TGV Sraac Ltd Directors Report

Dear Members,

Your Directors? have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31^st March, 2024.

1. Operations

The turnover (Gross) for the year under review is Rs.179275 Lakhs as compared to Rs.270641 Lakhs in the previous year. The decrease in Turnover is mainly on account of ongoing geopolitical tensions, disruptions in global supply chains, uncertainty in global markets, demand and supply dynamics, reduced demand for Chlorine and China factor.

2. Division / Segment Wise Performance

For the current year Caustic Soda production is 252284 MTs, whereas for previous year production is 256492 MTs showing a slight decrease of approximately 1.65%. The net sales for Caustic Soda plant is Rs.96118 lakhs whereas for the previous year net sales is Rs.141332 lakhs.

For the current year Caustic Potash production is 30338 MTs, whereas for the previous year the production is 27675 MTs showing an increase of approximately 9.6%. The net sales for Caustic Potash Plant is Rs.27950 lakhs, whereas for the previous year net sales is Rs.38949 lakhs. For the current year Chloromethanes production is 86924 MTs, whereas for the previous year the production is 88286 MTs showing a marginal decrease of approximately 1.54%. The net sales for Chloromethanes Plant is Rs.24518 lakhs, whereas net sales for previous year is Rs.40294 lakhs. For the current year Castor Oil derivatives production is 540 MTs, whereas for the previous year the production is 700 MTs showing a decrease of approximately 33%. The net sales for Castor Oil Plant is Rs.788 lakhs, whereas for the previous year net sales is Rs.1505 lakhs.

For the current year Fatty Acids production is 4415 MTs, whereas for the previous year the production is 8996 MTs showing an increase of 51%. The net sales for Fatty acid plant is Rs.4088 lakhs, whereas for the previous year net sales is Rs.9543 lakhs.

There are no commercial operations at Bellary Power Plant due to expiry of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other viable options including its sale or relocation of the Plant.

Due to higher transmission charges involved compared to the benefits from generation, Wind Farm at Ramgiri transmission agreements approvals were not obtained from Electricity Authorities. Hence no income from generation for current year as against previous year generation of 6.35 Lakh/KWH

3. Outlook for the Current Year

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

FINANCIAL RESULTS

Particulars	31.03.2024	31.03.2023
Profit before Finance Costs & depreciation	15454.78	54337.53
Less: Finance Cost	2368.73	2760.89
Profit before Depreciation	13086.05	51576.64
Less: Depreciation	8349.84	7362.42
Profit (Loss) before Exceptional items and Tax	4736.21	44214.22
Add: Exceptional items	3990.17	-
Profit/Loss Before Tax	8366.38	44214.22
Tax Expense:
Less: - Current Tax	1758.99	10608.81
- Deferred Tax	508.58	(2747.82)
- Earlier years Income Tax	-	146.72
Profit for the period from continuing operations	6098.82	36206.51
Less :Loss from discontinuing operations	35.71	58.86
Tax expenses of discontinuing operations	8.99	14.81
Profit/loss from discontinuing operations (After tax)	26.72	44.05
Profit for the period	6072.10	36162.46
Add: Balance Carried from Previous year	47704.84	21536.10
Add: Deferred Tax of Previous year	103.93	-
Profit available for Appropriation	53880.87	57698.56
Less: Transfer to General Reserve	1000.00	(10000.00)
Less: Dividend paid for 2022-23	1070.90	-
Less: Transfer from reserves to Other
Comprehensive Income	29.70	6.29
Surplus carried forward to next year	51780.27	47704.84

Profit before tax (including exceptional item Rs.3990.17 lakhs) for the current year is at Rs.8366.38 lakhs as against previous year Profit before tax (exceptional item : Nil) of Rs.44214.22 lakhs. For the Current year Profit after tax is Rs.6098.82 lakhs as against Profit after tax for the previous year of Rs.36206.51 lakhs. The decrease in profits is attributable to unfavourable market conditions, imbalance in demand and supply, geo-politics with war-fare between Russia-Ukraine etc conditions.

4. Capital Expenditure

During the year the Company has incurred capitalised expenditure of Rs.89.14 Cr (mainly towards Modernisation and strenghening. Further, Capital Work-in-progress at the year end comes to Rs.168.26 Cr. (mostly relating to Chloromethanes expansion, Solar Power project and others).

5. Dividend

Considering alround better performance of the company for the year and liquidity position, the Board in its meeting held on 29.05.2024 has recommended final dividend for the year ending 31.03.2024 at Rs.1/- per Equity Share of Rs.10/- each (i.e. 10%) [same as previous year].

The Dividend payment is subject to approvals of members at the ensuing Annual General Meeting (AGM). The total cash flow on account of dividend on equity shares for the financial year 2023-24 would aggregate to Rs.10,70,89,800/-. The dividend will be paid to members whose names appear in the Register of Members as on the cut-off / record date 20.09.2024. The dividend payment date is 23.10.2024 (Wednesday) / before the statutory time limit i.e. 27.10.2024.

Further, in view of changes made under Income Tax Act 1960, by the Finance Act 2020, dividend paid or distributed by the company shall be taxable in the hands of the members/shareholders receiving dividend. The company shall accordingly, make the payment of the final dividend after deduction of tax (TDS) at source at applicable rates.

6. Transfer of Unclaimed dividend to Investor Education and Protection Fund (IEPF)

In terms of section 124 and 125 of the companies act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016, (‘the Rules?), unpaid or unclaimed dividend/ and fractional entitlements etc., are due for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government after 7 years of its declaration by the company. The Company had transferred unclaimed or unpaid dividend to IEPF relating to CRPS Dividend for the period from 01.04.2002 to 31.03.2016 (14 years) amounting to Rs.32,518/- vide SRN : F77845154 dtd.03.11.2023 and Fractional Entitlements for the financial year 2016-17 amounting to Rs.23,751/ - vide SRN : F93190460 dtd.08.03.2024. The details are made available on Company website, https://www.tgvgroup.com/download/sraac/IEPF-1-CRPS-Shareholders-data-14-Years-Dividend-new-file.pdf and https://www.tgvgroup.com/download/sraac/IEPF-1-fractional-shareholders-data-F.Y.-2016-17-file.pdf.

The shareholders can claim back their dividend/fractional entitlement amount transferred to IEPF by filing Form IEPF-5 and other related documents. The following table provides list of periods for which unclaimed dividends would become eligible to be transferred to the IEPF on the dates mentioned below:

S. No.	Financial Year	Dividend on CRPS / Fractional Entitlement	Date of declaration of Dividend	Unclaimed Dividend amount in Rs.	IEPF transfer details
1.	01.04.2002 to 31.03.2016 (14 years)	CRPS Dividend @ 0.01 per year	27.09.2016	32,518	Form IEPF-1 vide SRN : F77845154 / 03.11.2023
2.	2016-17	Fractional Entitlement	27.01.2017	23,751	Form IEPF-1 vide SRN : F93190460 / 08.03.2024

7. Company?s market capitalization rank

It may please be noted that Company?s market capitalization rank for the year ending 31.03.2024 on BSE stands at 1303 (previous year 966). This rank is based upon traded value of company?s share as on 31.03.2024 on BSE platform where company?s shares are listed. As per the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to BRSR (Business Responsibility and Sustainability Report) are applicable to the company for the current year also.

8. Business Responsibility and Sustainability Report (BRSR)

To comply with the provisions of Regulation 53 of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report in the SEBI prescribed format has been attached as "Annexure – L". It may please be noted that BRSR provisions are applicable to the company even though its rank is above 1000, based on the immediately previous year rank of below 1000 for the year 2023-24, the provisions of BRSR reporting requirement are applicable to the company.

9. Safety and Environment

Your company sincerely believes and recognize the importance of sustainable environment and ecological balance. Further it believes that full proof safe methods have to be followed for achieving pollution free environment due to its activities in all respects particularly in utilization of material, machine and human activities while undertaking its business activities. To ascertain and ensure full proof safety and pollution control, the company is taking all possible preventive and proactive steps with the help of subject experts and outside professional agencies and periodical review of related committees for improvement of procedures enunciated in policies for achievement of desired objectives.

Proactive steps taken by the management to ensure pollution free environment along with safety consideration in every activity, the company has been awarded ISO 9001, 14001, 45001 Certification by renowned Institution DNV. It implies that the company is adhering to standard procedures to ensure pollution control, environment balance and implementation of safety related aspects. Well trained and qualified professionals in senior cadre entrusted with the responsibility to ensure "EVERY SECOND SAFETY" and preservation of environmental ecology. To ensure safety related aspects awareness among all related stakeholders, and equip the staff with innovative and new technologies and equipment, regular mock drills and exercises were conducted and concerned technical committees hold regular meetings regularly to review and ensure full proof execution of plans and procedures for better results in these matters. Further, the company is complying with all statutory and non-statutory provisions relating to environmental balance, pollution control and safety. The company is taking all possible steps to keep sustainable eco-friendly environment around its business activities, one of them is giving more thrust to solar power generation which is eco-friendly.

10. Dividend Distribution Policy

The Board in its meeting held on 29.05.2023 has approved the Dividend Distribution Policy to comply with Reg. 43 A of SEBI (LODR) Regulations, 2015. The Policy has been posted on Company website and the same can be viewed at https://www.tgvgroup.com/download/sraac/7-Dividend-Distribution-Policy-new-file.pdf. The dividend policy will be reviewed/revised at regular intervals and also whenever there is statutory amendments notified.

11. Listing Fees

The Company has paid Listing Fee for the year 2024-25 to Bombay Stock Exchange vide our letter dated 30.04.2024. Further the company is always prompt and sincere in making payments to the stock exchange.

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.03.2024.

14. Directors and Key Managerial Personnel (KMP)

The Company is not having regular Chairman. The Board of Directors present at each meeting will elect one among them as Chairman of that particular meeting until regular Chairman was appointed to comply with statutory provisions of the Companies Act, 2013 read with Articles of Association of the Company and SEBI (LODR) Regulations, 2015.

The Board of Directors in the meeting held on 29.05.2024 (on consideration of Nomination and Remuneration Committee recommendation dt.12.04.2024) has reappointed Sri Srinivasa Babu Chappidi (DIN:09266926) as Executive Director (Technical) for a period of three (3) years on same terms and conditions, subject to members approval at the AGM. Appropriate Special Resolution has been placed in the Notice of AGM.

Members of the company have accorded their approval by way of Special Resolution in the 40^th Annual General Meeting held on 15.09.2022 for the appointment of (1) Ms M. Sridevi (2) Ms S. Hima Bindu and Ms Geeta Ramesh Serwani as Independent Director for a period of three (3) years [First Term] effective from 11.11.2021, 02.03.2022 and 10.08.2022 respectively. In view of this first term of these Directors going to expire on 10.11.2024, 01.03.2025 and 09.08.2025 respectively. To comply with applicable provisions of the Companies Act, 2013, prior approval of shareholders is necessary for reappointment of these Independent Directors for second term. Accordingly after consideration of Nomination & Remuneration Committee recommendation dt.12.06.2024, the Board in its meeting held on 14.08.2024 recommended the company proposal for their reappointment for second term of 5 consecutive years after the end of their respective first terms after fulfilment of required formalities. Appropriate Special Resolutions are placed in the Notice of AGM for your approval.

Shareholders approval is requested in the Ordinary Business for reappointment of Sri Karunakar Rao Kamisetty and Sri Jeswanth Reddy Nalla who are going to retire at this AGM, being eligible opted for reappointment.

15. Statement of declaration given by Independent Director under the provisions of Sec.149 (6)

In compliance of statutory provisions of the Companies Act, 2013, the company has received declarations from the Independent Directors of the company confirming that they meet the criteria of independence as mentioned in Sec. 149 (6) read with Regulation 16 (1) (b) of SEBI (LODR) 2015 and that their names are included in the data bank as per Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 for the current year under review. Further, it is confirmed that during the year, the independent directors of the Company had no pecuniary relationship or transactions with the company other than sitting fees for attending the Board and Committee Meetings.

16. Web-link of Annual Report

Pursuant to Section 92(3) of Companies Act, 2013 the annual report of the company for the financial year 2023-24 has been posed on the website of the company at https://www.tgvgroup.com/download/ sraacl/annual-reports/42-annual-report-2023-24.pdf

17. Change in Nature of Business

During the financial year there is no change in the nature of the business of the company.

18. Industrial Relations

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

19. Energy Conservation Technology Absorption and Foreign Exchange earnings and outgo

In pursuance to applicable statutory provisions of the Companies Act, 2013 the company has furnished particulars required to be disclosed under Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors? Report for the year ended 31^st March, 2024 is annexed hereto as "Annexure – A" to this report.

20. Directors? Responsibility Statement

As required by the provisions of Section 134 (3) (C) of the Companies Act, 2013, Directors? Responsibility Statement is attached as "Annexure – B".

21. Report on Corporate Governance – Reg.34 (3) read with Schedule-V of SEBI (LODR) Regulations, 2015

Appropriate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Secretarial Auditor of the Company Sri Mahadev Tirunagari (Annexure - D) regarding compliance of the conditions of Corporate Governance. The "Annexure C and D" are attached to this report.

22. Management Discussion and Analysis Report

Further to comply with Reg. 34(2) (e) Schedule-V of SEBI (LODR) Regulations, 2015 "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors? Report.

23. Statutory Auditors

The term of Statutory Auditors M/s. Brahmayya & Co., Chartered Accountants (Firm Regn. No.000515 S) appointed in 40^th Annual General Meeting (AGM) held on 15.09.2022 for 5 (five) consecutive years will end on conclusion of Annual General Meeting to be held for the year 2027.

24. Cost Audit

Majority of the products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form CRA-4 in XBRL format with MCA portal for the financial year 2022-23. The cost audit report for the financial year ended 31^st March, 2024 is being filed in due course.

Disclosure on maintenance of Cost records

The Company made and maintained the cost records prescribed under Sec.148 of the companies Act, 2013 for the financial year 2023-24.

25. Audit Committee

The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted on 07.11.2022 with the following members namely Sri C. Srinivasa Babu, Ms. M. Sridevi and Ms. Geeta Ramesh Serwani as members with Ms S. Hima Bindu as Chairperson of the Audit Committee. It may please be noted that there is no change in the composition of the Audit Committee during the current year.

26. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

There are no material changes which will be affected to the financial position of the company according to the date of financial year and the date of its Report.

27. Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and company?s opportunities in future

There was no significant and material order passed by the Regulator or Court or Tribunal impacting the going concern status and company?s opportunities in future.

28. Statement concerning development and implementation of Risk Management Policy of the Company

Even though the Provisions of Risk Management are applicable to the company from 01.04.2023 (based on company market capitalization rank) the company has taken proactive steps to comply with risk management provisions and as a matter of good corporate governance and in recognition of its importance, the company is adhering to the provisions enunciated in SEBI (LODR) Regulations, 2015 in this regard well before the applicability of the said provisions. The Risk Management Committee was Reconstituted latest on 07.11.2022 with Sri K. Karunakar Rao, Executive Director (Fin. & Comml.,) as Chairman and a) Ms. S. Hima Bindu, Director b) Sri N. Jesvanth Reddy, Executive Director (Technical) c) Sri C. Srinivasa Babu, Executive Director (Technical) d) Sri P. Raghavendra Reddy, Vice President (Q&A) and e) Sri C. Rajesh Khanna, Vice President (F&A) and CFO as Members to oversee the progress and implementation of stipulated procedure and policies for achieving the risk minimization and management objectives. As and when required the company is availing the services of experts in various connecting fields for revision and evaluation of its activities for attaining maximum benefits and improve efficiency. The details of Risk Management meetings held during the current year are furnished in "Report on Corporate Governance – Annexure – C."

29. Details of Policy Development and implementation by the company on its Corporate Social Responsibility (CSR) Policy

The required particulars are furnished to comply with Rule 10 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format as "Annexure – H". It may please be noted that these policies are periodically be reviewed and revised as and when required to comply with statutory amendments notified.

30. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

During the year the company has not made any investment in share, given loan and guarantee to any entity.

31. Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee (omnibus approval) and Board. Further details to be furnished in Form AOC-2 has been given as "Annexure - F" to this report to comply with statutory provisions of Sec.188.

32. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit respectively, have not made any adverse comments on the activities of the Company for the financial year 2023-24.

33. Company?s Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

With the approval of the Board the company has prepared well drafted policy on the relevant matters of fixation of remuneration to Directors, Whole-time Directors and grounds for revision. The policy broadly covers the aspects of duties, liabilities and responsibilities of Directors. To ensure compliance in this regard Nomination and Remuneration Committee was reconstituted on 07.11.2022 with Ms Geeta Ramesh Serwani as Chairperson and Ms. M. Sridevi, Ms S. Hima Bindu as Members to comply with provisions of SEBI (LODR) Regulations, 2015. The committee will meet periodically and also as and when required to recommend to the Board regarding Appointment / Re-appointment and Fixation of Remuneration to Whole-time / Executive / Non-Executive Directors to comply with Statutory Provisions. Further, to meet the future requirements of the company, it ensures maintenance of relevant data bank and deal with related matters in its meetings. The committee will also review the policy and procedures and its modification to suit changing provisions as and when required. The relevant policy is available on the Company?s website under the link https://www.tgvgroup.com/ download/sraac/2-Nomination-Remuneration-Committee-NRC-Policy-new-file.pdf

34. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

To achieve the company objective and to ensure full proof policy implementation the company has internal financial controls (IFC) systems, which is in line with requirement of the Companies Act,

2013, which is intended to increase transparency & accountability in an organization?s process of designing and implementing a system of internal control. Our IFC process, facilitates orderly and efficient conduct of its business including adherence to Company?s policies, safeguarding of its assets, prevention and detection of frauds.

35. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board in its meeting held on 29.05.2023 has re-appointed Sri N. Ramaswamy, Practicing Company Secretaries as Secretarial Auditor for the year 2023-24. As Sri N. Ramaswamy was expired on 18.02.2024, the Board in its meeting held on 29.05.2024 has appointed Mr. Mahadev Tirunagari (FCS : 6651) as Secretarial Auditor for 2023-24 to complete the unfinished Audit work and to comply with statutory provisions. Secretarial Audit Report for the year ending 31.03.2024 has been Annexed to the Directors? Report as "Annexure – J" to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Acts. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. Further, in compliance of Regulation 34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR) Regulations, 2015 certificate on "non-disqualification of Directors" issued by the Secretarial Auditor is enclosed as "Annexure – K" to this report.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Govt., under Sec. 118 (10) of the Act.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ending 31^st March, 2024 on compliance of all applicable SEBI Regulations and other guidelines issued thereunder, was obtained from Sri Mahadev Tirunagari, Secretarial Auditor and submitted to BSE Limited within statutory time limit.

36. Annual Return in Form MGT-9 format

A copy of the Annual Return of the Company containing the particulars prescribed u/s. 92 of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year 2023-24 i.e. 31^st March, 2024 is furnished on the website of the company in the Investor Relations Section under Disclosures and can be accessed from https://www.tgvgroup.com/download/sraacl/ Annual%20Return%202023-24.pdf

37. Details of Remuneration paid to KMP and Directors

Details of Directors and Key Managerial Personnel (KMP) are furnished in "Annexure – G" attached to this report

38. Details of Median Remuneration VS KMP and Directors Remuneration

Further ratio of the remuneration of each Director/KMP to the median remuneration of all employees of the company have been furnished in "Annexure – I" to this report to comply with the provisions of Sec. 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies as on 31.03.2024.

40. Declaration of Independent Directors

In pursuance and in compliance of relevant provisions, the Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that three Independent Directors meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, Sri Mahadev Tirunagari, Practicing Company Secretary has issued appropriate certificate regarding non-applicability of the provisions of Directors disqualification to comply with the provisions of SEBI (LODR) Regulations, 2015.

41. Evaluation

Recognizing the importance and necessity of proper evaluation of committees, directors has been carried out by the Board in a transparent manner. The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors? obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairperson of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and non-Executive Directors. These meetings were intended to obtain Directors? inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors.

To equip the independent and non-executive directors to familiarize with company operation, directors familiarization programmes were undertaken before the Board meetings at regular intervals. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors. In this way mutual evaluation of directors has been carried mutually in transparent manner.

42. Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 – Pursuant to Sec. 134 (3) (m) and Rule 8 (5) (x) of the Companies (Accounts) Rules, 2015

Your Company?s management ensures zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has no such cases of sexual harassment at workplace during the current year 2023-24. Further to comply with statutory compliances, these exists a internal committee to take care of compliance matters and review of steps taken by the company. During the year there is no change in the Internal Compliant Committees comprising which is as follows (1) Sri P. Raghavendra Reddy, Vice President-Chairman (2) Sri E. Ramaiah, Vice President-Member and (3) Sri G. Prahlada Setty, General Manager-Member.

43. Instances of Fraud reported to Audit Committee

It is confirmed that there are no instances of fraud reported to Audit Committee during the year 2023-24 in pursuance to Sec. 134 (3) (ca) of the Companies Act, 2013.

44. Confirmation regarding "no proceedings under the Insolvency and Bankruptcy Code 2016 (31 of 2016)"

It is hereby confirmed that there are no proceedings pending before Insolvency and Bankruptcy Code, 2016 and the company has not made any such application in pursuance to the Sec. 134 (3) (m) and Rule 8 (5) (xi) of the Companies (Accounts) Rules, 2015. In view of the above explained reasons, the above said provisions are not applicable for 2023-24.

45. Information regarding Board Meetings in pursuance to Sec. 134 (3) (b) of the Act

During the year 2023-24, the Board of Directors of the Company has met six times. The details of Board Meetings are furnished in report on Corporate Governance under Page No. 46 as annexure to this report. The said report also contains details of Committee Meetings also.

46. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015 includes an Ethics and Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company?s website at the link: https://www.tgvgroup.com/download/sraac/4-Vigil-Mechanism-Policy-new-file.pdf

47. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules) 2016, (‘the Rules?), all unpaid and unclaimed dividends/amounts are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years.

The following table provides list of years for which unclaimed dividends/redemption amount would become eligible to be transferred to the IEPF on the dates mentioned below.

CRPS Dividend (2016-17 & 2017-18) + CRPS Redemption amounts

Financial Year	Redemption Installments	Date of payment/ declaration	Last date for making claim for unpaid amount with the company	Unclaimed Amount as on 31.03.2024 (Rs.)	Due date for transfer to IEPF Account
	RI – First (*)	01.04.2018	08.04.2025	31,19,317.50	07.05.2025
	NRI – Single (**)	01.04.2018	08.04.2025	4,19,690.56	07.05.2025
2018-19	RI - Second including Dividend (2 years) (*)	01.07.2018	08.07.2025	31,60,760.95	06.08.2025
	RI – Third (*)	01.10.2018	08.10.2025	32,64,787.50	06.11.2025
	RI – Fourth (*)	01.01.2019	10.01.2026	33,12,202.50	06.02.2026

(*) RI means Resident Indian

(**) NRI means Non-Resident Indian

Equity Dividend

Financial Year	Equity Dividend Declared	Date of declaration of Dividend	Last date for making claim with the company for unpaid dividend amount	Unclaimed Dividend Amount) as on 31.03.2024 (Rs.)	Due date for transfer to IEPF Account
2022-23	Rs. 1/- per share (@ 10%)	29.09.2023	04.10.2030	13,31,078.00	05.11.2030

48. Acknowledgement

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

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

	On behalf of the Board of Directors
	Sd/-	Sd/-
	N. JESVANTH REDDY	C. SRINIVASA BABU
Place : Hyderabad	Executive Director (Technical)	Executive Director (Technical)
Date : 14th August, 2024	(DIN: 03074131)	(DIN: 09266926)