TO
THE MEMBERS OF
M/S.TECILCHEMICALS 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 31st March, 2024. 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 Company's financial performance during
the year 2023-24, as compared to that of the previous year 2022-23, is summarized below: -
(in lakhs)
|
Standalone |
Particulars |
31/03/2024 |
31/03/2023 |
Revenue from operations |
- |
- |
-Other Income |
- |
- |
Total Revenue |
- |
- |
Profit/Loss before Tax and Depreciation |
(39.01) |
(137.16) |
Less: Interest |
- |
- |
Less: Depreciation |
2.52 |
2.65 |
Exceptional Income |
- |
- |
Profit/Loss after Depreciation but before Tax |
(41.53) |
(139.81) |
Less:Tax Expenses |
- |
- |
Profit/Loss after Tax |
(41.53) |
(139.81) |
Total Comprehensive Income |
- |
- |
Earnings PerShare (Nominal Value of Share Rs. 10/-) Basic & Diluted |
(0.22) |
(0.74) |
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 Exchangeof India Limited. Both Stock Exchanges has revoked the suspension
from trading of security of the Company w.e.f. March 29, 2023 and trading on both
exchanges.
5. SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2024 was Rs.
18,96,37,000. 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 accuracy and 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 FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT.
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Year under review, Mr. Shaji Kalladayil Mathew (DIN : 01866682) retire by
rotation and being eligible and offered himself for the reappointment. Mr. Muhammed Rishad
Mustafa resigned from the post of Company Secretary and Compliance Officer of the company
with effect from 06th November 2023. Mr. Jofin John appointed as Company
Secretary and Compliance Officer of the company with effect from 29th December,
2023. The Directors of the Company as on 31st march 2024 mentioned below:
SI No. |
Name of Director |
DIN no. |
Category |
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 |
BijuThundil 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. DIRECTOR'S 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 2023-24 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 15th November 2023 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 Board's
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. The details of such familiarization programmes are provided on the website of the
Company and can be accessed atwww.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 Company's market in which it operates governance and
internal control process and other relevant information pertaining to the Company's
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, 2024, 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
Company's 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, 2024, the Board had three committees: the Audit Committee, the
Nomination and Remuneration Committee and the Stakeholder's 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 Six (6) Board Meetings, Eighty Five (85) Stakeholders Relationship Committee Meetings
and Four (4) Audit Committee Meetings and Four (4) 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
Board Meetings Held During the Year |
Sr no. |
Dates on which the Board Meeting was held |
Total Strength of the Board |
No. of Directors Present |
1 |
27.05.2023 |
8 |
6 |
2 |
09.08.2023 |
8 |
5 |
3 |
31.08.2023 |
8 |
7 |
4 |
06.11.2023 |
8 |
4 |
5 |
29.12.2023 |
8 |
8 |
6 |
07.02.2024 |
8 |
7 |
Nomination and Remuneration Committee Meetings Held
During the Year |
Sr no. |
Dates on which the Committee Meeting was held |
Total Strength of the Committee |
No. of Members Present |
1 |
27.05.2023 |
3 |
3 |
2 |
24.08.2023 |
3 |
3 |
3 |
06.11.2023 |
3 |
3 |
4 |
29.12.2023 |
3 |
3 |
Audit Committee Meetings Held During the Year |
Sr no. |
Dates on which the Committee Meeting was held |
Total Strength of the Committee |
No. of Members Present |
1 |
27.05.2023 |
3 |
3 |
2 |
24.08.2023 |
3 |
3 |
3 |
06.11.2023 |
3 |
3 |
4 |
07.02.2024 |
3 |
3 |
Stakeholders Relationship Committee Meetings Held During
the Year |
Sr no. |
Dates on which the Committee Meeting was held |
Total Strength of the Committee |
No. of Members Present |
1 |
12.04.2023 |
3 |
3 |
2 |
19.04.2023 |
3 |
3 |
3 |
25.04.2023 |
3 |
3 |
4 |
10.05.2023 |
3 |
3 |
5 |
13.05.2023 |
3 |
3 |
6 |
15.05.2023 |
3 |
3 |
7 |
18.05.2023 |
3 |
3 |
8 |
25.05.2023 |
3 |
3 |
9 |
27.05.2023 |
3 |
3 |
10 |
30.05.2023 |
3 |
3 |
11 |
08.06.2023 |
3 |
3 |
12 |
09.06.2023 |
3 |
3 |
13 |
15.06.2023 |
3 |
3 |
14 |
20.06.2023 |
3 |
3 |
15 |
21.06.2023 |
3 |
3 |
16 |
24.06.2023 |
3 |
3 |
17 |
29.06.2023 |
3 |
3 |
18 |
01.07.2023 |
3 |
3 |
19 |
04.07.2023 |
3 |
3 |
20 |
06.07.2023 |
3 |
3 |
21 |
10.07.2023 |
3 |
3 |
22 |
12.07.2023 |
3 |
3 |
23 |
15.07.2023 |
3 |
3 |
24 |
18.07.2023 |
3 |
3 |
25 |
19.07.2023 |
3 |
3 |
26 |
21.07.2023 |
3 |
3 |
27 |
25.07.2023 |
3 |
3 |
28 |
02.08.2023 |
3 |
3 |
29 |
03.08.2023 |
3 |
3 |
30 |
09.08.2023 |
3 |
3 |
31 |
13.08.2023 |
3 |
3 |
32 |
16.08.2023 |
3 |
3 |
33 |
17.08.2023 |
3 |
3 |
34 |
18.08.2023 |
3 |
3 |
35 |
23.08.2023 |
3 |
3 |
36 |
31.08.2023 |
3 |
3 |
37 |
02.09.2023 |
3 |
3 |
38 |
09.09.2023 |
3 |
3 |
39 |
10.09.2023 |
3 |
3 |
40 |
14.09.2023 |
3 |
3 |
41 |
16.09.2023 |
3 |
3 |
42 |
21.09.2023 |
3 |
3 |
43 |
22.09.2023 |
3 |
3 |
44 |
28.09.2023 |
3 |
3 |
45 |
30.09.2023 |
3 |
3 |
46 |
05.10.2023 |
3 |
3 |
47 |
12.10.2023 |
3 |
3 |
48 |
13.10.2023 |
3 |
3 |
49 |
14.10.2023 |
3 |
3 |
50 |
17.10.2023 |
3 |
3 |
51 |
21.10.2023 |
3 |
3 |
52 |
26.10.2023 |
3 |
3 |
53 |
27.10.2023 |
3 |
3 |
54 |
02.11.2023 |
3 |
3 |
55 |
09.11.2023 |
3 |
3 |
56 |
18.11.2023 |
3 |
3 |
57 |
24.11.2023 |
3 |
3 |
58 |
30.11.2023 |
3 |
3 |
59 |
02.12.2023 |
3 |
3 |
60 |
02.12.2023 |
3 |
3 |
61 |
14.12.2023 |
3 |
3 |
62 |
17.12.2023 |
3 |
3 |
63 |
21.12.2023 |
3 |
3 |
64 |
23.12.2023 |
3 |
3 |
65 |
28.12.2023 |
3 |
3 |
66 |
29.12.2023 |
3 |
3 |
67 |
04.01.2024 |
3 |
3 |
68 |
08.01.2024 |
3 |
3 |
69 |
09.01.2024 |
3 |
3 |
70 |
18.01.2024 |
3 |
3 |
71 |
19.01.2024 |
3 |
3 |
72 |
27.01.2024 |
3 |
3 |
73 |
01.02.2024 |
3 |
3 |
74 |
06.02.2024 |
3 |
3 |
75 |
08.02.2024 |
3 |
3 |
76 |
15.02.2014 |
3 |
3 |
77 |
22.02.2024 |
3 |
3 |
78 |
27.02.2024 |
3 |
3 |
79 |
29.02.2024 |
3 |
3 |
80 |
01.03.2024 |
3 |
3 |
81 |
06.03.2024 |
3 |
3 |
82 |
07.03.2024 |
3 |
3 |
83 |
27.03.2024 |
3 |
3 |
84 |
28.03.2024 |
3 |
3 |
85 |
30.03.2024 |
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 15th
November, 2023 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 Company's 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
Board's 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 company's website in http://www.tecilchemicals.eom/cms/3/lnvestor-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 82nd
AGM relating for another term of 5 years.
27. INDEPENDENT AUDITOR'S 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 2023-24 is enclosed as "Annexure-C" and forms part of Director's Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer.
29. ANNUALSECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by CS. Harikrishnan R Nair, Practicing
Company Secretary, Trivandrum has been submitted to the Stock Exchanges and is annexed to
this Board's 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.MK Suresh, Chartered Account, Kochi has been appointed as the Internal
Auditor for the Financial Year 2023-24.
31. MAINTENANCE OF COSTRECORDS
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 (Resigned w.e.f
06.11.2023)
4. Mr. Jofin John - Company Secretary and Compliance Officer (w.e.f 29th
December, 2023)
5. Mr. Ramasubramonia Iyer-Chief Financial Officer
There are no other changes in KMP's of the Company du ring 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 Company's 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 BOARD'S PERFORMANCE
The performance evaluation of the Board/Committees/ Executive Directors was carried out
by the Nomination & Remuneration Committee 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 Company's 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 Company's 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 arm's 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 Company's 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 mitigating the 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 Company's website atwww.tecilchemcials.com. The Board has
authorized Mr. Jofin John, 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 year the 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. 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.
48. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(a) The ratio of the remuneration of each Director to the median employee's
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 2023-24 (Rs.) |
Mr. Muhammed Rishad Mustafa |
Company Secretary |
4,61,500/- |
Mr. JofinJohn |
Company Secretary |
3,00,000/- |
Mr. Ramasubramonia Iyer |
Chief Financial Officer |
2,89,920/- |
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. Mr. Muhammed Rishad Mustafa resigned
from the Company on 06th November, 2023 and Mr. JofinJohn appointed as
Company Secretary of the Company w.ef 29.12.2023.
No Executive Directors are drawing any remuneration.
49. HUMAN RESOURCES
The Company continues to maintain cordial relations with its employees.
50. 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.
51. SECRETARIAL STANDARD
The Company complied with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
52. CORPORATESOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility is notapplicable for the
Company.
53. POLICIES OFTHECOMPANY
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 Company's 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.
54. VIGIL MECHANISM
The Company has adopted a Vigil Mechanism to report concern about unethical behavior,
actual or suspected fraud or violation of Company's 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
55. 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
56. CAUTIONARY STATEMENT
Statements in this Management Discussion and Analysis describing the Company's
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.
57. 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
58. 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.
59. 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: 08.08.2024 |
Chairman and Managing Director |
Director |
|
(DIN: 01114947) |
(DIN:01866682) |