change)
SLNo.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	728079	99.99	728079	05.26

	Date wise Increase /Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Allotment of new Shares on 30.05.2017 pursuant to the amalgamation of erstwhile Chemfab Alkalis Limited with the Company.			9640548	69.71
	At the End of the year	728079	99.99	10368627	74.97

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
SI No	Name of the Share holder	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No of shares	% of total shares of the company	No of shares	% of total shares of the company
1	OLD MUTUAL GLOBAL INVESTORS SERIES PUBLIC LIMITED COMPANY
	At the beginning of the Year l-Apr-2017	0	0	232467	1.6808
	At the end of the Year 31 -Mar-2018			232467	1.6808
2	SENTHILKUMARN
	At the beginning of the Year l-Apr-2017	0	0	183500	1.3268
	At the end of the Year 31 -Mar-201 8			183500	1.3268
3	SUBRAMANIANP
	At the beginning of the Year l-Apr-2017	0	0	157142	1.1362
	At the end of the Year 31 -Mar-2018			157142	1.1362
4	P L THIRUNAVUKKARASU
	At the beginning of the Year l-Apr-2017	0	0	152857	1.1052
	At the end of the Year 31 -Mar-2018			152857	1.1052
5	CHARTERED CAPITAL & INVESTMENT LTD.
	At the beginning of the Year l-Apr-2017	0	0	62440	0.4515
	At the end of the Year 31 -Mar-2018			62440	0.4515
6	ROYAL COMPUTERS PVT LTD
	At the beginning of the Year l-Apr-2017	0	0	34038	0.2461
	At the end of the Year 3 1 -Mar-20 1 8			34038	0.2461
7	BHAVANA GOVINDBHAI DESAI
	At the beginning of the Year l-Apr-2017	0	0	28571	0.2066
	At the end of the Year 3 1 -Mar-20 1 8			28571	0.2066
8	LALITHA RAMAN
	At the beginning of the Year l-Apr-2017	0	0	25571	0.1849
	At the end of the Year 31 -Mar-2018			25571	0.1849
9	GLOBE CAPITAL MARKET LTD
	At the beginning of the Year l-Apr-2017	0	0	21428	0.1549
	At the end of the Year 31 -Mar-2018			21428	0.1549
10	VISHNUKANTA MODANI
	At the beginning of the Year l-Apr-2017	0	0	20934	0.1514
	At the end of the Year 31 -Mar-2018			20934	0.1514

(v) Shareholding of Directors and Key Managerial Personnel:
SI. No.	For Each of the Directors and KMP	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	MR. SURESH KRISHNAMURTHI RAO
	At the beginning of the year	167561	01.211	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) New Equity Shares were allotted on 30.05.2017 pursuant to the Amalgamation of erstwhile Chemfab Alkalis Limited.	0	0	1256862	9.087
	At the End of the year	167561	01.211	1424423	10.30
2	MR. A. JANAKIRAMAN
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	No Change	No Change	No Change	No Change
	At the End of the year	0	0	0	0
3	MR. T. RAMABADRAN
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): New Equity Shares were allotted on 30.05.2017 pursuant to the Amalgamation of erstwhile Chemfab Alkalis Limited.	No Change	No Change	142	0.001027
	At the End of the year	0	0	142	0.001027
4	MR. C S RAMESH
	At the beginning of the year	1	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): New Equity Shares were allotted on 30.05.2017 pursuant to the Amalgamation of erstwhile Chemfab Alkalis Limited.	No Change	No Change	57	0.000412
	At the End of the year	1	0	58	0.000412
5	MRS. SUJATHAJAYARAJAN
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	No Change	No Change	No Change	No Change
	At the End of the year	0	0	0	0
6	MRS. DRUSHTI DESAI
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	No Change	No Change	No Change	No Change
	At the End of the year	0	0	0	0

7	MRRMAHENDRAN
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	No Change	No Change	No Change	No Change
	At the End of the year	0	0	0	0
8	MR V. M. SRINIVASAN
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc):	No Change	No Change	No Change	No Change
	At the End of the year	0	0	0	0
9	MR. NITIN S COWLAGI
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc):	No Change	No Change	No Change	No Change
	At the End of the year	0	0	0	0
10	MR. G. SOMASUNDARAM
	At the beginning of the year	0	0	0	0
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): New Equity Shares were allotted on 30.05.2017 pursuant to the Amalgamation of erstwhile Chemfab Alkalis Limited.	No Change	No Change	7	0
	At the End of the year	0	0	7	0

V. Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount Rs. In Lakhs^
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	31.96	1603.16		1635.12
ii) Interest due but not paid
i i i ) Interest accrued but not due		222.66		222.66
Total (i ii iii)	31.96	1825.82		1857.78
Change in Indebtedness during the financial year
• Addition	533.40	219.35		752.75
• Reduction
Net Change	533.40	219.35		752.75
Indebtedness at the end of the financial year
i) Principal Amount	565.36	1705.16		2270.52
ii) Interest due but not paid
iii) Interest accrued but not due		340.01		340.01
Total (i ii iii)	565.36	2045.17		2610.53

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Remuneration to Managing Director, Whole-time Directors and/or Manager:
SI. No.	Particulars of Remuneration	Name of MD/WTD/ Manager Total Amount
1.	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	Not Applicable
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2.	Stock Option
3.	Sweat Equity
4.	Commission - as % of profit - others, specify...
5.	Others, please specify
	Total (A)
	Ceiling as per the Act

B. Remuneration to other directors: Amount Rs. in Lakhs
SI. no.	Particulars of Remuneration	Name of Directors								Total Amount
		Mr. Suresh Krishna -murthi Rao	Mr. C. S. Ra-mesh	Mr. R Mahen-dran	Mr. A. Janaki-raman	Mrs. Drusthi Desai	Mr. N. Ganga Ram*	Mrs. Sujatha Jayara-jan	Mr. T. Ram-abadran
1.	Independent Directors
	• Fee for	-	-	-	1.20	1.05	0.30	1.43	1.95	5.93
	attending
	board /
	committee
	meetings
	• Commission	-	-	-	-	-	4.50	4.50	5.50	14.50
	• Others,	_	_	_	_	_	_	_	_
	please specify
	Total (1)	-	-	-	1.20	1.05	4.80	5.93	7.45	20.43

SI. no.	Particulars of Remuneration	Name of Directors								Total Amount
		Mr. Suresh Krish-namurthi Rao	Mr. C. S. Ramesh	Mr.R. Mahen-dran	Mr. A. Janaki-raman	Mrs. Drusthi Desai	Mr.N. Ganga Ram*	Mrs. Sujatha Jayara-jan	Mr. T. Ram-abadran
2.	Other Non-Executive Directors
	• Fee for	_	1.88	0.68	_	_	_	_	_	2.56
	attending board /
	committee
	meetings
	• Commission	26.00	4.50	-	-	-	-	-	-	30.50
	• Others,	_	_	_	_	_	_	_	_	_
	please specify
	Total (2)	26.00	6.38	0.68						33.06
	Total (B) = (1 2)	26.00	6.38	0.68	1.20	1.05	4.80	5.93	7.45	53.49
	Total Manage-	_	_	_	_	_	_	_	_	420
	rial Remuner-
	ation provided for FY 17-18
	Overall	_	_	_	_	_	_	_	_	420
	Ceiling as per the Act

*upto 30 March 2017 in Erstwhile Chemfab Alkalis Limited

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Amount Rs. in Lakhs

SI. no.	Particulars of Remuneration	Key Managerial Personnel
		CEO	Company Secretary	CFO	Total
1.	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	81.89	13.51	29.68	125.08
	(b)Value of perquisites u/s 17(2) Income-tax Act, 1961	0.32	0.81	0.32	1.45
	(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961	-	-	-	-
2.	Stock Option	18.01	-	16.08	34.09
3.	Sweat Equity	-	-	-	-
4.	Commission - as % of profit - others, specify . . .
5.	Others, please specify	-	-	-	-
	Total	100.22	14.32	46.08	160.62

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLI7 COURT]	Appeal made, if any (give Details)
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
C. OTHER OFFICERS IN DEFAULT
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

There were no penalties/punishment/compounding of offences for the year ending 31st March, 2018.

Annexure 2 AOC2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

Details of contracts or arrangements or transactions not at arm''s length basis

There were no contracts or arrangements or transactions entered into during the year ended 31st March 2018, which were not at arm''s length basis.

Details of material contracts or arrangement or transactions at arm''s length basis-No material transactions.

(a) Name(s) of the related party and nature of relationship	(b) Nature of contracts/ arrangements/ transactions	(c) Duration of the contracts / arrangements/ transactions	(d) Salient terms of the contracts or arrangements or transactions including the value, if any:	(e) Date(s) of approval by the Board, if any:	(f) Amount paid as advances, if any:
NIL

	For and on behalf of Board of Directors of
	CHEMFAB ALKALIS LIMITED
	(formerly known as Teamec Chlorates Limited)
Place: Chennai	Suresh Krishnamurthi Rao CHAIRMAN
Date: 10.05.2018	DIN No: 00127809

Annexure 3 (A) Conservation of Energy-

Particulars	Details
(i) The steps taken or impact on conservation of energy;	Most of the conventional lightings were replaced with LED lights. Energy saved: 41500 units per annum
(ii) The steps taken by the company for utilising alternate sources of energy;	The company to install 100 KW Solar Power plant
(iii) The capital investment on energy conservation equipments;	Rs. 3. 92 Lakhs

(B) Technology absorption-

Particulars	Details
(i) The efforts made towards technology absorption;	Installed Caustic soda flaker plant by going for the best technology available in the world from Bertrams, Switzerland
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;	Product improvement from Lye to Solid, reducing the space required to store. Improved water recovery and recycle.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported b) the year of import; c) whether the technology been fully absorbed; d ) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	Caustic Flaker Unit from Bertrams, Switzerland 2013 (Capitalised during the FY 2017 - 18) Yes N/A

(iv) The expenditure incurred on Research and Development.

Amount Rs. In Lakhs
Particulars	2017-18	2016-17
Employee Benefits expense	34.26	32.29
Professional fees	8.68	9.35
Consumption of Stores and spares	11.74	15.35
Travelling expenses	1.39	1.27
Depreciation	7.59	6.17
Total	63.66	64.43

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Particulars	Amount
Foreign exchange earnings	Rs. 44.88 Lakhs
Foreign Exchange outgo	Rs. 1027.23 Lakhs

	For and on behalf of Board of Directors of
	CHEMFAB ALKALIS LIMITED
	(formerly known as Teamec Chlorates Limited)
	Suresh Krishnamurthi Rao
Place: Chennai	CHAIRMAN
Date: 10.05.2018	DIN No: 00127809

ANNUAL REPORT ON CSR ACTIVITIES FORMING PART OF THE BOARD''S REPORT

1 . A brief outline of the company''s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.	The Company will take up community and socially focused activities, with particular emphasis on the following activities, hereinafter referred to as "CSR activities": I. Promoting preventive and general health care, sanitation including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation and provision of safe drinking water.
	II. Promoting education by providing financial assistance to deserving educational institutions, meritorious students, including special education and employment enhancing vocation skills especially among children, women, elderly and differently abled, promoting livelihood enhancement projects and road safety projects with special emphasis on driver training programmes.
	III. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care center and such other facilities for senior citizens.
	IV. Ensuring environmental sustainability, ecological balance, protection of Flora and Fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of the Ganga.
	V. Protection of National heritage, art and culture, including restoration of building and sites of historical importance and works of art, setting up of public libraries, promotion and development of traditional arts and handicrafts.
	VI. Contribution of funds to technology incubators located within academic institutions which are approved by the Central Government;
	VII. Contributing to rural development projects; and
	VIII. Such other activities and projects covered in Schedule VII to the Companies Act, 2013 and notifications made by the Ministry from time to time.

2.	Composition of the CSR Committee
Name of the Member		Category
a. Mr. C.S. Ramesh		Non Executive Director, Chairman
b. Mr. T. Ramabadran		Non-Executive Independent Director, Member
c. Mr. A. Janakiraman		Non-Executive Independent Director, Member
d Mrs. Sujatha Jayarajan		Non-Executive Independent Director, Member
e Mr. R. Mahendran		Non-Executive Director, Member

3.	Average net profit of the company for the last three financial years u/s 135 of Companies Act 2013
	Particulars	Amount (Rs. in Lakhs)
	Net profit/(Loss) for the year 2014-15	(746.80)
	Net profit/(Loss) for the year 2015-16	45.35
	Net profit/(Loss) for the year 2016-17	1597.10
	AVERAGE N.P	298.55

4.	Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
	2% on the Average Net Profits as stated above shall amount to	Rs. 5. 97 Lakhs

5.	Details of CSR Expenditure in FY 2017-18
a.	Total amount spent in the Financial Year 2017-18	Rs. 53. 39 Lakhs
b.	Amount unspent, if any	-

Rs. in Lakhs
c. Details of the Amounts Spent on CSR Projects during the Financial Year 2017-18
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
S. No	CSR project or activity identified	Sector in which the product is covered	Projects or programs (l)Local area or other (2) Specify the state and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Sub-heads: (l)Direct expenditure on projects or programs (2)Over-heads:	Cumulative expenditure up to the reporting period	Amount spent direct or through implementing agency
©	Providing Safe Drinking Water	Schedule VII ©	Local Area, Puducherry/ Tamil Nadu		13.67		Direct
(11)	Socially and economically backward group	Schedule VII (in)	Local Area, Puducherry/ Tamil Nadu		0.20		Direct
(in)	Education and Training	Schedule VII (11)	Local Area, Puducherry/ Tamil Nadu		26.52		Direct
(IV)	Health Care	Schedule VII ©	Local Area, Puducherry/ Tamil Nadu		2.50		Direct
(v)	Environmental Sustainability	Schedule VII (iv)	Local Area, Puducherry/ Tamil Nadu		5.50		Direct
(vi)	Sanitation	Schedule VII ©	Local Area, Puducherry/ Tamil Nadu		5.00		Direct
	TOTAL				53.39

6.	In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.	N.A.
7.	A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.	The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

Place: Chennai
Date: 10.05.2018
	C.S. Ramesh	Suresh Krishnamurthi Rao
	Chairman, CSR Committee	Chairman
	DIN No: 00019178	DIN No: 00127809

Annexure 5

Remuneration Details of Directors and Employees

(i) the ratio of the remuneration of each director to the median remuneration of the

employees of the company for the financial year Amount Rs. in Lakhs

SI. No. Director Name	Remuneration F Y 2017-18	Median Remuneration of Employees FY 2017- 18	Ratio
1 Mr. Suresh Krishnamurthi Rao	26.00	4.38	5.94
2 Mr. C.S. Ramesh	6.38	4.38	1.46
3 Mrs. Drushti Desai	1.05	4.38	0.24
4 Mr. A. Janakiraman	1.20	4.38	0.27
5 Mr. R. Mahendran	0.68	4.38	0.16
6 Mr. N. Ganga Ram*	4.80	4.38	1.10
7 Mrs. Sujatha Jayarajan	5.93	4.38	1.35
8 Mr. T. Ramabadran	7.45	4.38	1.70

*upto 30 March 2017 in Erstwhile Chemfab Alkalis Limited

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Sl.No.	Particulars	Remuneration FY 2017-18	Remuneration FY 2016-17	% Increase
1	Mr. Suresh Krishnamurthi Rao	26.00	20.00	30%
2	Mr. C.S. Ramesh	6.38	6.68	(4%)
3	Mrs Drushti Desai	1.05	0.00	N.A.
4	Mr. A Janakiraman	1.20	0.00	N.A.
5	Mr. R Mahendran	0.68	0.00	N.A.
6	Mr. N. Ganga Ram*	4.80	6.75	(29%)
7	Mrs. Sujatha Jayarajan	5.93	6.75	(12%)
8	Mr. T. Ramabadran	7.45	7.75	(4%)
9	Mr. V.M Srinivasan, CEO	118.16	78.53	50%

10	Mr. Nitin S Cowlagi, CFO	52.18	30.53	71%
11	Mr. G Somasundaram, CS	19.99	17.81	12%

*upto 30 March 2017 in Erstwhile Chemfab Alkalis Limited

(iii) the percentage increase in the median remuneration of employees in the financial year

Median Remuneration FY 2017-18	Median Remuneration FY 2016-17	% Increase
4.38	4.18	5%

(iv) Number of permanent employees on the rolls of company - 216

(v) the explanation on the relationship between average increase in remuneration and company performance

The company follows performance appraisal methodology wherein performance of employees is linked to the key deliverables and key control areas of the company. The increase in remuneration thus suggests better performance of the company in terms of profitability and customer satisfaction, stronger processes and controls, better compliances with various regulations and establishment of better relationship with stakeholders and also factors in inflation.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company

Remuneration of KMP FY 20 17- 18	PAT of the Company FY 2017-18	Remuneration to PAT %
190.33	2547.45	7.47%

(vii) variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

	FY 2017-18	FY 2016-17	Variation
Market Capitalisation	N.A.	N.A.	N.A.
Price Earning Ratio	N.A.	N.A.	N.A.
Net Worth	23,602	21,476	10%

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

	FY 2017-18	FY 2016-17	% Increase
Employees Salary	1521.73	1451.49	5%
Managerial Remuneration	53.49	47.93	12%

The company follows a performance appraisal methodology wherein performances of employees are linked to the key deliverables and key control areas of the company.

(ix) comparison of each remuneration of the Key Managerial Personnel against the performance of the company

Particulars	Remuneration of KMP FY 2017-18	PAT of the Company FY 2017-18	Remuneration to PAT %
CEO	118.16	2547.45	5%
CFO	52.18	2547.45	2%
CS	19.99	2547.45	1%

(x) the key parameters for any variable component of remuneration availed by the directors

The Directors of the company are paid Commission, not exceeding 11% of the net profit of the company which is arrived at as per the relevant provisions of the Companies Act, 2013.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Remuneration of Highest paid Director	26.00
Remuneration of Employee (1)	118.16
Ratio	4.54
Remuneration of Employee (2)	52.18
Ratio	2.01

(xii) affirmation that the remuneration is as per the remuneration policy of the company. It is affirmed that the remuneration is as per the remuneration policy of the Company.

Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

							whether
Employee Name	Designation & Nature of Employment	Qualification and Experience (in years)	Age	Date of Joining & Previous Employment details	Remuneration (Rs. In lakhs)	Percentage of equity shares held	employee is a relative of any director or manager of the
							company
Mr. V.M.	CEO	B.Sc,MBA	50	26/04/20 17 Previous	118.16	Nil	No
Srinivasan	(Permanent Employee)	Experience -30 Years		Employment - CEO, the erstwhile amalgamated Company Chemfab Alkalis Limited and Floking Pipes

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2018

To

Members of

CHEMFAB ALKALIS LIMITED

(Formerly known as TEAMEC CHLORATES LIMITED)

CIN: U24290TN2009PLC071563

Team House, GST Salai,

Vandalur, Chennai- 600048.

Dear Members,

Since the Securities of the Company are not Listed and the Paid-up Share Capital of the Company does not exceed Rs. 50 Crore and the Turnover of the Company does not exceed Rs. 250 Crore, the Secretarial Audit Report presented hereunder is not reported pursuant to section 204(1) of the Companies Act, 2013 read with Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CHEMFAB ALKALIS LIMITED (Formerly known as TEAMEC CHLORATES LIMITED) (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of CHEMFAB ALKALIS LIMITED''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by CHEMFAB ALKALIS LIMITED ("the Company") for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act 2013 (to the extent Sections and Schedules notified) and the rules made thereunder including Amendments, Circulars, Notifications and Removal of Difficulties Order issued by the Ministry of Corporate Affairs from time to time;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under, (not applicable to the company during the period of review)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') as amended:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (not applicable to the company during the period of review)

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (not applicable to the company during the period of review)

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c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (not applicable to the company during the period of review)

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable to the company during the period of review)

f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the company during the period of review)

g) The Securities and Exchange Board of India (Buyback of Securities), Regulations, 1998(not applicable to the company during the period of review)

h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; (not applicable to the Company during the period of review)

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (not applicable to the company during the period of review)

(vi) The Industry specific acts, rules and notification applicable to the Company as stated in Annexure -I of this report -

We further report that based on the information received, explanations given, process explained, records maintained, statutory compliance and statutory internal audit reports submitted to the Board on quarterly basis, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable labour laws, rules, regulations and guidelines.

We have also examined compliance with the applicable clauses of the Secretarial Standards 1 and 2 (including revised) issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We were informed that the share transfer, share transmissions, DEMAT requests received during the period June 2017- March 2018 were not processed by the Registrar and Transfer Agent as all the shares will remain frozen until the shares are listed and trading permission is received from stock exchange.

Pursuant to the National Company Law Tribunal (hereinafter called the "NCLT") order dated 30.03.2017, the transferor Company Chemfab Alkalis Limited amalgamated with Teamec Chlorates Limited. The Transferor Company had to transfer the unpaid/ unclaimed dividend to the Investor Education and Protection Fund (hereinafter called the "IEPF") Account. Hence the payment of Rs 2,36,6057- was made to the IEPF account on 15.06.2017 bearing the CIN of the Transferor Company. However the same could not be reported to the Fund as the status of the Transferor Company has been changed to "Amalgamated". The transferee Company is unable to upload the form as the SRN does not relate to the Company for which payment has been made. The Company has raised ticket with the Ministry of Corporate Affairs which was forwarded to the IEPF Authority however still as on date of the report the error has not been rectified and Form IEPF 1 could not be uploaded pending resolution of error by IEPF Authority.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Non Executive Director(s) and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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All decisions were taken unanimously at the Board meeting and with requisite majority at the Annual General Meeting. There was no Extra- ordinary General Meeting convened during the period under review.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company had:

• Pursuant to NCLT order dated 30.03.2017 and Clause 10 of the Scheme of Amalgamation, the name of the company was changed from "TEAMEC CHLORATES LIMITED" to "CHEMFAB ALKALIS LIMITED". The fresh Certificate of Incorporation was issued on 21.07.2017.

• Pursuant to the Scheme of Amalgamation, the following were amended during the period under review-

o Memorandum of Association with new name, objects clause and capital clause o Altered articles of association with new name of the Company

• On 30.05.2017, allotted 1,31,02,424 equity shares of Rs 107- each to the shareholders of the merged entity "Chemfab Alkalis Limited" and 7,28,080 equity shares of Rs 107- each were issued to the existing shareholders of the Company post reduction of share capital as per the scheme of amalgamation.

• Redeemed 2,60,000 11% Redeemable Cumulative Preference Shares of Rs. 1007-each and 7,00,000 12% Redeemable Cumulative Preference Shares of Rs.lOO/-each

• With the approval of the Shareholders in the Annual General Meeting held on 04.09.2017 amended the objects clause of the Memorandum of Association for the purpose of carrying on the business activities of manufacture and sale of extruded and oriented plastic products including pipes

• With the approval of the Shareholders in the Annual General Meeting held on 04.09.2017 sought for the extension of application of swap ratio fixed for the purpose of allotment of shares to the shareholders of the merged entity Chemfab Alkalis Limited i.e. "for every 7 shares of the face value of Rs 107- each of the company" to the options granted to the employees of the merged entity "Chemfab Alkalis Limited" under the Chemfab Alkalis Employee Stock Option Scheme- 2015 (CAESOS 2015)

Place :	Chennai	Signature:
Date :	10.05.2018	Name of Company Secretary in practice: Dr. B Ravi
		PCS No.: 1810 CP No.: 3318
		MANAGING PARTNER
		B RAVI & ASSOCIATES
		Firm Registration Number: P2016TN052400

Annexure-1

The following are the acts, rules and notifications that are specifically applicable to the Company based on the nature of the business the Company is engaged in:

1. The Water (Prevention And Control Of Pollution) Act, 1974 and rules framed thereunder

2. The Water (Prevention And Control Of Pollution) Cess Act, 1977 and rules framed thereunder

3. The Air (Prevention And Control Of Pollution) Act, 198 land rules framed thereunder

4. The Environmental (Protection) Act, 1986 and rules framed thereunder

5. Manufacture Storage And Import Of Hazardous Chemical Rules, 1989

6. The Public Liability Insurance Act, 1991 and rules framed thereunder

7. The National Environmental Tribunal Act, 1995

8. Environmental Impact Assessment (Environmental Clearance Rules), 1997-Public Hearing

9. The Atomic Energy Act, 1962

10. Radiation Protection Rules ,2004

11. Prevention And Control Of Pollution (Uniform Consent Procedure) Rules, 1999

12. Hazardous Wastes (Management, Handling And Transboundry ) Rules, 2008

13. Batteries (Management and Handling) Rules , 2001

14. Ozone Depleting Substances (Regulation), Rules 2000

15. The Coastal Zone Regulation Rules ,1991

16. Pondicherry Groundwater (Control and Regulation) Act, 2002 and rules framed thereunder

17. EIA Notification For Environmental Clearance, 2006

18. The Chemical Accidents (Emergency Planning, Preparedness, and Response) Rules, 1996

19. Noise pollution(Regulation and Control) Rules, 2000

20. E-waste (Management and Handling) Rules, 2011

21. Petroleum Act, 1934 and rules framed thereunder

22. Explosives Act, 1884 and rules framed thereunder

23. Gas Cylinder Rules, 2004

24. Static and Mobile Pressure Vessels (Unfired) Rules, 1981

25. The Electricity Act, 2003 and rules framed thereunder

26. The Standards of Weights And Measures Act, 1976

27. The Boilers Act, 1923

28. The Factories Act, 1948 and rules framed thereunder

MANAGEMENT DISCUSSION AND ANALYSIS REPORT CHLOR-ALKALI INDUSTRY STRUCTURE AND DEVELOPMENTS

Chlor-Alkali is the basic Heavy Chemical Industry, manufacturing Caustic Soda, with Chlorine, Hydrogen, Sodium Hypo Chlorate and Hydro Chloric Acid as by-products. During the year, the global Caustic lye prices which moved up from 400 to 600 per MT USD CIF are currently at 500 - 550 per MT USD CIF. Imports during the year were lower compared to previous year (by 4 %). Capacity utilization of the Industry for the year has remained at around 82%. Chlorine realization was subdued due to supply demand imbalance.

OPPORTUNITIES AND THREATS

Commodity prices are expected to remain at current levels across all products, except for Crude oil which seems to be firming up and could remain at higher levels than last year. The Caustic prices are expected to continue to remain strong. However the prices of Chlorine and Hydrochloric acid could be under pressure.

On the Chlorine utilization front, demand growth would be there, but would continue to be sector specific. HCL would grow in line with the growth of the other sectors.

Capacity build up in the domestic industry continues to happen at the rate of 6-7% p.a. This will have an impact on the capacity utilisation.

SEGMENT -WISE OR PRODUCT -WISE PERFORMANCE

The Company operates in two segments viz, Chemicals and related Products/Services and PVC-O Pipes. The production and sales volumes in 2017-18 of chemical segment improved compared to previous year.