Sree Rayalaseema Hi-Strength Hypo Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2023
The Directors take immense pleasure in presenting 18th Annual Report on the business and operations of the Company along with the audited financial statements (Standalone and consolidated) for the financial year ended March 31, 2023.
|
Financial Results: |
( Rs. in Lakhs ) |
||||
|
Particulars |
Standalone |
Consolidated |
|||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
||
|
Profit before interest, Depreciation and Tax |
21,457.89 |
15,942.20 |
21,451.36 |
15,941.45 |
|
|
Less: Interest |
474.95 |
320.82 |
474.96 |
320.82 |
|
|
Depreciation |
1,934.66 |
1,922.72 |
1,934.66 |
1,922.72 |
|
|
Profit before Tax Provision for Taxation & |
19,048.28 |
13,698.67 |
19,041.74 |
13,697.92 |
|
|
Deferred Income Tax |
3,616.33 |
3,420.07 |
3,616.33 |
3,420.07 |
|
|
Profit after Tax |
15,431.94 |
10,278.60 |
15,425.40 |
10,277.85 |
|
|
Add: Balance brought forward from previous year |
39,212.51 |
29,448.85 |
39,208.91 |
29,446.00 |
|
|
Less: Other adjustments |
600.95 |
514.94 |
600.95 |
514.94 |
|
|
Balance carried forward to next year |
54,043.51 |
39,212.51 |
54,033.37 |
39,208.91 |
|
During the year under review, the Company achieved turnover of Rs. 1650.11 Crores against previous year turnover of Rs. 1267.27 crores. The profit before tax stood at Rs.190.48 Crores as against Rs. 136.98 crores for the previous year.
Division / Segment Wise Operations
(a) The net sales of Calcium Hypo Chloride during financial year 2022-23 is Rs.468.88 crores as against 331.80 crores in previous year representing an increase of 41.31%.
(b) The net sales of Stable Bleaching Powder during financial year 2022-23 is Rs. 79.42 crores as against 91.34 crores in previous year representing a decrease of 13.04%.
(c) The net sales of Sodium Methoxide during financial year 2022-23 is 67.69 crores as against Rs. 43.17 crores in previous year representing an increase of 56.78% and the net sales of Sodium Hydride during financial year 2022-23 is 5.24 crores as against Rs. 7.73 crores during previous financial year representing a decrease of 32.21%.
(d) The trading activity in coal had fetched an amount of Rs. 652.74 crores as against Rs. 448.92 crores during previous year.
(e) The net sales of Sulphuric acid during financial year 2022-23 is 217.39 crores as against Rs. 298.54 crores during previous financial year representing a decrease of 27.18%.
(f) Total power generated, sold through Thermal, Wind and Solar during the year under review is Rs. 44.12 Crores.
The Board of Directors at their meeting held on 30th May,2023 has recommended a final dividend of Rs.4/- per equity share of face value Rs.10/- each (i.e.,40% on paid up share capital) for the financial year ended 31st March,2023 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2022-23 would aggregate Rs. 6,86,59,284 /-. The dividend will be paid to members whose names appear in the Register of Members as on the book closure date. The dividend payment date is 21st October,2023
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
Transfer of Unclaimed dividend to Investor Education and Protection Fund (IEPF):
In terms of section 124 and 125 of the companies act, 2013 read with the IEPF Authority ( Accounting, Audit, Transfer and Refund Rules) 2016, (âthe Rules''), unpaid or unclaimed dividend pertaining to the financial year 2015-16 will be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2023-24.
The Company had transferred unclaimed or unpaid dividend to IEPF relating to financial year 2010-11 amounting to Rs. 19,49,114/- on 08.06.2018. Further, 29,896 corresponding shares were transferred as per the requirements of the IEPF Rules. The unclaimed or unpaid dividend of financial year 2014-15 amounting to Rs. 26,87,557 transferred to IEPF on 3rd December,2022 and corresponding 10,29,911 shares were transferred to IEPF. The details are made available on Company website www.tgvgroup.com.
The shareholders can claim back their shares /dividend amount transferred to IEPF by filing Form IEPF-5 and other related documents.
The following table provides list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:
k. j
|
Financial Year |
Dividend Declared (%) |
Date of declaration of dividend |
Last date for claiming unpaid dividend |
Unclaimed Dividend Amount* (Rs.) |
Due date for transfer to the IEPF Account |
||
|
2015-16 |
15% |
28.09.2016 |
04.11.2023 |
27,41,488 |
05-11-2023 |
||
|
2016-17 |
15% |
27.09.2017 |
03.11.2024 |
26,90,974 |
04-11-2024 |
||
|
2017-18 |
20% |
28.09.2018 |
04.11.2025 |
36,02,088 |
05-11-2025 |
||
|
2018-19 |
20% |
30.09.2019 |
06.11.2026 |
34,16,997 |
07-11-2026 |
||
|
2019-20 |
25% |
30.11.2020 |
06.01.2028 |
36,55,774 |
07-01-2028 |
||
|
2020-21 |
30% |
30-09-2021 |
06-11-2028 |
43,74,781 |
07-11-2028 |
||
|
2021-22 |
35 % |
29-09-2022 |
05-11-2029 |
51,00,431 |
06-11-2029 |
||
|
âAmount unclaimed as on July 31 |
, 2023. |
||||||
During the year under review , there was no change in the Authorized, Subscribed and Paid up share capital of the company. The Paid up Equity share capital as on 31st March,2023 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of Rs.10/- each.
The Annual Return of the Company for the financial year 2022-23 as required under section 92(3) of the Companies Act, 2013 is available on the website of the company at the link http://www.tgvgroup.com/download/hypo/Annual-Return-2022-23-file..pdf
Board Meetings and its committees conducted during the period under review:
During the year under review, Seven ( 7 ) meetings of the Board of Directors, four (4) meetings of Audit Committee, two(2) meetings of Nomination and remuneration committee, four(4) meeting s of stakeholders relationship committee and one(1) meeting of Corporate Social Responsibility Committee and two(2) meetings of risk management committee were held. Further, the details of same have been enumerated are mentioned in the Corporate Governance Report annexed herewith.
Compliance with Secretarial Standards
The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India
Directorsâ Responsibility Statement:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:
(i) that the preparation of the accounts for the financial year ended March 31 , 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(iv) that the Directors had prepared the accounts for the financial year ended March 31, 2023 on a âgoing 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.
(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.
Directors and Key Managerial Personnel:
In accordance with the provisions of Section 152 of the companies Act,2013 and Articles of Association of the Company, Sri. H Gurunath Reddy (DIN 07211326), and Sri Satyam Gadwal (DIN: 09762624 ) Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Board recommends their reappointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profiles of Sri. H Gurunath Reddy and Sri Satyam Gadwal are being given in the Notice convening the Annual General Meeting .
The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act,2013 are (1) Sri T G Bharath, Chairman and Managing Director (2) Smt V Surekha, Company Secretary and (3) Sri Shaik Ifthekhar Ahmed , Chief Financial Officer .
Evaluation of board performance:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board''s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-
Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process. To familiairze with Company Operations, Programmes were undertaken to Independent and Non-Executive Directors at regular intervals.
Companyâs policy on Directorsâ appointment and remuneration:
The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.
Statement of declaration given by independent directors under section 149(6) :
During the year under review, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their names are included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules,2014. During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees.
Transfer to Reserves:
The Company has not transferred any amount to its Reserves during the year under review.
Subsidiaries, Joint Ventues and Associate Companies :
As on March 31, 2023 your Company has one Wholly owned subsidiary Company M/s TGV Sodium & Electrolite Private Limited and one subsidiary Company M/s TGV Metals and Chemicals Private Limited formed on 10th February,2022. Although Company holds more than 20% of shareholding in M/s MV Salts & Chemicals Pvt Limited, it is not an associate Company within the meaning of Section 2(6) of the Companies Act,2013 and the Company has no joint ventures. As required under SEBI(LODR) Regulations, 2015 and Section 129 of the Companies Act,2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the consolidated financial statements of your Company and its Subsidiary Companies are provided in the Annual Report. The Consolidated financial statements have been prepared in accordance with Ind AS 27. The Consolidated financial statements have been prepared on the basis of audited financial statements of its subsidiary Companies as approved by its Board of Directors. The Consolidated financial statement shows the financial resources, assets, liabilities, income, profit and other details of your Company and its subsidiary after elimination of inter -company transactions. A Separate statement
is annexed explaining salient features of the financial statements of the subsidiary in AOC-1 ((Annexure-A) and the details of such entities of the Company formed/acquired /Ceased during the year are provided in (Annexure-A -1) to this report.
M/s TGV Sodium & Electrolite Private Limited ceases to be Wholly owned subsidiary Company with effect from April 01,2023.
All assets of the Company and other potential risks have been adequately insured. Fixed Deposits:
The Company has not accepted any public deposits under Section 73 of Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2023-24.
Internal control systems and their adequacy:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Change in nature of business:
There is no change in nature of business of the Company.
Significant and material orders passed by the regulators or court:
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
Industrial Relations:
Your Company''s Industrial Relations continue to be harmonious and cordial.
Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :
The Company had made some investments and given loans covered under Section 186 of the Companies Act, 2013 during the financial year under review. The details in respect of investments and loans as per section 186(4) made have been disclosed in the notes to the financial statements.
Particulars of contracts or arrangements with related parties:
All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are material significant related party transactions made by the Company. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into is annexed to this report as Form AOC-2 (Annexure-B). The Company had formulated a policy on dealing with related party transactions which has been uploaded on the Company''s website http://www.tgvgroup.com/download/hvpo/Related-Partv-Transaction-Policy-pdf...pdf
Risk Management Policy was approved by the Board in its meeting held on 30th June,2021. The policy is placed on Company''s website http://www.tgvgroup.com/ download/hvpo/risk-management-policv.pdf .
The management takes necessary steps for implementation of the Policy by identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats. The process involved in Risk Management are identifications of Risk/Evaluation/ Assessment, Prevention & Control, Financing, Measure and Monitor effectiveness, reviewing and reporting.
Dividend Distribution Policy
Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy. The Policy sets out the Parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. As a green initiative, the Policy has been uploaded on the Company''s website and can be accessed at http:// www.tgvgroup.com/download/hvpo/dividend-distribution-policv.pdf .
Vigil Mechanism / Whistle Blower Policy:
The company has adopted a vigil mechanism in the form of a Whistle Blower Policy to provide adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company''s code of conduct in pursuance of provisions of Section 177(10) of the Companies Act,2013. During the year under review, no complaints received under this mechanism. The policy can be accessed on Company''s Website at the link: https://www.tgvgroup.com/download/hypo/VIGIL_MECHANISM_POLICY.pdf
Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:
Information as per Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors'' Report for the year ended 31st March, 2023 is annexed to this Report (Annexure -C).
Business Responsibility and Sustainability Report :
The Business Responsibility and Sustainability Report (âBRSRâ) of the Company for the year 2022-23 forms part of this Annual Report as required under Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report (Annexure -D).
Corporate Governance:
A report on Corporate Governance along with a Certificate for compliance with the conditions of Corporate governance in accordance with Securities Exchange Board of India(Listing Obligations & Disclosure Requirements ) Regulations, 2015 issued by Practicing Company Secretary forms part of this Annual Report (Annexure -E) .
Management Discussion and Analysis Report :
Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations, 2015, âManagement Discussion and Analysis'' has been annexed to this report (Annexure -F ).
Corporate Social Responsibility :
To comply with Section 135 of Companies Act,2013 and other applicable provisions, CSR policy has been approved by the Board and constituted a CSR Committee to monitor the implementation of CSR activities. The details of CSR expenditure, constitution of CSR committee are annexed to this report. (Annexure - G).
M/s S T Mohite & Co., Chartered Accountants (Firm registration number 011410S) were appointed as the statutory auditors of the Company to hold office for five
consecutive years from the conclusion of the 17th Annual General Meeting of the Company held on September 29, 2022, till the conclusion of 22nd Annual General Meeting to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
There are no qualifications , reservation or adverse remark or disclaimer made in the audit report for the financial year 2022-23.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Geeta Serwani & Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the Secretarial Audit Report is annexed to this report (Annexure- I ). The report does not contain any qualification , reservation or any adverse remark.
Cost Auditors:
As per section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audits) Rules,2014 as amended, the Board of Directors of your Company on recommendation of the Audit Committee appointed Sri Thota SSV Santhosh Kumar , Cost Accountants as the Cost Auditors to carry out the cost audit of products of the Company . The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of cost auditors by the members has been set out in the notice of 18th Annual General Meeting of your Company.
The cost audit report for the financial year ended March 31, 2022 issued by M/ s. Santhosh & Associates, Cost auditors in respect of various products prescribed under Cost Audit Rules does not contain any qualification, reservation and the same was filed with Ministry of Corporate Affairs. The cost audit report for the financial year ended March 31 , 2023 is being submitted shortly.
Prevention of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
As per the requirement of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act ) and rules made thereunder, your Company has adopted a policy .
During the year under review , no case was filed under the POSH Act.
Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
There are no material changes which affects the financial position of the Company according to the date of financial year and the date of its report.
Except Sri T G Bharath, Chairman & Managing Director ,no employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Name of the Director |
Ratio to Median Remuneration |
|
Sri.T.G.Bharath, CMD |
189.15 |
|
Sri. A.Kailashnath, Director |
0.14 |
|
Sri. H.Gurunath Reddy, Director |
0.07 |
|
Smt. R Triveni, Director |
0.14 |
|
Sri. PRamachandra Gowd , Director |
0.14 |
|
Sri. Krishnamoorthy Chandraiah Naik, Director * |
0.03 |
|
Sri. Satyam Gadwal ** |
0.04 |
* Demise on 18th September,2022 ** inducted on the Board on 13th October, 2022
(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:
|
Sri.T.G.Bharath, Managing Director |
25% |
|
Smt.V Surekha, Company Secretary |
11.62% |
|
Sri.Ifthekhar Ahmed, Chief Financial Officer |
12.70% |
(iii) The percentage increase in the median remuneration of employees in the financial year - 25.19%.
(iv) The number of permanent employees on the rolls of Company - 414.
(v) Average percentile increase already made in the salaries of employees other than 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 :
The average increase in salaries of employees other than managerial personnel in 2022-23 was 25.19%.
Percentage increase in the managerial remuneration for the year is 25%.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders , Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels , during the year under review.
Mar 31, 2018
To
The Members
The Directors have pleasure in presenting the Thirteenth Annual Report of the Company for the year ended 31st March, 2018.
1. Financial Results: (Rs. in lakhs)
|
Parituculars |
2017 - 2018 |
2016 - 2017 |
|
Profit before interest, Depreciation and Tax |
6267.41 |
4555.46 |
|
Less : Interest |
699.99 |
638.80 |
|
Depreciation |
1866.07 |
2465.39 |
|
Profit before Tax |
3701.35 |
1451.27 |
|
Provision for Taxation & Deferred Income Tax |
40.72 |
(386.28) |
|
Profit after Tax |
3660.63 |
1837.55 |
|
Add: Balance brought forward from previous year |
15513.20 |
14033.32 |
|
Other adjustments |
(279.86) |
(357.67) |
|
Balance carried forward to next year |
18893.98 |
15513.20 |
2. Performance:
During the year the Company achieved turnover of Rs. 555 crores against previous year turnover of Rs. 391 crores. The profit before tax stood at Rs.37.01 crores as against Rs. 14.51 crores for the previous year.
3. Expansion of sulphuric acid plant : The new sulphuric acid plant with 180 tonnes per day capacity was commenced in the month of January, 2018. Another plant with same capacity is under execution and civil, mechanical works at site are under progress. It is expected to be commissioned by December, 2018.
4. Registration under Patent Act: Hypo production process has been now registered under Patent Act which will safeguard our process and technology.
5. Division / Segment Wise Operations
(a) The net sales of Calcium Hypo Chloride during financial year 2017-18 is Rs. 224.83 crores as against 187.94 crores in previous year representing an increase of 16%.
(b) The net sales of Stable Bleaching Powder during financial year 2017-18 is Rs. 66.31 crores as against 41.01 crores in previous year representing an increase of 38%.
(c) The net sales Monochloro Acetic Acid during financial year 2017-18 is Rs. 0.74 crores as against 7.59 crores in previous year representing a decrease of 9.75 %.
(d) The net sales of Sodium Methoxide during financial year 2017-18 is 17.54 crores as against Rs. 17.53 crores during previous financial year and the net sales of Sodium Hydride during financial year 2017-18 is 24.83 crores as against Rs. 15.24 crores during previous financial year representing an increase of 38%.
(e) The trading activity in coal had fetched an amount of Rs. 109.78 crores as against Rs. 13.06 crores during part of previous financial year.
(f) The net sales of Sulphuric acid during financial year 2017-18 is 29.26 crores as against Rs. 21.73 crores during previous financial year representing an increase of 26%.
(g) Total power generated, sold including capative through Thermal, Wind and Solar during the year under review is Rs.2732.44 lakhs.
6. Dividend:
Your Directors have recommended a final dividend of Rs.2/- (i.e.,20%) per equity share of face value Rs.10/- each for the financial year ended 31st March, 2018. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2017-18 would aggregate Rs.3,26,13,160. The dividend will be paid to members whose names appear in the Register of Members as on 21.09.2018. The dividend payment date is 25.10.2018.
7. Investor protection and Education Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority ( Accounting, Audit, Transfer and Refund Rules) 2016, (âthe Rulesâ), all unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the Company has transferred unclaimed or unpaid dividend amounting to Rs. 19,49,114/- on 08.06.2018 relating to dividend declared in the year 2010-11. Further, 29,896 corresponding shares were transferred as per the requirements of the IEPF Rules. The details are made available on Company website, www.tgvgroup.com.
The following table provides list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:
|
Financial Year |
Dividend Declared (%) |
Date of declaration of dividend |
Last date for claiming unpaid dividend |
Unclaimed Dividend Amount* (Rs.) |
Due date for transfer to the IEPF Account |
|
2014-15 |
15% |
30.09.2015 |
06.11.2022 |
27,11,272 |
07.11.2022 |
|
2015-16 |
15% |
28.09.2016 |
04.11.2023 |
27,78,067 |
05.11.2023 |
|
2016-17 |
15% |
27.09.2017 |
03.11.2024 |
27,27,310 |
04.11.2024 |
* Amount unclaimed as on 30th June, 2018.
8. Board Meetings:
During the year 6(six) Board meeting and 5(five) Audit Committee Meetings were held and the details of which are mentioned in Corporate Governance Report.
9. Transfer to Reserves
Your Company did not transfer any sum to the General Reserve for the financial year under review.
10. Subsidiaries, Joint Ventues and Associate Companies :
The Company has no subsidiaries and joint ventures. In case of Associate Company TGV SRAAC LIMITED, it had been concluded that the Company is not exercising significant influence although it holds more than 20% of share capital. Hence Company ceased to account the investment in TGV SRAAC Limited as per equity method in Ind As-28, investment in associates and Joint Ventures with effect from 01.04.2016. The details of such entities of the Company formed/ acquired and /or companies during the year are provided in AOC-1 (Annexure-A) to this report.
11. Insurance:
All assets of the Company and other potential risks have been adequately insured.
12. Fixed Deposits:
The Company has not accepted any public deposit and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
13. Listing of Shares:
The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2018-19.
14. Safety and Environment Protection:
Management considers safety as paramount and in this regard continuous effort is being put. There is total compliance of use of PPEs and work permit system. Frequent training of employees and contractors are also being arranged. More efforts are being put on housekeeping to avoid fire and tripping hazards. These are being monitored by all senior executives and directors on daily basis.
All vents and emission points are now connected to efficient wet scrubbing system. New and second Sulphuric acid plant is fitted with a full capacity caustic scrubber to avoid any start up gas escape. New sulphonation plant ensures conversion of chlorine bearing effluent into gypsum.
15. Industrial Relations:
Your Companyâs Industrial Relations continue to be harmonious and cordial.
16. Preferential Allotment :
On 26.03.2018, the Company had allotted 8,15,329 Equity shares of Rs. 10/each (at a premium of Rs. 88.19 per share) upon Conversion of warrants under 2nd tranche on preferential basis and necessary trading approvals in this regard were received from both stock exchanges i.e., BSE and National Stock Exchange of India Limited.
17. Directors and Key Managerial Personnel :
Sri. H.Gurunath Reddy, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. For continuation of directorship of Sri Krishnamoorthy Chandraiah Naik, Non-Executive Director who is 84 years old , Special resolution is placed for members approval.
The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed.
18. Evaluation of board performance:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Boardâs functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.
19. Companyâs policy on directorsâ appointment and remuneration
The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection ,appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.
20. Statement of declaration given by independent directors under section 149(6)
The company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 .
21. Particulars of loans, guarantees or investments under section 186
The Company had not given any loans , guarantees during the year 2017-18.
22. Particulars of contracts or arrangements with related parties
All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. There are material significant related party transactions made by the Company . All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors . Form AOC-2 is annexed to this report (Annexure-B).
23. Risk management policy
A special team with senior executives had been formed to assist the Board (a) Overseeing and approving the Companyâs enterprise risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit , market, liquidity, security, property, IT, legal and other risks and there is an adequate risk management infrastructure. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
24. Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy.
25. Extract of Annual Return :
The details forming part of the extract of Annual Return (Form-MGT-9) is annexed to this report (Annexure-C.)
26. Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:
Information as per Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directorsâ Report for the year ended 31st March, 2018 is annexed to this Report (Annexure D).
27. Corporate Governance:
A separate report on Corporate Governance is being enclosed to this report (Annexure -E) a part of the Annual Report along with a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under regulation 34(3) read with Schedule V of SEBI(LODR) Regulations, 2015.
28. Management Discussion and Analysis Report :
Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations, 2015, âManagement Discussion and Analysis â has been annexed to this report (Annexure -F ).
29. Corporate Social Responsibility :
CSR Committee monitors the implementation of C.S.R. activities. During the year there is no change in the constitution of the CSR Committee. The members of the committee are Sri A Kailashnath as Chairman and Smt.D S Sai Leela , Sri P Ramachandra Gowd as members. Appropriate steps are taken by the company to integrate CSR activities for the development of areas surrounding the Company in particulars and other areas in general. During the financial year 2017-18 ,the company had to spent Rs.43,80,317 as against this the Company had spent Rs. Rs. 44,22,424.Details of C.S.R. activities are annexed to this report (Annexure - G).
30. Cost Auditors and their Report :
As per section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audits) Rules, 2014 as ammended, the Board of Directors of your Company on recommendation of the Audit Committee appointed M/s. Kapardhi & Associates, Cost Accountants as the Cost Auditors to carry out the cost audit of products of the Company. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of cost auditors by the members has been set out in the notice of 13th Annual General Meeting of your Company.
The cost audit report for the financial report ended 31st March, 2017 issued by M/s Kapardhi & Associates, Cost auditors in respect of various products prescribed under Cost of Audit Rules does not contain any qualification, reservation and the same was filed with the Ministry of Corporate Affairs. The cost audit report for the financial year ended March 31st, 2018 is being submitted shortly.
31. Statutory Auditors:
M/s T. Adinarayana & Co., Chartered Accountants (Registration No.000041S), were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 27th September, 2017 for a term of five consecutive years. As per the provisions of section 139 of Companies Act, 2013 , the appointment of Auditors is required to be ratified by members at every Annual General Meeting.
In accordance with the Companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Auditors Report does not contain any qualification, reservation or any adverse remark.
32. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Geeta Serwani & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Report of the Secretarial Audit Report is annexed to this report (Annexure- H ). The report does not contain any qualification, reservation or any adverse remark.
33. Disclosure as per Sexual Harrassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2017-18, the Company received no complaints on sexual harassment.
34. Directorsâ Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed:
(i) that the preparation of the accounts for the financial year ended 31st March, 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2018 on a âgoing concernâ 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.
(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.
35. Explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in Practice.
There are no qualifications, reservation or adverse remark or disclaimer made by Statutory auditor in his report and Company secretary in practice in the secretarial audit report.
36. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
There are no material changes which affects the financial position of the Company according to the date of financial year and the date of its report .
37. Particulars of Employees:
No employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
38. Particulars of Remuneration:
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Name of the Director |
Ratio to Median Remuneration |
|
Sri.T.G.Bharath, Chairman & Managing Director |
85.64 |
|
Sri.A.Kailashnath, Director |
0.14 |
|
Sri.H.Gurunath Reddy, Director |
0.07 |
|
Smt.D.S. Sai Leela, Director |
0.14 |
|
Sri.P.Ramachandra Gowd, Director |
0.14 |
|
Sri.Krishnamoorthy Chandraiah Naik, Director |
0.07 |
(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:
|
Sri.T.G.Bharath, Chief Executive Officer |
25.35% |
|
Smt.V Surekha, Company Secretary |
4.51% |
|
Sri.Ifthekhar Ahmed, Chief Financial Officer |
41% |
(iii) The percentage increase in the median remuneration of employees in the financial year - 5%
(iv) The number of permanent employees on the rolls of Company - 400
(v) Average percentile increase already made in the salaries of employees other than 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 :
The average increase in salaries of employees other than managerial personnel in 2017-18 was 5%. Percentage increase in the managerial remuneration for the year was 60%.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES
39. Acknowledgements:
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels, during the year under review.
For and on behalf of the Board
Sd/-
T.G. Bharath
Place : Kurnool Chairman & Managing Director
Date : 14th August, 2018 (DIN : 00125087)
Mar 31, 2016
DIRECTORSâ REPORT
To
The Members
The Directors have pleasure in presenting the Eleventh Annual Report of the Company for the year ended 31st March, 2016.
Financial Results: ( Rs. in lakhs )
|
Particulars |
2015 - 2016 |
2014 - 2015 |
|
Profit before interest, Depreciation and Tax |
4457.54 |
4712.51 |
|
Less : Interest |
935.26 |
1160.97 |
|
Depreciation |
971.68 |
975.77 |
|
Profit before Tax |
2550.60 |
2575.77 |
|
Provision for Taxation & Deferred Income Tax |
678.83 |
638.69 |
|
Profit after Tax |
1871.77 |
1937.08 |
|
Add: Balance brought forward from previous year |
12196.21 |
10051.56 |
|
Other adjustments |
(359.47) |
207.56 |
|
Balance carried forward to next year |
13708.51 |
12196.21 |
Performance:
During the year the Company achieved turnover of Rs. 38106.37 lakhs against previous year turnover of Rs. 41114.96 lakhs. The profit before tax stood at Rs.2550.60 lakhs as against Rs.2575.77 lakhs for the previous year.
Dividend:
Your Directors have recommended a final dividend of Rs.1.50 (i.e.,15%) per equity share of face value Rs.10/- each for the financial year ended 31st March,2016 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2015-16 would aggregate Rs.2,20,94387/-. The dividend will be paid to members whose names appear in the Register of Members as on 21.09.2016. The dividend payment date is 25.10.2016.
Scheme of Arrangement:
The Board of Directors of the Company in their meeting held on 19th September, 2015 approved draft Scheme of Arrangement between Company and its four Wholly Owned Subsidiary Companies. After receipt of NOC from Stock Exchanges BSE and NSE where the shares of the Company are listed, draft scheme was filed with Hon''ble High Court of Judicature at Hyderabad for the State of Telengana and Andhra Pradesh. The draft Scheme of Arrangement was approved by members in the Court convened Extra Ordinary General Meeting with Appointed date as 01.04.2016. Due to technical matters and subsequent developments the Company could not file the Company Petitions. The Board of Directors in their meeting held on 29.08.2016 had decided not to proceed with Scheme of Arrangement as it is not viable due to technical issues in respect of thermal and wind power generation undertakings, legal and tax matters. As per advice of counsels, the Company decided to drop the Scheme of Arrangement by not filing Company Petitions. There are no demerger of any undertakings as per proposed Scheme of Arrangement and status quo continue.
Board Meetings:
During the year 9(nine) Board meeting and 5(five) Audit Committee Meetings were held and the details of which are mentioned in Corporate Governance Report.
Reserves:
During the year the Company had transferred an amount of Rs.93,58,857/- to General Reserves.
Subsidiaries, Joint Ventues and Associate Companies :
As on 31.03.2016 your Company has four Wholly Owned Subsidiary Companies and one Associate Company. As required under SEBI(LODR) Regulations, 2015 and Sec129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the consolidated financial statements of your Company, its subsidiaries and Associate Company are provided in the Annual Report. The Consolidated financial statements have been prepared in accordance with AS 21, Consolidated Financial Statements and AS 23, Accounting treatment of investments of associate companies, issued under the Company(Accounting Rules),2006 which are deemed accounting standards under section 133 of the Companies Act, 2013. The consolidated financial statements have been prepared on the basis of audited financial statements of its subsidiaries and associate company as approved by their respective Board of Directors. The Consolidated financial statement shows the financial resources, assets, liabilities, income, profits and other details of your Company and its subsidiaries after elimination of inter- company transactions and in case of associate accounting for its share of profits by a single entity after eliminating un-realized profits. A separate statement is annexed to the Notes on accounts explaining salient features of the financial statements of the Company and its subsidiaries and associates in AOC-1 (Annexure-A) pursuant to Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014 and the name of subsidiaries and associates of the Company formed/ acquired and /or companies ceased to be subsidiary companies and associate company during the year are provided in (Annexure-B).
Insurance:
All assets of the Company and other potential risks have been adequately insured.
Deposits:
The Company has not accepted any public deposit and as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.
Listing of Shares:
The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2016-17.
Directors:
Sri. H.Gurunath Reddy, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Dr. A.H.Praveen, Independent Director resigned from the Board with effect from 30.05.2016 and Sri.A.Kailashnath appointed as Director on 30.05.2016 in casual vacancy caused due to resignation of Dr.A.H.Praveen.
The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed.
Evaluation of Board Performance
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board''s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.
Companyâs policy on Directorsâ appointment and remuneration
The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.
Statement of declaration given by Independent Directors under section 149(6)
The company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.
Particulars of loans, guarantees or investments under section 186
The Company had not given any loans, guarantees during the year 2015-16. But investments to the extent of Rs.4,00,000/- in wholly owned subsidiary companies were made during the year.
Particulars of contracts or arrangements with related parties
All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. Form AOC-2 is annexed as (Annexure-C).
Risk Management Policy
A special team with senior executives had been formed to assist the Board (a) Overseeing and approving the Company''s enterprise risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit , market, liquidity, security, property, IT, legal and other risks and there is an adequate risk management infrastructure. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy.
Extract of Annual Return :
The details forming part of the extract of Annual Return (Form-MGT-9) is annexed as (Annexure-D.)
Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:
Information as per Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors'' Report for the year ended 31st March, 2016 is annexed to this Report (Annexure-E).
Corporate Governance:
A separate report on Corporate Governance (Annexure-F) is being incorporated as a part of the Annual Report along with a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under regulation 34(3) and 53(f) read with Schedule V of SEBI(LODR) Regulations, 2015.
Management Discussion and Analysis Report :
Further to comply with regulation 34(3) and 53(f) read with Schedule V of SEBI(LODR) Regulations, 2015, âManagement Discussion and Analysis âhas been given as Annexure-G to the Directorsâ Report.
Corporate Social Responsibility :
Composition of CSR Committee : CSR Committee reconstituted on 30.05.2016 with Sri A Kailashnath as Chairman and Smt.D S Sai Leela and Sri P Ramachandra Gowd as members. During the financial year 2015-16, the company had spent Rs.2,52,189/- for providing drinking water, Rs.10,90,000 for promotion of education and Rs.2,33,200 towards animal welfare.
Amount to be spent as per section 135 of Companies Act, 2013 - Rs. 32,76,921/-
Total amount spent by Company during financial year - Rs. 15,75,389/-
Cost Auditors:
The Cost Audit under Section 148 of Companies Act, 2013 is carried out in respect of the products of the Company by M/s. Kapardhi & Associates, (M 9488) - Cost Auditor of the Company for the financial year 2014-15 and Cost Audit Report ( Form-I )in XBRL format had been filed with Central Government .
Statutory Auditors:
The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants, Hyderabad, were appointed at the 9th Annual General Meeting held on 29.09.2014 for a period of 3 years. As per the provisions of Section 139 of Companies Act, 2013 , the appointment of auditor is required to be ratified by members at every Annual General Meeting.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Geetha Serwani & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure-Hâ.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2015-16, the Company received no complaints on sexual harassment.
Directorsâ Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:
(i) that the preparation of the accounts for the financial year ended 31st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2016 on a âgoing 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.
(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.
Explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in Practice.
There are no qualifications, reservation or adverse remark or disclaimer made by Statutory auditor in his report and Company secretary in practice in the secretarial audit report.
Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
There are no material changes which affects the financial position of the Company according to the date of financial year and the date of its report .
Particulars of Employees:
No employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
Particulars of Remuneration:
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Name of the Director |
Ratio to Median Remuneration |
|
Sri T.G.Bharath , CMD |
47.74 |
|
Dr. A.H.Praveen , Director |
0.12 |
|
Sri H.Gurunath Reddy, Director |
0.08 |
|
Smt. D.Sai Leela , Director |
0.12 |
|
Sri P.Ramachandra Gowd , Director |
0.11 |
|
Sri Krishnamoorthy Chandraiah Naik, Director |
0.09 |
|
Sri N.Ramachandra Rao, Director (up to 15.06.2015) |
0.02 |
(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:
|
Sri T.G.Bharath - Chairman & Managing Director |
0% |
|
Sri Ifthekhar Ahmed - Chief Financial Officer |
11.68 % |
|
Smt.V Surekha - Company Secretary |
6.36 % |
(iii) The percentage increase in the median remuneration of employees in the financial year - 5%
(iv) The number of permanent employees on the rolls of Company - 400
(v) Average percentile increase already made in the salaries of employees other than 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 :
The average increase in salaries of employees other than managerial personnel in 2015-16 was 5%. Percentage increase in the managerial remuneration for the year was Nil.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES
Acknowledgements:
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels, during the year under review.
For and on behalf of the Board
Sd/-
T.G. BHARATH
Place : Kurnool Chairman & Managing Director
Date : 29th August, 2016 DIN : 00125087
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Tenth Annual Report and
the Audited Accounts of the Company for the year ended 31st March,
2015.
Financial Results: ( Rs. in lakhs )
Parituculars 2014 - 2015 2013 - 2014
Profit before interest,
Depreciation and Tax 4712.51 3581.20
Less : Interest 1160.97 924.13
Depreciation 975.77 1491.08
Prior period adjustments - 0.18
Profit before Tax 2575.77 1165.81
Provision for Taxation &
Deferred Income Tax 638.69 422.22
Profit after Tax 1937.08 743.58
Add: Balance brought forward
from previous year 10051.56 9307.98
Other adjustments 207.56 0.00
Balance carried forward to 12196.20 10051.56
next year
Performance:
During the year the Company achieved turnover of Rs. 41114.96 lakhs
against previous year turnover of Rs. 31169.27 lakhs. The profit before
tax stood at Rs.1937.08 lakhs as against Rs.743.60 lakhs for the
previous year.
Dividend:
Your Directors have recommended a final dividend of Rs.1.50 (i.e.,15%)
per equity share of face value Rs.10/- each for the financial year
ended 31st March,15 . The dividend payment is subject to approval of
members at the ensuing Annual General Meeting. The total cash outflow
on account of dividend on equity shares for the financial year 2014-15
would aggregate Rs.22075034/-. The dividend will be paid to members
whose names appear in the Register of Members as on 23.09.2015. The
dividend payment date is 26.10.2015.
Board Meetings:
During the year 7(seven) Board meeting and 4(four) Audit Committee
Meetings were held and the details of which are mentioned in Corporate
Governance Report.
Reserves:
During the year the Company had transfered an amount of Rs.96,85,413/-
to General Reserves.
Subsidiaries, Joint Ventues and Associate Companies :
As on 31.03.2015 the Company is not having any subsidiary Companies and
Joint venture Companies. Sree Rayalaseema Alkalies and Allied Chemicals
Limited is the only Associate Company as per Section 2(6) of Companies
Act, 2013.
Insurance:
All assets of the Company and other potential risks have been
adequately insured.
Fixed Deposits:
The Company has not accepted any public deposit and as such, no amount
on account of principle or interest on public deposits was outstanding
as on the date of the balance sheet.
Listing of Shares:
The Equity shares of your Company are listed on BSE Ltd. and National
Stock Exchange of India Ltd. The Company has paid the Annual Listing
fees to each of these Stock Exchanges for the financial year 2015-16.
Directors:
Sri. Krishnamoorthy Chandraiah Naik , Director is retiring by rotation
at the ensuing Annual General Meeting and being eligible offers himself
for reappointment . Sri.H.Gurunath Reddy appointed as Director in
Casual vacancy with effect from 15.06.2015 and whose term of office
will expire on the date of this AGM. The Company has received requisite
amount of deposit from a shareholder proposing Sri.H.Gurunath Reddy
candidature as Director, whose position is subject to retire by
rotation. Necessary resolution along with explanatory statement is
placed in the Notice of AGM for your approval.
Sri.P.Ramachandra Gowd will be appointed as Independent Director for a
term of 5 years . Necessary resolution is placed in the notice of
Annual General Meeting for members approval. Sri.N.Ramachandra Rao
,Independent Director had resigned from the Board with effect from
15.06.2015 .
The brief particulars of the Directors seeking appointment /
re-appointment at this Annual General Meeting are being annexed to the
Corporate Governance Report.
Evaluation of board performance
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out performance evaluation
taking into consideration of various aspects of the Board's
functioning, composition of Board, and its Committees, execution, and
performance of specific duties, obligations and governance. The
Performance of evaluation of Independent Directors was completed. The
Performance evaluation of Chairman and the Non-Independent Directors
was carried out by the Independent Directors. The Board of Directors
expressed their satisfaction with evaluation process.
Company's policy on Directors' Appointment and Remuneration
The Nomination and Remuneration Committee had been constituted by the
Board which ensures the selection, appointment of persons having wide
exposure in their respective fields and remuneration to Directors, Key
Managerial Personnel and Senior Management of the Company. The Board on
the recommendation of the Nomination & Remuneration Committee takes
necessary steps and decisions.
Statement of declaration given by independent Directors under section
149(6)
The company has received the necessary declarations from each
Independent Director in accordance with Section 149(7) of the Companies
Act, 2013 that he/she meets the criteria of independence as laid out in
sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49
of the Listing Agreement.
Particulars of loans, guarantees or investments under section 186
The Company had not given any loans , guarantees or made investments
during the year 2014-15.
Particulars of contracts or arrangements with related parties
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions are
placed before the Audit Committee as also the Board for approval, where
ever required. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseeable and repetitive
nature. A statement giving details of all related party transactions
entered into pursuant to the omnibus approval so granted are placed
before the Audit Committee and the Board of Directors on a quarterly
basis. FormAOC-1 and AOC-2 are annexed as (Annexure-F).
Risk management policy
A special team with senior executives had been formed to assist the
Board (a) Overseeing and approving the Company's enterprise risk
management framework and (b) Overseeing that all the risks that the
organization faces such as strategic, financial, credit , market,
liquidity, security, property, IT, legal and other risks and there is
an adequate risk management infrastructure. The Company manages,
monitors and reports on the principal risks and uncertainties that can
impact its ability to achieve its strategic objectives.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour
the company has adopted a vigil mechanism policy.
Extract of Annual Return :
The details forming part of the extract of Annual Return (Form-MGT-9)
is annexed as (Annexure-A.)
Particulars of Energy conservation, Technology Absorption and Foreign
Exchange earnings and outgo:
Information as per Section 134 (3) of the Companies Act, 2013 read with
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 are forming part of the Directors' Report for
the year ended 31st March, 2015 is annexed to this Report (Annexure B).
Corporate Governance:
A separate report on Corporate Governance (Annexure -C) is being
incorporated as a part of the Annual Report along with a Certificate
from the Auditors of the Company regarding the compliance of the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement .
Management Discussion and Analysis Report :
Further to comply with Clause - 49 of listing agreement 'Management
Discussion and Analysis ' has been given as Annexure -D to the
Directors' Report .
Corporate Social Responsibility :
The composition of CSR Committee : (1) Smt. D. Sai Leela (2) Dr. A.H.
Praveen (3) Sri P. Ramachandra Gowd. During the financial year 2014 -
15, the Company had spent Rs. 3 Lakhs towards providing safe drinking
water facility out of total CSR Expenditure to be spent as per section
135 of Companies Act, 2013. The committee is in the process of
exploring new projects in this regard. On finalization of the same, the
unspent amount will be spent in the current finacial year.
Cost Auditors:
The Cost Audit under Section 148 of Companies Act, 2013 is carried out
in respect of the products of the Company by M/s. Kapardhi &
Associates, (M 9488) - Cost Auditor of the Company for the financial
year 2014-15 and Cost Audit Report (Form-I) in XBRL format had been
filed with Central Government .
Statutory Auditors:
The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants,
Hyderabad, retire at the ensuing Annual General Meeting of the Company
and have confirmed their eligibility and willingness to accept office,
if re-appointed. Your Directors propose the reappointment of M/s. S.T.
Mohite & Co., as Statutory Auditors to hold office until the conclusion
of the next Annual General Meeting of the Company. The Firm is peer
reviewed and holds a peer review certificate.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Geetha Serwani &
Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the Financial Year 2014-15. The
Report of the Secretarial Audit Report is annexed herewith as
"Annexure- E ".
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed there under.
During the financial year 2014-15, the Company received no complaints
on sexual harassment.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the accounts for the financial year
ended 31st March, 2015, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as 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
profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the Directors had prepared the accounts for the financial
year ended 31st March, 2015 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.
(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.
Explanations or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Auditors and the Practicing Company
Secretary in Practice.
There are no qualifications, reservation or adverse remark or
disclaimer made by Statutory auditor in his report and Company
secretary in practice in the secretarial audit report.
Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report.
There are no material changes which affects the financial position of
the Company according to the date of financial year and the date of its
report. The Company had promoted four 100% wholly owned subsidiary
Companies in the current financial year.
Particulars of Employees:
No employee of the Company is drawing remuneration as prescribed under
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014.
Particulars of Remuneration:
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197(12) of Companies Act,2013 and Rule 5(1)
of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Ratio to Median
Name of the Director Remuneration
Sri.T.G.Bharath, CMD 60.39
Dr.A.H.Praveen, Director 0.12
Sri.N.Ramachandra Rao, Director 0.12
Smt.D.Sai Leela, Director 0.09
Sri.N.Ramachandra Gowd, Director 0.06
Sri.Krishnamoorthy Chandraiah Naik, Director 0.06
(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:
Sri.T.G.Bharath, CMD & CEO 150%
Sri.A.Sambasiva Rao, CFO 11%
Smt.V Surekha, Company Secretary 15.39%
(iii) The percentage increase in the median remuneration of employees
in the financial year - 5%
(iv) The number of permanent employees on the rolls of Company - 541
(v) The explanation on the relationship between average increase in
remuneration and Company performance:
The increase in remuneration is in line with the market trends.
(vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company :
Particulars Rs. / Lacs
Remuneration of key managerial personnel
(KMP)during financial year 2014-15
(aggregated) 134.58
Total revenue 41114.96
Remuneration (as a % of total revenue) 0.33%
(vii) Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
As at As at
Particulars Unit 31.03.2015 31.03.2014
Closing rate of share at BSE/NSE Rs. Rs.45/- Rs.21.70/-
EPS Rs. 13.16 5.05
Market capitalization Rs./Lacs 662.25 319.35
Price Earning Ratio Ratio 3.42 4.30
(viii) Average percentile increase already made in the salaries of
employees other than 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 :
The average increase in salaries of employees other than managerial
personnel in 2014-15 was 5%. Percentage increase in the managerial
remuneration for the year was 150%.
(ix) Comparison of the each remuneration of the key Managerial
Personnel against the performance of the Company:
Remune- Total Remuneration
Name of person ration Revenue as % of total
(Rs./lacs) (Rs./lacs) revenue
Sri.T.G.Bharath, CMD & CEO 120.00 41114.96 0.29%
Sri.A.Sambasiva Rao (CFO) 9.19 41114.96 0.02%
Smt.V.Surekha 5.39 41114.96 0.01%
(Company Secretary)
(x) The key parameters for any variable component of remuneration
availed by the Directors : No
(xi) The ratio of 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 : NIL
(xii) Affirmation that the remuneration is as per the remuneration
policy of the Company : YES
C. Foreign Exchange Earnings and Outgo:
a) Activities relating to exports, initiatives taken to increase
Exports, development of new export market for products and services and
export plans:
The Company is continuously exploring the new markets for export of its
products- Hi-strength Hypo Chlorite, Stable Bleaching Powder, Mono-
Chloro Acetic Acid and Sulphuric Acid
b) Total Foreign Exchange used/earned (Rs. in lakhs)
i. Foreign Exchanged earned 17757.44
ii. Foreign Exchange used 4317.94
Acknowledgements:
Your Directors would like to express their grateful appreciation for the
assistance and co-operation received from Customers, Banks, Suppliers,
Shareholders , Government departments and other statutory authorities
and others associated with the Company. Your directors also wish to
place on record their appreciation for the contributions made by
employees at all levels , during the year under review .
For and on behalf of the Board
Sd/-
T.G. BHARATH
Place : Kurnool Chairman & Managing Director
Date : 14th August, 2015 DIN : 00125087
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the Ninth Annual Report of
the Company for the year ended 31st March, 2014.
Financial Results: (Rs. in lakhs)
Particulars 2013-14 2012-13
Profit Before Interest, Depreciation and Tax 3581.20 3789.86
Less : Interest 924.13 789.44
Depreciation 1491.08 1319.94
Loss on sale / Loss due to floods - 0.81
Prior period adjustments 0.18 398.62
Profit Before Tax 1165.81 1281.05
Provision for Taxation & Deferred Income Tax 422.22 351.99
Profit After Tax 743.58 929.06
Add: Balance brought forward from previous year 9307.98 8378.92
Balance carried forward to next year 10051.56 9307.98
Operations:
During the year the Company achieved turnover of Rs. 29670.11 lakhs
against previous year turnover of Rs. 29966.76 lakhs. The project
relating to 10MW thermal power plant is commissioned during financial
year 2013-14.
Dividend:
In view of the need for augmenting resources for on going capex
projects, margin for working capital and stabilization of activities,
your Directors have decided not to declare any dividend for the year
2013-14.
Risk Management:
All assets of the Company and other potential risks have been
adequately insured.
Fixed Deposits:
The Company has not accepted any public deposit and as such, no amount
on account of principle or interest on public deposits was outstanding
as on the date of the balance sheet.
Preferential allotment of shares :
During the year there is an increase of Rs.49,25,060 in Paid Up Equity
Share capital of the Company. The Company had allotted 4,92,506 Equity
shares of Rs. 10/- each on 13.07.2013 pursuant to conversion of
warrants under 2nd tranche to one of the promoters of the Company under
preferential issue as per approvals given by the members and Stock
Exchanges.
Listing of Shares:
The Equity shares of your Company are listed on BSE Ltd. and National
Stock Exchange of India Ltd. The Company has paid the Annual Listing
fees to each of these Stock Exchanges for the financial year 2014-15.
Particulars of Employees:
Except Mr T.G. Bharath, Chairman & Managing Director, no other employee
of the Company is drawing remuneration as specified under Section
217(2A) of the Companies Act, 1956. Particulars of employees as
required under this Section is given as Annexure-A to the Directors''
Report.
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange earnings and outgo:
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules, 1988 are forming part of the Directors''
Report for the year ended 31st March, 2014 is annexed to this Report
(Annexure B).
Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) that the preparation of the accounts for the financial year ended
31st March, 2014 the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as 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
profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis.
Corporate Governance:
A separate report on Corporate Governance (Annexure -C) is being
incorporated as a part of the Annual Report along with a Certificate
from the Auditors of the Company regarding the compliance of the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement.
Management Discussion and Analysis Report :
Further to comply with Clause - 49 of listing agreement ''Management
Discussion and Analysis '' has been given as Annexure - D to the
Directors'' Report.
Directors:
The Company had pursuant to clause 49 of the Listing Agreement entered
with Stock Exchanges and Provisions of Companies Act, 2013, Sri N
Ramachandra Rao, Dr A.H. Praveen and Smt D. Sai Leela are appointed as
Independent Directors. Sri P.T. Reddy had resigned from the Board with
effect from 09.04.2014 and Sri D.V. Narendra Babu with effect from
14.08.2014. Sri P Ramachandra Gowd and Sri Krishnamoorthy Chandraiah
Naik are appointed as directors who are liable to retire by rotation.
As per section 149(4) of the Companies Act, 2013 which came into effect
from April 1, 2014, every listed public company is required to have at
least one-third of the total number of directors as Independent
Directors. In accordance with these provisions, these directors are
being appointed as Independent Directors to hold office as per their
tenure of appointment mentioned in the Notice of the meeting.
Cost Audit
The Cost Audit under Section 233B is carried out in respect of the
products of the Company by M/s. Kapardhi & Associates, (M 9488) - Cost
Auditors of the Company for the financial year 2012-13 and Cost Audit
Report ( Form-I )in XBRL format had been filed with Central Government
vide SRN No S29420221 on 26.02.2014.
Auditors:
The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants,
Hyderabad, retire at the ensuing Annual General Meeting of the Company
and have confirmed their eligibility and willingness to accept office,
if re-appointed. Your Directors propose the re-appointment of M/s.
S.T. Mohite & Co., as Statutory Auditors to hold office until the
conclusion of the next Annual General Meeting of the Company. The Firm
is peer reviewed and holds a peer review certificate.
Acknowledgements:
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from Customers, Banks,
Suppliers, Shareholders, Government departments and other statutory
authorities and others associated with the Company. Your Directors also
wish to place on record their appreciation
for the contributions made by employees at all levels, during the year
under review.
For and on behalf of the Board
Sd/-
T.G. BHARATH
Place: Kurnool Chairman & Managing Director
Date :14th August, 2014 DIN : 00125087
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the Eighth Annual Report of
the Company for the year ended 31st March, 2013.
Financial Results: (Rs. in lakhs)
Particulars 2012-13 2011-12
Profit Before Interest,
Depreciation and Tax 3789.86 4760.92
Less : Interest 789.44 747.93
Depreciation 1319.94 1198.00
Loss on sale / Loss due to floods 0.81 50.46
Preliminary Expenses written off 4.18
Prior period adjustments 390.62 8.39
Profit Before Tax 1281.05 2751.96
Provision for
Taxation & Deferred Income Tax 351.99 931.52
Profit After Tax 929.06 1820.44
Add: Balance brought forward
from previous year 8378.92 6626.54
Profit available for appropriation
Balance carried forward to next year 9307.98 8378.92
Operations:
During the year, the Company achieved turnover of Rs. 29966.76 lakhs
against previous year turnover of Rs. 24345.89 lakhs. The project
relating to 10MW thermal power plant is under advanced stage of
implementation & is ready for commissioning in this financial year.
Dividend:
In view of the need for augmenting resources for on going capex
projects, margin for working capital and stabilization of activities,
your Directors have decided not to declare any dividend for the year
2012-13.
Risk Management:
All assets of the Company and other potential risks have been
adequately insured.
Fixed Deposits:
During the year under review, your Company has neither invited nor
accepted any deposits from the public . Hence, provisions of section
58A of Companies Act, 1956 are not applicable to the Company for the
year.
Preferential allotment of shares :
During the year there is an increase of Rs. 24,33,240 in paid up Equity
Share capital of the Company. The Company had allotted 2,43,324 Equity
shares of Rs. 10/- each on 30.03.2013 pursuant to conversion of
warrants under 1st tranche to one of the promoters of the Company under
preferential issue as per approvals given by the members and Stock
Exchanges.
Listing of Shares:
The Equity shares of your Company are listed on Bombay Stock Exchange
Ltd. and National Stock Exchange of India Ltd. The Company has paid the
Annual Listing fees to each of these Stock Exchanges for the financial
year 2013-14.
Particulars of Employees:
Except Sri T.G. Bharath, Chairman & Managing Director, no other
employee of the Company is drawing remuneration as specified under
Section 217(2A) of the Companies Act, 1956. Particulars of employees as
required under this Section is given as AnnexureÂA to the Directors''
Report.
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange earnings and outgo:
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules, 1988 are forming part of the Directors''
Report for the year ended 31st March, 2013 is annexed to this Report
(Annexure - B).
Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) that the preparation of the accounts for the financial year ended
31st March, 2013 the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as 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
profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on a ''Going Concern'' basis.
Corporate Governance:
A separate report on Corporate Governance (Annexure - C) is being
incorporated as a part of the Annual Report along with a Certificate
from the Auditors of the Company regarding the compliance of the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement .
Management Discussion and Analysis Report :
Further to comply with Clause  49 of listing agreement ''Management
Discussion and Analysis '' has been given as Annexure  D to the
Directors'' Report .
Directors:
Dr A H Praveen and Sri D V Narendra Babu , Directors retires by
rotation at the ensuing Annual General Meeting and being eligible for
re-appointment offer themselves to be re-elected as Directors.
Cost Audit
The Cost Audit under Section 233B is carried out in respect of the
product Sulphuric Acid and generation of Power by Sri NVS Kapardhi, (M
9488), Cost Auditor of the Company for financial year 2011-12. As per
recent notifications issued by Ministry of Corporate Affairs, Cost
Audit Report ( Form-I )in XBRL format had been filed with Central
Government vide SRN S20911640 on 25.04.2013 and Compliance Report (
Form-A) vide SRN S20414801 on 28.02.2013.
Auditors:
The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants,
Hyderabad, retire at the ensuing Annual General Meeting of the Company
and have confirmed their eligibility and willingness to accept office,
if re-appointed . Your Directors propose the reappointment of M/s. S.T.
Mohite & Co., as Statutory Auditors to hold office until the conclusion
of the next Annual General Meeting of the Company. The Firm is peer
reviewed and holds a peer review certificate .
Acknowledgements:
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from Customers, Banks,
Suppliers, Shareholders, Government departments and other statutory
authorities and others associated with the Company. Your Directors
also wish to place on record their appreciation for the contributions
made by employees at all levels, during the year under review.
For and on behalf of the Board
Sd/-
Place : Kurnool T.G. BHARATH
Date : 30th May, 2013 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Fifth Annual Report and
the Audited Accounts of the Company for the year ended 31st March,
2010.
Financial Results: (Rs. in lakhs)
Parituculars 2009 - 2010 2008 - 2009
Profit before interest,
Depreciation and Tax 3876.63 3629.31
Less : Interest 884.87 401.68
Depreciation 943.36 545.97
Loss on sale / impairment
of assets 9.83 174.67
Preliminary Expenses written off 2.98 2.98
Prior period adjustments 59.83 -9.24
Profit Before Tax 1975.76 2513.25
Provision for Taxation 1632.51 990.53
Profit after Tax 343.25 1522.72
Add: Balance brought forward
from previous year 2794.84 1272.12
Balance carried forward to next year 3138.09 2794.84
Operations:
During the year the Company achieved a turnover of Rs.17432 lakhs
against previous year turnover of Rs.20857 lakhs. Your Company is
proposing to manufacture HDPE drums which will be used for packing
requirements of exports of the Company. Further, it is proposed to
expand Hypo Chlorite Plant with 3 streams of approximately 6600 MTs
each.
In view of the strengthening and stabilization of activities and
augmentation of working capital requirements for increased activities
and bank borrowings, your Directors have decided not to declare any
dividend for the year 2009-10.
Floods :
In October 2009, due to heavy floods in Kurnool, the flood water have
entered into the factory and part of inventory, machinery etc. were
damaged. The operations of the factory have come to stand still for
about 35 days. Since the risks of assets, stocks and profits are
covered by the insurance policies, the Company has preferred claims
with insurance Company.
Risk Management:
All assets of the Company and other potential risks have been
adequately insured.
Fixed Deposits:
The Company has not accepted any Fixed Deposits during the year as per
Section 58A of the Companies Act, 1956 and as such, no amount of
principal or interest was outstanding as on the date of the Balance
Sheet.
Preferential allotment of shares :
During the year there is an increase of Rs. 26,65,000 in paid up Equity
Share capital of the Company. The Company had allotted 2,66,500 Equity
shares to one of the promoters of the Company as per approvals by the
members and Stock Exchanges. These shares were listed on Bombay Stock
Exchange on 22/02/2010 and National Stock Exchange on 09/02/2010.
Listing of Shares:
The Equity shares of your Company are listed at Bombay Stock Exchange
Ltd. and National Stock Exchange of India Ltd. The Company has paid the
Annual Listing fees to each of these Stock Exchanges for the financial
year 2010-2011.
Particulars of Employees:
Except Sri T.G. Bharath, Chairman & Managing Director, no other
employee of the Company is drawing remuneration as specified under
Section 217(2A) of the Companies Act, 1956. Particulars of employees as
required under this Section is given as (Annexure à A ) to the
Directorsà Report.
Particulars of Energy conservation, Technology Absorption and Foreign
Exchange earnings and outgo:
Information as per Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules, 1988 are forming part of the DirectorsÃ
Report for the year ended 31st March, 2010 and is annexed to this
Report (Annexure - B).
Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directorsà Responsibility Statement, it is
hereby confirmed:
(i) that the preparation of the accounts for the financial year ended
31st March, 2010 the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as 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
profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2010 on a Ãgoing concernà basis.
Corporate Governance:
A report on the Corporate Governance Code alongwith a Certificate from
the Statutory Auditors of the Company regarding the compliance of the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement (Annexure - C) and also the Management Discussion and
Analysis Report are annexed to this Report (Annexure - D).
Directors:
Sri A.H. Praveen and Sri D.V. Narendra Babu retire by rotation at the
ensuing Annual General Meeting and being eligible for re-appointment
offer themselves to be re-elected as Directors.
Cost Audit
The Cost Audit under Section 233B of Companies Act, 1956 is carried out
in respect of the product Sulphuric Acid by M/s. Kapardhi & Associates,
Cost Auditor of the Company. The Company has complied with Company Law
BoardÃs Order No. F.No/52/258/CAB-2000, dated 13.08.2007 and all the
applicable provisions of the Companies Act, 1956.
Auditors:
M/s. S.T. Mohite & Co., Chartered Accountants, ( ICAI Regn No. 011410S
) Hyderabad, the Statutory Auditors of the Company retire at the
ensuing Annual General Meeting of the Company and are eligible for
re-appointment. The firm is peer reviewed and hold a Peer Review
Certificate issued by ICAI.
Acknowledgements:
Your Directors wish to express their gratitude to State Bank of
Hyderabad, Government Departments, Project and Technical Consultants
for their continued support and to all the employees of the Company for
their devoted and loyal services.
For and On behalf of the Board
Sd/-
Place : Kurnool T.G. BHARATH
Date : 25.08.2010 Chairman & Managing Director
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