TECIL Chemical & Hydro Power Ltd Management Discussions.

TO,

THE MEMBERS OF

M/S. TECIL CHEMICALS AND HYDRO POWER LIMITED

The Directors take pleasure in presenting the Seventy Fourth Annual Report together with the Audited

Financial Statements for the year ended 31 March, 2019. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS

RESULTS OF OPERATIONS

The Management of TECIL CHEMICALS AND HYDRO POWER LIMITED in its Analysis Report has highlighted the performance and outlook of the Company in order to comply with the requirement of Corporate Governance as laid down in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Listing Agreement. However, investors and readers are cautioned that this discussion contains certain forward looking statements that involve risk and uncertainties.

1. OVERVIEW

The Financial Statements have been prepared as per the provisions of Section 129 and Schedule III of Companies Act, 2013 and in accordance with the Accounting Principles generally accepted in India including the Accounting Standards specified under Section 133 of the said Act read with Rule 7 of The Companies (Accounts) Rules, 2014. Our management accepts responsibility or the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the Financial Statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

2. THE PRESENT STATUS 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

rd

Extra-ordinary General meeting held on 23 February, 2018 to include new objects in the line of tourism and hospitality industry. 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. FINANCIAL RESULTS

Particulars 31/03/2019 31/03/2018
(Rs.) (Rs.)
Income
- Other Income 22,000 14,000
Profit/Loss before Tax and Depreciation (48,09,000) (1,16,21,000)
Less: Depreciation 4,16,000 5,27,000
Profit/Loss after Depreciation but before Tax (52,25,000) (1,21,48,000)
Less: Tax Expenses - -
Profit/Loss after Tax (52,25,000) (1,21,48,000)
Earnings Per Share (Nominal Value of Share Rs. 10/-) Basic & Diluted (0.28) (0.64)

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2019 was Rs. 18.96 Crores. 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. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

There are no subsidiaries, associates and joint venture companies.

9. 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.

10. 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.

The Company has an in-house Internal Audit Function (IA). 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 M/s. Venkit & Hari,

Chartered Accountants, Kochi as Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy which has also been hosted on Companys Website.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Jeeben Varghese Kurian, Chief Executive Officer of the Company, appointed as Director cum CEO with effect from 14th September, 2018.

After the closure of financial year 2018-19, Ms. Ansia A has resigned from the post of Company Secretary and Compliance Officer with effect from 17th May 2019 and with effect from the said date Ms. Jugunu S Nair appointed as the Company Secretary and Compliance Officer.

At the ensuing annual general meeting Mrs. Lizhyamma Kurian retires by rotation and being eligible, offers herself for re-appointment.

12. 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 2018-2019 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.

13. 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 23rd July 2018 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.

14. 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.

15. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION

PROGRAMME FOR INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction programme 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 has been taken with respect to the same.

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.

16. 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, 2019, the Board had seven members, three 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.

17. COMMITTEES OF THE BOARD

As on March 31, 2019, 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.

18. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. There were five (5) Board Meetings, Four (4) Share Transfer and Stakeholders Relationship Committee Meetings and Five (5) Audit Committee Meetings and Three (3) meeting of Nomination and Remuneration Committee convened and held during 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.

Nomination and Remuneration Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1 28-05-2018 3 3
2 23-07-2018 3 3
3 25-01-2019 3 2

Board Meetings Held During the Year

Sr. No. Date on which the Board Meeting was held Total Strength of the Board No. of Directors Present
1 09-04-2018 8 5
2 28-05-2018 8 8
3 23-07-2018 8 6
4 26-10-2018 8 6
5 25-01-2019 8 5

Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1 28-05-2018 3 3
2 23-07-2018 3 3
3 26-10-2018 3 3
4 25-01-2019 3 2

Audit Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1 09-04-2018 3 3
2 28-05-2018 3 3
3 23-07-2018 3 3
4 26-10-2018 3 3
5 25-01-2019 3 2

19. 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.

20. 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.

21. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, is enclosed to the Boards Report as "Annexure B".

22. STATUTORY AUDITOR

M/s. S R Pai & Co., Chartered Accountants, (FRN: 0010793S) Ernakulam were appointed as Statutory Auditors of the Company in the Annual General Meeting of the Company held on 28th September, 2017 to hold office until the conclusion of the 77th AGM relating to the financial year 2021-22. They have given their consent and Eligibility Certificate under Section 139 of the Companies Act, 2013 to the effect that they satisfy the criteria mentioned in Section 141 of the Companies Act, 2013 for their appointment as Statutory Auditors of the Company for a period of five years.

23. 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.

24. 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 for the FY 2018-19. The Secretarial Audit Report and Secretarial compliance report on the Secretarial and Legal compliances of the Company for the FY 2018-19 is enclosed as "Annexure C" and forms part of Directors Report.

25. 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 M/s. Venkit & Hari, Chartered Accountants, Kochi to undertake the Internal Audit of the Company for the FY 2018-19.

26. RELATED PARTY TRANSACTIONS

There was no Related Party Transaction pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules, 2014. The Policy on Related Party Transaction approved by the Board has been hosted on the Companys Website.

27. 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.

28. REGISTAR AND SHARE TRANFER AGENT OF THE COMPANY

Link Intime (India) Pvt. Ltd. (SEBI Reg. No. INR000004058) was acting as Registrar and Share Transfer Agents 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.

29. 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.

30. 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.

31. 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 socioeconomic and environmental dimensions and contribute to sustainable growth and development.

32. RISK AND CONCERN

Pursuant to the requirement of Section 134 (3) (n) of the Companies Act, 2013, the Board of Directors of the Company has adopted Risk Management Policy. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company.

There are no perceived risks in the present activity.

33. HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

34. 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.

35. 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 DIRECTORS
FOR TECIL CHEMICALS AND HYDRO POWER LIMITED
Sd/-
Place: KOCHI VARGHESE KURIAN
Date: 23 July, 2019 CHAIRMAN AND MANGING DIRECTOR
(DIN: 01114947)

ANNEXURE A

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENGERY:

Total energy consumption and energy consumption per unit of production are as per Form A hereunder.

Current Year Previous Year
i) Power and Fuel Consumption: NIL NIL
ii) Consumption per Tonne of Production (Kwh) NIL NIL
iii) Technology Absorption: )Due to Lock-Out in the Company since 1999 the Ongoing energy conservation programs had been stalled. )
iv) Foreign Exchange Earnings and Outgo:
The total expenditure in foreign currency: (in Rs.000) NIL NIL