Tuticorin Alkali Chemicals & Fertilizers Ltd Directors Report

Your Directors are pleased to present the 51^st Annual Report and the Audited Financial Statements of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS (Rs. In Crores)

DESCRIPTION	2023-24	2022-23
Sales Turnover (Net of GST)	322.69	515.09
Gross Profit	77.81	85.64
all expenses, but before providing depreciation and interest
Interest	3.10	3.21
Cash Profit	74.71	82.43
Depreciation for the year	4.11	3.67
Extraordinary items	(3.98)	-
Net Profit / (Loss) for the year	66.62	78.76
Accumulated Loss	(247.59)	(339.63)
Networth before revaluation of land & buildings	(119.72)	(211.01)
Networth after revaluation of land & buildings	79.17	9.67
Unabsorbed deferred tax benefit	3.00	22.42
Total Earnings	69.61	101.18
EPS & Diluted EPS	5.70	8.30

The production levels during the year were maintained with par level to the last financial year. The limitation in Carbon capture section and due to heavy ffoods on 17 ^th December 2023 which lashed southern parts of Tamilnadu affected our production. Though there was a heavy damage and material loss, we have bounced back within a month and restored the production on 21^st Jan 2024. The challenge in carbon capture plant is also resolved and is running at its improved performance. However this year, the daily productivity level was maintained as planned, almost every day.

The soda ash plant average production levels are maintaining in the range of 200 to 225 MTPD and your company hopes to have

a better production performance during current financial year.

All the repair works on major tanks, pipelines etc. were carried out, to achieve the above production level. New Steam neck for the calciner, pumps have been added to improve the reliability and orders have been placed for phased replacement of larger volume circulation pumps, which will improve the effciency of plant further.

The production and sales during the year ended 31^st March, 2024 compared to the previous year, are as given below:

(Qty. in MTs)

			Sales
	Production		(Includes internal
Product			Consumption)
	2023-24	2022-23	2023-24	2022-23
Soda Ash (Light)	58,320	58,430	*55,270	* 57,099
Soda Ash (Dense)	--	--	--	--
Ammonium Chloride	55,690	55,402	50,009	62,122
Sodium Bicarbonate	--	--	--	--

*Includes captive consumption

DIVIDEND

Your Directors are not able to recommend any dividend in view of the accumulated losses.

MARKET SCENARIO

The selling price of Soda ash was in tune with the landed cost of the international product, which remained high throughout the year. The prices were gradually dropped and settled at 27000 INR.

The price of salt and coal went up gradually during the year; however the availability was not an issue. The ammonia price continued to increase and by year end after reaching all-time high, it started coming down from the month of Mar 2024. The Soda ash sales to detergent units, has picked up and also steady and in view of the better plant performance, the Company hopes to market upto 70,000 MTs of Soda Ash in the current financial year.

Our other regular customers need also will be met satisfactorily.

Ammonium chloride has found acceptance with many users during the last financial year and your Company sold around 50,000 MTs of ACL in the financial year.

Sustainability

In sustainability front, TFL has initiated the efforts to the carbon footprint of the product. During this year, the facility has converted both of its coal fired boilers to biomass firing successfully. Biomass feeding system has also been established. As an energy improvement activity, to reduce the heat loss through stack, Air preheater has been installed successfully in

LB09 boiler to reduce ffue gas temperature from 180 ?C to 150 ?C and the boiler effciency has been improved by ~3%. With this, the plant has also imported 37.44 MT of Green ammonia from Egypt through ISO tankers, procured green power and established WORLDS FIRST GREEN SODA ASH AND GREEN AMMONIUM CHLORIDE on 3^rd November 2023 through the existing dual Process. While the alternate technology of Solvay process is aiming for 30% reduction in carbon footprint by 2030, your company has pioneered in establishing FIRST

GREEN SODA ASH production during this year itself.

FUTURE OUTLOOK

Ammonia storages with M/s.Greenstar Fertilizers Limited, has enabled the Company to operate continuously without having to shut-down for want of ammonia. Carbon dioxide capture challenges faced during biomass transition was also successfully mitigated and production was stepped up.

Since the market for the soda ash manufactured by your Company is continuing to improve in view of the focus on producing lower carbon footprint products when compared to competing product, it should be possible to ramp-up the production further, and also expand the capacity. Technical innovation on Green soda capability has resulted in Better mileage on Low carbon footprint product market.

OPPORTUNITIES AND THREATS

Your company has tied up long term growth plan along with the customers to enhance the capacity further along with pricing policy. Based on this the engineering works has been initiated on revamp in production. Marketing of Ammonium chloride at higher volumes can be a potential challenge and your company has firmed up plans on ACL marketing in long term.

INDUSTRY STRUCTURE AND DEVELOPMENTS.

Soda Ash industry is concentrated in the state of Gujarat due to availability of salt and lime and your company is the only factory which is outside Gujarat. The product is mainly in the manufacturing of detergents and glass. We co-Ammonium Chloride fertilizers, unlike Gujarat based industries We capture raw material Co2 gas from boiler ffue others use lime kiln gas. Your company has converted both the boilers to utilize Biomass to make the product in Greener route. Your company has also imported Green ammonia from Egypt to establish worlds first Green soda ash and green ammonium chloride production through pilot operation.

PRODUCT WISE PERFORMANCE

Soda Ash about 40 Million Tons is the production in the country whereas the consumption level is around 43 Million Tonnes. India is both Importer and Exporter of Soda Ash.

Ammonium Chloride is a fertilizer with 25% available nitrogen. It is under fertilizer control order and is widely used as it is and used as industrial chemical as well as fertilizer.

RISKS AND CONCERN

The major risks of non-availability of Co2 gas and ammonia has been addressed with Co2 capture plant and additional ammonia storage plant. Only in the unlikely event of blockage of ocean transport of ammonia to India can cause stoppage of production. Since it is a global problem, it is highly unlikely.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has a very good Internal control system with external Internal auditor auditing various aspects and presenting it in the Board. All decisions are implemented after multilevel multidisciplinary scrutiny.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The company has a recognized union operating on democratic principles frequently holding meetings with Human Resources department. We have 277 number of people employed and usually people from the adjacent districts/villages are recruited with a view to train and retain them. The recruitment are done through engineering level and junior engineering level training schemes

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

The plant operations of the company has been maintained at the same level of operation as per last year operations. Plant operation was interrupted for the month due to ffoods in December 2023.

The selling prices of Soda Ash/Ammonia Chloride were adjusted as per the import / market trends. The networth of the company has been increased due to profits earned during the current year.

ENVIRONMENT AND SAFETY

Upgrading to ISO 9001:2015 the latest standardin .final stages

WIND MILL

During the year 2023-24, 6,03,735 units were generated from Wind Turbine Power Generators at Gudimangalam, Tirupur .

District, as against 4, 59,128 units generated in the previous year. gas whereas

The aging windmills are being refurbished for better results

POWER PURCHASE

Your Company purchased 7,55,964 units of electricity under the

Group Captive Scheme during the financial year starting from 1^st April, 2023 to 31^st March, 2024 from IEX.

CAPTIVE SALT WORKS

14,177 MTs of salt was produced and all the unused pans were also brought under production and the systems were modified to produce quality salt,which is higher than last year production 10845 MT. Unseasonal and unpredicted rainfall has reduced the salt output last year, else the production could have been made further improvement. Though the availability of enriched water from the SWRO plant, more quantity of quality salt production potential is good, the aftermath of ffood can reduce the salt productivity during the year.

FIXED DEPOSIT

There was no outstanding deposit as at 31^st March, 2024. The Company has neither accepted nor renewed any deposits during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the of this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure 1, which is attached to this report.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Your Company was earlier primarily dependent on SPIC for the supply of CO2, while the ammonia was imported through their storage and pumping system. Your Company has now implemented an independent CO2 Recovery facility, which is operational from November 2016. This has reduced the risk considerably. Ammonia will continue to be imported through the augmented storage system. The Board does not envisage any other major risk.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiates as the said provisions are not yet applicable as on date in view of the accumulated losses of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions entered into during the financial year with related party as defined under the Act were in the ordinary course of business and at arms length basis. There were no transactions during thematerially signififi cant nancial year 2023-24, which were in conffict with the interests of the Company

Policy on materiality of related party transactions is placed on the Companys website viz., www. tacfert.in

DISCLOSURE UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifi positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 2 and is attached to this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had seven Board meetings during the financial year under review. Full details are given in the Corporate

Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility

Statement:-a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 Company for that period; c) the directors had taken proper and suffcient 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 had prepared the annual accounts on a going concern basis; and e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Internalfinancial control means the policies and procedures adopted by the Company for ensuring the orderly and effcient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection . of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable

financial information. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case of sexual harassment was reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companys Board comprises of the following directors as at the end of the financial year 2023-24:-

Mr.B.Narendran, Mr.S.Asokan, Mrs. Rita Chandrasekar, Ms. Devaki Ashwin Muthiah, Mr.K.R.Anandan and Mr.E Rajeshkumar.

Appointments

Ms. Devaki Ashwin Muthiah was appointed as Additional director on 24-05-2023 and the regularization by members was approved through Postal ballot on 11-08-2023 as Non

Executive non Independent director of the company.

Mr.E Rajeshkumar was appointed as Additional Director and Whole time director on 08-07-2023 and regularization of his appointment as Whole-time director of the company for a term of 3 years was approved in the 50^th AGM held on 26^th September,2023.

Resigantions:-

Mr. E Balu who was the Non Executive Non Independent director of the company resigned from his position we.f. 20.05.2023.

Mr. G. Ramachandran who was the Managing Director of the company resigned from his desgantion w.e.f 07.08.2023.

Mr. S. Nandakumar is the Chief Financial Offcer of the

Ms. C.S. Vijayalakshmi is the Company Secretary of the company.

PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THERIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR

Sl. No	Name of the Director	Designation	Change	With Effect from
1.	Mr. Ashwin C Muthiah	Additional Director – Non Executive	Appointment	14-08-2024
2.	Mr. G D Sharma	Additional Director (Independent)	Appointment	14-08-2024
3.	Mr.T.K.Arun	Additional Director (Independent)	Appointment	14-08-2024
4.	Ms. Sashikala Srikant	Additional Director (Independent)	Appointment	14-08-2024
5.	Mr. B. Narendran	Independent Director	Completion of term	13-08-2024
6.	Mr.S Asokan	Independent Director	Completion of term	13-08-2024

COMMITTEES OF THE BOARD

There are four committees of the Board namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. The details of composition of committees are furnished in the

Corporate Governance report, which is annexed to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the

Board that they fulfill all the requirements as stipulated in Section

149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.

The Independent Directors have also affrmed that they have completed requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the

Indian Institute of Corporate Affairs in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Boards performance and performance of the non-independent Director were considered/evaluated by the independent directors at their meeting without the participation of the non-independent director and key managerial personnel. They also assessed the quality, quantity and timeliness of ffow of information between the Companys Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

Pursuant to the provisions of the Companies act, 2013 and Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the company. directors individually as well as the evaluation of the working of its various committees.

STATUTORY AUDITORS

M/s.MSKA & Associates, Chartered Accountants, Chennai, (Registration No.105047W) have been appointed as Statutory Auditors of the Company in 44^th Annual General meeting and after completion of a five years period, the term was further extended by another 5 years, till the AGM to be held in 2027.

SECRETARIAL AUDITOR

M/s. KRA & Associates, Practicing Company Secretaries have been appointed by the Board of Directors to carry out the Secretarial Audit for the year ended 31^st March, 2024. Secretarial Auditors Report is annexed, which forms part of this report.

COST AUDITOR

As per the Government of Indias directive, the Companys

Cost Reports in respect of Fertilizer –Ammonium Chloride and Chemical – Soda Ash for the year ended 31^st March, 2024 are being audited by the Cost Auditor M/s. Ravichandran Bhagyalakshmi & Associates, (Firm Reg No. 001253), who was appointed by the Board. The Company is required to maintain

Cost Records as specified by the Central Government under

Section 148 (1) of the Act and that accordingly such accounts and records are made and maintained. The Cost Audit Report for the year ended 31^st March, 2023 was filed within the time stipulated under the Act.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservations or adverse remarks made by the Statutory Auditors, M/s. MSKA & Associates and Secretarial Auditor, KRA & Associates, Practicing Company Secretaries in their reports.

The Statutory Auditors Report for the financial year ended, 31 ^st March 2024 is annexed.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the Policies and Procedures for ensuring the orderly and effcient conduct of its business, including adherence to Companys Policies, the Safeguarding of its Assets, the Prevention and Detection of Frauds and Errors, the Accuracy and Completeness of the Accounting Records, and the timely Preparation of Reliable Financial Disclosures.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Audit Committee consists of Mr. B. Narendran, Mr. K.R. Anandan and Mrs. Rita Chandrasekar.

The Company has established a vigil mechanism and oversees through a committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. Policy is given in Annexure 3 and is placed on the Companys website viz., www.tacfert.in.

SHARES

The Company has not bought back any of its shares during the year under review.

The Company has not issued any "Sweat Equity" Shares during the year under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with relevant Rules, is placed in the website of the Company in the link https://www. tacfert.in/

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Schedule

V and Regulation 34(3) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The catefrom arequisite practicing certifi Company Secretary confirming compliance with the of corporate governance as stipulated is annexed to this Report.

FAMILIARIZATION PROGRAMME

The Independent Directors attend a Familiarization programme on being inducted to the Board. The details are provided in the

Corporate Governance report and on the website of the Company viz., https://www.tacfert.in. Till COVID set in, the Directors were visiting the factory as a team to keep updated of the progress.

Now the visits are made individually and the regular team visits are to commence shortly. However the Directors virtually discuss with Plant personnel couple of times in a year.

DISCLOSURE ON COMPLIANCEWITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards by the Institute of Company Secretaries of India, have been complied with.

PARTICULARS OF EMPLOYEES

The Company has no Employees, whose salary exceeds the limits as prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules , 2014.

Disclosures under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The ratio of the	Ms.Devaki Ashwin Muthiah	0.62
remuneration of each	Mr.B.Narendran	0.62
director to the median	Mr.S.Asokan	0.62
remuneration of the	Ms.Rita Chandrasekar	0.62
employees of the	Mr.K.R.Anandan	0.62
Company for the financial year 2023-24
The percentage increase	Mr.G.Ramachandran,
in remuneration of each	Managing Director
Director, Chief Financial	(Till 07.07.2023)
		N A
Offcer and Company	Mr.E.Rajeshkumar
Secretary in the financial	Wholetime Director
year 2023- 24.	(From 08.07.2023)
	Mr. S.Nandakumar,	7.80
	Chief Financial Offcer
	Ms.C.S. Vijayalakshmi	9.57
	Company Secretary
The percentage increase in the median remuneration of employees in the financial Year 2023-24.		-6.0 1
The number of permanent employees on the rolls of Company as on 31.03.2024		277
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its	Average percentage increase already made in the salaries of employees other than the key managerial personnel in the FY 2023-24.	-1.37
comparison with the percentage increase in the managerial remuneration and justification thereof	Average percentage increase already made in the salaries of the key managerial personnel in the FY 2023-24	N A

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

Company is adopting remuneration guidelines for fixing the remuneration as per the policies laid down by the Nomination and Remuneration Committee.

PARTICULARS AS REQUIRED UNDER RULE 3 OF THE COMPANIES (ACCOUNTS) RULES, 2014

A. Conservation of Energy and

1. Steps taken and impact on conservation of energy a. In Co2 capture plant, 700 KW induction generation was installed during 2021-22 and is working well. equipment reliability was improved and the capacity has been improved from 5000 units/day to ~12000 Units/day with an annual saving of ~2 Crores/Annum b. Due to installation of filter press in the recycle stream, added last year, the distiller steam consumption has come down, resulting in a saving of steam, which will save about Rs.2 crores per annum.

2. Steps taken for utilizing alternative sources of energy Your Company has already implemented biomass system of firing for energy and this will avoid usage of coal approximately 50,000 MTs in a year.

3. Capital investment in conservation energy

Further investment of Rs.100 lakhs is being made to fire biomass into the boiler and also invested Rs. 50 Lakhs for installing Air preheater in boiler to conserve energy.

B. Technology Absorption

(a) The Company has fully utilized the imported Technology of Hitachi Zosen, Japan which was imported in the year 1980.

(b) Expenditure on Research & Development

(i) Capital	Nil
(ii) Recurring	Nil
(iii) Total	Nil

 

C. Foreign Exchange Earnings and outgo:
(a) Foreign Exchange inffow:	Rs. Nil lakhs
(b) Foreign Exchange outffow:	Rs. 2498.28 lakhs

GENERAL

No disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year:

a. orders passed by the regulators Nosignificant or courts or tribunals impacting the going concern status and Companys operations in future the b. There was no issue of Equity shares with differential voting rights

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government

Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and con offidence reposed on your Company.