Your Directors have pleasure in presenting the Fifty-Second Annual Report and the Audited Accounts of your company for the financial year ended 31st March 2024.
FINANCIAL RESULTS - HIGHLIGHTS Stand-alone Financial Results:
The Stand-alone Financial Results for the year ended 31st March 2024 is as follows:
| Based on Ind AS financial statements | Year ended 31st March 2024 | Year ended 31st March 2023 |
| (Rs. in Lakhs) | ||
| Sales | 9,435.46 | 12,803.08 |
| Other operating revenue | 226.51 | 216.99 |
| Other income | 4,899.58 | 365.48 |
| Total income | 14,561.55 | 13,385.55 |
| Profit before Finance Cost & Depreciation | 1,691.07 | 386.61 |
| Less: Finance Cost | 468.84 | 499.44 |
| Depreciation | 674.42 | 578.26 |
| 1,143.26 | 1,077.70 | |
| Profit/Loss before tax | 547.81 | (691.09) |
| Less: Current tax | - | - |
| Tax relating to earlier years | - | - |
| Deferred tax (Net) | (513.69) | 628.89 |
| Profit/Loss after tax - Profit/Loss for the year | 1,061.50 | (1,319.98) |
| Other Comprehensive Income for the year | 8.19 | (5.58) |
| Total Comprehensive Income for the year | 1069.69 | (1,325.57) |
| Retained Earnings - opening balance | 17,171.70 | 18,497.26 |
| Comprehensive Income/Defecit for the year | 1,061.50 | (1,319.98) |
| Transfer from Other Comprehensive Income | 8.19 | (5.58) |
| Transfer to General Reserve | - | - |
| Dividend paid | - | - |
| Tax on dividend paid | - | - |
| Retained Earnings - balance at the end of the year | 18,241.39 | 17,171.70 |
| Companys Key Financial Ratios | 2024 Rs. | 2023 Rs. |
| Earnings per share | 21.26 | (26.34) |
| Dividend per share (out of previous years profits) | Nil | Nil |
| Return on Net worth | 0.03 | Nil |
DIVIDEND
The company is not recommending dividend on the equity shares for this year. The Company has decided to utilize the earnings of the Company for further development of the business.
SEGMENTWISE / PRODUCTWISE PERFORMANCE
PRODUCTION
I. CHEMICALS Sodium Hydrosulphite
During the year your company had produced 7,428 MT of Sodium Hydrosulphite (SHS) as against 7,690 MT in the previous year, a decrease by about 3.40% Due to continued recession in textile market, we were compelled to manage the market by operating with 60-70% efficiency on our production.
Liquid Sulphur Dioxide
During the year your Company had produced 7,694 MT of Liquid Sulphur Dioxide as against 7,953 MT in the previous year, a decrease by about 3.25%.
Sulphoxylates
There was no production of Sulphoxylates during the year as in the previous year.
II. RECOVERY SALTS
The trisalt production was 2,194 MT as against 2,491 MT in the previous year a decrease by about 11.92%.
III. ELECTRIC POWER Electric Power Generation
Your company had generated nil units of electricity from the Thermal Power Plant for the current year and previous year. The Wind Mills had generated 215 lakh units of electricity as against 227 lakh units in the previous year. The nil generation of power is due to increase in cost of raw materials.
SALES
I. CHEMICALS
Sodium Hydrosulphite
During the year your company had made sale of 7,526 MT of Sodium Hydrosulphite (SHS) as against 7,549 MT in the previous year. The domestic sales is 6,803 MT, the Export sales is 704 MT. The increase in domestic sale is 6.25% when compared to decrease at 18.43% in the previous year. Due to continued imports from China, the Company had to match the price of China, which as less than our cop and also affected our market share price. Lupin, our potential customer shifted to import as they got the price of around 900 CIF USD.
The domestic sale, which was 6,441 MTs in the previous year, increased to 6,821 MTs in the financial year. The demand in Pharma sector, especially in API, contributed good business during this year, which offsets our shortfall in textile market.
The Anti Dumping Duty against imports from China, which is in force till 2026, had controlled cheaper imports in India and there by Sodium Hydrosulphite (SHS) manufactures have some relief in managing the market with reduced production around 60-70% in India.
Liquid Sulphur Dioxide
The sale of Liquid Sulphur Dioxide (SO2) during the year was 903 MT as against 846 MT in the previous year. The sale has increased by 6.73% when compared to previous year, due to high demand of SO2 in the market. The Company could sell available SO2 against market demand by finding new users.
Sulphoxylates
There was no sale of Sulphoxylates during the year as in the previous year. This is due to no production during this year.
Recovery salts
The sale of Recovery salts was 2,006 MT during the year as against 3,424 MT in the previous year. The sales has decreased by 41.41 % when compared to the previous year sales, as there was less demand in the market. The demand for trisalt is step by step increasing in the market. The sale of recovered salts had supported marginally as their demand is quiet encouraging.
II. POWER
During the current year and previous your Company had sold nil units of electricity from the Thermal Power Plant. The Wind Mills had generated 215 lakh units of electricity as against 227 lakh units in the previous year. The nil generation of power is due to increase in cost of raw materials.
The Company sells power under Group Captive Consumer arrangement. The power generated up to 63.5 MW was sold to Group Captive Consumers and the balance power generated was towards captive consumption. The Group Captive Consumers arrangement Rules stipulate that the Group Captive Consumers should hold at least 26% shareholding in the Company. As at 31st March 2024 there are about 81 Group Captive Consumers holding about 26.15% equity shareholding in the Company.
EXPORTS
During the year, your Company had exported 722.3 MTs of Sodium Hydrosulphite as against 1057 MTs during the previous year, an decrease by 68%. This includes deemed export of 18 MTs. The percentage of exports in total production is 9.4% and in total sales (including deemed exports) is roughly 9.6%.
This year Sodium Hydrosulphite was exported to 8 countries spread across all the regions like Turkey, Sri Lanka, the United States of America, Egypt, United Arab Emirates, South Korea, Bangladesh and Uganda. The top three export countries during the year are Turkey, Sri Lanka and Egypt.
The highlight of this years performance is that we had exported Sodium Hydrosulphite to Turkey, Sri Lanka and Egypt which is 61.7% of total exports by volume. The exports to these countries have decreased during the current year, when compared with the previous year.
The exports to Turkey showed a sharp decline during the last financial year due to lower demand and tough competition with China.
The following are some of the reasons for the decrease in exports:
• Recession in many countries.
• Dumping of product at very low price by Chinese producers.
• Tough completion from China due to wide price disparity.
• Customers preference for Chinese product due to price advantage.
As for export incentives, the rate of Duty Drawback (1.4% of FOB value) and RoDTEP rate @ 0.8% remained unchanged.
The Company is taking effort to increase the volume of exports with a better realization of value by focusing on new markets and identifying new buyers in existing markets. The focus will be made on reducing the cost of production by sourcing raw materials (especially Sodium Formate which is completely imported) at lower price which is essential to offer competitive price to overseas customers vis a vis China.
The Company has also anticipated continued threat from Chinese producers who keep dumping their product at unbelievable low price which we are unable to match considering our cost of production. And at the same time the Company has huge pressures on profit margin from exports as the Company keeps on reducing the prices in accordance with price movement in the global market.
CREDIT RATING
There are no credit ratings obtained during the FY 2023-24 DEPOSITS
The Company has stopped renewing / accepting deposits from the public from 1st October 2016. The Company has been repaying the deposits from the public on their maturity date. All outstanding deposits from the public has matured for repayment by the end of September 2019. As such, the Company has no outstanding public deposits other than unclaimed deposits.
Deposits repaid during the year ended 31st March 2024:
| Type of deposit | Principal amount Repaid Rs. | Number of deposits repaid | Amount payable on maturity Rs. |
| Fixed deposit | 3,25,000.00 | 9 | 3,25,000.00 |
| Cumulative deposit | 1,86,000.00 | 5 | 2,57,610.00 |
| Total | 5,11,000.00 | 14 | 5,82,610.00 |
Unclaimed deposits as at 31st March 2024:
| Type of deposit | Principal amount Rs. | Number of deposits | Interest accrued and unclaimed Rs. | Amount payable on maturity Rs. |
| Fixed deposit | 29,51,000.00 | 39 | - | 29,51,000.00 |
| Cumulative deposit | 8,27,000.00 | 12 | 2,83,010.00 | 11,10,010.00 |
| Total | 37,78,000.00 | 51 | 2,83,010.00 | 40,61,010.00 |
Deemed Deposits from Promoter- members outstanding as at 31st March 2024:
| Type of deposit | Principal amount Rs. | Number of deposits | Amount payable on maturity Rs. |
| Fixed deposit - from Promoter - members considered as deemed deposits | 2,86,84,625 | 6 | 4,84,35,808 |
| Total Deposits | 2,86,84,625 | 6 | 4,84,35,808 |
There were no deposits, which were claimed but not paid by the Company. Appropriate steps are being taken continuously to obtain the depositors instructions so as to ensure repayment of the unclaimed deposits in time. All unclaimed deposits are public deposits.
The Companies (Acceptance of Deposits) Amendment Rules, 2018, which came into effect from 15th August 2018, has removed the provisions relating to deposit insurance. Hence, there is no requirement for deposit insurance.
The Company has deposited with the Indian Overseas Bank, in a separate bank account, called as Deposit Repayment Reserve Account, an amount of not less than 20% of the amount of its deposits maturing during the financial year 2024-25 in accordance with the requirements of section 73(2) (c) of the Companies Act, 2013 read with Rule 13 of the Companies (Acceptance of Deposits) Rules, 2014.
The Companys outstanding deposits are within the limits laid down in Rule 3(4) of the Companies (Acceptance of Deposits) Rules, 2014 viz., 10% of the aggregate of the paid up share capital and free reserves of the Company as at 31st March 2024 in the case of deposits accepted from the members and 25% of the aggregate of the paid up share capital and free reserves of the Company as at 31st March 2024 in the case of deposits accepted from the public. The Company will accept deposits within the aforesaid limits.
The deposits accepted by the Company from its members and the public are unsecured deposits. ECONOMIC AND BUSINESS ENVIRONMENT
The Indian economy over the course of the time, has showcased a robust and resilient growth story driven by perseverance, ingenuity, and vision. In the face of unprecedented challenges such as the COVID-19 pandemic and geopolitical conflicts, the Indian economy has demonstrated a remarkable ability to bounce back and convert challenges into opportunities while striving to achieve strong, sustainable, balanced, and inclusive growth. India has emerged as the fastest- growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.
Indian economy remained resilient with a robust 7.6% growth rate of GDP in FY 2023-24 over and above 7% growth rate in FY 2022-23. India has been a key growth engine for the world, contributing 16% to the global growth in 2023. The strong economic growth in the first quarter of the Financial Year (FY) 23-24 helped India to overcome the United Kingdom to become the fifth-largest economy.
According to the PHD Chamber of Commerce and Industry (PHDCCI), Indias economy is poised to grow between 8 to 8.3% in the current fiscal year emphasizing the countrys robust growth fundamentals, projecting an average GDP growth rate of 6.7% over the next 23 years.
The double-digit growth rate of the Construction sector (10.7%), followed by a good growth rate of the Manufacturing sector (8.5%) has boosted the GDP growth in FY 2023-24. Private consumption in the first half of FY 2023-24 was the highest since FY 15 and this led to a boost to production activity resulting in enhanced capacity utilisation across sectors.
The Central Governments fiscal deficit shrank from 6.4% of GDP in FY 2022 to an estimated 5.8% in FY 2023. Revenue performance exceeded expectations and pushed the deficit lower than the budget target of 5.9% of GDP in FY 2023.
The growth in gross value added (GVA) in the agriculture and allied sector in 2023-24 stood at 0.7 % as against 4.7 % a year earlier as food grains production declined due to the deficient and uneven southwest monsoon rainfall. The declaration of 2023 as the international year of millets by the United Nations (UN) provided a renewed thrust to diversification of crops from rice and wheat towards nutritional, environmentally sustainable,and traditional crops across the country.
Personal income tax collections are estimated to have grown by 23.% in FY 2023, highlighting surging incomes for salaried professionals. This was also a sign of a successful government effort to widen the tax base by keeping tax exemption limits stable and using digital tools to prevent tax leakage.
The services sector, with a share of over 63 % in GVA, remained the mainstay of aggregate supply, with growth of 7.9 % in 2023-24. Construction activity accelerated to register double digit growth, benefiting from rising demand in the housing sector and the governments thrust on infrastructure. The sustained ebullience in bank credit growth propelled financial services, while there was a slowdown in IT services during 2023-24 on subdued global demand.
OUTLOOK AND OPPORTUNITIES
India is among the top chemical exporting countries in the world. The Exports of Organic and Inorganic Chemicals increased by 16.75% and reached US$ 2.50 Billion in April 2024.The Chemicals and petrochemicals demand in India is expected to nearly triple and reach US$ 1 trillion by 2040. India is the 6th largest producer of chemicals in the world and 3rd in Asia, contributing 7% to Indias GDP
Indias specialty chemicals companies are expanding their capacities to cater to rising demand from domestic and overseas. With global companies seeking to de-risk their supply chains, which are dependent on China, the chemical sector in India has the opportunity for a significant growth. The Dahej PCPIR project in Bharuch, has attracted an investment of Rs. 1 lakh crore (~US$ 12 billion) and is expected to generate 32,000 jobs.
With regard to the Chemical plant, the production and sales improved The Company also improved the quality of the products to meet the customers demand. A large quantity was exported i.e. 61.7% was made to Turkey, Sri Lanka and Egypt.
Further, the Power plant could not operate due to increase in cost of coal which is the main raw material for production of electricity. This being one of the major factor for shutdown of power plant. The generation of electricity was stopped since August 2021 due to various factors such as increase in price of raw materials, sources being limited by the suppliers, increase in transportation and other costs. Eventually the purchase price exceeded the sale price. Thus the power plant was shut down from August 2021. The company started selling coal at a reasonable price to fetch income and to dispose the material due to stoppage of production.
Amid the fluctuation in global economy and development in various Countries, the Company is working towards betterment of the quality of the products and to increase the market sale.
Your Companys agility, compassionate action and adaptive capabilities during these trying times demonstrate its enduring strengths. The Board of Directors remains optimistic that your Companys focus on top strategic priorities will continue to create a larger value for the Company and its stakeholders.
BOARD OF DIRECTORS Composition of the Board:
The Board of Directors of the Company consists of professionals from varied disciplines. The day to day management of the affairs of the Company is entrusted with Executive Director (Whole time director), headed by the Managing Director, who functions under the overall supervision, direction and control of the Board of Directors of the Company.
As of 31st March, 2024 the Companys Board comprised of twelve directors. The Board comprises of an optimum combination of Executive and Non-Executive Directors, with eleven directors being Non-Executive directors. The Non-Executive Directors, constitute more than 50% of the Board. As on 31st March 2024, there are three Independent Directors, who exercise independent judgement in the Boards deliberations, discussions and decisions.
Shri V.R Venkataachalam, is the only executive director on the Board as on 31st March 2024. Shri V.R. Venkatachalam is the Chairman of the Board and accordingly the Chairman of the Company..
Changes in the Composition of the Board:
Shri V.R. Venkatachaalam (DIN: 00037524), was reappointed as Managing Director in the 51st Annual General Meeting held on 20th October 2024.
Shri Bharathbala Ganapathy (DIN: 00659260), Independent Director tendered his resignation from the Board of Directors of the Company with effect from 24th November, 2023.
Shri Bharathbala Ganapathy (DIN: 00659260), was appointed as the Additional Director of the Company at the Board Meeting held on 8th January 2024. Further, his appointment as the Director of the Company for regularization is placed at the 52nd Annual General Meeting.
Shri M. Parthasarathi (DIN: 03209175), Independent Director tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31st March 2024.
Shri Chaniyilparampu Nanappan Ramchand (DIN: 05166709) has completed his single term of five years as an Independent Director and is willing to be appointed for the second term of five years. The re-appointment of Shri Chaniyilparampu Nanappan Ramchand (DIN: 05166709) as Independent Director of the Company is placed at the 52nd Annual General Meeting.
Shri Ashwath Naroth (DIN: 05343532) has completed his single term of five years as an Independent Director and is willing to be appointed for the second term of five years. The reappointment of Shri Ashwath Naroth (DIN: 05343532) as Independent Director of the Company is placed at the 52nd Annual General Meeting.
Directors retiring by rotation and seeking reappointment:
Shri T Bhasker Raj (DIN: 02724086), Director, is retiring by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.
Smt V. Samyuktha (DIN: 02691981), Director, is retiring by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.
Approval of the shareholders is sought under section 197 (10) of the Companies Act, 2013, for waiver of recovery of the amount refundable to the Company towards the remuneration drawn by the managerial personnel in excess of the prescribed limits :
Section 197 of the Companies Act, 2013, the total managerial remuneration payable by a public company, to its Directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed 11%. Further, the second proviso to section 197 of the Companies Act, 2013 provides that the remuneration payable to any one managing director or whole-time director or manager shall not exceed 5% of the net profits of the company and if there is more than one such director remuneration shall not exceed 10% of the net profits to all such Directors and manager taken together and remuneration payable to Directors by the Company who are neither Managing Director or Whole-time Director, in any financial year, shall not exceed 1% of the net profits of the Company for the financial year, if there is a managing or whole-time director or manager. The net profits being computed in the manner laid down in section 198 of the Companies Act, 2013.
Section 197(3) provides that where in any financial year, a company has no profits or has inadequate profits, the company shall pay remuneration to Managing Director and WholeTime Director only in accordance with the provisions and limits laid down in Schedule V of the Companies Act, 2013.
If the remuneration paid exceeds the limits prescribed under the Act, then it shall be construed that the company has inadequate profits. If the company has incurred a loss then it shall be construed that the company has no profits for payment of remuneration.
For the Financial year 2023-24, the managerial remuneration paid by the Company exceeds such limit as prescribed by the Act calculated on the net profit of the Company. The Company has already availed the limits set out in Schedule V of the Companies Act, 2013 for payment of managerial remuneration for the preceding three financial years, viz., 2020-21,2021-22 and 2022-23.
Section 197(9) of the Companies Act, 2013 provides that if any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed in this section or without approval required under this section, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the company and until such sum is refunded, hold it in trust for the company.
Section 197 (10) of the Companies Act, 2013 provides that the Company shall not waive the recovery of any sum refundable to it under sub section (9) unless approved by the company by special resolution within two years from the date the sum becomes refundable.
The remuneration actually drawn by Shri V.R. Venkatachalam, Managing Director during the financial year ended 31st March 2024, as follows:
| Name | Period | Salary, allowances and commission Rs. | Provident Fund Rs. | Perquisites Rs. | Total Rs. |
| Shri V.R. Venkataachalam | 01.04.2023 - 31.03.2024 | 2,58,49,960 | 6,90,000 | 28,72,894 | 2,94,12,854 |
Computation of limit on Managerial Remuneration
Section 197: Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent. of the net profits of that company for that financial year computed in the manner laid down in section 198 except that the remuneration of the directors shall not be deducted from the gross profits.
Section 198: Calculation of profits: In computing the net profits of a company in any financial year for the purpose of section 197.
(3) In making the computation aforesaid, credit shall not be given for the following sums, namely:
(d) profits from the sale of any immovable property or fixed assets of a capital nature comprised in the undertaking or any of the undertakings of the company, unless the business of the company consists, whether wholly or partly, of buying and selling any such property or assets:
| Particulars | Amount in Rs. |
| Profit Before Tax | 547.81 Lakhs |
| Profits from the sale of any immovable property | 2,007.23 Lakhs |
| Net Loss | 1459.42 Lakhs |
Calculation of Effective Capital pursuant to Section 198 of Companies Act 2013 read with Schedule V for the purpose of computation of ceiling:
| Particulars | Amount in Rs. |
| Paid up share capital | 50,319,090.00 |
| Share Premium account | - |
| Reserves and Surplus | 3,933,000,390 |
| Long term loans | 160,724,156.67 |
| Deposits repayable after 1 year | - |
| Total | 4,144,043,636.89 |
| Investments | 2,305,939,668.61 |
| Unabsorbed losses | - |
| Total | 2,305,939,668.61 |
| Effective capital | 1,838,103,968.28 |
| Limit | 12,000,000.00 |
| MD Remuneration | 29,412,854.00 |
| Excess over limits | (17,412,854.00) |
| Total Excess | -174.13 Lakhs |
Notes:
1. The Managerial Remuneration does not include actuarial valuation of gratuity and actuarial valuation of Earned Leave Entitlements in respect of the managerial personnel which are not actually drawn.
2. The managerial remuneration actually drawn is calculated on the basis of monthly remuneration drawn.
The payment of remuneration to the managerial personnel have been approved by the shareholders for Shri V.R. Venkataachalam, Managing Director - at the 51st Annual General Meeting held on 20th October 2023
During the financial year 2023-24, the managerial remuneration paid by the Company exceeds such limit prescribed by the Act. The Company has earned a net profit of Rs. 1069.68 Lakhs during the year as compared to a net loss of Rs. 1325.56 Lakhs in the previous year. The Revenue from operations fell from Rs. 13020 Lakhs in the previous year to Rs. 9661 Lakhs in the current year. However, the Company has made operating profit of Rs. 1069.68 Lakhs during the year viz., Earnings after Interest, Depreciation and Tax. The managerial personnel have done everything, to the best of their ability, to improve the Net Profit. The general economic slowdown prevailing all over the Country has affected the Companys business also. Considering the economic situation and the past track record of the managerial personnel in improving the business and the net profit of the Company, year after year, the excess remuneration drawn by the managerial personnel during the year may be waived from recovery from the managerial personnel by the shareholders by passing a Special Resolution to this effect.
Independent Directors Meeting:
The independent directors met on 11th March, 2024 without the presence of other directors or members of Management. All the independent directors were present at the meeting. In the meeting, the independent directors reviewed performance of non-independent directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.
The Audit Committee comprises of the following members:
Shri M. Parthasarathi, Chairman of the Committee Shri Bharatbala Ganapathy; (Till 24.11.2023), Member Shri T. Bhasker Raj (From 01.12.2023), Member and Shri Chaniyilparampu Nanappan Ramchand, Member
Two-thirds of the members of the Audit Committee are Independent Directors. The members of the committee are financially literate with ability to read and understand the financial statement. The Chairman of the committee has related financial management expertise by way of experience in financial management in his field of business. The Company Secretary acts as the Secretary for the Audit Committee.
The Audit Committee shall have such powers, duties and responsibilities and shall function in such manner as provided in Section 177 of the Companies Act, 2013.
Audit Committee Meetings:
During the year there were 4 Audit Committee Meetings held on 3rd August 2023, 10th October 2023, 8th January 2024 and 7th March 2024. All the members of the Audit Committee attended the meetings.
VIGIL MECHANISM
Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism for its directors and employees to report their genuine concerns or grievances. The Vigil Mechanism is monitored by the Audit Committee. The Vigil Mechanism provides for adequate safeguards against victimization of directors / employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It also ensures standards of professionalism, honesty, integrity and ethical behavior.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board is constituted in accordance with Section 178 (1) of the Companies Act, 2013.
The Nomination and Remuneration Committee comprises of the following members:
Shri M. Parthasarathi, Chairman of the Committee Shri Bharatbala Ganapathy; (Till 24.11.2023), Member Shri T. Bhasker Raj (From 01.12.2023), Member and Shri Ashwath Naroth, Member
Two-thirds of the members of the Nomination and Remuneration Committee are Independent Directors. The Company Secretary acts as the secretary for the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee shall carry out such functions as laid down in section 178 of the Companies Act, 2013.
Nomination and Remuneration Committee Meetings:
During the year there was one Nomination and Remuneration Committee Meeting held on
01.12.2023. All the members of the Nomination and Remuneration Committee attended the meetings.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board is constituted in accordance with Section 178(5) of the Companies Act, 2013.
The following Non-Executive directors are the members of the Stakeholders Relationship Committee:
Shri A.S. Thillainayagam, Chairman of the Committee Shri Dr. T. Bhasker Raj, Member, and Shri C. Saravanan, Member
The Chairman of the Committee is a Non-executive director. The company secretary acts as the secretary for the committee.
The Stakeholders Relationship Committee was constituted to consider and resolve the grievances of shareholders and other security holders of the Company. The Committee shall expedite the process of share transfers. The Board has delegated the powers of registration of share transfers to the committee. Any major transfers approved at the Stakeholders Relationship Committee meetings are placed before the Board.
Stakeholders Relationship Committee Meetings:
During the year there was one Stakeholders Relationship Committee Meeting held on 08.01.2024. All the members of the Stakeholders Relationship Committee attended the meetings. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to section 135(1) of the Companies Act, 2013, the Board of directors, at its meeting held on 30th May 2014, had constituted Corporate Social Responsibility (CSR) Committee. Board of Directors, at their meeting held on 1st December 2023, reconstituted the Corporate Social Responsibility Committee.
As required by section 135 (2) of the Companies Act, 2013, the CSR Committee comprises of the following three directors viz.
Shri V. R. Venkataachalam, Chairman
Shri Dr. T. Bhasker Raj, member; and
Shri Bharatbala Ganapathy, member (till 24.11.2023); and
Shri Ashwath Naroth (From 01.12.2023)
Shri Bharatbala Ganapathy & Shri Ashwath Naroth are independent directors on the Board.
The CSR Committee shall carry out such functions as laid down in section 135 of the Companies Act, 2013.
Corporate Social Responsibility Committee Meetings:
During the year there were two Corporate Social Responsibility Committee (CSR) Meeting held on 3rd August 2023 and 13th March 2024. All the members of the CSR Committee attended the meeting.
DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014
a) Extract of Annual Return:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the copy of Annual Return in prescribed form MGT-7 to be placed on the Companys website at the web address www. tcpindia.com upon filing the same with ROC.
In accordance with the provisions of section 134 (3) (a) of the Companies Act, 2013, the Annual Return will be placed on the website of the Company at the web link www.tcpindia.com.
b) Board Meetings:
During the year there were 14 Board Meetings held on 19.04.2023, 05.05.2023, 23.06.2023.03.08.2023, 01.09.2023, 14.09.2023, 16.09.2023,20.09.2023, 10.10.2023, 07.11.2023, 01.12.2023, 08.01.2024, 07.03.2024 and 13.03.2024.
c) Directors Responsibility Statement:
To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013.
i) That in the preparation of the Annual Accounts, for the year ended 31st March 2024, the applicable Accounting Standards had been followed along with proper explanation for material departures, if any;
ii) That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2024 and of the loss of the Company for the year ended on that date;
iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) That the annual accounts for the year ended 31st March 2024 had been prepared on a going concern basis. and;
v) Proper systems to ensure compliance with the provisions of all applicable laws had been devised and that such systems were adequate and operating effectively.
d) Declaration by Independent Directors:
The Board has received the declaration from all the Independent Directors as per the requirement of section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in section 149(6) of the Companies Act, 2013 and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel.
e) Companys policy on Directors appointment and remuneration:
In accordance with the requirements of section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has put in place a policy for appointment of directors taking into consideration the qualification and wide experience of the directors in the fields of chemical, power generation, manufacturing, finance, administration and legal apart from compliance of legal requirements of the Company.
The Nomination and Remuneration Committee has also laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination and Remuneration Policy. It has also laid down, in the Nomination and Remuneration Policy, the evaluation criteria for performance evaluation of the directors including independent directors. The Nomination and Remuneration Policy is uploaded on the Companys website www.tcpindia.com.
f) Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the Auditors Report and in the Secretarial Audit Report:
The Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation, or adverse remark or disclaimer except emphasis on certain matters.
The Secretarial Audit report (Form MR-3) to the shareholders for the year under review have drawn attention to certain matters which are elaborated in the notes to accounts. Apart from this, the secretarial Audit report does not contain any other qualification, reservation or adverse remark or disclaimer.
g) Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:
There are no loans made, guarantees given or security provided during the year, under section 186 of the Companies Act, 2013.
The aggregate value of investments made by the Company under section 186 of the Companies Act, 2013 is within the limits prescribed in the section.
h) Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013:
There are no contracts or arrangements entered into with the Related Parties referred to in section 188(1) of the Companies Act, 2013 during the year ended 31st March 2024.
Following are the existing related party transactions entered by the Company:
Board of Directors, at their meeting held on 1st June 2020, has appointed the following related parties to an office or place of profit in the Company, with effect from 1st June 2020, carrying lakhs fifty thousand only):
| Name of the Related Party and designation | Monthly Remuneration Rs. |
| 1. Smt T Amudha, General Manager - (Marketing - Chemical Division) | 29,30,000 |
| 2. Smt S. Arundati General Manager - (Human Resources & Industrial Relations) | 29,30,000 |
| 3. Smt Padma General Manager - (Marketing - Power Division) | 13,80,000 |
The aforesaid appointments were considered and recommended for appointment by the Board by the Nomination and Remuneration Committee.
The aforesaid appointments were approved and ratified by the shareholders at their 48th Annual General Meeting.
Shri V.R. Venkataachalam, Managing Director, Shri A.S. Thillainayagam, Shri Dr. T Bhasker Raj, Shri T. Yeswanth and Shri C. Saravanan, Directors, shall be deemed to be interested in the aforesaid appointment.
Other Related Party Transactions:
The Company has entered into a rental agreement with TCP Hotels Private Ltd, [CIN: U55101TN2001PTC046673] its subsidiary Company, for using on rental basis, a portion of the building space of the subsidiary company, in Chennai, for the purpose of Company business, on payment of a monthly rental amount of Rs. 3 lakhs. The transactions were entered into in the ordinary course of business and on an arms length basis and were in compliance with the provisions of the Companies Act, 2013. A Rental Agreement was entered into with TCP Hotels Private Ltd - Subsidiary Company. The Rental Agreement is for a period of 5 years at a time and can be renewed for further periods with the mutual consent of the parties to the agreement.
The Company has entered into a rental agreement with Nagoorar Enterprises Private Ltd, [CIN: U24110TN2007PTC065076] a company in which a director of the Company is a member, for using a portion of its premises as godown space, on a monthly rental of Rs.1,30,000/-. A Rental Agreement was entered into between the Companies. The transactions were entered into in the ordinary course of business and on an arms length basis and were in compliance with the provisions of the Companies Act, 2013.
The aforesaid transactions do not exceed the limit of 10% or more of the turnover of the Company as provided in Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules, 2014, and as such they are not material transactions.
The Related Party Transactions (RPTs) entered into by the Company are given in the Notes on Accounts 53 (a) and (b) attached to the Financial Statements. These transactions were entered into in the ordinary course of business and on an arms length basis and were in compliance with the provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The statement of RPTs is placed before the Audit Committee and the Board on a quarterly basis. Omnibus approval was obtained for the transactions of repetitive nature. None of the directors have any pecuniary relationships or transactions with the Company except for the payment of sitting fees.
The particulars of RPTs to be disclosed in Form AOC-2 is enclosed as Annexure IV.
i) The state of the Companys affairs:
The state of the Companys affairs is explained in the paragraph ‘Segment wise/ product wise performance in the Directors Report.
j) The amount, if any, carried to reserves:
The Company has not transferred any amount to the Reserves.
k) The amount, if any, which it recommends, should be paid by way of dividend:
The Board is not recommending dividend on the equity shares for this year.
l) Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of report:
There are no material changes and commitments affecting the financial position of the Company, that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report viz., for the period from 31st March 2024 to 28th August 2024.
m) Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:
(i) Conservation of Energy:
a. The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be ascertained accurately.
b. The Companys chemical plant engaged in manufacturing operations utilises the alternative sources of energy from the Biomass based power and power generated from windmills.
c. No specific investment has been made on energy conservation equipment.
(ii) Technology absorption:
The Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.
(iii) Foreign exchange earnings and outgo:
During the year the foreign exchange earnings and outgo are as follows:
Foreign exchange earnings:
Foreign exchange earnings from exports Rs. 6.22 crores.
Foreign exchange outgo:
Foreign exchange outgo on payments for imports Rs.16.39 crores.
n) A statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the Company:
The Company has framed a Risk Management Policy to identify, communicate and manage material risks across the organisation. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risks and mitigation measures are as follows:
Risk Management is an ongoing process being implemented and reviewed. The Board of directors has approved a Risk Management Policy. The Board has defined the roles and responsibilities of persons identified for implementation of the Risk Management Policy and have delegated the monitoring and reviewing of the Risk Management Plan to the Managing Director.
The Company maintains Risk Register listing all the risks likely to affect the achievement of the business goals set by the Company. Significant risks are identified using a scoring methodology. The process of Risk Management includes Risk Identification and Categorization, Risk Description and Risk Mitigation. The Risk Owners are accountable to the Managing Director for identification, assessment, aggregation, reporting and monitoring of the risks related to their respective areas / functions.
The key implementation areas for Risk Mitigation are as follows:
| For Finance function: | Treasury operations and fund transfers |
| For Computer systems and Data maintenance | Data Security |
| For purchase and sales functions | Credit Administration |
The Company is exposed mainly to Credit Risk, Market risk (competition), interest rate risk and Cash Management Risk in its business operations. The experience in the selling functions acquired by the Company over the years has helped to identify the credit worthiness of its customers for giving credit and has helped to mitigate the Credit Risk. The Company has maintained its quality in supply and services to its customers and has earned a brand image for quality supplies and by this process manages to retain existing customers and bring in new customers. In this way, it tries to mitigate the Market risk. The Companys debt servicing is a record without any default in the timely payment of interest for its working capital borrowings. The Companys profitability and financials are improving every year. This strength of the Company helps to mitigate the interest rate risk. The Companys fund operations are centralized at the Head Office. The requirements of funds from the units are met from the Head Office. The spending at the units are monitored by the accounts personnel at the Head office on a periodical basis. The Cash operations at the Head Office is subjected to multi-level checks and controls, the internal auditor periodically verifies physical cash balance and in this way the Company mitigates the Cash Management Risk.
o) The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year:
The objective of the Corporate Social Responsibility (CSR) Policy of the Company is to continue to contribute towards social welfare projects for the benefit of the general public and in particular to the people living around the areas where the companys manufacturing / generation activities are located. The CSR Policy focuses on providing facilities for imparting education, vocational training, and promoting health care to economically weaker and under privileged sections of the society and to do such other activities as may be permissible under section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Company has spent the following amount on CSR activities during the year 2023-24:
| Amount spent in excess of the limit carried forward from the previous year | Nil |
| Amount to be spent on CSR activities for the year ended 31-03-2024 | Rs.3,00,466/- |
| Amount spent on the CSR activities during 2023-24 | Rs.23,36,150/- |
| Total amount spent on CSR for 2023-24 | Rs.23,36,150/- |
| Amount unspent : | Nil |
The details on CSR activities during the year 2023-24 is given in the Annual Report as Annexure I to the Directors Report.
Annual Report on CSR activities for the financial year 2023-24: Pursuant to Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, to be included in the Directors Report for the financial year 2023-24 in the format prescribed as Annexure to the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to the Directors Report as Annexure I and is also uploaded on the Companys website www.tcpindia.com.
Note on CSR Spendings:
The Company during the financial year 2023-24 has transferred all the cumulative unspent amount of Rs. 2.45 crores to the fund mentioned in Schedule VII - the Prime Ministers National Relief Fund. The Company has no further cumulative unspent CSR amount under section 135 of the Companies Act, 2013.
p) Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its various Committees.
Performance Evaluation:
As provided in section 134(3) (p) of the Companies Act, 2013, Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees for the financial year 2023-24. The evaluation process was carried out through a structured evaluation procedure covering various aspects of the functioning of the Board and its Committees viz., The sufficiency of the existing Committees in relation to the existing size and nature of operations, their roles in decision making, frequency of their meetings, attendance at the meetings, their level of engagement and participation at the meetings, the exercise of independence of judgment, performance of their duties and obligations, their contribution in enhancing the Boards overall effectiveness and implementation of good Corporate Governance practices.
The Board has expressed its satisfaction with the evaluation process and also of the performance of all the Directors, Board and its Committees which reflected the overall engagement of the Board and its Committees with the Company.
p) Performance and financial position of the Subsidiary Company viz., TCP Hotels Private Ltd:
The Company has one Subsidiary Company viz., TCP Hotels Private Limited. The Company holds 96% equity shareholding in its subsidiary company.
TCP Hotels Private Ltd derives rental income from letting out its property and this is the only source of income for the company for the year ended 31st March 2024. For the year ended 31st March 2024, the company has earned income of Rs. 37.50 Lakhs and had reported Net profit (before tax) of Rs. 31.06 Lakhs/- (Rs. 37.68 Lakhs in the previous year) and Net profit (after tax) of Rs. 25.12 Lakhs (Rs. 30.38 Lakhs in the previous year). TCP Ltd is paying rent to TCP Hotels Private Ltd, pursuant to a rental agreement entered into with TCP Hotels Private Ltd, for taking on rent, a portion of the premises owned by TCP Hotels Private Ltd and the amount of such rent paid during the year is Rs. 37.50 lakhs. This is a related party transaction in the ordinary course of business and made on arms length basis. The omnibus approval of the Audit Committee has been obtained for entering into this routine transaction.
The annual report and annual accounts of the subsidiary company viz., TCP Hotels Private Ltd for the financial year ended 31st March 2024 and the related detailed information shall be made available to shareholders of the Company seeking such information. The annual accounts of the subsidiary company shall also be kept for inspection by shareholders at the Registered Office of the company and the Subsidiary Company. The annual accounts of the subsidiary company shall be available on the website of the Company viz., www.tcpindia. com.
r) The financial summary or highlights:
The financial summary is given in the Paragraph ‘Financial Results - Highlights in the Directors Report.
s) The change in the nature of business, if any:
There is no change in the nature of business.
t) The details of directors or key managerial personnel who were appointed or have resigned during the year:
Shri V.R. Venkatachaalam (DIN: 00037524), was reappointed as Managing Director in the 51st Annual General Meeting held on 20th October 2024.
Shri Bharathbala Ganapathy (DIN: 00659260), Independent Director tendered his resignation from the Board of Directors of the Company with effect from 24th November, 2023.
Shri Bharathbala Ganapathy (DIN: 00659260), was appointed as the Additional Director of the Company at the Board Meeting held on 8th January 2024. Further, his appointment as the Director of the Company for regularization is placed at the 52nd Annual General Meeting.
Shri M. Parthasarathi (DIN: 03209175), Independent Director tendered his retirement from the Board of Directors of the Company after the completion of his tenure as Independent Director with effect from 31st March 2024.
Shri Chaniyilparampu Nanappan Ramchand (DIN: 05166709) has completed his single term of five years as an Independent Director and is willing to be appointed for the second term of five years. The re-appointment of Shri Chaniyilparampu Nanappan Ramchand (DIN: 05166709) as Independent Director of the Company is placed at the 52nd Annual General Meeting.
Shri Ashwath Naroth (DIN: 05343532) has completed his single term of five years as an Independent Director and is willing to be appointed for the second term of five years. The re-appointment of Shri Ashwath Naroth (DIN: 05343532) as Independent Director of the Company is placed at the 52nd Annual General Meeting.
u) Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:
Your Directors are of the opinion that the Independent Directors of the Company appointed during the year are of high integrity and suitable expertise as well as experience (including proficiency).
v) The names of Companies which have become or ceased to be Subsidiaries, Joint ventures or Associate Companies during the year:
There are no companies which have become or ceased to be Subsidiaries, joint ventures or associate companies during the year.
w) The details relating to deposits, covered under Chapter V of the Companies Act, 2013:
The Company has stopped renewing / accepting deposits from the public 1st October 2016. The Company has been repaying the deposits from the public on their maturity date. All outstanding deposits from the public have matured for repayment by the end of September 2019. As such, the Company has no outstanding public deposits other than unclaimed deposits.
(a) Accepted during the year:
No deposits were accepted or renewed during the year.
(b) Remained unpaid or unclaimed as at the end of the year:
There are 39 fixed deposits and 12 cumulative deposits aggregating to 51 deposits for an amount of Rs. 37.78 lakhs that have matured but remained unclaimed (maturity value Rs. 40.61 lakhs).
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
There has been no default in repayment of deposits or payment of interest thereon during the year.
x) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:
There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
y) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
z) The details in respect of adequacy of internal financial controls with reference to the Financial Statements:
The Companys well defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. The internal financial control is supplemented by regular reviews by management and standard policies and guidelines to ensure reliability of financial data and all other records to prepare the financial statements and other data. The Audit Committee reviews the internal financial controls and also monitors the implemented suggestions.
aa) Disclosure as to whether maintenance of cost records is required by the Company and whether such accounts and records are made and maintained:
The Company is required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.
bb) Disclosure under section 22 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:
During the year under review, there were no cases filed under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
cc) Disclosure as to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has a policy for prevention of sexual harassment of women at the workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:
| a) Number of complaints pending at the beginning of the year | Nil |
| b) Number of complaints received during the year | Nil |
| c) Number of complaints disposed of during the year | Nil |
| d) Number of cases pending at the end of the year | Nil |
dd) The details of the application made or any proceedings pending under the Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the FY:
Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.
ee) Other Disclosures:
1. No equity shares were issued with differential rights as to dividend, voting or otherwise.
2. No equity shares (including sweat equity shares) were issued to the employees of the Company under any Scheme.
3. There was no fraud reported by the Auditors of the Company to the Audit Committee under section 143(2) of the Companies Act, 2013.
4. The disclosures on the composition of committees constituted by the Board under the Companies Act, 2013, as well as changes in their composition, if any, during the year, is given under the Paragraphs with respect to each of the Committees included in the Directors Report.
BUY BACK OFFER:
The Company (TCP Limited) in its Board Meeting held on 7th May 2024 approved the offer for buyback not exceeding 12,40,154 (twelve lakhs forty thousand one hundred and fifty-four only) fully paid-up equity shares of the company of face value of Rs. 10/- (Indian rupees ten only) each, representing 24.65% of the total number of equity shares in the total paid-up equity capital of the company as per the latest available limited review unaudited financial statement of the company on 31st December 2023, from all eligible shareholders (as on the record date, being Friday, May 3, 2024 on a proportionate basis, through the ‘tender offer route, at a price of INR 178/- (Indian rupees one hundred and seventy eight only) per equity share, payable in cash, for an aggregate maximum amount not exceeding INR 22,07,47,412/- (Indian rupees twenty two crores seven lakhs forty-seven thousand four hundred and twelve only) excluding the transaction costs (the "buyback")
The Buy-back is being undertaken in accordance with Article 41A of the Articles of Association of the Company, Sections 68, 69, and 70, and other applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment thereof and applicable rules thereunder including the Companies (Share Capital and Debentures) Rules, 2014, as amended.
The Buy-back Offer Size is Rs. 22,07,47,412/- (Rupees Twenty Two Crore Seven Lakhs Forty Seven Thousand Four Hundred And Twelve Only) excluding the Transaction Costs, which represents 5.65% of the aggregate fully paid-up Equity Share Capital and Free Reserves as per Limited Review Report of the Company as at December 31, 2023. The Buyback Offer Size is within the statutory limit of 25% of the aggregate of the paid-up capital and free reserves of the Company as per Section 68(2)(c) of the Companies Act.
The Company received 9 applications for 1222660 shares in the Buyback offer. The Company on made payment to all the eligible 9 shareholders. The payment was made for 1222660 equity shares of 10/- each 178/- per share aggregating 21,76,33,480/- (Rupees Twenty One Crores Seventy Six Lakhs Thirty-Three Thousand Four Hundred and Eighty only). The Company has filled all the requisite forms with Ministry of Corporate Affairs.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a Consolidated Financial Statement of the Company and its Subsidiary Company viz., TCP Hotels Private Ltd, has been prepared in the same form and manner in which the Companys Financial Statement has been prepared and such Consolidated Financial Statement is attached to this Annual Report. The Consolidated Financial Statement has been prepared in compliance with the applicable Indian Accounting Standards. A Statement containing the salient features of the Financial Statement of the Subsidiary Company in Form AOC-1 is also attached to this Annual Report.
STATEMENT OF EMPLOYEES PARTICULARS
Pursuant to Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the particulars of the employees employed throughout the financial year ended 31st March 2024 and was in receipt of remuneration for the year which, in the aggregate, was not less than Rs.1 crore and 2 lakhs and a statement of top 10 employees in terms of remuneration drawn, is annexed to the Directors Report as Annexure II.
AUDITORS
M/s. Ramesh & Ramachandran, Chartered Accountants, Chennai (Firm Registration No. 002981S) the Statutory Auditors of the Company, were appointed as the Statutory auditors at the Fiftieth Annual General Meeting of the Company held on 27th December, 2022 for a period of five years and they shall hold office till the conclusion of the 55th Annual General Meeting to be held in the year 2027.
The Companies (Amendment) Act, 2017, has amended section 139 of the Companies Act, 2013 by omitting the first proviso to section 139 (1) which provided for ratification of appointment of auditor by the members at every Annual General Meeting. The amendment has been notified to have come into effect from 7th May 2018. Due to this, there is no need for ratification by the members the appointment of auditors at every Annual General Meeting till the completion of the five year term.
COST AUDITOR
Pursuant to section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Shri M. Kannan, Cost Accountant in practice, has been appointed as the Cost Auditor of the company for the year 2023-24, for the audit of the cost records maintained by the Company.
INTERNAL AUDITOR
Pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Sankaran & Krishnan, Chartered Accountants, Chennai, are appointed as internal auditors of the Company for the year 2023-24, to conduct internal audit of the functions and activities of the Company.
SECRETARIAL AUDIT
The Board has appointed Shri K. Elangovan, M/s Elangovan Associates, Company Secretary in Practice, Chennai, (Certificate of Practice No.3552) Membership No. FCS 1808 to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2023-24. The Secretarial Audit Report is annexed to the Directors report as Annexure III.
TRANSFERS MADE TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF) DURING THE YEAR
Transfer of unclaimed dividend:
Section 124 (5) of the Companies Act, 2013 provides that the amount of dividend transferred to the Unpaid Dividend Account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund established under section 125 (1) of the Companies Act, 2013.
Accordingly, during the year under purview, the dividend declared at the 44th AGM held on 20-09-2015 is transferred to the Unpaid Dividend Account and which remained unclaimed is required to be transferred to the IEPF. The unclaimed dividend amount pertaining to the financial year 2015-16, for an amount of Rs. 7,702/-, due to 60 shareholders, were transferred to the IEPF on 23.11.2023.
Transfer of unclaimed deposits:
Section 125(2) (i) and (k) read with the proviso to that sub section provides that matured deposits together with interest accrued thereon, which remains unclaimed for a period of seven years from the date it became due for payment shall be transferred to the IEPF.
Accordingly, the unclaimed deposits for an amount of Rs. 5,20,285/- due to 13 depositors was transferred to IEPF during the financial year 2023-24 on 08.09.2023.
Web link for viewing the details:
The details of the amounts transferred to the IEPF and other particulars are placed on the website of the Company www.tcpindia.com under the web link ‘CORORATE GOVERNANCE - IEPF DISCLOSURES - 2023-24 - UNCLAIMED DIVIDEND, DEPOSITS.
Transfer of shares to the IEPF Authority:
Section 124 (6) provides that all shares in respect of which unpaid or unclaimed dividend has been transferred to the IEPF shall also be transferred by the company in the name of Investor Education and Protection Fund along with a statement containing such details as may be prescribed.
Ministry of Corporate Affairs (MCA), Government of India, had notified the Investor Education and Protection Fund (Authority, Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules") with effect from the 7th September 2016 providing for the transfer of the Equity Shares to the IEPF Authority in respect of which dividend has remained unpaid / unclaimed for seven consecutive years or more.
Accordingly, the equity shares held by those shareholders, whose dividend remained unclaimed for seven consecutive years, viz. pertaining to the dividends for the financial year 2015-16 to the financial year 2021-22, shall be liable to be transferred to the IEPF during the financial year 2023-24.
The said Rules were amended by the MCA vide their Notification dated 28th February 2017, 13th October 2017 and 9th June 2021, wherein, amongst other things, the revised procedure for transfer of shares has been notified. The MCA has issued General Circular No.11/06/2017-IEPF dated 16th October 2017 intimating the demat accounts of the IEPF Authority for the purpose of transfer of shares to the IEPF Authority whether held in physical form or in dematerialied form.
Rule 6 (first proviso) of the Rules provides that in case the beneficial owner has encashed any dividend warrant during the last 7 years, such shares shall not be required to be transferred to the Fund even though some dividend warrants may not have been encashed. In effect, this means that only those shares on which the dividend remains unclaimed for a period of 7 consecutive years are required to be transferred to the IEPF Authority.
The shares shall be credited to Demat Account of the IEPF Authority within a period of 30 days of such shares becoming due to be transferred to the IEPF. [Rule 6 (1)]
In accordance with Rule 6 (3) of the Rules, the Company has sent individual communication, dated 30th July, 2023 to those shareholders whose shares are liable to be transferred to the demat account of the IEPF Authority, informing them about the transfer of their shares to the IEPF Authority, within 30 days from the due date viz., 23rd September 2023. Newspaper advertisements were published in English (Financial Express) and in Tamil (Maalai Malar) in their issues dated 30th June 2023 intimating about the same information.
During the FY 2023-24, the Company has to transfer 151 shares held by 4 shareholders to the Demat Account of the IEPF Authority on 8th January 2024 as per the following details:
DP ID: 12047200 - DP: SBICAP - Depository: Central Depository Services (India) Ltd - CDSL - Client ID: 13676780 - Investor Education and Protection Fund Authority, Ministry of Corporate Affairs. As of 31st March 2024, 5,002 shares are held in the name of the IEPF Authority.
The names of the shareholders whose shares are transferred to the demat account of the IEPF authority, along with the shares transferred and their folio number or DP ID / Client ID are available on the website of the Company www.tcpindia.com under the web link ‘CORORATE GOVERNANCE - IEPF DISCLOSURES - 2023-24 - SHARES TO BE TRANSFERRED.
For the financial year 2024-25:
TThe details of the unclaimed dividends and deposits and the shares that are liable to be transferred to the IEPF during the year 2024-25 are placed on the website of the Company www.tcpindia.com under the web link ‘CORORATE GOVERNANCE - IEPF DISCLOSURES - 2024-25.
ANNEXURES TO THE DIRECTORS REPORT
1. Annual Report on CSR Activities - Annexure I
2. Statement under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 - Annexure II
3. Secretarial Audit Report - Annexure III
4. Form No. AOC - 2 - Annexure IV
ACKNOWLEDGEMENT
The Directors place on record their appreciation for the continued co-operation and performance extended by all employees of the Company. The Directors also place on record their appreciation for the unstinted support given by the shareholders, suppliers, customers, depositors, the Tamil Nadu Generation and Distribution Corporation Ltd (TANGEDCO) and accredited agents, who have been instrumental in the companys continued satisfactory performance. The Directors also acknowledge, with deep sense of gratitude, the timely financial assistance provided by the Companys Bankers viz., Indian Overseas Bank, State Bank of India, IDBI Bank and HDFC Bank, for smooth and efficient functioning of the Company.
| For and on behalf of the Board | |
| Sd/- | |
| V.R. Venkataachalam | |
| Chairman & Managing Director | |
| DIN: 00037524 | |
| Dated: 28th August, 2024 | |
| Place : Chennai: 600 004 |
Invest wise with Expert advice
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2025, IIFL Capital Services Ltd. All Rights Reserved
IIFL Securities Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
