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Sree Rayalaseema Alkalies & Allied Chemicals Ltd

BSE: 507753 | NSE: SREERAYALK ISIN: INE284B01028
Market Cap: [Rs.Cr.] 116.51 Face Value: [Rs.] 10
Industry: Chlor Alkali / Soda Ash

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Director's Report
DIRECTORS

Dear Members,

Your Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2014.

Operations :

The turnover for the year under review is Rs.85095 lakhs as compared to Rs.90941 lakhs in the previous year. The decrease is on account of prolonged disturbances in the State and severe power cuts in the first quarter.

Division / Segment Wise Operations :

The Caustic unit has produced 136882 MTs of Caustic Soda as against 130773 MTs for the previous year. As against net sales of Rs.41465 lakhs for previous year, the current year sales comes to Rs.42635 lakhs representing an increase of 3 %.

The Potassium plant has produced 12483 MTs of Potassium Hydroxide as against 8947 MTs for the previous year. As against net sales of Rs.6540 lakhs for previous year, the current sales comes to Rs.9297 lakhs representing an increase of 42% attributed to better realizations. The Castor Oil Plant has processed 12526 MTs of oil as against 14864 MTs for the previous year. As against net sales of Rs.13951 lacs for the previous year, the current year sales stood at Rs. 12490 lacs representing a decrease of 10 %.

The Fatty acid plant has processed 13711 MTs for the current year as against 23673 MTs for the previous year. The net sales of this division has decreased from Rs.16559 lakhs to Rs.10245 lakhs representing a decrease of 38 %. There are no commercial operations at Bellary Power Plant due to expiry of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other options including its sale or relocation of the Plant. As there is no activity, previous year figures comparison is not possible. The Wind Farm at Ramagiri has generated 29.41 lakh/KWH power in the current year as against previous year generation of 26.01 lakh/KWH representing an increase of 13% when compared to previous year. All the power generated is wheeled through State Grid to the Company for internal use.

Outlook for the Current Year :

Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report as "ANNEXURE - E".

FINANCIAL RESULTS YEAR ENDED
(Rs.in lakhs)
31.03.2014 31.03.2013
Profit before Finance Costs
& depreciation 9712.61 11909.60
Less: Finance Cost 3420.65 3844.50
Profit before Depreciation 6291.96 8065.10
Less: Depreciation 3553.30 4050.97
Profit (Loss) before Exceptional items and Tax 2738.66 4014.13
Less: Exceptional items 1345.71
Profit/Loss Before Tax 1392.95 4014.13
Tax Expense:
Less: - Current Tax 186.49 803.00
- Deferred Tax (231.74) (561.65)
Profit for the period from continuing operations 1438.20 3772.78
Less : Loss from discounting operations 961.02
Profit for the period 477.18 3772.78
Add: Balance Carried from
Previous year 3887.43 2614.65
Profit available for Appropriation 4364.61 6387.43
Less: Transfer to General Reserve 1000.00 1500.00
Less: Transfer to Capital Redemption reserve 500.00 1000.00
Surplus carried to Balance Sheet 2864.61 3887.43

Profit for the Current year at Rs. 477.18 Lakhs shows a decrease of 87 % compared to previous year Profit of Rs.3772.78 Lakhs. Reduction in current year profit is due to loss from discontinued operations of Bellary Power Project and exceptional items of Rs.1345.71 lakhs being the recompense amount paid to Banks and Financial Institutions (FIs) and also high fluctuations in raw materials for oils division not commensurate with finished products prices.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2013-14.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.7460 lakhs on Capital Expenditure which is mainly towards Chloromethane Project and other normal expenditure. The funds required for the above is met from Promoters contribution / Term loans and internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters : Listing of Equity shares issued to Promoters on conversion of First, Second and Third Tranche Warrants.

The Allotment Committee in its meeting held on 05.04.2014 has allotted 39,36,042 Equity Shares of Rs.10/- each at par upon conversion of fully paid Third tranche warrants into Equity in the ratio 1:1 in dematerialized form to Promoters i.e. 10,00,000 Shares to M/s. Sree Rayalaseema Hi-Strength Hypo Ltd. (SRHHL) and 29,36,042 Shares to M/s. TGV Projects & Inv. Pvt. Ltd. On completion of all formalities by the Company BSE vide its letter Ref.No.DCS/ REF/BS/FIP/239/2014-15 dt.10.07.2014 has given In-principle Listing approval for these Equity Shares. NSDL vide its letter dt.21.07.2014 and CDSL vide its letter dt.18.07.2014 has credited these shares in demat form. These shares are subject to lock-in provision of three years. Trading approval in respect of these shares has been issued by BSE vide its letter dated 25.07.2014.

Company's Exit from CDR :

After fulfillment of required formalities, the company has made application with CDR Cell for company's exit. CDR Cell vide their letter Ref. No. By.CDR (SSA)/No.1152/2013-14 dt.18.03.2014 has given its approval for company's exit. The company has to pay Rs.1345.71 lakhs as recompense amount to Banks Consortium and Financial Institutions.

Safety and Environment Protection :

Your Company accords most importance to safety as well as development of green environment. All out effort is being made to ensure round the clock safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous "SAFETY FOR 3M's i.e., MEN, MACHINES AND MATERIALS". The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects. The Company's policy is safety with green environs is not ones responsibility but the responsibility of every one related to the Company.

Listing Fees :

The Company has paid Listing Fee for the year 2013-14 to Bombay Stock Exchange vide its letter dtd.17.04.2014.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2014.

Directors :

Sri G. Krishna Murthy and Sri P.N. Vedanarayanan are retiring by rotation at the ensuing Annual General Meeting (AGM). The Company has received necessary deposits from shareholders proposing their candidature as Independent Director for election in the AGM. Necessary resolutions along with explanatory statement placed in the notice of AGM for your approval. The Company has also received necessary deposit from a shareholder of the company proposing the candidature of Sri O.D. Reddy (existing Director) as an Independent Director. Necessary resolution along with explanatory statement placed in the notice of AGM for your approval. M/s.IFCI Limited vide their letter Ref.No. IFCI/NDC-1/2013-131107033 dtd.06.11.2013 has appointed Mrs. S. Usha as their nominee in place of Smt. Venus Bhanot. The Board in its meeting held on 11.11.2013 has Co-opted the nominee Director on the Board of the Company. The Board place on record its appreciation for the valuable advises and suggestions provided by Smt. Venus Bhanot during her term on the Board and audit committee and authorized the Chairman to convey the message.

Again M/s.IFCI Ltd., intimated vide its letters Ref. No. IFCI/ NDC/2014-140606066, dt. 05.06.14 and Ref.No.IFCI/NDC/ 2014-140718311, dt.18.07.14, that Smt. Shalini Soni, Deputy General Manager, Hyderabad Branch of IFCI has been nominated in place of Smt S. Usha. The Board of Directors in their meeting held on 30.07.2014 has co-opted Ms. Shalini Soni in place of Smt S. Usha . The Board has placed on record its appreciation for her active participation and advises during deliberations of Board and audit committee meetings during her tenure and authorized Sri T.G.Venkatesh, CMD to convey the message. Sri T.G. Venkatesh has been appointed as Chairman and Managing Director (CMD) of the Company by the Board in its meeting held on 26.05.2014. A member of the company has deposited requisite amount at the Regd.Office proposing his candidature to be appointed as Director (whose position is subject to retire by rotation). Necessary resolution is placed in the notice of AGM to carry out the election for your approval.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Particulars of Employees :

The information as required under Sec. 217 (2A) of the Companies Act, 1956 and the rules framed thereunder was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed thereunder.

Energy Conservation Technology Absorption and Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure -A to this report.

Directors' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause-49 to the Listing Agreement with the Stock Exchanges, are complied with.

Corporate Governance - Clause- 49 of Listing Agreement :

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 (Annexure-D) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion and Analysis Report :

Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s. Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2014-15. The company has received the consent from M/s.Brahmayya & Co., to act as Auditors of the Company provided their reappointment is approved by shareholders in the Annual General Meeting (AGM).

Cost Audit :

Products manufactured by the Company are coming under Central Govt. order Letter Ref. Nos. (1) 52/26/CAB-2010 dtd.24.01.2012 for Caustic Soda [Chemicals] (2) 52/26/ CAB-2010 dtd.02.05.2011 for Electricity Generation (3) 52/ 26/CAB-2010 dtd.24.01.2012 (4) 52/26/CAB-2010 dtd. 06.11.2012 for other Products not covered by the above order. As per this order Compliance Report (Form-A) has been filed in XBRL format with MCA portal vide SRN : S28038636 dt.25.11.2013, with respect to the products covered by above two orders reference nos. 1 & 2. Cost Audit Report (Form-I) has been filed in XBRL format vide SRN: S22596605 dt.27.09.2013 with MCA portal for financial year 2012-13.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Clause-49 of Listing Agreement and other statutory provisions. The Audit Committee was reconstituted on 11.11.2013 with the following members Smt. S. Usha, Sri K. Davidson, Sri G. Krishna Murthy and Sri O.D. Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee. Again the Audit Committee was reconstituted on 30.07.2014 by the Board with following members: Ms. Shalini Soni, Sri K. Davidson, Sri G. Krishna Murthy, Sri O.D. Reddy as members and Sri P.N. Vedanarayanan as Chairman of the Committee to give effect to the change in Nominee Director of IFCI Ltd.

Acknowledgement :

Your Directors wish to express their sincere thanks to Financial Institutions, Bankers, Distributors and Customers for their continued support to the Company. The Directors also acknowledge with gratitude the continued help and support received from the various departments of the Government of India and the Government of Andhra Pradesh and Government of Karnataka.

The Directors place on record their appreciation of the sincerity, commitment and contribution made by the Employees at all levels and this was mainly responsible to carry on the business of the Company during the year.

On behalf of the Board of Directors
Sd/-
Place : Hyderabad K. KARUNAKAR RAO
Date : 30th July, 2014 Executive Director & CEO

ANNEXURE 'A' TO THE DIRECTORS' REPORT

Particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. Conservation of Energy :

• Planning to upgrade BM 2.72 Generation IV (narrow gap) elements to latest generation (zero gap) to reduce power consumption.

• 3 Nos. (4 M V AR) HT capacity banks are installed to improve power factor >0.99.

• 2 Nos. high energy intensive pumps replaced with latest energy saving pumps in cooling tower, threreby saving > 600000 KWH/Annum.

FORM - A

Disclosure of Particulars with respect to conservation of energy Current Year Previous Year
31.03.2014 31.03.2013
A. Power and Fuel Consumption :
1. Electricity :
a) i) Electricity from APCPDCL
Units (KWH) 270655741 211127714
Total Amount (Rs. In lakhs) including FSA charges) 17732.31 10953.14
Rate/Unit (Rs.) 6.55 5.19
ii) Electricity from APGPCL
Units (KWH) 17086457 16122363
Total Amount (Rs. In lakhs) 595.37 506.64
Rate/Unit (Rs.) 3.48 3.14
b) Own Generation :
i) Through Wind farm
Units(KWH) 2941460 2601341
Cost/Unit (Rs.) 2.80 3.57
ii) Through Co-Gen plant
Units(KWH) 56948946 126927895
Cost/Unit (Rs.) 6.15 5.08
2. Coal :
Quantity (MT) 213089 242782
Total amount (Rs. In lakhs) 7001.35 8264.40
Average Rate (Rs./MT) 3285 3404
3. Husk :
Quantity (MT) 3048 28813
Total amount (Rs. In lakhs) 88.38 812.58
Average Rate (Rs./MT) 2900 2820
4. Fuel Oil :
Qty (KL) (consist of HSD & FO) 418 694
Total Amount (Rs. In lakhs) 207.45 320.72
Average Rate (Rs./MT) 49629 46223
B. Consumption per MT of Caustic Soda Lye
Production :
No. of Units (KWH) (AC Power) 2448 2443

B. Technology Absorption:

Efforts made in technology absorption are provided in "Form - B" as follows:

FORM - B

Research and Development (R & D) :

1. Specific areas in which R&D carried out by the Company :

• Pilot plant studies were carried out to ‘implement single stage brine filtration instead of conventional clarifier, anthracite filter and precoat filter. Results are encouraging.

• Recovery of mercury from mercury nitrate solution used in the analytical works of Quality Assurance Division by chemical treatment and the same mercury is recycled for use again in the process.

2. Benefits derived as a result of R & D :

• By installing single stage filtration major operations like brine clarifier, anthracite filters and precoat filters will be eliminated, resulting in saving energy and man power.

• By recovering mercury from mercury nitrate after analysis will eliminate contamination of trade effluents with mercury and also reduce inventory of mercury metal.

3. Future Plans :

• Planning to install Capacitor banks for LT Transformers to improve power factor.

• Replacement of balance high energy intensive pumps with energy saving pumps.

• Modification of HCL E' furnace to generate LP steam and to reduce cooling water requirement.

4. Technology Absorption, Adoption and Innovation :

There is no technology innovation, absorption and adoption during the year.

C. Foreign Exchange Earnings and Outgo :

a) Activities relating to exports; initiatives taken to increase exports, development of new export markets for products and export plans:

i) Exported Hydrogenated Castor Oil, 12 Hydroxy Stearic Acid, Caustic Potash and planning to enlarge exports by increasing export quantity and explore export possibility for other products.

b) Total Foreign Exchange used and earned (Rs. in lakhs)
i) Foreign Exchange used 5451.66
ii) Foreign Exchange earned 7721.76

ANNEXURE ‘B' TO THE DIRECTORS' REPORT

Directors' Responsibility Statement Yours Directors Further Confirm that :

(i) In the presentation of the Annual Accounts, applicable Accounting Standards have been followed.

(ii) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made 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 that period.

(iii) The Directors had 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.

(iv) The Directors had prepared the Annual Accounts on a going concern basis.

On behalf of the Board of Directors
Sd/-
Place : Hyderabad K. KARUNAKAR RAO
Date : 30th July, 2014 Executive Director & CEO

ANNEXURE ‘C' TO THE DIRECTORS' REPORT

Report on Corporate Governance :

The Management of SRAAC Ltd., hereby confirm and certify that the relevant provisions of Clause-49 of Listing Agreement dealing with "Corporate Governance" as amended from time to time by SEBI and BSE have been complied for the year 2013-14. The Corporate Governance compliance details are furnished hereunder:

(1) Company's Philosophy :

The company is firmly committed to fulfill the objective of efficient Corporate Governance. The company has complied with almost all the provisions of Corporate Governance before its enactment in the Listing Agreement by BSE on the order of SEBI. This shows the commitment of the management of the company for fair and efficient Corporate Governance. The company's humble philosophy is "SERVING SOCIETY THROUGH HARMONIOUS AND CORDIAL INDUSTRY ACTIVITIES AND RELATIONS" synchronizing socio, economic and human objectives which are backed by principles of concern, commitment, ethics, excellence and learning in all its activities and harmonious relationships with stakeholders, customers, associates and community at large which has always propelled the Company towards higher horizons.

(2) Board Procedure :

All the mandatory information as mentioned in Annexure - 1A for Clause-49 of Listing Agreement is being placed before the Board during its meetings.

(3) Board of Directors :

The Composition of the Board is in compliance with the guidelines given in Clause-49 of the Listing Agreement. The Board comprises of Seven Directors and majority of Directors are independent/nominee Directors. Except two Executive Directors, the other Directors are non-Executive Directors. The day-to-day management of the Company is conducted by Executive Director & CEO and Executive Director (Technical) subject to the superintendence and control of the Board of Directors. The details of Directors attending the Meetings and Date of the Meetings are further furnished hereunder :

F.Y. 2013-14 attendance at
S. No. Name of Director Category BM Last AGM No. of Directorship Committee Positions
Chairman Member
1. Sri G. Krishna Murthy Director 4 Yes - - -
2. Sri K. Karunakar Rao E.D & CEO 4 Yes - - -
3. Sri N. Jesvanth Reddy E.D (Technical) 4 Yes - - -
4. Sri M.P. Murti Director - No - - -
(upto 07.08.13) (Independent)
5. Smt. Venus Bhanot Director - No - - -
(Upto 11.11.13) (IFCI Nominee)
6. Smt. S. Usha Director 1 No 5 - -
(from 11.11.13) (IFCI Nominee)
7. Sri P. Sitaram Director 1 No - - -
(Upto 29.06.13) (IDBI Nominee)
8. Sri K. Davidson Director 1 No - - -
(IDBI Nominee)
9. Sri P.N. Vedanarayanan Director 4 Yes - - -
(Independent)
10. Sri O.D. Reddy Director 4 Yes 1 - 3
(Independent)

During the financial year ended 31st March, 2014, Four Board Meetings were held on (1) 15.05.2013 (2) 07.08.2013 (3) 11.11.2013 and (4) 29.01.2014 respectively.

(4) Audit Committee :

The composition of the Audit Committee is in accordance with the Corporate Governance guidelines and the provisions of 292A of the Companies Act, 1956. The main terms of reference of the Audit Committee are;

1. Overseeing of the Company's financial reporting process to ensure that the financial statement is correct, sufficient a

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Key Information

Key Executives:

P N Vedanarayanan , Director

G Krishna Murthy , Director

O D Reddy , Director

V Radhakrishna Murthy , Company Secretary


Company Head Office / Quarters:

Gondiparla,
,
Kurnool,
Andhra Pradesh-518004
Phone : Andhra Pradesh-91-8518-280006/7/8 / Andhra Pradesh-
Fax : Andhra Pradesh-91-8518-280098 / Andhra Pradesh-
E-mail : sralkalies@tgvmail.net
Web : http://www.tgvgroup.com

Registrars:

Aarthi Consultants Pvt Ltd
1-2-285 Domalguda, , ,Hyderabad - 500 029

 
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