tecil chemical hydro power ltd share price Directors report

AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

TO

THE MEMBERS OF

M/S. TECIL CHEMICALS AND HYDRO POWER LIMITED

The Directors take pleasure in presenting the Seventy eighth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2023. The Management Discussion and Analysis has also been incorporated into this report.

1.HIGHLIGHTS OF FINANCIAL PERFORMANCE

As per the requirements of Section 134 of the Companies Act, 2013 read with Rule 8(5)(i) of Companies

(Accounts) Rules, 2014, your Companys financial performance during the year 2022-23, as compared to that of the previous year 2021-22, is summarized below: -

	Standalone
Particulars	31/03/2023	31/03/2022
Revenue from operations	-	-
- Other Income	-	-
Total Revenue	-	-
Profit/Loss before Tax and Depreciation	(139.81)	(38.27)
Less: Interest	-	-
Less: Depreciation	2.65	2.85
Exceptional Income	-	-
Profit/Loss after Depreciation but before Tax	(139.81)	(38.27)
Less: Tax Expenses	-	-
Profit/Loss after Tax	(139.81)	(38.27)
Total Comprehensive Income	-	-
Earnings Per Share (Nominal Value of Share Rs. 10/-)	(0.74)	(0.20)
Basic & Diluted

2.REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY

The Company has not been carrying any manufacturing operations since last few years. The Company is taken over by Mr. Varghese Kurian after execution of share purchase agreement and completion of open offer as per the requirements of SEBI (Substantial Acquisition of shares and Takeovers) Regulations, 2015. Our Company has altered the object clause of the Company in the Extra-ordinary General meeting held on 23rd February, 2018 to include new objects in the line of tourism and hospitality industry. Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023. The commencements of new activities are pending for approval from the Department of Revenue, Government of Kerala.

3.OUTLOOK OPPORTUNITIES AND THREATS

The Company under its new management has plans to start an industrial and recreational park at the existing land of the Company at Chingavanam, Kottayam, Kerala comprising of hotel, hospital, shopping complex etc.

4.LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited. Both Stock Exchanges has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023

5. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 was Rs. 189637000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DIVIDEND

Due to loss, the Directors of the Company do not recommend any dividend for the year.

7.TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves during the financial year under review.

8. CREDIT RATING

The Company has not been carrying any manufacturing operations since last few years.

9.SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

There are no subsidiaries, associates and joint venture companies.

10.DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

11.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.To maintain its objectivity and independence, the IA Department evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company.

Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place of ensuring proper and efficient conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Mr. Suresh, Chartered Accountant, Kochi as Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, In order to ensure orderly and efficient conduct of the business, safeguard the assets, ensure the accuracyand completeness of the accounting records and timely preparation of reliable financial information and financial statements, the Company has put in place adequate Internal Financial Controls procedures. Adequacy and effectiveness of the Internal Financial Controls of the Company are validated on annual basis by the Audit Committee based on the report submitted by the Statutory Auditors.

12.MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROMTHE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT.

Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023.

Company has received an intimation (No. B8-415,416, 417, 418, 419, 420, 421/2023 dated 31.07.2023) from Special Tahsildar, Land Acquisition (General) Office, Kottayam District, Kerala, Informing that Rs. 27,15,890/- (Twenty-seven lakhs fifteen thousand eight hundred and ninety) has been deposited in the CCD Account of Sub-Court, Kottayam, District, on July 22, 2023 towards the compensation for acquisition of Companys 25.48 Cents of land by the State Government in 2012 for the expansion of

MC Road, Kottayam District. Company shall do the needful to release the compensation from the Sub-Court, Kottayam.

Company has cleared all the PF dues and Employees Provident Fund Organization office has Issued a Certificate for liability settlement informing that as per the Employees Provident Fund Organization there is no Provident Fund pending for recovery against Revenue Recovery Certificate issued by their office in respect of TECIL Chemicals and Hydro Power Limited bearing PF code no. KR/KTM/2334

The Company has filed an appeal against the order No. 8501/14 dated 29.06.2016 of the Additional Tahsildar, Kottayam directing to pay Rs. 10,52,337/- towards penalty and value of sand removed from lease land. The Company has remitted total demand including Interest amounting to Rs. 14,19,758/- by way of Demand Draft on 20.07.2022.

13.DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment of Mrs.Lizhyamma Kurian as Executive Director was made subject to approval of shareholders at the ensuing 78^th AGM as her tenure has completed. Mr.Toby Antony has completed his 2 consecutive tenure of 5 years as Independent Director on November 9, 2022, hence not re-appointed. Mr. Prem Shankar Panicker was appointed as addition Independent Director subject to the approval of shareholders and Mr. Parameswaran Radhakrishnan Nair, Mr. Puthuparambil Parameswaran Pillai Vijayakumar and Mr. Biju Thundil Madhavan was re-appointed as Independent Directors for another 5 consecutive years subject to the approval of shareholders. Mr. Muhammed Rishad Mustafa appointed as the CompanySecretary and Compliance Officer of the company. Directors of the Company as on 31^st march 2023 mentioned below;

Name of Director	DIN no.	Catagory
1 Varghese Kurian	01114947	Managing Director
2 Lizhyamma Kurian	01114716	Executive Director
3 Shaji Kalladayil Mathew	01866682	Executive Director
4 Jeeben Varghese Kurian	06750117	Executive Director
5 Biju Thundil Madhavan	03621324	Independent Director
6 Puthuparambil Parameswaran Pillai Vijayakumar	06907566	Independent Director
7 Prameswaran Radhakrishnan Nair	06907573	Independent Director
8 Prem Kumar Sankara Panicker	03232333	Independent Director

14.UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mail. Shareholders holding their shares in demat mode also have an option to register / update their email addresses, KYC and Bank details with their depository, through their depository participant.

15.DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals and Hydro Power Limited, state in respect of Financial Year 2022-2023 that: a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts on a going concern basis; e) The Directors have ensured that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

16.INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different point of view and experiences and prevents conflict of interest in the decision-making process. The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment. None of the Independent Directors serves as

"Independent Directors" in more than seven listed entities. During the year under review, the Independent Directors met on 11^th November 2022 inter alia, to discuss: (a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole; (b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. (c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present throughout the Meeting. They expressed views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of the meetings. Their suggestions were discussed at the Board Meeting and are being implemented to ensure a more robust interaction at the Board level.

17.DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly Minority Shareholders and regulators of the Company.

18.INDUCTION PROGRAMMEE FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction program for new Directors and ongoing familiarization with respect to the business/working of the Company for all Directors is a major contribution for meaningful Board Level deliberations and sound business decisions. At the time of appointing a Director, a formal letter of appointment is given to him/her which, inter alia, explains his/her role, function, duties and responsibilities and the Boards expectations from him/her as a Director of the Company. The Director is also explained in detail about the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation havigis been taken with respect to the same. The details of such familiarization programmes are provided on the website of the Company and can be accessed at www.tecilchemicals.com

A Presentation is also shared with newly appointed Director giving an overarching perspective of the industry, organizational set-up of the Company, the functioning of various divisions/departments, the Companys market in which it operates governance and internal control process and other relevant information pertaining to the Companys business. The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director of the Company.

19.DIRECTORS APPOINTMNET AND NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2023, the Board has eight members, four of whom were executive or whole-time directors and four were independent directors. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration policy including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, and the same has been hosted on the Companys Website www.tecilchemicals .com.

20.CHANGE IN THE NATURE OF BUSINESS

The Company has not been carrying any manufacturing operations since last few years.

21.COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had three committees: the audit committee, the nomination and remuneration committee and the stakeholders relationship committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

22.MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. There were five (5) Board Meetings, eleven (11) Stakeholders Relationship Committee Meetings and six (6) Audit Committee Meetings and six (6) meeting of Nomination and Remuneration Committee convened and heldduring the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and Secretarial Standards

	Board Meetings Held During the Year
Dates on which the Committee Meeting was held		Total Strength of the Board	No. of Directors Present
1 30.05.2022		8	6
2 04.08.2022		8	5
3 30.08.2022		9	7
4 11.11.2022		8	6
5 08.02.2023		8	6

 

	Nomination and Remuneration Committee Meetings Held During the Year
Dates on which the Committee Meeting was held		Total Strength of the Committee	No. of Members Present
1 26.05.2022		3	3
2 04.08.2022		3	3
3 18.08.2022		3	3
4 30.08.2022		3	3
5 11.11.2022		3	3
6 08.02.2023		3	3

Audit Committee Meetings Held During the Year

Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1 26.05.2022	3	3
2 04.08.2022	3	3
3 18.08.2022	3	3
4 30.08.2022	3	3
5 11.11.2022	3	3
6 08.02.2023	3	3

Stakeholders Relationship Committee Meetings Held During the Year

Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1 26.05.2022	3	3
2 04.08.2022	3	3
3 18.08.2022	3	3
4 30.08.2022	3	3
5 14.09.2022	3	3
6 11.10.2022	3	3
7 11.11.2022	3	3
8 12.01.2023	3	3
9 25.02.2023	3	3
10 15.02.2023	3	3
11 30.03.2023	3	3

Separate Independent Directors Meeting:

A separate meeting of the Independent Directors without the presence of Non- Independent Directors and members of management had taken place on 11th November 2022 at the corporate Office of the Company located at Kochi in which the Independent Directors had appreciated the performance of the Executive Directors and the Board as a whole. They also concluded that the Board as a collective body is also performing satisfactorily and the flow of information between the Companys Management and the Board in terms of quality, quantity and timeliness is satisfactory.

23. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements provided in this Annual Report.

24.ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed herewith as ‘‘Annexure A with Boards Report.

25. EXTRACT OF ANNUAL RETURN

Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the companys website in http://www.tecilchemicals.com/cms/3/Investor-Relation.

26.STATUTORY AUDITOR

M/s. S R Pai & Co., Chartered Accountants, (FRN: 010793S) Ernakulam were re-appointed as Statutory Auditors of the Company in the Annual General Meeting of the Company held on 30th September, 2022 to hold office until the conclusion of the 82^nd AGM relating for another term of 5 years.

27. INDEPENDENT AUDITORS REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company.

28.SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed CS. Harikrishnan R Nair, Practicing Company Secretary, Trivandrum to undertake the Secretarial Audit of the Company. The Secretarial Audit Report and Secretarial compliance report on the Secretarial and Legal compliances of the Company for the FY 2022-23 is enclosed as "Annexure-C" and forms part of Directors Report.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

29.ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS. Harikrishnan RNair, Practicing Company Secretary, Trivandrum has been submitted to the Stock

Exchanges and is annexed to this Boards Report.

30. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointed Mr. M K Suresh Chartered Account, Kochi has been appointed as the Internal Auditor for the Financial Year 2023-24 as M/s. Venkit & Hari, Chartered Accountants, Kochi has completed their tenure.

31.MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

32. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder 1. Mr. Varghese Kurian-Managing Director, 2. Jeeben Varghese Kurian Chief Executive Officer 3. Mr. Muhammed Rishad Mustafa Company Secretary and Compliance Officer 4. Mr. Ramasubramonia Iyer Chief Financial Officer

There is No change in KMPs of the Company during the year.

33. NON-DISQUALIFICATION OF DIRECTORS:

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has obtained a Certificate from Mr. Hazeem HS Company Secretary in Practice, Trivandrum (C.P. No.:17719) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provided as Annexure to the Boards Report, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

34. DEPOSITORY SYSTEM

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL").

The ISIN Number of your Company for both NSDL and CDSL is INE014B01011

35.EVALUATION OF THE BOARDS PERFORMANCE

The performance evaluation of the Board / Committees/ Executive Directors were carried out by the Nomination & Remuneration Committee meeting and were overall satisfied with the evaluation results, which reflected the overall engagement and performance of the Board / Committees/ Executive Directors of the Company. The Board of Directors in the meeting has also evaluated the individual performance of the Independent Directors of the Company based on the specified criteria pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and were satisfied with their performance. Disclosure of Expertise / Skills / Competencies of the Board of Directors: The list of core skills / expertise / competencies identified by the Board of Directors of the Company as required in the context of its business and sector(s) for it to function effectively and those actually available with the Board, form part of the Corporate Governance Report

36.RELATED PARTY TRANSACTIONS

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality and Dealing with Related Party Transactions Required approvals are taken for Related Party Transactions. The Policy on Related Party Transaction approved by the Board has been hosted on the Companys Website, www.tecilchemicals.com. Transactions entered are given in Form AOC-2 as Annexure to the Boards Report. All

Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis.

37.PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested Shareholder by submitting a written request to the Company .This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

38.REGISTAR AND SHARE TRANFER AGENT OF THE COMPANY

The Board of Directors had appointed Cameo Corporate Services Limited (SEBI Reg. No INR000003753) as the new Registrar and Share Transfer Agent in the Board Meeting held on 9th April, 2018. Accordingly Cameo Corporate Services Limited is the Registrar and Share Transfer Agents of the Company.

39.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid in the earlier years, the provisions of Section 125 of the Companies Act, 2013 do not apply.

40.CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015 of the Listing Agreement with the Stock Exchanges, a separate Section on

Corporate Governance practices followed by the Company, together with a certificate from M/s. M Hazeem & Associates., Practicing Company Secretaries, Trivandrum confirming compliance, which forms an integral part of this Annual Report as per SEBI Regulations.

41.ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are its most important Stakeholders. Accordingly, our Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

42.RISK MANAGEMENT

The Management of the Company will take adequate steps in identifying, assessing, controlling and mitigatingthe risks associated with different areas of its business operations

43.CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys website at www.tecilchemcials.com. Board has authorized Mr. Muhammed Rishad Mustafa, Company Secretary of the Company to act as the Compliance Officer for setting forth the procedures and implementation of the aforesaid codes.

44.LEGAL AND REGULATORY

We are subject to various laws and regulations, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations

45.PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, during the yearthe Company has not received any case related to sexual harassment.

46.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of the Annual Report in and annexed to the Boards Report.

47.MARKET CAPITALIZATION [RANKING]

Both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023.

48.UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mail. Shareholders holding their shares in demat mode also have an option to register / update their email addresses, KYC and Bank details with their depository, through their depository participant.

49.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under

Names of the employees	Designation	Total Remuneration in FY 2022-23 (Rs.)
Mr. Muhammed Rishad Mustafa	Company Secretary	677167
Mr. Ramasubramonia Iyer	Chief Financial Officer	254715

Note - The remuneration paid to Key Managerial Personnel of the Company during the year 2022-23 was in conformity with the Nomination and Remuneration Policy of the Company and within the limits approved by the shareholders.

No Executive Directors are drawing any remuneration.

50.HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

51.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023.

Company has received an intimation (No. B8-415,416, 417, 418, 419, 420, 421/2023 dated 31.07.2023) from Special Tahsildar, Land Acquisition (General) Office, Kottayam District, Kerala, Informing that Rs. 27,15,890/- (Twenty-seven lakhs fifteen thousand eight hundred and ninety) has been deposited in the CCD Account of Sub-Court, Kottayam, District, on July 22, 2023 towards the compensation for acquisition of Companys 25.48 Cents of land by the State Government in 2012 for the expansion of

MC Road, Kottayam District. Company shall do the needful to release the compensation from the Sub-Court, Kottayam.

Company has cleared all the PF dues consequently Employees Provident Fund Organization office has Issued a Certificate for liability settlement informing that as per the Employees Provident Fund Organization there is no Provident Fund pending for recovery against Revenue Recovery Certificate issued by their office in respect of TECIL Chemicals and Hydro Power Limited bearing PF code no. KR/KTM/2334

The Company has filed an appeal against the order No. 8501/14 dated 29.06.2016 of the Additional Tahsildar, Kottayam directing to pay Rs. 10,52,337/- towards penalty and value of sand removed from lease land. The Company has remitted total demand including Interest amounting to Rs. 14,19,758/- by way of Demand Draft on 20.07.2022.

52 .EMPLOYEES STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of section 62 (1) (b) of the Companies Act, 2013 read with its Rules framed thereunder and respective SEBI regulations.

53.SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

54.CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is not applicable for the company

55.POLICIES OF THE COMPANY

The Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have mandated the formulation of certain policies for all listed companies.

All our Corporate Governance Policies are available on the Companys website at www.tecilchemicals.com

The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

56.VIGIL MECHANISM

The Company has adopted a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud or violation of Companys code of conduct by the Directors and employees. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises grievances against victimization. The details of establishment of such mechanism have been disclosed in the corporate governance report for the year under review. The vigil mechanism is disclosed in the website of the company viz., www.tecilchemicals.com

57.GENERAL DISCLOSURE

Your Directors states that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account of the absence of any transaction or the inapplicability of the provisions:

a) Your Company has not issued any shares with differential rights and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Your Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Your Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) There are no instances where the Board has not accepted the recommendation of the Audit Committee/ Nomination and Remuneration Committee.

e) There are no instances of one-time settlement with any Bank or Financial Institution.

f) There are no instances of application or proceedings under the Insolvency and Bankruptcy Code, 2016

58.CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates.

59.DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016

60.DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from banks and Financial Institutions

61.ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all Stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

	BY ORDER OF THE BOARD OF DIRECTOR
	For TECIL Chemicals and Hydro Power Limited
	Sd/-	Sd/-
Place: Kochi	Varghese Kurian	Shaji K Mathew
Date: 31st August 2023	Chairman and Manging Director	Director
	(DIN: 01114947)	(DIN: 01866682)