Click it and Unblock the Notifications
Directors Report of Tanfac Industries Ltd.
Mar 31, 2025
The Directors present their 51st Annual Report on the business and operations of the Company and the accounts for the
financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
|
Particulars |
Financial Year |
Financial Year |
|
Sales |
556.98 |
378.15 |
|
Other Income (including operating income) |
2.95 |
7.08 |
|
Operating Expenditure |
428.12 |
307.44 |
|
Profit before Depreciation, Finance Cost and Taxation (PBDIT) |
131.82 |
77.79 |
|
Finance Cost |
2.59 |
0.73 |
|
Depreciation/Impairment/Amortization |
10.46 |
7.00 |
|
Profit before Tax (PBT) |
118.77 |
70.06 |
|
Current Tax/Deferred Tax (Net of MAT Credit Entitlement) |
30.61 |
17.58 |
|
Profit After Tax (PAT) |
88.14 |
52.48 |
|
Other Comprehensive Income |
0.36 |
0.17 |
|
Total Comprehensive Income |
88.51 |
52.65 |
OPERATION REVIEW AND PERFORMANCE
During the year under review, the Company registered
highest ever revenue and net profit on the back of
successful commissioning of the Hydrofluoric Acid
expansion project. The expanded capacity has achieved
its desired capacity within few days of commissioning.
The Company is currently under implementation of 20,000
TPA of high purity solar grade Dilute Hydrofluoric Acid
(DHF) Project in two phases. The Company had already
commissioned the first phases of 10,000 TPA Solar Grade
DHF plant in Jun-25 and the second phase of the project
will be implemented during the second half of financial
year 2025-26. This would result in strategic growth path
for the Company in years to come.
The Company has, registered total operating revenue of
'' 556.98 Crores during the year under review as against
'' 378.15 Crores in the previous financial year. The Profit
after tax was '' 88.14 Crores during the year under review
as against '' 52.48 Crores in the previous financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Section 134(3)(i) of the Companies
Act, 2013, the State of Affairs of the Company along with
operational performance/review has been discussed in
Management Discussions and Analysis Report which is
appended in this annual report pursuant to Regulation
34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
DIVIDEND
The Board of Directors at their meeting held on April 28,
2025, recommended a dividend of '' 9.00/- per equity share
(90%) of '' 10/- each for the financial year ended March 31,
2025 involving an outflow of '' 8,97,75,000/- The payment
of dividend is subject to the approval of members at the
ensuing Annual General Meeting (''AGMâ) and deduction of
income tax at source. Upon approval at the AGM, dividend
will be paid to those members whose names will appear in
the Register of Members/Beneficial Owners as at the close
of business hours on September 17, 2025 i.e., Record Date.
REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS
The Company plans to continue its focus on increasing
the volume of its key products including the value-added
products (VAP) during the coming years through market
penetration and process improvements.
Your Board of Directors is optimistic of continuous
improvements in the operational performance of the
company in the coming years.
HYDROFLUORIC ACID (HF) & VALUE-ADDED
PRODUCTS (VAPs)
Your company continues to widen the Customer base and
has also made significant progress in stringent specialty
applications. Your Company was able to increase the
volume during the year. Your company will embark upon
identification of downstream VAPs in the future to reduce
its over dependence on the traditional markets which are
getting increasingly competitive.
SULPHURIC ACID
Your company continued its robust performance in
Sulphuric Acid due to the concerted & continuous efforts
made to improve the productivity and overall operational
efficiencies.
EXPORTS
Export turnover had increased by 73% to '' 30.84 Crores
against '' 17.82 Crores in the previous year. Your Company
endeavors continuously to improve export performance
by expanding the customer base in the current market
and penetrating to new markets.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Section 134 (3)(m) of The
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished as Annexure - A to
the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Your Company has not provided any loan(s), guarantee(s)
to any person or body corporate and has not made any
investment(s) during the year under Section 186 of the
Companies Act, 2013.
PUBLIC DEPOSITS
The Company did not accept any deposits from the public
within the meaning of Chapter V of the Companies Act,
2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.
RELATED PARTY TRANSACTIONS
All related party transactions entered during FY 2024¬
25 were on armâs length basis and in the ordinary course
of business and were reviewed and approved by the
Audit Committee. Prior omnibus approval of the Audit
Committee was obtained for the transactions which are
foreseen and are repetitive in nature and entered in the
ordinary course of business and on an armâs length basis.
A statement giving details of all related party transactions
entered pursuant to the omnibus approval so granted is
placed before the Audit Committee on a quarterly basis
for its review.
During the year under review, there were no contracts
or arrangements with related parties or material related
party transactions were entered into pursuant to Section
188(1) of the Companies Act, 2013 read with the relevant
rule which may have a potential conflict with the interest
of the Company at large. The disclosure of related party
transactions. as required under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is Annexed as
Annexure - B.
In terms of Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company submits details of related party transactions
on a consolidated basis as per the specified format to the
stock exchanges on a half-yearly basis.
The details of the transactions with related parties are
provided in the accompanying Financial Statements.
Related party transactions as required under the Indian
Accounting Standards are disclosed in Notes to the
financial statements of the Company for the financial
year ended March 31, 2025. The Policy on Related Party
Transaction is available on the Companyâs website at
https://www.tanfac.com/policy.php
None of the Directors had any pecuniary relationship or
transactions with the Company except the payments
made to them in the form of remuneration, sitting fee, and
reimbursement of expenses, if any.
AUDITORS & AUDITORS'' REPORT
Statutory Auditors
In terms of the provisions of Section 139 of the Act and the
Companies (Audit and Auditors) Rules, 2014, M/s. Singhi
& Co., Chartered Accountants, Kolkata (Firm Registration
No.302049E) was appointed as Statutory Auditors of the
Company for a first term of five years from the conclusion
of the 47th Annual General Meeting held on 28th September,
2021 up to the conclusion of the 52nd Annual General
Meeting to be held in the Financial Year 2026-27.
As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors have
confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered
Accountants of India.
The Report given by the Auditors on the financial
statements of the Company forms part of the Annual
Report. There were no qualifications, reservations or
adverse remarks made by the Auditors in their report
and no fraud was reported under Section 143(12) of the
Companies Act, 2013.
Cost Auditor
The Board of Directors of the Company had, on the
recommendation of the Audit Committee, approved the
appointment of Mr. N. Krishna Kumar, Cost Accountant,
Cuddalore (Membership No.27885) for conducting the
audit of cost records of the Company pertaining to
Inorganic and Organic products manufactured by the
Company covered under Central Excise Tariff Heading
Chapter Nos. 28 and 29 respectively in compliance with
the Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors at their meeting held on April
28, 2025, have appointed Mr. N. Krishnakumar, Cost
Accountant as cost auditor for the Financial Year 2025¬
26 and necessary returns has been filed with Ministry of
Corporate Affairs.
The Cost Audit Report for the financial year 2024-25
due to be filed with Ministry of Corporate Affairs (MCA)
had been filed within the due date and there were no
qualifications, observations or adverse remarks made by
the Cost Auditor in his report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended,
the Company has appointed Ms. Kalyani Srinivasan,
Practicing Company Secretaries to undertake the
Companyâs secretarial audit for financial year 2024¬
25. The report of the Secretarial Auditor in Form MR-3
for the financial year ended March 31, 2025 is attached
to this Report as Annexure - C. The Secretarial Audit
Report does not contain any qualifications, reservations,
adverse remarks or disclaimers.
Pursuant to the recommendations of the Audit Committee
and confirmed by the Board, Ms. Kalyani Srinivasan,
PracticingCompany Secretary, is proposed to beappointed
as the Secretarial Auditors of the Company to hold office
for a term of five consecutive years from the conclusion
of ensuing 51st Annual General Meeting (''AGMâ) till the
conclusion of 56th Annual General Meeting of the Company
to be held in the Year 2030, subject to the approval of
shareholders as per the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with
Section 204 of the Act and Rules thereunder.
The Company doesnât have any subsidiary company.
Hence, the requirement to annex the Secretarial Audit
Report of the material subsidiary along with this report in
terms of Regulation 24A of the Listing Regulations is not
applicable.
SHARE CAPITAL
The paid-up share capital as on March 31, 2025 stood at
'' 9,97,50,000/- consisting of 99,75,000 equity shares at
the face value of '' 10/- each.
NUMBER OF MEETING OF THE BOARD
The Board met Seven times during the year ended March
31, 2025 which were held on 22.04.2024, 17.05.2024,
06.06.2024, 19.07.2024, 23.10.2024, 24.01.2025 and
07.02.2025.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
Appointment:
The Board of Director through circular resolution on March
29, 2025 appointed Dr. R. K. Tyagi (DIN:01509031) and
Mr. Amreek Singh Sandhu (DIN:08064880) as Independent
Directors of the Company for a term of five years w.e.f.
April 1, 2025 to March 31, 2030 and the members of the
Company has approved their appointment through
Special Resolution on June 10, 2025. Further, the Board
appointed Dr. M. Anuradha Reddy as Independent Director
of the Company for a term of five years w.e.f. May 28, 2025
to May 27, 2030.
Cessation:
Mr. K. Sendhil Naathan (DIN:08064880) Managing Director
was re-appointed as the Managing Director of the
Company for a term of six months from February 27, 2025
to August 26, 2025. He, ceased to become the Managing
Director of the Company from April 18, 2025 due to his
demise. The Board placed on record the valuable services
rendered by late Mr. K. Sendhil Naathan during his tenure
with the Company.
Mrs. R. Rajalakshmi (DIN:01985132), Mr. V. T Moorthy
(DIN:00007648), Mr. M. R. Sivaraman (DIN:00020075),
Dr. Shankar Narasimhan (DIN:01484214), Independent
Directors ceased to be Independent Directors of the
Company w.e.f. March 24, 2025 and March 31, 2025 on
completion of their term as Independent Directors of
the Company. The Board had placed on record their
appreciation for the contributions made by them during
their tenure with the Company.
Retirement by rotation:
In terms of Section 152 (6) of the Companies Act, 2013,
Mr. Afzal Harunbhai Malkani (DIN: 07194226) retires
by rotation and being eligible offers himself for re¬
appointment.
Changes in Key Managerial Personnel:
Mr. Hemango Gupta, Chief Operating Officer has been
appointed as the Chief Executive Officer of the Company
w.e.f. July 16, 2025.
Ms. Mirudula Dhoot resigned from the position of
Company Secretary & Compliance Officer w.e.f. January
30, 2025 and the Board has appointed Mr. Vinod Kumar.S
as Company Secretary & Compliance Officer w.e.f.
January 31, 2025.
INDEPENDENT DIRECTORS AND THEIR
DECLARATION
All the Independent Directors of the Company have
furnished necessary declaration in terms of Section
149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are independent
of the Management. In terms of Regulation 25(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, they have confirmed that they are
not aware of any circumstance or situation which exist
or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgement and without any
external influence. The Board of Directors of the Company
has taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.
The Board is of the opinion that all Independent Directors
of the Company uphold highest standards of integrity
and possess requisite expertise and experience required
to meet their duties as Independent Directors. The
Independent Directors of the Company have confirmed
that they have enrolled themselves in the Independent
Directors Databank maintained with the Indian Institute
of Corporate Affairs (''IICAâ) in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the
Directors confirm that:
a. In the preparation of the annual accounts, the
applicable accounting standards (IND AS) 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 as at March 31,2025 and of the profit of the
Company for that period;
c. The Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 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;
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;
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.
ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the Annual
Performance Evaluation of the Board, its committees
and of individual directors in the format (questionnaire)
prescribed by the Nomination and Remuneration
Committee of the Company.
The structured questionnaire covers various aspects
of the Boardâs functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance etc.
The performance evaluation of the Directors (without
participation of the relevant Director) was carried out
by the entire Board. The Directors expressed their
satisfaction with the evaluation process.
SEPARATE MEETING OF INDEPENDENT
DIRECTORS
The Independent Directors of the Company met during
the year to review the performance of Non- Independent
Directors and the Board as a whole, reviewed the
performance of the Chairperson of the Company and
assessed the quality, quantity and timeliness of flow of
information between the company management and the
Board without the presence of the Non-Independent
Directors and members of the Management.
During the year under review, Independent Directors had
a separate meeting on February 28, 2025, in compliance
with the provisions of the Act, 2013 and Regulation 25(3)
of the SEBI Listing Regulations. All the Independent
Directors were present at the meeting.
RISK MANAGEMENT POLICY
The Company has constituted a Risk Management
Committee defined its roles and responsibilities and laid
down the procedure to assess the risk and minimization
procedures. The Risk Management includes identifying
typesofrisksanditsassessment, riskhandling&monitoring
and reporting. The Board through its Audit Committee
shall also be responsible for framing, implementing and
monitoring the risk management plan for the company.
The details of identified risk and mitigation plan would be
reviewed by the Committee every quarter and forwarded
with their recommendation, if any to the Audit Committee/
Board for its review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Sections 177(9) and (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has a Vigil Mechanism through a
Whistle Blower Policy. The details about the whistle blower
policy are provided in the Annual Report Disclosures under
Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.The Vigil Mechanism is hosted at https://www.tanfac.
com/policy.php
BOARD COMMITTEES
Presently, the Board has five Committees, viz.,
Audit Committee, Nomination and Remuneration
Committee, Stakeholdersâ Relationship Committee, Risk
Management Committee and CSR Committee comprising
of the required combination of Non-Independent and
Independent Directors. For further details, please refer
to the Report on Corporate Governance section of the
Annual Report.
ANNUALRETURN
Annual Return as required under Section 92(3), copy of
Annual Return is placed on the Companyâs website. The
web link to access the annual return is https://www.tanfac.
com/annual.php
INTERNAL FINANCIAL CONTROL (IFC)
The Internal Financial control (IFC) stipulates a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles.
The observations by the Internal Auditors and corrective
actions thereon are presented at the Audit Committee
which also oversees and evaluates the IFC periodically.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of Listing Regulations, a Report
on Corporate Governance is attached as Annexure - D of
this Directors Report.
PARTICULARS OF EMPLOYEES AND
REMUNERATION
The disclosure with respect to remuneration as required
under Section 197 of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is appended as
Annexure - E to this report.
The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is available for inspection in electronic mode.
Any Member interested in obtaining a copy of the same
may write to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Act, read
with CSR Rules, the Company has constituted Corporate
Social Responsibility Committee and based upon the
recommendation of the CSR committee the Board of
Directors have approved CSR Policy. Disclosure under
Companies (Corporate social responsibility policy) rules,
2014 is annexed as Annexure - F to this report.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has prepared the Business
Responsibility and Sustainability Report in line with
the business principles as provided in the Business
Responsibility Policy adopted by the Company. The
Business Responsibility and Sustainability Report is
enclosed as Annexure - G to this Report and the same is
also available on the website of the Company.
REMUNERATION POLICY
On the recommendation of the Nomination and
Remuneration Committee, the Board has framed a
policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration
Policy is available on the Companyâs website at https://
www.tanfac.com/policy.php
INDUSTRIAL RELATIONS
Employee relations continued to be cordial throughout
the year. The whole-hearted support of employees in the
implementation of ISO-9001 systems, ISO 14001, ISO 45001
in energy contribution initiatives and amply demonstrates
the high level of teamwork, sense of belonging to the
organization, and solidarity with the Management.
MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THECOMPANY
There have been no 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.
SAFETY, HEALTH AND ENVIRONMENTAL
MANAGEMENT SYSTEM (SHEMS)
Your company remains steadfast in upholding a robust
Safety, Health and Environmental Management System
(SHEMS) as part of its Integrated Management System
(IMS), certified by Intertek Certification Limited, UK. The
IMS encompasses the following international standards:
⢠ISO 9001:2015 - Quality Management System
⢠ISO 14001:2015 - Environmental Management System
⢠ISO 45001:2018 - Occupational Health and Safety
Management System
Given the companyâs coastal location and the nature
of operations within a chemical complex, significant
investments have been made in risk mitigation and
process safety improvements. Notable initiatives include:
Key Safety Enhancements
1. Risk Assessment & QRA Study: Comprehensive risk
assessment and Quantitative Risk Assessment
(QRA) for the new HF2 Plant were completed, and
all recommended safety measures have been fully
implemented.
2. Noise Reduction Measures: Advanced low-noise
screw blowers have been installed in the Sulphuric
Acid Plants, significantly reducing operational noise
levels.
3. Height Work Safety: Risks associated with working
at height have been mitigated by installing lifeline
systems, constructing new platforms, and replacing
corroded structures.
4. Diesel Tank Farm: Lifeline arrangements have been
installed to enhance fall protection.
5. FO Tank Farm: A portable tanker lorry approaching
platform has been installed, improving operational
safety and accessibility.
The company strictly adheres to international safety
procedures and maintains a robust Permit-to-Work
System. Comprehensive safety visuals, pictorials, and
signboards have been deployed across all operational
areas. Routine safety audits and risk assessments are
conducted to proactively identify and address potential
hazards.
Board Oversight & Engagement:
Safety performance is regularly reviewed by the Board of
Directors through periodic site visits and performance
evaluations, reinforcing top-level commitment.
Emergency Preparedness:
The company conducts regular onsite mock drills
in collaboration with local government authorities,
neighbouring industries, and customers to ensure
emergency readiness.
Training & Recognition:
Ongoing safety and sustainability training programs are
delivered to both employees and contract workers. Those
demonstrating exceptional contributions to sustainable
development are duly recognized and rewarded.
Environmental Stewardship
In alignment with the Tamil Nadu Governmentâs Vision
2023 - âGreen Tamil Nadu Missionâ the company has
significantly expanded its green belt development, both
within and surrounding the factory premises, reinforcing
its commitment to environmental protection and
biodiversity.
SUSTAINABILITY
Sustainability is embedded as a core element of the
companyâs business and strategy. Recognizing that the
chemical industry is a significant emitter of greenhouse
gases (GHGs), your company prioritizes energy savings
and the reduction of GHG emissions from plant operations.
This is being accomplished through:
⢠Increased investments in more efficient technologies.
⢠Reduced energy consumption.
⢠Adoption of alternative energy sources to minimize
overall GHG emissions.
Through ongoing efforts in Environmental, Health & Safety
aspects, the company continuously tracks and reports
on progress, performance, and best practices related to
environment, social, and governance (ESG) concerns.
These efforts are part of the companyâs long-term
sustainability roadmap.
OTHER DISCLOSURES
1. There has been no change in the nature of business
of the Company during the year under review.
2. The Company doesnât have any subsidiaries, joint
venture or associate companies.
3. There was no amount proposed to be transferred to
the Reserves;
4. There are no amounts due and outstanding to be
credited to Investor Education and Protection Fund
as on March 31, 2025.
5. The Company maintains cost records as per
Companies (Cost Records and Audit) Rules, 2014.
6. The Board confirms the compliance with the
provisions of the Secretarial Standards notified
by the Institute of Company Secretaries of India,
New Delhi.
7. There were no applications made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016.
8. There was no instance of any one-time settlement or
any requirement of a valuation for any loan from the
banks or financial institutions during the year.
9. The Statutory Auditors, Internal Auditors and the
Secretarial Auditors have not reported any incident of
fraud to the Audit Committee during the year under
review.
10. The Company is prompt in making the payment of
interest and repayment of loans to the financial
institutions/banks.
11. There were no significant or material orders passed
by the regulators or courts or tribunals which could
impact the going concern status of the Company and
its future operations;
12. The provisions of Section 197 (14) of the Companies
Act, 2013, is not applicable to the Company.
13. As per the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has constituted
an Internal Complaints Committee. During the
year 2024-25, no complaint was received by the
Committee. As such, there are no complaints pending
as at the end of the financial year March 31, 2025.
MANAGEMENT POLICY
At TANFAC Industries Limited, we are dedicated to the
continual improvement of our Management Systems,
which impact quality, cost, and delivery while minimizing
environmental impact. We are committed to preventing
pollution, complying with customer and stakeholder
requirements, and upholding public responsibilities.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its
sincere appreciation to the customers, suppliers, business
partners and shareholders for their support. The Directors
would like to thank the Bankers and financial Institutions
as well. The Directors would take this opportunity to
appreciate and sincerely acknowledge the dedication and
hard work of the employees for the growth of the Company.
For and behalf of the Board of Directors
Mariam Pallavi Baldev
Date: July 16, 2025 Chairperson
Place: Cuddalore DIN:09281201
Mar 31, 2024
Your directors are pleased to present the report on the Companyâs business operations together with the audited Statement of Accounts for the financial year ended March 31, 2024, for your review.
FINANCIAL RESULTS:
['' in Crores]
|
Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
|
Sales |
378.15 |
374.95 |
|
Other Income (including operating income) |
7.08 |
7.92 |
|
Operating Expenditure |
307.44 |
300.20 |
|
Profit before Depreciation, Finance Cost and Taxation (PBDIT) |
77.79 |
82.67 |
|
Finance Cost |
0.73 |
0.88 |
|
Depreciation/Impairment/Amortization |
7.00 |
6.33 |
|
Profit before Tax (PBT) |
70.06 |
75.46 |
|
Current Tax/Deferred Tax (Net of MAT Credit Entitlement) |
17.58 |
19.33 |
|
Profit After Tax (PAT) |
52.48 |
56.13 |
|
Other Comprehensive Income/(Loss) |
0.17 |
(0.06) |
|
Total Comprehensive Income |
52.65 |
56.07 |
OPERATIONS AND OVERALL
PERFORMANCE:
During the year under review, the Company had registered EBIDTA of '' 77.8 Crores and Net Profit of '' 52.5 Crores on the back of strong performance of its key products Hydrofluoric Acid, Sulphuric Acid and Speciality Fluorine Chemicals supported by significant improvements in operation.
Earnings before Depreciation, Finance Cost and Taxation had decreased by 9% at 77.8 Crores during the year, compared to 82.7 Crores in the corresponding period of the previous year.
Total comprehensive Income for the year was higher at 52.7 crores during the year against 56.1 crores during previous year.
Detailed analysis of performance of the Company is provided under Management Discussion and Analysis (MD & A) which forms part of the Annual Report.
DIVIDEND:
The Board of Directors have recommended dividend at the rate of 70%, '' 7.00/- (Rupees Seven only) per equity share of '' 10/- each, for the financial year ended March 31, 2024. Dividend, if approved by the Members at this Annual General Meeting to be held on 27th September, 2024, will be paid on or before 25th October 2024 to those Members whose names
appear in the Companyâs Register of Members as of the close of business hours on 20th September 2024.
Your Company paid the dividend for the year 2022-23 at the rate of @ 65%, '' 6.50/- (Rupees Six and Fifty paise only) per equity share of '' 10/-each, on 7th October 2023 to the shareholders whose names appeared in the Register of Members on 20th September 2023.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
In terms of Section 125 of the Companies Act, 2013, the Company had transferred the Dividend amount for the year 2022-23 to the respective shares which were already been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
As briefed under Management Discussion and Analysis section, the ongoing initiatives taken by the Company during the past few years have helped in continuous improvements in the operations of the Company across all spheres. With the expected commissioning of the new Hydro Fluoric Plant during the second half of the financial year 2024-25, your Company is poised to further growth in the coming years.
The Company plans to continue its focus on increasing the volume of its key products including the value-added products (VAP) during the coming years through market penetration and process improvements.
Your Board of Directors is optimistic of continuous improvements in the operational performance of the Company in the coming years.
ALUMINIUM FLUORIDE:
Your Company continues with its strategy of reduced focus on Aluminum Fluoride due to its lower contribution. However, your Company will continue to serve its long-term customers while keeping an eye on the overall bottom-line.
HYDROFLUORIC ACID (HF) & VALUE-ADDED PRODUCTS (VAPS):
Your Company continues to widen the Customer base and has also made significant progress in stringent speciality applications. Your Company was able to increase the volume during the year. The expanded capacity of 14,850 MT is expected to be commissioned during October-24. Your Company will embark upon identification of downstream VAPs in the future to reduce its over dependence on the traditional markets which are getting increasingly competitive.
SULPHURIC ACID:
Your Company continued its robust performance in Sulphuric Acid due to the concerted & continuous efforts made to improve the productivity and overall operational efficiencies.
EXPORTS:
Export turnover had decreased by 4% to '' 17.82 Crores against '' 18.63 crores in the previous year due to higher demand from the domestic customers. Your Company endeavors continuously to improve export performance by expanding the customer base in the current market and penetrating to new markets.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no 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.
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under
Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - A to the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Your Company has not provided any loan(s), guarantee(s) to any person or body corporate and has not made any investment(s) during the year under Section 186 of the Companies Act, 2013.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from Public within the meaning of Section 73(1) of the Companies Act, 2013, during the year under review.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Companyâs website www. tanfac.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.
During the financial year, the transactions with related parties were entered on an armâs length basis and in the ordinary course of business. There were no âmaterialâ contracts or arrangements or transactions, and therefore disclosure in form AOC-2 is not required.
The Company has obtained necessary prior omnibus approval of Audit Committee and the Board pertaining to Related Party Transactions which were in the ordinary course of business and on an armâs length basis. All such transactions which are foreseen and repetitive in nature and/or entered in the Ordinary Course of Business and are at Armâs Length are placed before the Audit Committee on a quarterly basis for its review and approval.
AUDITORS & AUDITORS'' REPORT:
In terms of the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co., Chartered Accountants, Kolkata (Firm Registration No.302049E) were appointed as Statutory Auditors of the Company for a first term of five years from the conclusion of the 47th Annual General Meeting held on 28th September, 2021 up to the conclusion of the 52nd Annual General Meeting.
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report. There were no qualifications, reservations or adverse remarks made by the Auditors in their report and no fraud was reported under Section 143(12) of the Companies Act, 2013.
AUDITORSâ CERTIFICATE ON CORPORATE GOVERNANCE:
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance Certificate on Corporate Governance given by the Statutory Auditors, viz., M/s. Singhi & Co., is forming part of the Annual Report.
COST AUDITOR:
The Board of Directors of the Company had, on the recommendation of the Audit Committee, approved the appointment of Shri N. Krishna Kumar, Cost Accountant, Cuddalore (Membership No.27885) for conducting the audit of cost records of the Company pertaining to Inorganic and Organic products manufactured by the Company covered under Central Excise Tariff Heading Chapter Nos. 28 and 29 respectively in compliance with The Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors at their meeting held on 22nd April 2024, have appointed Shri N. Krishnakumar, Cost Accountant as cost auditor for the Financial Year 2024-25 and necessary filing has been made with the Central Government.
The Cost Audit Report for the financial year 2023-24 due to be filed with Ministry of Corporate Affairs (MCA) had been filed within the due date and there were no qualifications, observations or adverse remarks made by the Cost Auditor in his report.
SECRETARIAL AUDITOR:
The Board, in their meeting held on 23rd January 2024, had appointed Ms. Kalyani Srinivasan (Practicing Company Secretary, Chennai (C.P. No. 3109 & FCS No.5854) to conduct Secretarial Audit for the Financial Year 2023-24, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India.
The Secretarial Audit Report as required under Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished under Annexure - C, does not contain any qualification, reservation or adverse remark.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR:
There are no significant and material orders passed by the Regulators/Courts that would impact the
going concern status of the Company and its future operations.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of the Board, its committees and of individual directors in the format (questionnaire) prescribed by the Nomination and Remuneration Committee of the Company.
The structured questionnaire covers various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance etc.
The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year to review the performance of NonIndependent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board without the presence of the Non-Independent Directors and members of the Management.
RISK MANAGEMENT POLICY:
The Company has internally constituted a Risk Management Committee to define its roles and responsibilities and laid down the procedure to assess the risk and minimization procedures. The Risk Management includes identifying types of risks and its assessment, risk handling & monitoring and reporting. The Board through its Audit Committee shall also be responsible for framing, implementing and monitoring the risk management plan for the Company. The details of identified risk and mitigation plan would be reviewed by the Committee every quarter and forwarded with their recommendation, if any to the Audit Committee/Board for its review.
The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report.
Your Company continues to be a top 1000 Company based on the market capitalization of BSE as on March 31, 2024. To comply with the listing requirement for the top 1,000 companies, the Board had constituted Risk Management Committee. The details of the members of the Committee have been given elsewhere in the report.
POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed entities. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements and are available on the Companyâs official website viz., www. tanfac.com.
|
Name of Policy |
Brief description |
Web URL |
|
|
Related Party Transaction |
The policy to regulate all transactions |
com/ |
|
|
between the Company and its |
|||
|
Related Parties in compliance with |
|||
|
various applicable laws, including under The Companies Act, 2013/ SEBI (LODR) Regulations, 2015 |
|||
|
SEBI (prohibition of Insider Trading) |
The Policy provides for fair |
com/ |
|
|
Regulations, 2015 |
disclosure of unpublished price sensitive information in dealing with securities of the Company. |
||
|
Whistle Blower Policy (vigil |
The Company has established a vigil |
com/ |
|
|
mechanism) |
mechanism for its Directors and Employees to report their genuine concerns or grievances or violation of the Companyâs code of conducts and ethics, which will be monitored by the Audit Committee |
||
|
Criteria for making payment to |
Except sitting fee for attending |
com/ |
|
|
Non-Executive Directors |
Board, Audit Committee and |
non |
|
|
Stakeholders Relationship Committee meetings NO other remuneration paid to Directors. |
|||
|
Policy for determination of |
This Policy facilitating prompt |
com/ |
|
|
materiality of information or event |
disclosure of material price sensitive information to the listed Stock Exchange(s) prepared in terms of SEBI (LODR) Regulations, 2015. |
event. |
|
|
Policy on Archival of documents |
The policy framed for archival of |
com/ |
|
|
the Companyâs records as required under SEBI (LODR) Regulations, 2015 |
|||
|
Policy on preservation of |
The policy deals with retention of |
com/ |
|
|
documents |
documents in permanent nature |
i c v |
|
|
and not less than eight years after completion of the relevant transactions., |
|||
|
Risk Assessment and |
The purpose of this Policy is to |
com/ |
|
|
Management Policy |
define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks. |
||
|
Dividend Distribution Policy |
Recognising the need to lay down |
com/ |
|
|
a broad framework for deciding the |
|||
|
matters pertaining to distribution of dividend and/or retaining the profits of the Company, the Board of Directors the Company (the "Boardâ) has laid down and adopted this policy |
|||
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Mariam Pallavi Baldev (DIN: 09281201), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
During the last AGM held on 27th September 2023, shareholders have approved the reappointment of Mr. K. Sendhil Naathan, (DIN: 08850046) as Managing Director for a period of eighteen months from 27th August 2023.
In terms of the provisions of Section 203 of the Act, Mr. K. Sendhil Naathan, Managing Director, Mr. N.R. Ravichandran, Chief Financial Officer and Ms. Mridula Dhoot, Company Secretary are the Key Managerial Personnel of your Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of your Company have given their certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. The details of the training and familiarization programs and the Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report.
The terms and conditions of appointment of Independents Directors, in line with the provisions of Schedule IV of the Companies Act, 2013 are available on the Companyâs official website link viz., http:// www.tanfac.com/documents/who appointment independent directors.pdf
All Independent Directors of your Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.
BOARD EVALUATION:
The evaluation of Board of Directors and the Board, as required under Section 149(8) of The Companies Act, 2013, read with Schedule IV under Chapter VIII were done through selected parameters related to their roles, responsibilities and obligations of the Board and functioning of the Committee.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the key function of the Board of Directors includes:
⢠To review and guide Corporate Strategy, major Plan of Action, Risk Policy, Annual Budgets & Business Plans, setting Performance Objectives.
⢠Monitoring the effectiveness of the Companyâs governance practices.
⢠Ensuring the integrity of the Companyâs Accounting and Financial Reporting Systems, including the Independent Audit.
⢠To provide strategic guidance.
⢠To maintain high ethical standards in the interest of the stakeholders.
⢠To exercise objective independent judgement on corporate affairs.
Accordingly, the performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Similar evaluation was carried out by the Committee of the Board of Directors after seeking their inputs.
NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2023 - 24, the Board met five times and further details are provided in the Report on Corporate Governance that forms part of this Annual Report.
The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars thereon.
BOARD COMMITTEES:
Presently, the Board has four Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee and CSR Committee comprising of the required combination of Non-Independent and Independent Directors. For further details, please refer to the Report on Corporate Governance section of the Annual Report.
Your Company continues to be among top 1000 Company based on the market capitalization of BSE as on March 31, 2024. To comply with the listing requirement for top 1,000 Company, the Board had constituted Risk Management Committee consisting of following Directors and Senior management.
1. Mr. Afzal Malkani, Chairperson of the Committee
2. Mr. M.R. Sivaraman
3. Mr. V.T. Moorthy
5. Mr. K. Sendhil Naathan
6. Mr. N.R. Ravichandran, Chief Financial Officer
Chief Financial Officer will act as the Chief Risk Officer (CRO) and convener of the Committee.
ANNUAL RETURN:
Annual Return as required under Section 92(3), copy of Annual Return is placed on the Companyâs website. The web link to access the annual return is https://www.tanfac.com/annual.php
INTERNAL FINANCIAL CONTROL (IFC):
The Internal Financial control (IFC) stipulates a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The observations by the Internal Auditors and corrective actions thereon are presented at the Audit Committee which also oversees and evaluates the IFC periodically.
The Directors Responsibility Statement required under Section 134(5) of the Companies Act, 2013, are available elsewhere in the Directorsâ Report.
CORPORATE GOVERNANCE:
Your Company is strongly committed towards its philosophy of Corporate Governance. The Corporate Governance Report, along with the Auditors certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Listing Agreement is forming part of the Annual Report.
A Certificate of the Managing Director and Chief Financial Officer of the Company, in terms
of Regulation 17(8) as specified in Part B of Schedule II read with SEBI (LODR) Regulations, 2015, confirming the correctness of the Financial Statements, adequacy of the Internal Control measures and reporting of matters to the Audit Committee, is annexed.
Your directors are pleased to report that the Company has fully complied with the SEBI guidelines and Corporate Governance as on Financial Year ended March 31, 2024 and will continue to comply with the same.
LISTING WITH STOCK EXCHANGES:
The Company is listed in The Bombay Stock Exchange of India Limited (BSE) and the Stock Code is 506854 & ISIN INE639B01015. The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE where the Companyâs Shares are listed.
INSURANCE:
The Companyâs properties, Fixed Assets (including Building, Plant and Machinery & other insurable assets) and Currents Assets (including stock of Raw Materials, Finished Goods, Stores and Spares etc.,) are adequately insured.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Listing Agreement, the Managementâs Discussion and Analysis Report (MD & A) for the year under review has been made & forming part of the Annual Report.
PERSONNEL:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Particulars pursuant to Section 197(12) and the relevant Rules:
The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company, is as follows:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;
Apart from remuneration to the Managing Director as per terms of appointment approved by the members, except for sitting fees for attending meetings of the Board & Board Committees, no other remuneration is being paid to other directors. For this purpose, Sitting fees paid to the Directors have not been considered as Remuneration.
|
Name of the Director |
Ratio to median remuneration |
Remuneration Paid ('' In Lakhs) |
|
Mr. K. Sendhil Naathan, |
32.89:1 |
237.14 |
|
Managing Director |
b. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the financial year 2023-24 and Ratio of remuneration of Director to the medium remuneration of the employees of the Company for the financial year is as under:
|
Sr. No. |
Particulars of Director and Other Key Managerial Personnel (KMP) and Designation |
#Remuneration of Director and KMP for financial year 2023-24 ('' in lacs) |
% Increase in remuneration in financial year 2023-24 |
Ratio of remuneration of each Director to medium remuneration of employees |
|
1 |
Mr. K. Sendhil Naathan, Managing Director |
237.14 |
Nil |
32.89:1 |
|
2 |
Mr. N.R.Ravichandran, Chief Financial Officer |
89.38 |
Nil |
Not Applicable |
|
3 |
Mr. H.Narayanarao, Company Secretary* |
9.50 |
Nil |
Not Applicable |
*Part of the year
c. The percentage increase in the median remuneration of employees in the financial year was 13%:
During the Financial year 2023-24, there was an increase of 11% over the previous financial year, in the Median remuneration of the employees. The calculation of percentage increase in the Median remuneration is based on comparable employees.
d. The number of permanent employees on the rolls of Company:
There were 143 permanent employees on the rolls of the Company as on 31st March,2024 (131 no. of permanent employees as on March 31, 2023).
e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average increase for Managing Director, Chief Financial Officer and the Company Secretary was at 10% compared to 13% increase considered for other Non-Managerial Personnel.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid to employees is as per the Group HR Policy duly adopted by the Company through its Nomination and Remuneration Committee.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection in electronic mode. Any Member interested in obtaining a copy of the same may write to the Company.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The whole-hearted support of employees in the implementation of ISO-9001 systems, ISO 14001, ISO 45001 in energy contribution initiatives and amply demonstrates the high level of teamwork, sense of belonging to the organization, and solidarity with the Management.
RESEARCH AND DEVELOPMENT (R&D):
Your Company has made significant strides in Research & Development, with the following key initiatives:
⢠The Company is in the advanced stages of modernizing its R&D and Pilot Plant facilities.
⢠R&D efforts are focused on developing processes for Fluorinated Specialties through AHF Fluorination.
⢠R&D Engineers successfully installed a backpressure turbine to harness waste energy in the PRDC.
⢠Innovative and reliable Heat Exchanger designs for the DHF process were developed, along with improvements to the AHF scrubber for enhanced efficiency.
⢠The team has continuously worked on improving the productivity of Sulphuric Acid production.
⢠Waste heat has been utilized to distil AHF, leading to reduction in steam consumption.
⢠Consistent out-of-the-box thinking by engineers has resulted in year-over-year (YOY) reduction in average power and fuel costs.
⢠Your Company has implemented IoT and Energy Management Systems across various plant locations and operations.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company remains committed to maintaining a robust Safety, Health, and Environmental Management System. The Company operates under an Integrated Management System (IMS) certified by Intertek Certification Limited, UK, encompassing ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), and ISO 45001:2018 (Occupational Health and Safety Management Systems).
Given the Company''s coastal location and chemical complex, significant investments have been made to enhance building stability, replace pipelines through predictive maintenance, revamp cable trays and pipe racks, and replace MCC panels with the latest LOTO (Lockout/Tagout) features.
Key safety enhancements include:
⢠Introducing remote-operated valves in the AHF storage tank farm.
⢠Installing PLC systems in batch-operated plants.
⢠Implementing automatic stop valves and online respiratory systems in filling areas.
⢠SHE and Operations Teams, in light of various process improvements and energy-saving measures, have revised the P&ID of all plants and conducted a HAZOP (Hazard and Operability) Study.
Further, double-armored pipes have been introduced in acid transfer lines to replace standard pipelines. The Company follows safety procedures and a permit-to-work system in line with international standards and practices.
Stringent safety and environmental protection measures are enforced, as mandated by the Board. Safety visuals, pictorials, and signboards have been implemented across all plant areas. Regular safety audits and risk assessments are conducted to monitor potential risks and ensure the implementation of countermeasures. Your directors also periodically visit the plant and review the safety performance.
Additionally, the Company conducts onsite mock drills, coordinating with local government authorities, nearby companies, and customers. Continuous training and retraining are provided on safety and sustainability, with employees and
contract workers who contribute to sustainable development being rewarded.
In alignment with Tamil Nadu Governmentâs Vision 2023 "Green Tamil Nadu Mission," your Company has expanded its green belt coverage both inside and outside the factory premises.
Sustainability:
Sustainability is embedded as a core element of the Companyâs business and strategy. Recognizing that the chemical industry is a significant emitter of greenhouse gases (GHGs), your Company prioritizes energy savings and the reduction of GHG emissions from plant operations.
This is being accomplished through:
⢠Increased investments in more efficient technologies.
⢠Reduced energy consumption.
⢠Adoption of alternative energy sources to minimize overall GHG emissions.
Through ongoing efforts in Environmental, Health & Safety aspects, the Company continuously tracks and reports on progress, performance, and best practices related to environment, social, and governance (ESG) concerns. These efforts are part of the Companyâs long-term sustainability roadmap.
Your Company has prepared the Business Responsibility and Sustainability Report (BRSR) for FY-24 in accordance with the National Guidelines on Responsible Business Conduct (NGRBC) and the United Nations Guiding Principles on Business & Human Rights (UNGPs). The report is annexed as Annexure-D to this report.
MANAGEMENT POLICY
At TANFAC Industries Limited, we are dedicated to the continual improvement of our Management Systems, which impact quality, cost, and delivery while minimizing environmental impact. We are committed to preventing pollution, complying with customer and stakeholder requirements, and upholding public responsibilities.
SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE SOCIAL RESPONSIBILITY (CSR):
CSR is a continuing commitment by business to behave ethically and contribute to economic development of the local community and society at large. Creating value for the society is one of the major initiatives of CSR.
In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a
Corporate Social Responsibility (âCSRâ) Committee chaired by Mr. V.T. Moorthy, Independent Director. Other Members of the CSR Committee are Mr. M.R.Sivaraman, IAS Retd., Independent Director, Mrs. R. Rajalakshmi, Independent Director, Mr.R. Karthikeyan, Non-Executive and Non-Independent Director (upto 28th March 2024) and Mr. Afzal Harunbhai Malkani, Non-Executive Director (with effect from 21st April 2023).
Your Company also has in place a CSR Policy which is available at: TANFAC-CSR-Policy.pdf.
Your Companyâs CSR activities are focused on Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Healthcare and Education. Various activities across these segments have been initiated during the year around the plant location, neighboring villages around Cuddalore and Cuddalore District.
Focused areas are Education, Health, Sustainable Livelihood, Infrastructure development and social empowerment. All our CSR activities are carried out under the support and guidelines of Aditya Birla Centre for Community Initiatives and Rural Development. Your Company is carrying out its community welfare activities in and around Cuddalore for more than a decade to underserved communities.
Your Company motivates and encourages its employees to actively participate in the various community development and CSR activities.
During the year '' 117.88 lakhs was spent on CSR activities which is more than the obligation of 2% of the average net profits of the last 3 financial years. A detailed report on CSR initiatives is annexed as Annexure-C to this report.
OTHER DISCLOSURES:
⢠No Material changes and Commitments affected the financial position of your Company between the end of the financial year and the date of this Report.
⢠Your Company has not issued any shares with differential voting rights.
⢠There was no revision in the financial statements.
⢠There has been no change in the nature of business of your Company.
⢠Your Company has not issued any sweat equity shares.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act. During the year under review your Company did not receive any complaint of sexual harassment.
HUMAN RESOURCES DEVELOPMENT:
Human resources play a significant role in your Companyâs growth strategy. Your Company believes that its knowledge capital will drive growth and profitability. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Your Companyâs Employee Engagement Score reflects high engagement and pride in being part of the organization.
Corporate Human Resources plays a critical role in your Companyâs talent management process. Initiatives like robust talent reviews, career development conversations and best-in-class development opportunities will help enhance the employee experience at your Company.
Your Company is engaged in a constructive relationship with employees with an emphasis on productivity and efficiency and underlining safe working practices. As on March 31, 2024, your Companyâs employee strength was 142 employees (previous year 131 employees).
CAUTIONARY STATEMENT:
Statements in the Boardâs Report and the Management Discussion and Analysis describing your Companyâs objectives, projections, estimates, expectations or predictions and plans may be âforward looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Companyâs operations include global and Indian demand- supply conditions, sales realizations, feed stock prices, cyclical demand and pricing in the Companyâs principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business, geopolitical tensions, risks related to an economic downturn or recession in India, the ongoing efforts
of the government and other factors. Your Company is not obliged to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events, or otherwise
ACKNOWLEDGEMENT:
Your directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks, Government authorities,
customers, vendors and members during the year under review.
On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services by the entire TAN FAC family, comprising officers, staff and workers.
Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.
For and on behalf of the Board
Place: Chennai (Mariam Pallavi Baldev)
Date: 19th July 2024 Chairperson
Mar 31, 2023
Boardâs Report
To
The Members,
Your directors are pleased to present the report on the Companyâs business operations together with the Audited Statement of
Accounts for the financial year ended 31st March, 2023, for your review.
|
Particulars |
Financial Year |
Financial Year |
|
Sales |
374.95 |
320.17 |
|
Other Income (including operating income) |
7.92 |
3.40 |
|
Operating Expenditure |
300.19 |
245.01 |
|
Profit before Depreciation, Finance Cost and Taxation (PBDIT) |
82.68 |
78.56 |
|
Finance Cost |
0.88 |
1.02 |
|
Depreciation/Impairment/Amortization |
6.33 |
5.60 |
|
Profit before Tax (PBT) |
75.46 |
71.94 |
|
Current Tax/Deferred Tax (Net of MAT Credit Entitlement) |
19.36 |
18.66 |
|
Profit After Tax (PAT) |
56.13 |
53.28 |
|
Other Comprehensive Income/(Loss) |
0.06 |
0.66 |
|
Total Comprehensive Income |
56.06 |
53.94 |
OPERATIONS AND OVERALL PERFORMANCE:
During the year under review, the Company had registered
highest ever EBIDTA and Net Profit in its history on the back of
strong performance of its key products viz. Hydrofluoric Acid,
Sulphuric Acid and Specialty Fluorine Chemicals supported by
significant improvements in operation.
Earnings before Depreciation, Finance Cost and Taxation had
increased by 5% at ? 82.7 Crores during the year, compared to
? 78.6 Crores in the corresponding period of the previous year.
Total comprehensive Income for the year was higher at ? 56.1
crores during the year against ? 53.9 crores during previous year.
Detailed analysis of performance of the Company is provided
under Management Discussion and Analysis (MD & A) which
forms part of the Annual Report.
The Board of Directors have recommended a final dividend
at the rate of 65%, ? 6.50/- (Rupees Six and Fifty paise only)
per equity share of ? 10/- each, for the financial year ended
3ist March, 2023. If the final dividend is approved by the
Members at this Annual General Meeting to be held on
27th September, 2023, it will be paid on or before 24* October,
2023 to those Members whose names appear in the Companyâs
Register of Members as of the close of business hours on
20th September, 2023.
Your Company paid the final dividend for the year 2021-22
at the rate of @ 55%), ? 5.50/- (Rupees five and Fifty paise
only) per equity share of ? 10/- each, on 06* October, 2022 to
the shareholders whose names appeared in the Register of
Members on 19* September, 2022.
TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND:
In terms of Section 125 of the Companies Act, 2013, the
Company had transferred the amount of Interim and final
Dividends for the year 2021-22 to the respective shares which
were already been transferred to the Investor Education and
Protection Fund (IEPF) established by the Central Government
Procedure for claiming the shares and unclaimed Dividend
amounts from IEPF Authority is given in this Notice of 49th
Annual General Meeting.
REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS:
As briefed under Management Discussion and Analysis section,
the ongoing initiatives taken by the Company during the past
few years have helped in continuous improvements in the
operations of the Company across all spheres.
The Company plans to continue its focus on increasing the
volume of its key products including the value-added products
(VAP) during the coming years through market penetration and
process improvements.
Your Board of Directors is optimistic of continuous
improvements in the operational performance of the Company
in the coming years.
ALUMINIUM FLUORIDE:
Your Company continues with its strategy of reduced focus on
Aluminum Fluoride due to its lower contribution. However,
your Company will continue to serve its long-term customers
while keeping an eye on the overall bottom-line.
HYDROFLUORIC ACID (HF) & VALUE-ADDED
PRODUCTS (VAPS):
Your Company continues to widen the Customer base and
has also made significant progress in stringent specialty
applications. Your Company was able to increase the
volume during the year. Your Company will embark upon
identification of downstream VAPs in the future to reduce its
over dependence on the traditional markets which are getting
increasingly competitive.
SULPHURIC ACID:
Your Company continued its robust performance in Sulphuric
Acid due to the concerted & continuous efforts made to
improve the productivity and overall operational efficiencies
through process optimization and innovation.
EXPORTS:
Export turnover had increased by 19% to ? 18.63 Crores
against ? 15.63 crores in the previous year. Your Company
endeavors continuously to improve export performance
by expanding the customer base in the current market and
penetrating to new markets.
MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There have been no 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.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is furnished as Annexure - A to the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
Your Company has not provided any loan(s), guarantee(s) to any
person or body corporate and has not made any investment(s)
during the year under Section 186 of the Companies Act, 2013.
PUBLIC DEPOSITS
The Company has not accepted any deposits from Public
within the meaning of Section 73(1) of the Companies Act,
2013, during the year under review.
CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES:
In line with the requirements of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated a Policy on
Related Party Transactions which is available on Companyâs
website www.tanfac.com. The Policy intends to ensure that
proper reporting, approval and disclosure processes are
in place for all transactions between the Company and the
Related Parties.
During the financial year, the transactions with related parties
were entered on an armâs length basis and in the ordinary
course of business. There were no âmaterialâ contracts or
arrangements or transactions, and therefore disclosure in form
AOC-2 is not required.
The Company has obtained necessary prior omnibus approval
of Audit Committee and the Board pertaining to Related Party
Transactions which were in the ordinary course of business
and on an armâs length basis. All such transactions which
are foreseen and repetitive in nature and/or entered in the
Ordinary Course of Business and are at Armâs Length are
placed before the Audit Committee on a quarterly basis for its
review and approval.
AUDITORS & AUDITORS'' REPORT:
In terms of the provisions of Section 139 of the Act and the
Companies (Audit and Auditors) Rules, 2014, M/s. Singhi
& Co., Chartered Accountants, Kolkata (Firm Registration
No.302049E) were appointed as Statutory Auditors of the
Company for a first term of five years from the conclusion of
the 47th Annual General Meeting held on 28th September, 2021
up to the conclusion of the 52nd Annual General Meeting.
As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors have confirmed
that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.
The Report given by the Auditors on the financial statements
of the Company forms part of the Annual Report. There were
no qualifications, reservations or adverse remarks made by
the Auditors in their report and no fraud was reported under
Section 143(12) of the Companies Act, 2013.
AUDITORSâ CERTIFICATE ON CORPORATE
GOVERNANCE
As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Compliance Certificate on
Corporate Governance given by the Statutory Auditors, viz.,
M/s. Singhi & Co., is forming part of the Annual Report.
COST AUDITOR
The Board of Directors of the Company had, on the
recommendation of the Audit Committee, approved the
appointment of Shri N. Krishna Kumar, Cost Accountant,
Cuddalore (Membership No.27885) for conducting the audit
of cost records of the Company pertaining to Inorganic and
Organic products manufactured by the Company covered
under Central Excise Tariff Heading Chapter Nos. 28 and 29
respectively in compliance with the Companies (Cost Records
and Audit) Rules, 2014.
The Board of Directors at their meeting held on 21st April, 2023,
have appointed Shri N. Krishnakumar, Cost Accountant as Cost
Auditor for the Financial Year 2023-24 and necessary filing has
been made with the Central Government.
The Cost Audit Report for the financial year 2022-23 due to
be filed with Ministry of Corporate Affairs (MCA) had been
filed within the due date and there were no qualifications,
observations or adverse remarks made by the Cost Auditor in
his report.
The Board, in their meeting held on 20th January 2023, had
appointed Ms. Kalyani Srinivasan (Practicing Company
Secretary, Chennai (C.P. No.3109 & FCS No.5854) to conduct
Secretarial Audit for the Financial Year 2022-23, which, inter
alia, includes audit of compliance with the Companies Act,
2013, and the Rules made under the Act, Listing Agreement
and Regulations and Guidelines prescribed by the Securities
and Exchange Board of India.
The Secretarial Audit Report as required under Section 204 of
the Companies Act, 2013 read with Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is furnished under Annexure - C, does not contain
any qualification, reservation or adverse remark.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATOR:
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status
of the Company and its future operations.
CHANGE IN PROMOTOR AND MANAGEMENT
CONTROL:
As disclosed under Note No.28.2 of the Financial Statements,
on 11th March, 2022, M/s Anupam Rasayan India Limited (ARIL)
acquired 24,89,802 shares held by Aditya Birla Group (ABG)
through a Share Purchase Agreement dated 1st February, 2022
and obtained joint control over the Company along with the
continuing promoter M/s Tamil Nadu Industrial Development
Corporation Limited (TIDCO). Based on the original Joint
Venture Agreement (JV) signed by ABG and TIDCO, ARIL
replaced ABG as promoter and obtained Management Control
of the Company.
This acquisition of management control had triggered open
offer and in compliance with the SEBI SAST Regulations,
ARIL had made open offer to the public shareholders and
acquired 83,279 shares (0.83%) tendered by public during the
tendering period.
The Company had made an application dated 28th May,
2022 to the Bombay Stock Exchange to seek the approval for
reclassification of erstwhile promoters as public category
and M/s Anupam Rasayan India Limited (ARIL) under the new
promoter category. Upon the application, the Bombay Stock
Exchange approved the reclassification Promoters category on
24th February, 2023.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the Annual
Performance Evaluation of the Board, its committees and of
individual directors in the format (questionnaire) prescribed
by the Nomination and Remuneration Committee of the
Company.
The structured questionnaire covers various aspects of the
Boardâs functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance etc.
The performance evaluation of the Directors (without
participation of the relevant Director) was carried out by the
entire Board. The Directors expressed their satisfaction with
the evaluation process.
SEPARATE MEETING OF INDEPENDENT
DIRECTORS:
The Independent Directors of the Company met during the
year to review the performance of Non- Independent Directors
and the Board as a whole, reviewed the performance of the
Chairperson of the Company and assessed the quality, quantity
and timeliness of flow of information between the Company
management and the Board without the presence of the Non¬
Independent Directors and members of the Management.
The Company has internally constituted a Risk Management
Committee to define its roles and responsibilities and laid
down the procedure to assess the risk and minimization
procedures. The Risk Management includes identifying types
of risks and its assessment, risk handling & monitoring and
reporting. The Board through its Audit Committee shall also be
responsible for framing, implementing and monitoring the risk
management plan for the Company. The details of identified
risk and mitigation plan would be reviewed by the Committee
every quarter and forwarded with their recommendation, if
any to the Audit Committee/Board for its review.
The details of Risk Management as practiced by the Company
are provided as part of Management Discussion and Analysis
Report.
Your Company has become a top 1000 Company with effect
from 1st April, 2023 based on the market capitalization of BSE
as on 31st March, 2023. To comply with the listing requirement
for the top 1,000 companies, the Board, in its meeting held
on 21st April, 2023, had duly constituted Risk Management
Committee. The details of the members of the Committee have
been given elsewhere in the report.
The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, mandated the formulation of certain
policies for all listed entities. The policies are reviewed
periodically by the Board and updated based on need and new
compliance requirements and are available on the Companyâs
official website viz., www.tanfac.com.
|
Name of Policy |
Brief description |
Web URL |
|
Related Party Transaction |
The policy to regulate all transactions |
http://www.tanfac.com/documents/ |
|
SEBI (prohibition of Insider Trading) |
The Policy provides for fair disclosure of |
http://www.tanfac.com/documents/ |
|
Whistle Blower Policy (vigil mechanism) |
The Company has established a vigil |
http://www.tanfac.com/documents/ |
|
Criteria for making payment to Non |
Except sitting fee for attending Board, |
http://www.tanfac.com/documents/ |
|
Policy for determi-nation of materiality |
This Policy facilitating prompt disclosure |
http://www.tanfac.com/documents/ |
|
Policy on Archival of documents |
The policy framed for archival of the |
http://www.tanfac.com/documents/ |
|
Policy on preservation of documents |
The policy deals with retention of |
http://www.tanfac.com/documents/ |
|
Risk Assessment and Management |
The purpose of this Policy is to |
http://www.tanfac.com/documents/ Risk-Management-policy.pdf |
|
Dividend Distribution Policy |
Recognising the need to lay down a |
http://www.tanfac.com/documents/ |
|
matters pertaining to distribution of |
pdf. |
DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
Mr. Afzal Harunbhai Malkani (DIN: 07194226), Director is liable
to retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
Mr. K. Send hi l Naathan, (DIN: 08850046) was appointed as
Managing Director with effect from 27th August, 2020 for a
period of three years and the Board proposes to re-appoint
him for further period of eighteen months with effect from
27th August, 2023 subject to approval of shareholders in this
Annual General Meeting.
In terms of the provisions of Section 203 of the Act,
Mr. K. Sendhil Naathan, Managing Director, Mr. N.R. Ravichandran,
Chief Financial Officer and Mr. H. Narayanarao, Company
Secretary are the Key Managerial Personnel of your Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of your Company have given their
certificate of independence to your Company stating that
they meet the criteria of independence as mentioned under
Section 149(6) of the Companies Act, 2013. The details of the
training and familiarization programmes and the Annual Board
Evaluation process for Directors have been provided in the
Corporate Governance Report.
The terms and conditions of appointment of Independents
Directors, in line with the provisions of Schedule IV of the
Companies Act, 2013 are available on the Companyâs official
website link viz.., http://www.tanfac.com/documents/who
appointment independent directors.pdf
All Independent Directors of your Company have registered
their name in the data bank maintained with the Indian
Institute of Corporate Affairs, Manesar in terms of the provisions
of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
The evaluation of Board of Directors and the Board, as
required under Section 149 of the Companies Act, 2013,
read with Schedule IV under Chapter VIII were done through
selected parameters related to their roles, responsibilities and
obligations of the Board and functioning of the Committee.
Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the key function of the
Board of Directors includes:
⢠To review and guide Corporate Strategy, major Plan of
Action, Risk Policy, Annual Budgets & Business Plans,
setting Performance Objectives.
⢠Monitoring the effectiveness of the Companyâs
governance practices;
⢠Ensuring the integrity of the Companyâs Accounting and
Financial Reporting Systems, including the Independent Audit;
⢠To provide strategic guidance;
⢠To maintain high ethical standards in the interest of the
stakeholders;
⢠To exercise objective independent judgement on
corporate affairs.
Accordingly, the performance of the Board was evaluated after
seeking inputs from all the directors on the basis of the criteria
such as the board composition and structure, effectiveness
of board processes, information and functioning, etc. Similar
evaluation was carried out by the Committee of the Board of
Directors after seeking their inputs.
NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2022-23, the Board met five times
and further details are provided in the Report on Corporate
Governance that forms part of this Annual Report.
The intervening gap between any two meetings was within
the period as prescribed under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and MCA circulars thereon.
Presently, the Board has four Committees, viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholdersâ
Relationship Committee and CSR Committee comprising of the
required combination of Non-Independent and Independent
Directors. For further details, please refer to the Report on
Corporate Governance section of the Annual Report.
Your Company has become a top 1000 Company with effect
from 1st April, 2023 based on the market capitalization of BSE
as on 31st March, 2023. To comply with the listing requirement
for top 1,000 Company, the Board, in its meeting held on
21st April, 2023, had duly constituted Risk Management
Committee consisting of following Directors and Senior
management:
1. Mr. Afzal Malkani, Chairperson of the Committee
2. Mr. M.R.Sivaraman
3. Mr. V.T.Moorthy
5. Mr. K.Sendhil Naathan
6. Mr. N.R.Ravichandran, Chief Financial Officer
Chief Financial Officer will act as the Chief Risk Officer (CRO).
Annual Return as required under Section 92(3), copy of Annual
Return is placed on the Companyâs website. The web link to
access the annual return is https://tanfac.com/documents/
MGT-7-Annual-Return-2022-23.pdf
INTERNAL FINANCIAL CONTROL (IFC):
The Internal Financial control (IFC) stipulates a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles.
The observations by the Internal Auditors and corrective
actions thereon are presented at the Audit Committee which
also oversees and evaluates the IFC periodically.
The Directors Responsibility Statement required under Section
134(5) of the Companies Act, 2013, are available elsewhere in
the Directorsâ Report.
Your Company is strongly committed towards its philosophy
of Corporate Governance. The Corporate Governance Report,
along with the Auditors certificate regarding compliance of
the conditions of the Corporate Governance as stipulated
in Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Listing Agreement
is forming part of the Annual Report.
A Certificate of the Managing Director and Chief Financial
Officer of the Company, in terms of Regulation 17(8) as specified
in Part B of Schedule II read with SEBI (LODR) Regulations,
2015, confirming the correctness of the Financial Statements,
adequacy of the Internal Control measures and reporting of
matters to the Audit Committee, is annexed.
Your directors are pleased to report that the Company has fully
complied with the SEBI guidelines and Corporate Governance
as on Financial Year ended 31st March, 2023 and will continue
to comply with the same.
The Company is listed in The Bombay Stock Exchange of
India Limited (BSE) and the Stock Code is 506854 & ISIN
INE639B01015. The Company confirms that it has paid the
Annual Listing Fees for the year 2023-24 to BSE where the
Companyâs Shares are listed.
The Companyâs properties, Fixed Assets (including Building,
Plant and Machinery & other insurable assets) and Currents
Assets (including stock of Raw Materials, Finished Goods,
Stores and Spares etc.,) are adequately insured.
MANAGEMENTâS DISCUSSION AND ANALYSIS
REPORT:
As required under Regulation 34(2)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
read with the Listing Agreement, the Managementâs Discussion
and Analysis Report (MD & A) for the year under review has
been made & forming part of the Annual Report.
Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report.
Particulars pursuant to Section 197(12) and the
relevant Rules.
The information required under Section 197 of the Act and
the Rules made thereunder, in respect of employees of the
Company, is as follows:
a. The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company for the financial year;
Apart from remuneration to the Managing Director as per
terms of appointment approved by the members, except
for sitting fees for attending meetings of the Board &
Board Committees, no other remuneration is being paid
to other Directors. For this purpose, Sitting fees paid to
the Directors have not been considered as Remuneration.
|
Name of the |
Ratio to median |
Remuneration |
|
Director |
remuneration |
Paid (Â¥ In |
|
Mr. K.Sendhil |
29.03:1 |
191.33 |
b. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the financial
year 2022-23 and Ratio of remuneration of Director to the medium remuneration of the employees of the Company for the
financial year is as under:
|
S.No |
Particulars of Director and Other Key |
# Remuneration of |
% increase in |
Ratio of |
|
1 |
Mr. K.Sendhil Naathan, Managing |
191.33 |
Nil |
29.03:1 |
|
2 |
Mr. N.R.Ravichandran, Chief Financial |
80.04 |
Nil |
Not Applicable |
|
3 |
Mr. H.Narayanarao, Company Secretary |
8.64 |
Nil |
Not Applicable |
c. The percentage increase in the median remuneration of
employees in the financial year was 26%:
During the Financial year 2022-23, there was an increase
of 23% over the previous financial year, in the Median
remuneration of the employees. The calculation of
percentage increase in the Median remuneration is based
on comparable employees.
d. The number of permanent employees on the rolls of
Company:
There were 131 permanent employees on the rolls of the
Company as on 31st March, 2023 (135 no. of employees as
on 31st March, 2022).
e. Average percentile increases already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration:
Average increase for Managing Director, Chief
Financial Officer and the Company Secretary was at
53% compared to 14% increase considered for other
Non-Managerial Personnel.
f. Affirmation that the remuneration is as per the
remuneration policy of the Company:
It is hereby affirmed that the remuneration paid to employees
is as per the Group HR Policy duly adopted by the Company
through its Nomination and Remuneration Committee.
The statement containing names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is available for inspection in
electronic mode. Any Member interested in obtaining a
copy of the same may write to the Company.
Employee relations continued to be cordial throughout
the year. The whole-hearted support of employees in the
implementation of ISO-9001 systems, ISO 14001, ISO 45001 in
energy contribution initiatives and amply demonstrates the
high level of teamwork, sense of belonging to the organization,
and solidarity with the Management.
Your Company has made the following efforts in Research &
Development:
⢠Your Company is in advance stage of monitoring the R&D/
Pilot Plant facility.
⢠Your R&D will focus on Process development of
Fluorinated Specialties through AHF fluorination.
⢠R&D Engineers have successfully utilized waste heat to
dry fluorspar & distillation process.
⢠Your R&D Engineers have developed innovative & Reliable
design of Heat exchanger for DHF process.
⢠Your R&D Engineers put continuous efforts to improve the
reactivity in AHF process so as to reduce the consumption
norms.
Your R&D Team implemented innovative ideas to increase
the productivity of Sulphuric acid, KF and AHF.
⢠Continuous efforts and out of box thinking by Engineers
towards Energy conservation measures have resulted in
year to year (YOY) reduction in Average Power and Fuel
Costs.
⢠Your Company has introduced IOT and Energy
Management system in various plant locations/
operations.
SAFETY, HEALTH AND ENVIRONMENT
PROTECTION (SHE):
Your Company is committed to Safety, Health and
Environmental Management System and processes.
Your Company has an Integrated Management System
(IMS) Certified by Intertek Certification Limited, UK for ISO
9001-2015-Quality Management System (QMS), ISO14001-
2015 -Environmental Management System (EMS) and ISO
45001:2018 for Occupational Health and Safety Management
Systems.
As your Company is located in Coastal location & Chemical
Complex, Company continues to do considerable spending
on improving the stability of the Building and Structuralâ s,
replacement of pipe lines through predictive maintenance,
revamping of Cable Trays, Pipe racks and replacement of MCC
panels with latest LOTO features.
Your Company focusses on improving the process Safety
aspects such as introduction of Remote Operated Valves in
AHF storage Tank farm, installation of PLC in Batch Operated
plants, Automatic stop valve and online respiratory system in
filling areas.
SHE & Operations Team in view of various process Improvement
& Energy saving Schemes implemented, revised the P& Id of all
plants and reconducted Hazop Study.
In Acid transfer lines introduced Double armoured pipe in
place of normal pipelines.
Your Company is practicing the Safety procedures and Permit
to Work system in line with international Systems & Practices.
You Company ensures stringent implementation of Safety
and Environment Protection measures and the Board has
mandated accordingly. Safety visuals, pictorials and sign
boards are implemented across the plant areas.
Your Company Periodically Conducts Safety Audit and Risk
Assessment to monitor risks and to have action plan for
countering the risks. Your Directors also periodically reviews
the safety Performance.
Your Company periodically conducts onsite mock drills and
actively coordinates with the local Government and other
nearby companies & customers.
Your Company continually conducts training and retraining on
safety and sustainability aspects and rewarded employees and
contract workmen who have significantly contributed towards
sustainable development.
In line with Tamil Nadu Government Vision 2023 âGreen Tamil
Nadu Missionâ your Company has increased the green belt
coverage both inside and outside of the factory premises.
Sustainability:
Sustainability is built in as a core element of our business and
strategy. The chemical industry is one of the leading emitters
of direct GHG emissions across the world. Understanding this,
your Company has prioritized the need for Energy savings and
reduction in GHG emissions from plant operations.
This is being achieved through increased investments in more
efficient technologies, reduction in energy consumption, and
the use of alternative sources of energy to reduce overall GHG
emissions.
With Continued efforts in Environment, Health & Safety
aspects, we show our progress, performance and practices
adopted with respect to environment, social and governance
related aspects and future goals and targets as a part of the
sustainability journey road map.
Your Company has proactively prepared Business
Responsibility Sustainability Report (BSSR) for FY-23 as per
the National Guidelines on Responsible Business Conduct
(NGRBC) and with the United Nations Guiding principles on
Business & Human Rights (UNGPs).
We at TANFAC Industries Limited are committed to continual
improvement of the processes of Management System
affecting Quality, Cost, and Delivery along with Environmental
Impact to prevent pollution and to comply with requirements
of customers and interested parties and public.
SUSTAINABLE DEVELOPMENT - COMMUNITY
DEVELOPMENT INITIATIVES - CORPORATE
SOCIAL RESPONSIBILITY (CSR):
CSR is a continuing commitment by business to behave
ethically and contribute to economic development of the local
community and society at large. Creating value for the society
is one of the major initiatives of CSR.
In terms of the provisions of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors of your Company has constituted
a Corporate Social Responsibility (âCSRâ) Committee chaired
by Mr. V.T.Moorthy, Independent Director. Other Members of the
CSR Committee are Mr. M.R.Sivaraman, IAS Retd., Independent
Director, Mrs. R.Rajalakshmi, Independent Director,
Mr. R. Karthikeyan, Non-Executive and Non-independent
Director (upto 24 th March, 2023) and Mr. Afzal Harunbhai Malkani,
Non-Executive Director (with effect from 21st April, 2023).
Your Company also has in place a CSR Policy which is available
at - TANFAC-CSR-Policy.pdf .
Your Companyâs CSR activities are focused on Social
Empowerment and Welfare, Infrastructure Development,
Sustainable Livelihood, Healthcare and Education. Various
activities across these segments have been initiated during the
year around the plant location, neighboring villages around
Cuddalore and Cuddalore District.
Focused areas are Education, Health, Sustainable Livelihood,
Infrastructure development and social empowerment. All our
CSR activities are carried out under the support and guidelines
of Anupam Group for Community Initiatives and Rural
Development. Your company is carrying out its community
welfare activities in and around Cuddalore for more than a
decade to underserved communities even when it was not
under the ambit of CSR obligation.
Your Company motivates and encourages its employees to
actively participate in the various community development
and CSR activities.
During the year ? 79.07 lakhs was spent on CSR activities which
is more than the obligation of 2% of the average net profits of
the last 3 financial years.. A detailed report on CSR initiatives is
annexed as Annexure âCâ to this report.
⢠No Material changes and Commitments affected
the financial position of your Company between the
end of the financial year and the date of this Report.
⢠Your Company has not issued any shares with
differential voting rights.
⢠There was no revision in the financial statements.
⢠There has been no change in the nature of business
of your Company.
⢠Your Company has not issued any sweat equity
shares.
⢠Though the Company become top 1000 listed
company of BSE for the financial year 2023 -24,
the Company opts to voluntarily include Business
Responsibility and Sustainability Report (BRSR) for
the financial year 2022-23. Please refer Annexure D
to the Board Report.
PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:
Your Company has zero tolerance for sexual harassment at
workplace. The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace
in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act) and the Rules framed thereunder. Your Company
has complied with provisions relating to the constitution of
Internal Complaints Committee under the POSH Act. During
the year under review your Company did not receive any
complaint of sexual harassment.
Human resources play a significant role in your Companyâs
growth strategy. Your Company believes that its knowledge
capital will drive growth and profitability. The ongoing focus is
on attracting, retaining and engaging talent with the objective
of creating a robust talent pipeline at all levels. Your Companyâs
Employee Engagement Score reflects high engagement and
pride in being part of the organization.
Corporate Human Resources plays a critical role in your
Companyâs talent management process. Initiatives like robust
talent reviews, career development conversations and best-
in-class development opportunities will help enhance the
employee experience at your Company.
Your Company is engaged in a constructive relationship with
employees with an emphasis on productivity and efficiency
and underlining safe working practices. As on 31st March,
2023, your Companyâs employee strength was 131 employees
(previous year 135 employees).
Statements in the Boardâs Report and the Management
Discussion and Analysis describing your Companyâs objectives,
projections, estimates, expectations or predictions and plans
may be âforward looking statementsâ within the meaning
of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied.
Important factors that could make a difference to your
Companyâs operations include global and Indian demand-
supply conditions, sales realizations, feed stock prices, cyclical
demand and pricing in the Companyâs principal markets,
changes in government regulations, tax regimes, economic
developments within India and the countries within which
your Company conducts business, geopolitical tensions, risks
related to an economic downturn or recession in India, the
ongoing efforts of the government and other factors. Your
Company is not obliged to publicly amend, modify or revise any
forward-looking statements on the basis of any subsequent
development, information or events, or otherwise.
Your directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks,
Government authorities, customers, vendors and members during the year under review.
On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services
by the entire TANFAC family, comprising officers, staff and workers.
Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.
For and on behalf of the Board
Place: Chennai (Mariam Pallavi Baldev)
Date: 17th July, 2023 Chairperson
Mar 31, 2018
BOARD''S REPORT
To
The Members,
The Directors are pleased to present the report on the Company''s business operations together with the audited statement of accounts for the financial year ended 31st March, 2018, for your review.
FINANCIAL RESULTS
The Ministry of Corporate Affairs (MCA) vide its notification dated 16th February 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS). In pursuance of this notification, the Company adopted Ind AS for the first time with effect from 1st April 2017. Consequent to this the financial results for the previous year ended 31st March 2017 have also been recast in accordance with Ind AS.
[in Crores]
|
Particulars |
Financial Year 2017 - 18 |
Financial Year 2016 - 17 |
|
|
Sales |
165.42 |
138.69 |
|
|
Other Income (including operating income) |
0.33 |
0.75 |
|
|
Operating Expenditure |
109.53 |
109.53 |
|
|
Profit before Depreciation, Finance Cost and Taxation (PBDIT) |
20.72 |
14.61 |
|
|
Finance Cost |
5.98 |
6.59 |
|
|
Depreciation / Impairment/Amortization |
4.94 |
4.73 |
|
|
Profit before Tax (PBT) |
9.80 |
3.29 |
|
|
Current Tax / Deferred Tax |
0.12 |
- |
|
|
Deferred Tax / MAT Credit Entitlement |
9.68 |
3.29 |
|
|
Other Comprehensive Income / (Loss) |
(0.30) |
(0.05) |
|
|
Total Comprehensive Income |
9.38 |
3.24 |
|
|
Add: Balance brought forward |
(45.30) |
(48.54) |
|
|
Profit / (Loss) available for appropriation |
(35.92) |
(45.30) |
|
|
Transferred from General Reserves |
- |
- |
|
|
Balance Carried forward to Balance Sheet |
(35.92) |
(45.30) |
optimization of product/customer mix and the combined effects of lower increase in input costs compared to increase in sales realization.
Though the prices of main raw materials - Fluorspar & Sulphur had increased steeply during the year, the Company managed to significantly improve the profitability through optimization of product mix and judicious choice of customers, new market penetration and continuous improvements in reducing the fuel and energy consumptions.
OPERATIONS AND OVERALL PERFORMANCE:
The Company''s sales performance had increased by 1 9% due to increase in sales volume and also increase in prices of main products viz., HF, Sulphuric Acid & Aluminum Fluoride. Higher sales realization in HF acid was possible due to continuous focus and penetration in PV/Specialty grade HF markets and partial pass through of increase in spar price. However, profitability has increased significantly during the year due to
These along with the ongoing initiatives and steps taken by the company during the last three years as discussed under Management Discussion and Analysis have helped in significant improvement in the operational performance of the company. Profit before depreciation, finance cost and taxation (EBIDTA) was significantly higher at Rs,20.72 Crores during the year, an increase of 42% compared to Rs,14.61 Crores in the previous year. Company continues to face stiff competition from China which affects the sales realization and margin in HF from both domestic and overseas markets. However, these were offset by the steps taken by the company as explained above.
Tight control on Working Capital, availing cheaper financing avenues and increased cash flow from operations due to improved operational performance helped in reducing the debt and overall finance cost to Rs,6.03 crores during the current financial year as compared to Rs,7.13 crores during the previous financial year. With significant reduction in debt, the Company expects further reduction in the Finance Cost during next financial year.
Total Comprehensive Income (TCI): Total Comprehensive Income for the year was significantly higher at Rs,9.38 crores during the year compared to Rs,3.24 crores during the previous year, registering an increase of 194%.
DIVIDEND:
Though the financial performance of the company had improved significantly during the year, your Directors have not recommended any dividend on equity shares for the year 2017-18 on account of inadequacy of reserves as at the end of the year due to past losses and also arrears of Dividend on 11% Redeemable Cumulative Non-Convertible Preference Shares.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 201 3, unclaimed or unpaid Dividend pertaining
to financial year 2010-11 is due for remittance to the Investor Education and Protection Fund established by the Central Government during the financial year 2018-19.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
As briefed under Management Discussion and Analysis section, the ongoing initiatives and steps taken by the company during the past few years to turn around the operations have started yielding results during last financial year and helped the company to post significant improvement in the operational performance during the current financial year also.
Your company has made further penetration in the market for its new products which had resulted in significant contribution to the revenue and bottom line of the current financial year. The company aims to further increase the market penetration of these products during the next financial year.
With the help of the ongoing and fresh initiatives proposed by the company, your Board of Directors is optimistic about further improvements in the operational performance of the company in the coming years.
ALUMINIUM FLUORIDE:
Sale of Aluminium Fluoride had been similar to previous years. Your company continues with its strategy of reduced focus on Aluminium Fluoride due to its lower contribution. However, your company will continue to serve its long-term customers.
HYDROFLUORIC ACID & SPECIALTY FLUORIDES:
Your company continues to widen the Customer base and has also made significant progress in stringent specialty applications with 28% growth in volume during FY''18. The markets remain oversupplied and your company will embark upon identification of value added downstream products. This will also reduce our over dependence on traditional markets which are getting increasingly competitive
SULPHURIC ACID:
Your company had robust performance in Sulphuric Acid. The sales and contributions were much higher than budget. Our production efficiencies have improved and are well poised to perform better in coming years
EXPORTS:
Export turnover was marginally higher at Rs,18.85 Crores, as compared to Rs,18.45 crores in the previous year.
Your Company endeavors continuously to increase export revenues in the coming years by expanding the customer base in the current market and penetrating to new markets.
MATERIAL CHANGES AND COMMITMENT IF ANY:
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - A to the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Your Company has not provided any loan(s), guarantee(s) to any person or body corporate and
has not made any investment(s) during the year under Section 186 of the Companies Act, 2013.
PUBLIC DEPOSITS
The Company has not accepted any deposits from Public within the meaning of Section 73(1) of The Companies Act, 2013, during the year under review.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website www.tanfac.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.
The Company has obtained necessary prior omnibus approval from the Board pertaining to Related Party Transactions which were in the ordinary course of business and on an arm''s length basis. All such transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length are placed before the Audit Committee on a quarterly basis for its review and approval.
AUDITORS & AUDITORS'' REPORT:
M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai (Firm Registration No.105146W) were appointed as Statutory Auditors of the Company by the Members at their Annual General Meeting held on 28th September, 2016 for a term of five years and be ratified at every Annual General Meeting till completion of their tenure.
The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report. There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies Act, 2013) was notified on May 7, 2018 whereby ratification of Statutory Auditor''s appointment is not required at every Annual General Meeting. Accordingly, resolution for ratification of appointment of Statutory Auditors is not proposed.
AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance Certificate on Corporate Governance given by the Statutory Auditors, viz., M/s.Khimji Kunverji & Co., is forming part the Annual Report.
COST AUDITOR
The Board of Directors of the Company has, on recommendation of the Audit Committee, approved the appointment of Shri N. Krishna Kumar, Cost Accountant, Cuddalore (Membership No.27885) for conducting the audit of cost records of the Company pertaining to Inorganic and Organic products manufactured by the Company covered under Central Excise Tariff Heading Chapter Nos. 28 and 29 respectively in compliance with The Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors at their meeting held on 29th May, 2018, has appointed Shri N. Krishna Kumar, Cost Accountant as cost auditor for the Financial Year 2018-19 and necessary filing has been made with the Central Government.
SECRETARIAL AUDIT REPORT
The Board has appointed Ms. Kalyani Srinivasan (Practising Company Secretary, Chennai (C.P. No.3109 & FCS No.5854), to conduct Secretarial Audit for the Financial Year 2017-18, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India.
The Secretarial Audit Report as required under Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is furnished under Annexure - C, does not contain any qualification, reservation or adverse remark.
RISK MANAGEMENT POLICY
The Company has internally constituted a Risk Management Committee to define its roles and responsibilities and laid down the procedure to assess the risk and minimization procedures. The Risk Management includes identifying types of risks and its assessment, risk handling & monitoring and reporting. The Board shall also be responsible for framing, implementing and monitoring the risk management plan for the company. The details of identified risk and mitigation plan would be reviewed by the Committee every quarter and forwarded to the Board with their recommendation, if any, and the same will be reviewed and discussed by the Board in their meeting.
The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report.
POLICIES
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, mandated the formulation of certain policies for all listed entities. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements and are available in the Company''s official website viz., www.tanfac.com.
|
NAME OF POLICY |
Brief description |
Web URL |
|
RELATED PARTY TRANSACTION |
The policy to regulate all transactions between the Company and its Related Parties in compliance with various applicable laws, including under The Companies Act, 2013/SEBI (LODR) Regulations, 2015 |
http://www.tanfac. com/documents/ policy_ Materiality Of Related Party_Transactions.pdf |
|
SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 |
The Policy provides for fair disclosure of unpublished price sensitive information in dealing with securities of the Company. |
documents/policy_sebi. |
|
WHISTLE BLOWER POLICY (VIGIL MECHANISM) |
The Company has established a vigil mechanism for its Directors and Employees to report their genuine concerns or grievances or violation of the Company''s code of conducts and ethics, which will be monitored by the Audit Committee |
|
|
com/documents/policy Whistle Blower.PDF |
||
|
CRITERIA FOR MAKING PAYMENT TO NON EXECUTIVE DIRECTORS |
Except sitting fee for attending Board, Audit Committee and Stakeholders Relationship Committee meetings NO other remuneration paid to Directors. |
http://www.tanfac.com/documents/who non executive_directors.pdf |
|
POLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENT |
This Policy facilitating prompt disclosure of material price sensitive information to the listed Stock Exchange(s) prepared in terms of SEBI (LODR) Regulations, 2015. |
documents/policy_matrl_ event.pdf |
|
POLICY ON ARCHIVAL OF DOCUMENTS |
The policy framed for archival of the Company''s records as required under SEBI (LODR) Regulations, 2015 |
com/documents/policy_ archival_policy.pdf |
|
POLICY ON PRESERVATION OF DOCUMENTS |
The policy deals with retention of documents in permanent nature and not less than eight years after completion of the relevant transactions., |
com/documents/policy_ preservation_Doc.pdf |
rotation and being eligible, offer himself for reappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of your Company have given their certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 1 49
(6) of the Companies Act, 2013. The details of the training and familiarization programmes and the Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the year were in the ordinary course of business and on arm''s length basis. There have been no materially significant related party transactions. None of the directors have any material pecuniary relationships or transactions with the company. Details of related party transactions are disclosed under Annexure ''B'' to the Board''s Report.
DIRECTOR RETIRING BY ROTATION:
In terms of Articles of Association of the Company, Mr. R. Karthikeyan, Director, retires by
The terms and conditions of appointment of Independents Directors, in line with the provisions of Schedule IV of the Companies Act, 201 3 are available in the Company''s official website link viz.. ,
http://www.tanfac.com/documents/who_
appointment_independent_directors.pdf
BOARD EVALUATION:
The evaluation of Board of Directors and the Board, as required under Section 149(8) of The Companies Act, 2013, read with Schedule IV under Chapter VIII were done through selected parameters related to their roles, responsibilities and obligations of the Board and functioning of the Committee.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the key function of the Board of Directors includes -
- To review and guide Corporate Strategy, major Plan of Action, Risk Policy, Annual Budgets & Business Plans, setting Performance Objectives.
- Monitoring the effectiveness of the Company''s governance practices.
- Ensuring the integrity of the Company''s Accounting and Financial Reporting Systems, including the Independent Audit.
- To provide strategic guidance.
- To maintain high ethical standards in the interest of the stakeholders.
- To exercise objective independent judgment on corporate affairs.
Accordingly, the performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Similar evaluation was carried
out by the Committee of the Board of Directors after seeking their inputs.
SEPARATE INDEPENDENT DIRECTORS'' MEETINGS:
The Independent Directors met during the year in the absence of Non-Independent Director and discussed inter alia the performances of Non Independent Directors, Senior Management including Key Managerial persons and the Board as a whole. They have also reviewed the quality, quantity and timeliness of the flow of information between the Company management and the Board for effective and reasonable performance of their duties to comply with Schedule IV of The Companies Act, 2013. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated. Suggestions made by the independent directors were discussed at the Board Meetings and are being implemented.
FAMILIRISATION PROGRAMME:
The Familiarization Programme as required under SEBI (LODR) Regulations, 2015, aims at providing insights into the Company to enable Independent Directors to understand their roles, rights, responsibilities as Directors of the Company, the nature of the industry in which the Company operates, business model of the Company. The details of training programme are provided in the Company''s website under URL -
http://www.tanfac.com/documents/who_
directors_familiarization_programme.pdf
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2017 - 18, the Board met four times and the details of which are given in the Report on Corporate Governance that forms part of this Annual Report. The time gap between two meetings as required under the listing agreement was well within the period.
BOARD COMMITTEES
Presently, the Board has three Committees, viz., Audit Committee, Nomination and Remuneration Committee and, Stakeholders'' Relationship Committee comprising the required combination of Non Independent and Independent Directors. Committee-wise details are furnished in the Report on Corporate Governance section of the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return under Form MGT-9, pursuant to the provisions of Section 92 Read with Rule 12 of the Companies (Management and administration ) Rules, 2014 is furnished in the Annexure - D.
INTERNAL FINANCIAL CONTROL (IFC):
The Internal Financial Control (IFC) stipulates a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The observations by the Internal Auditors and corrective actions thereon are presented at the Audit Committee which also oversees and evaluates the IFC periodically.
The Directors Responsibility Statement required under Section 13(3)(c) of The Companies Act, 201 3, are available elsewhere in the Directors'' Report.
CORPORATE GOVERNANCE:
Your Company is strongly committed towards its philosophy of Corporate Governance. The Corporate Governance Report, along with the Auditors certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with listing agreement with BSE Limited is forming part of the Annual Report.
A Certificate of the CEO and CFO of the Company, in terms of Regulation 17(8) as specified in Part B of Schedule II read with SEBI (LODR) Regulations,
2015, confirming the correctness of the Financial Statements, adequacy of the Internal Control measures and reporting of matters to the Audit Committee, is annexed.
Your Directors are pleased to report that the Company has fully complied with the SEBI guidelines and corporate governance as on Financial Year ended 31st March, 2018 and will continue to comply with the same.
INSURANCE
The Company''s properties, Fixed Assets (including Building, Plant and Machinery & other insurable assets) and Currents Assets (including stock of Raw Materials, Finished Goods, Stores and Spares etc.,) are adequately insured.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the listing agreement with the stock exchanges, the Management''s Discussion and Analysis Report for the year under review has been made & forming part of the Annual Report.
PERSONNEL:
Except sitting fees for attending the Board, Audit Committee and Stakeholders Grievance Committee meetings, no other remuneration is being paid to the Directors.
Pursuant to Section 197(12) of The Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of disclosure of remuneration paid to employee(s) are covered under the specified ceiling of drawing remuneration of ''8.50 Lakhs per month are furnished in Annexure - D.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1 ) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure - D.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The whole-hearted support of employees in the implementation of WCM, IS0-9002 systems and ISO 14001 amply demonstrate the high level of team work, sense of belonging to the organization, and solidarity with the Management.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public during the year and there was no outstanding towards unclaimed deposit payable to depositors as on 31st March, 2018.
RESEARCH AND DEVELOPMENT:
Your company has made the following efforts in Research & Development.
- Out of box thinking approach by the Team improved productivity in HF plant
- Focused approach and continuous improvements in Sulphuric acid plant increased Productivity resulting in reduced average power cost and reduction in consumption norms of Steam.
- Continuous R&D efforts are ongoing to improve Quality of HF Acid for high end application.
- Process improvements were done to reduce consumption norms of Raw Materials in Specialty Fluorides
- Your company is working on improving productivity of IBAP.
- Newly developed technology for purifying the by-product of IBAP process improved profitability.
- Working on Product Quality improvement of Specialty Fluorides.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company is committed to Safety, Health and Environmental Management System and processes.
Your Company in line with ABG Sustainability Frame work implements various Technical and Management standards related to Safety, Health and Environment through Enablon Software.
Your Company has established Training Gallery to conduct Training and enhance Safety awareness among the employees.
Your Company is an Integrated Management System (IMS) Certified by Intertek Certification Limited, UK and in the process of upgrading ISO 9001-2008 for Quality Management System(QMS) and ISO14001-2004 for Environmental Management System(EMS) to revised 2015 standards. IMS also covers 0HSAS18001:2007for Occupational Health and Safety Assessment Series for Safety Management System.
You Company ensures stringent implementation of Safety and Environment Protection measures and the Board has mandated accordingly. Safety visuals, pictorials and sign boards are implemented across the plant areas
Your Company Periodically Conducts Safety Audit and Risk Analysis to monitor risks and to have action plan for countering the risks. Your Directors also periodically visit the factory to review the safety Performance.
Your Company periodically conducts onsite mock drills and actively coordinates with the local Government and other nearby companies.
Your company has entered into an agreement with neighboring companies for mutual sharing of safety resources during mock drill and during emergencies.
Your Company motivates employees, workers and contract workmen through training and retraining on safety aspects and also rewards best performers in Safety & Environmental aspects.
Your company maintains green belt inside and outside of factory premises.
MANAGEMENT POLICY
We at Tanfac Industries Limited are committed to continual improvement of the processes of Management System affecting Quality, Cost, and Delivery along with Environmental Impact to prevent pollution and to comply with requirements of customers and interested parties and public.
SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company has continued its commitment to CSR activities despite not falling under the ambit of section 135 of the Companies Act 2013. Your Company''s CSR initiatives are an integral part of Business policy and aligned with business goals.
CSR is a continuing commitment by business to behave ethically and contribute to economic development of the local community and society at large. Creating value for the society is one of the major initiatives of CSR.
Projects are identified in consultation with the community and arriving their basic needs. Then take to the participatory appraisal process and based on consensus and discussion with the village panchayat, projects are implemented.
Focused areas are Education, Health, Sustainable Livelihood, Infrastructure development and social empowerment. All our CSR activities are carried out under the support and guidelines of Aditya Birla Centre for Community Initiatives and Rural Development. Your company is carrying out its community welfare activities in and around Cuddalore for more than a decade to underserved communities.
Aditya Birla Group''s vision :
âTo actively contribute the social and economic development of the communities in which we operate. In doing so, build a better ,sustainable way of life for weaker sections of society and raise the country''s human development index."
Your company focuses on the specific initiatives which include -
- Girl Child education.
- Education support to nearby schools.
- Downtrodden women empowerment projects
- Health Management including family welfare
- Linking with Government agencies, NGOs and other partners
Implementing activities for upliftment of communities involving government departments, Village panchayats so as to benefit for the society in the specific areas of Education, health, sustainable livelihood and health cater to the needs of Children, women, old aged and physically challenged to the overall development of communities.
Your company motivates and encourages its employees to actively participate in the various community development and CSR activities.
HUMAN RESOURCES DEVELOPMENT:
Human resources play a significant role in your Company''s growth strategy. Your Company believes that its knowledge capital will drive
growth and profitability. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Initiatives like hiring freeze at some levels, robust talent reviews, career development conversations and best-in-class development opportunities will help enhance the employee experience at your Company
Your Company is engaged in a constructive relationship with employees with an emphasis on productivity and efficiency and underlining safe working practices.
As on 31st March, 2018, your Company''s employee strength was 149 employees (previous year 153 employees).
ACKNOWLEDGMENT:
Your Directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks, Government authorities, customers, vendors and members during the year under review.
On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services by the entire TANFAC family, comprising officers, staff and workers.
Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.
For and on behalf of the Board
Chennai (R. KARTHIKEYAN)
9th August, 2018. DIRECTOR
Mar 31, 2016
To The Members,
The Directors are pleased to present the report on the Company''s business operations together with the audited statement of accounts for the financial year ended 31st March, 2016, for your review.
FINANCIAL RESULTS
|
Details |
Year ended 31st March 2016 (Rs. in Crores) |
Year ended 31st March 2015 (Rs. in Crores) |
|
Net sales/Income from Business operations |
129.01 |
117.91 |
|
Other Income |
4.67 |
2.29 |
|
Total Income |
133.68 |
120.20 |
|
Gross Profit / [Loss] after Interest but before, Finance Cost, Depreciation and Taxation |
8.55 |
7.83 |
|
Less: Finance Cost |
7.13 |
9.29 |
|
Less: Depreciation / Impairment / Amortisation |
4.77 |
5.63 |
|
Profit/[Loss] before Taxation |
(3.35) |
(7.09) |
|
Exceptional items/Excess Income Tax provision |
(3.72) |
- |
|
Profit/(Loss) after Exceptional items |
0.38 |
(7.09) |
|
Less: Deferred Tax / (Reversal) |
(0.03) |
(1.32) |
|
Profit/(Loss) after Tax |
0.40 |
(5.77) |
|
Extraordinary items / Insurance claim1 |
- |
(0.48) |
|
Net profit/[Loss] for the period |
0.40 |
(5.29) |
|
Add: Balance brought forward |
(48.89) |
(43.60) |
|
Profit/(Loss) available for appropriation |
(48.49) |
(48.89) |
|
Transferred from General Reserves |
- |
- |
|
Balance Carried forward to Balance Sheet |
(48.49) |
(48.89) |
The Company''s sales performance had increased by 9% at Rs. 129.01 Crores against Rs. 117.91 Crores in the previous year, due to increase in volume of its main products viz., Hydrofluoric Acid, Aluminium Fluroide and Sulphuric Acid. This was despite lower sales realization on account of stiff competition and pass through due to reduction in main raw materials.
Other operating income during the year had doubled at Rs. 4.31 Crores against Rs. 2.01 Crores during the previous year due to increase in conversion charges of IBAP on job work basis and also toll manufacturing of Poly Aluminium Chloride (PAC). PAC plant had started operation from April 2015.
Profit before depreciation, interest and taxation (EBIDTA) was higher at Rs.8.55 Crores during the year, compared to Rs.7.83 crores in the previous year despite adverse factors like higher interest rate due to poor credit rating, drop in sales realization in HF from both domestic and overseas customers due to stiff competition from China. These were offset by gains from reduction in input cost of main raw materials, fuel oil and also tight control on working capital. Infusion of Rs.5 crores in the form of Redeemable Cumulative Non-Convertible Preference Shares at the fag end of the previous financial year and proceeds from sale of vacant freehold land around Rs.4 crores had also helped in reducing the overall debt and the interest burden.
DIVIDEND:
Your Directors have not recommended any dividend for the year 2015-16 on account of accumulated losses and inadequacy of profits during the current year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 2013, unclaimed or unpaid Dividend relating to the financial year 2008-2009 is due for remittance on or before 29.9.2016 to the Investor Education and Protection Fund established by the Central Government.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The ongoing steps taken by the Company to turn around the operations have started yielding results. After incurring continuous losses during the second and third quarters of the financial year, the Company has registered positive Profit after Tax of Rs.0.99 crore during the last quarter of the financial year.
Further, the Company has taken several initiatives to improve its overall operational performance which includes-
- Increase in volume of HF exports to existing and new markets.
- Focus on PV grade DHF and Specialty fluorides
- Tight control on working capital to reduce overall debt.
- Increase the volume of new product developed during previous year.
- Negotiate with its key suppliers for overall reduction in the prices of key raw materials.
- Optimization of regular and contract Manpower.
Your Board of Directors is optimistic about the turnaround of the Company in the coming years.
ALUMINIUM FLUORIDE:
During the year your company had significantly increased the volume of Aluminium Fluoride as it had received increased orders from its long term customers compared to previous year.
Your company has strategically reduced its focus on Aluminium Fluoride due to its lower contribution. However, your company will continue to serve its long term customers.
HF ACID:
The higher gap between supply and demand continues on the entire value chain of HF Acid. The segment growth rate for refrigerant gases, PTFE, Aluminum Fluoride, Stainless Steel, Surface Treatment etc. continued to be low due to tepid demand. Chinese manufacturers take advantage of 10% reduction on export duty on HF, impacting the Indiaâs export market. However, taking advantage of reduction in main raw materials and the oil prices, the company is continuously working on improving the operational efficiency to improve its competitiveness.
EXPORTS:
Export turnover was marginally higher by 3% at Rs.19.27 Crores, as compared to Rs.18.63 crores in the previous year, despite lower off take by overseas customers on account of market demand and stiff competition from China.
Your Company endeavors continuously to increase export revenues in the coming years by expanding the customer base in the current market and penetrating to new markets.
ISOBUTYL ACETOPHENONE (IBAP):
Your Company has successfully revived the IBAP project by adding values to the by-product.
Besides the Company has further improved the IBAP process and achieved targeted input norms of main raw materials and utilities.
MATERIAL CHANGES AND COMMITMENT IF ANY:
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure DA to the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Your Company has not provided any loan (s), guarantee(s) to any person or body corporate and has not made any investment(s) during the year under Section 186 of the Companies Act, 2013.
PUBLIC DEPOSITS
The Company has not accepted any deposits from Public within the meaning of Section 73(1) of The Companies Act, 2013, during the year under review.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Companyâs website at www.tanfac.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
The Company has obtained necessary prior omnibus approval from the Board pertaining to Related Party Transactions which were in the ordinary course of business and on an armDs length basis. All such transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at ArmDs Length are placed before the Audit Committee on a quarterly basis for its review and approval.
AUDITORS & AUDITORS'' REPORT:
M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai (Firm Registration No.105146W) were appointed as Statutory Auditors of the Company by the Members at their Annual General Meeting held on 29th September, 2015.
The Report given by the Auditors on the financial statements of the Company is forms part of the Annual Report. There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
The Company has received a letter from the above auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of The Companies Act, 2013 and that they are not disqualified for reappointment.
The Audit Committee and the Board of Directors of the Company have recommended M/s.Khimji Kunverji & Co., for their appointment as Statutory Auditors of the Company for a term of five consecutive years subject to approval of Members at this Annual General Meeting and further ratification at every subsequent four Annual General Meetings till completing the tenure of appointment.
The necessary resolution for item of business to be transacted is set out in the Notice for the Members approval.
AUDITORSD certificate on corporate GOVERNANCE
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance Certificate on Corporate Governance given by the Statutory Auditors, viz., M/s.Khimji Kunverji & Co., is forming part of the Annual Report.
COST AUDITOR
The Board of Directors of the Company has, on recommendation of the Audit Committee, approved the appointment of Shri N. Krishnakumar, Cost Accountant, Cuddalore (Membership No.27885) for conducting the audit of cost records of the Company pertaining to
Inorganic and Organic products manufactured by the Company covered under Central Excise Tariff Heading Chapter Nos.28 and 29 respectively in compliance with The Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors at their meeting held on 24th May, 2016, have appointed Shri N. Krishnakumar, Cost Accountant as cost auditor for the financial year 2016-2017 and necessary filing has been made with the Central Government.
SECRETARIAL AUDIT REPORT
The Board has appointed Ms. Kalyani Srinivasan (Practicing Company Secretary, Chennai (C.P. No.6047 & FCS No.5854), to conduct Secretarial Audit for the financial year 2015-2016, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India.
The Secretarial Audit Report as required under Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished under Annexure D C, does not contain any qualification, reservation or adverse remark.
RISK MANAGEMENT POLICY
The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report.
POLICIES
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed entities. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements and are available in the Company''s official website viz., www.tanfac.com.
|
Name of Policy |
Brief description |
Web URL |
|
Related Party Transaction |
The policy to regulate all transactions between the Company and its Related Parties in compliance with various applicable laws, including under The Companies Act, 2013/ SEBI (LODR) Regulations, 2015 |
http: / /www.tanfac. com/documents/policy_ Materiality Of Related Party_Transactions.pdf |
|
SEBI (prohibition of Insider Trading) Regulations, 2015 |
The Policy provide for fair disclosure of unpublished price sensitive information in dealing with securities of the Company. |
documents/policy_sebi.pdf |
|
Whistle Blower Policy (vigil mechanism) |
The Company has established a vigil mechanism for its Directors and Employees to report their genuine concerns or grievances or violation of the Company''s code of conducts and ethics, which will be monitored by the Audit Committee |
documents/policy_Whistle_ Blower.PDF |
|
Criteria for making payment to Non Executive Directors |
Except sitting fee for attending Board, Audit Committee and Stakeholders Relationship Committee meetings NO other remuneration paid to Directors. |
http://www.tanfac.com/ documents / w ho non executive_directors.pdf |
|
Policy for determination of materiality of information or event |
This Policy facilitating prompt disclosure of material price sensitive information to the listed Stock Exchange(s) prepared in terms of SEBI (LODR) Regulations, 2015. |
documents/policy_matrl_ event.pdf |
|
Policy on Archival of documents |
The policy framed for archival of the Company''s records as required under SEBI (LODR) Regulations, 2015 |
documents/policy_archival_ policy.pdf |
|
Policy on preservation of documents |
The policy deals with retention of documents in permanent nature and not less than eight years after completion of the relevant transactions. |
http: / /www.tanfac. com/documents/policy_ preservation_Doc.pdf |
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the year were in the ordinary course of business and on arms length basis. There have been NO materially significant related party transactions. None of the directors have any pecuniary relationships or transactions with the company. Details of related party transactions are disclosed under Annexure DB'' to the Boards Report.
INTIMATION TO BIFR
The net worth of the Company for the financial year 2015 - 2016 has eroded by more than 50% of its peak net worth during the immediately preceding four financial years.
As required under the provisions of Section 23(1)(a)(i) of The Sick Industrial Companies (Special Provisions) Act, 1985, your Company will comply with the above provisions within the stipulated time for the financial year ending 31st March, 2016 after the accounts are adopted by the Members at their ensuing Annual General Meeting to be held on 28th September 2016.
The Ministry of Corporate Affairs vide its Notification S.O.1933(E) dated 1st June,
2016, has constituted The National Company Law Tribunal and The National Company Law Appellate Tribunal both with effect from 1st June, 2016. Though the Company Law Board has been replaced by NCLT, Notification pertaining to NCLT subsuming BIFR is awaited. Therefore the company will continue to comply with the existing provision under BIFR.
DIRECTOR RETIRING BY ROTATION:
In terms of Articles of Association of the Company, Shri R. Karthikeyan, Director, retires by rotation and being eligible, offer himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of your Company have given the certificate of independence stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.
The details of the training and familiarization programmes and the Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report.
The terms and conditions of appointment of Independents Directors, in line with the provisions of Schedule IV of the Companies Act, 2013 are available in the Companyâs official URL viz. http://www.tanfac.com/documents/who_ appointment_independent_directors.pdf
REVISED LISTING AGREEMENT
The Securities and Exchange Board of India vide its Extraordinary Notification dated 2nd September, 2015, had formulated SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, replacing the existing listing agreement with effect from 1st December, 2015, with a view to aim to consolidate and streamline the provisions of listing agreement for different segments of capital segments of capital market and hence all listed entities to execute a simplified listing agreement within six month from the effective date. Your Company had executed the said simplified listing agreement with BSE Limited on 15th February, 2016, where the securities are listed.
BOARD EVALUATION:
The evaluation of Board of Directors and the Board, as required under Section 149(8) of The Companies Act, 2013, read with Schedule IV under Chapter VIII were done through selected parameters related to their roles, responsibilities and obligations of the Board and functioning of the Committees.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board shall monitor and review evaluation frame work, which includes, Board dynamics and relationships, information flows, decision making, relationship with Stakeholders, Company performance and strategy, tracking Board and Committees effectiveness and peer evaluation. Accordingly, the performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Similar evaluation was carried out by the Committee of the Board of Directors after seeking their inputs.
SEPARATE INDEPENDENT DIRECTORSD MEETINGS:
The Independent Directors met during the year in the absence of Non-Independent Director and discussed inter alia the performance of Non-Independent Directors and the Board as a whole and the quality, quantity and timeliness of the flow of information between the Company management and the Board for effective and reasonable performance of their duties to comply with Schedule IV of The Companies Act, 2013. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
FAMILIRISATION PROGRAMME:
The Familiarization Programme as required under SEBI (LODR) Regulations, 2015, aims at providing insights into the Company to enable Independent Directors to understand their roles, rights, responsibilities as Directors of the Company, the nature of the industry in which the Company operates, business model of the Company. The details of training programme are provided in the Companyâs website under URLD http://www.tanfac.com/documents/who_ directors_familiarization_programme.pdf
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2015 - 2016, the Board met four times and the details of which are given in the Report on Corporate Governance that forms part of this Annual Report. The time gap between two meetings as required under the listing agreement was well within the period.
BOARD COMMITTEES
Presently, the Board has three Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee, comprising of the required combination of Non Independent and Independent Directors. Committee-wise details are furnished in the Report on Corporate Governance section of the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return under Form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in the Annexure D D.
INTERNAL FINANCIAL CONTROL (IFC):
The Internal Financial Control (IFC) stipulates a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Internal Control systems of the Company comprising of policies and procedures adopted to ensure the orderly and efficient conduct of its business, including adherence to the Company''s Policies, the safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The audit observation by the Internal Auditors and corrective actions thereon are presented at the Audit Committee which also oversees and evaluates the IFC periodically.
The Directors Responsibility Statement as required under Section 134(3)(c) of The Companies Act, 2013, are available elsewhere in the Directors Report.
CORPORATE GOVERNANCE:
Your Company is strongly committed towards its philosophy of Corporate Governance. The Corporate Governance Report, along with the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with listing agreement with BSE Limited is forming part of the Annual Report.
A Certificate of the CEO and CFO of the Company, in terms of Regulation 17(8) as specified in Part B of Schedule II read with SEBI (LODR) Regulations, 2015, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is annexed.
Your Directors are pleased to report that the Company is fully complied with the SEBI guidelines and corporate governance as on financial year ended 31st March, 2016 and continue to comply with the same.
INSURANCE
The Company''s properties of fixed asset, including building, plant and machinery, and insurable assets and currents assets including stock of raw materials, finished goods, stores and spares etc., are adequately insured.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the listing agreement with the stock exchanges, the Management''s Discussion and Analysis Report for the year under review has been made as forming part of the Annual Report.
PERSONNEL:
Except sitting fees for attending the Board, Audit Committee and Stakeholders Grievance Committee meetings, no other remuneration is being paid to the Directors. Shri Lalit Naik, Manager and Director has not drawn any remuneration, including a sitting fee, for attending the Board / Committee meetings.
Further, No employees are coverded under section 197(12) of The Companies Act, 2013 read with rule 5(1) of The Companies (Appointment and Remunerations of Managerial Personnel) Rule 2014, as amended regarding drawing remuneration in excess of the limit as prescribed under the aforesaid rule.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are furnished in Annexure - D.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The whole-hearted support of employees in the implementation of WCM, ISO-9002 systems and ISO 14001 amply demonstrate the high level of team work, sense of belonging to the organization and solidarity with the Management.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a vigil mechanism. Details are posted on the website of the Company.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under and constituted a committee to inquire into complaints of sexual harassment if any and the same will be recommended to the committee for appropriate action. During the year, your company has not received any complaint on sexual harassment.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public during the year and there was no outstanding towards unclaimed deposit payable to depositors as on 31st March, 2016.
RESEARCH AND DEVELOPMENT:
Your company has put the following efforts in Research & Development.
- Development and commercialization of a new product using by-product. This product finds application in sanitation of industrial Processing Equipment, Microbial Control Disinfection and Sanitizing, bleaching and Food preservative industry.
- Last year your Company had developed a new product finding application in water and waste water industry. This year two more grades of same product have been developed, one of which is commercialized.
Continuous R&D efforts are being carried out towards product stability and product quality improvements.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company is committed to Safety, Health and Environmental Management System and processes. Your Company implemented various best practices and initiatives during this year which helped to maintain good safety performance statistics.
Your Company is an Integrated Management System (IMS) certified. This comprises ISO 9001D 2008 for Quality Management System (QMS), ISO 14001-2004 for Environmental Management System (EMS) and OHSAS 18001:2007 for Occupational Health and Safety Assessment Series for Safety Management System by DNV GL AS, India.
We ensure stringent implementation of Safety and Environment Protection measures and the Board has mandated accordingly.
Your Company Periodically Conducts Safety audit and Risk analysis to monitor risks and to have action plan for countering the risks. Your Directors also periodically visit the factory to review the safety Performance.
Your Company motivates employees, workers and contract workmen through training and retraining on safety aspects and also rewards best performers in Safety and Environmental aspects.
Your Company periodically conducts onsite mock drills and actively coordinates with the local Government and other nearby companies for off site emergency mock drill / Mutual Aid.
MANAGEMENT POLICY
We at Tanfac Industries Limited are committed to continual improvement of the processes of Management System affecting Quality, Cost and Delivery along with Environmental Impact to prevent pollution and to comply with requirements of customers and interested parties and public at large.
SUSTAINABLE DEVELOPMENT D COMMUNITY DEVELOPMENT INITIATIVES D CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company has continued its commitment to CSR activities despite not falling under the ambit of section 135 of the Companies act 2013. Your Companyâs CSR initiatives are an integral part of Business policy and aligned with business goals.
CSR is a continuing commitment by business to behave ethically and contribute to economic development of the local community and society at large. Creating value for the society is one of the major initiatives of CSR.
Projects are identified in consultation with the community and arriving their basic needs. After taking to the participatory appraisal process and based on consensus and discussion with the village panchayat, projects are implemented.
CSR focused areas includes Education, Health, Sustainable Livelihood, Infrastructure development and social empowerment. All our CSR activities are carried out under the support and guidelines of Aditya Birla Centre for Community Initiatives and Rural Development. Your company is carrying out its community welfare activities in and around Cuddalore for more than a decade to undeserved communities.
Aditya Birla Group''s vision:
âTo actively contribute the social and economic development of the communities in which we operate. In doing so, build a better, sustainable way of life for weaker sections of society and raise the country''s human development index.â
Your company focuses on the specific initiatives include D
- Girl Child education under Kasturba Gandhi Balika Vidhyalay (KGBV) Scheme.
- Education support to nearby schools.
- Downtrodden women empowerment projects
- Health Management including family welfare
- Identification of Needs
- Linking with Government agencies, NGO''s and other partners
- Implementing activities for upliftment of communities involving government departments, village panchayats so as to benefit for the society in the specific areas of education, health, sustainable livelihood and health to cater the needs of children, women, old aged and physically challenged to the overall development of communities.
HUMAN RESOURCES DEVELOPMENT:
Human resources play a significant role in your Companyâs growth strategy. Your Company believes that its knowledge capital will drive growth and profitability. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Initiatives like hiring freeze at some levels, robust talent reviews, career development conversations and best-in-class development opportunities will help enhance the employee experience at your Company.
Your Company is engaged in a constructive relationship with employees with an emphasis on productivity and efficiency and underlining safe working practices.
As on 31st March, 2016, your Companyâs employee strength was 162 employees (previous year 161 employees).
ACKNOWLEDGEMENT:
Your Directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks, Government authorities, customers, vendors and members during the year under review.
On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services by the entire TANFAC family, comprising officers, staff and workers.
Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.
For and on behalf of the Board
CHAIRMAN
Place: Chennai
Date: 9th August, 2016.
Mar 31, 2015
The Directors are pleased to present the report on the Company's
business operations together with the audited statement of accounts for
the financial year ended 31st March, 2015, for your review:
FINANCIAL RESULTS
[Rs, in Crores]
Year ended Year ended
Details 31st March 2015 31st March 2014
Net Sales/Income from
Business operations 117.91 116.32
Other Income 2.29 1.24
Total Income 120.20 117.56
Profit/ [Loss] after
Interest but before
Depreciation and (1.46) 1.41
Taxation
Less: Depreciation/
Impairment/Amortization 5.63 6.93
Profit/[Loss] before Taxation (7.09) (5.52)
Exceptional items - -
Profit/(Loss) after
Exceptional items (7.09) (5.52)
Less: Deferred Tax
Provision / (Reversal) (1.32) (2.48)
Profit/(Loss) after Tax (5.77) (3.03)
Extraordinary items /
Insurance claim* (0.48) -
Net profit/[Loss]
for the period (5.29) (3.03)
Add: Balance brought forward (43.60) (40.57)
Profit/(Loss) available
for appropriation (48.89) (43.60)
Transferred from General Reserves - -
Balance Carried forward
to Balance Sheet (48.89) (43.60)
* Insurance Claim full and final settlement received against claim for
Business Interruption/Loss of Profit due to natural calamity (cyclone)
on 30th December 2011.
OPERATIONS AND OVERALL PERFORMANCE:
The Company's sales performance was maintained at the previous year's
level, despite continued drop in demand for HF in domestic markets
post-withdrawal of CDM benefits on R22, and stiff competition from
China in the Aluminum Fluoride segment. To turn around
the operations, the Company has taken various steps to improve
operational performance:
(a) Continuous focus on cost reduction
(b) Increasing vendor base and developing alternate sources for its
main raw material, Fluorspar and Sulphur, to reduce input costs.
(c) Improving customer and product mix
(d) Continuously engaging with suppliers of other raw materials and
packing materials for reduction in rates.
(e) Exploring market for HF in Asia Pacific and Europe.
(f) Effective utilization of working capital limits.
Profit before depreciation, interest and taxation (EBIDTA) was Rs, 7.83
crores during the year, compared to Rs, 11.12 crores in the previous
year.
However, factors such as a significant depreciation of the Indian Rupee
against the US Dollar, currency volatility, and higher interest outgo
on working capital limits due to poor credit rating, impacted cash
profits.
DIVIDEND:
As the Company has incurred loss in the current year, your Directors
have not recommended any dividend for the year 2014 - 2015.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The steps taken by the Company to turn around the operations as
enumerated above under the heading Operations and Overall Performance,
have started yielding results. After incurring continuous losses during
the first three quarters of the financial year, the Company has
registered improved performance during the fourth quarter and
registered Profit After Tax (PAT) of Rs, 0.83 crore.
The Company is also taking steps to revive the IBAP plant and increase
its viability by working on value-added products out of by-product
generated during production of IBAP. Your company is also working on
some other value-added products and will continue to focus on moving up
the value chain in specialty products where it can have competitive
advantage and grow sales volumes and margins.
Your Board of Directors is optimistic about the turnaround of the
Company in the coming years.
ALUMINIUM FLUORIDE:
Your Company has strategically reduced the production of Aluminum
Fluoride due to its lower contribution. However, your Company will
continue to service its long-term strategic customers.
HF ACID:
The entire value chain of Fluorspar  Hydrofluoric Acid suffers due to
a wide gap in supply and demand. China, which continues to enjoy the
benefits of backward and forward integration in the value chain, is
competing more aggressively. Capacity shifting is possible in
proximity to Fluorspar sources. The withdrawal of the 10% export duty
by China has added further pressure on the price of the product, both
in the domestic and export markets. However, we are continuously
working on improving the operational parameters in order to increase
margins.
EXPORTS:
Export turnover was higher by 9% at Rs, 18.63 crores, as compared to
Rs, 17.13 crores in the previous year, despite lower off take by
overseas customers on account of market demand and stiff competition
from China.
Your Company endeavors continuously to increase export revenues by
expanding the customer base in new markets.
MATERIAL CHANGES AND COMMITMENT IF ANY:
ISSUE OF PREFERENCE SHARES::
During the year, the Company has issued and allotted 5,00,000 Â 11%
Redeemable Cumulative Non Convertible Preference Shares ('the
Preference Shares") of face value of Rs, 100/- each for cash at par on
private placement basis to M/s. Aditya Birla Chemicals (India) Limited
("ABCIL") for general corporate purposes, and also to meet the ongoing
business requirements of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under
Section 134 (3)(m) of The Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished as Annexure-A to the
Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Your Company has not provided any loan (s), guarantee(s) to any person
or body corporate and has not made any investment(s) during the year
under Section 186 of the Companies Act, 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions which is available on Company's website at
www.tanfac.com. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
The Company has obtained necessary prior omnibus approval from the
Board pertaining to Related Party Transactions, in the ordinary course
of business and on an arm's length basis. All such transactions which
are of repetitive nature and / or entered in the Ordinary Course of
Business and are at arm's Length are placed before the Audit Committee
on a quarterly basis for its review and approval. Details of related
party transactions are made available under Annexure-B.
AUDITORS & AUDITORS' REPORT:
M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai (Firm
Registration No.105146W) were appointed as Statutory Auditors of the
Company by the Members at their Annual General Meeting held on 13th
August, 2014.
The Report given by the Auditors on the Financial Statements of the
Company forms part of the Annual Report. There were no qualifications,
reservations or adverse remarks made by the Auditors in their report.
The Company has received a letter from the above auditors to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 141(3)(g) of The Companies Act, 2013 and that they
are not disqualified for re- appointment.
COST AUDITOR
The Board has appointed Shri N. Krishnakumar, Cost Accountant,
Cuddalore (Membership No.27885) for conducting the audit of cost
records of the Company pertaining to Inorganic and Organic products
manufactured by the Company covered under Central Excise Tariff Heading
Chapter Nos.28 and 29 respectively
SECRETARIAL AUDIT REPORT
The Board has appointed Ms. Kalyani Srinivasan (Practicing Company
Secretary, Chennai (C.P. No.3109 & FCS No.5854), to conduct Secretarial
Audit for the financial year 2014- 2015, which, inter alia, includes
audit of compliance with the Companies Act, 2013, and the Rules made
under the Act, Listing Agreement and Regulations and Guidelines
prescribed by the Securities and Exchange Board of India. The
Secretarial Audit Report furnished under Annexure-C, does not contain
any qualification, reservation or adverse remark.
RISK MANAGEMENT POLICY
The Company has already laid down the
procedure regarding risk assessment and
minimization.
Pursuant to Clause 49(VI) of the revised listing agreement, which was
made effective from 1st October, 2014, the Company has constituted a
Risk Management Committee to define its roles and responsibilities and
laid down the procedure to assess the risk and minimization procedures.
The risk management includes identifying types of risks and its
assessment, risk handling and monitoring and reporting. The Board shall
also be responsible for framing, implementing and monitoring the risk
management plan for the company. The details of identified risk and
mitigation plan would be reviewed by the Committee every quarter and
forwarded to the Board with their recommendation, if any, and the same
will be reviewed and discussed by the Board in their meeting.
DISCLOSURE
AUDIT COMMITTEE AND VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013,
read with Rules 6 and 7 of the Companies (Meetings of the Board and its
Powers) Rules, 2014, the Company has constituted the Audit Committee,
comprising of six Members, including four Independent Directors, viz.,
Shri M.R. Sivaraman, IAS (Retd.), Shri Lalit Naik, Shri V.T. Moorthy,
Shri R. Karthikeyan, Shri Kannan K Unni and Dr. Shankar Narasimhan.
All the recommendations made by the Audit Committee were accepted by
the Board.
Pursuant to Section 177(9) of The Companies Act, 2013 read with Rule 7
of The Companies (Meetings of Board and its Powers) Rules, 2014 and
also as per clause 49(II)(F) of the listing agreement with the stock
exchanges, the Company has established a vigil mechanism in line with
its Group Policy for Directors and Employees to report their genuine
concerns or grievances.
The audit committee would be monitoring the established vigil mechanism
which provide for adequate safeguards against victimization of
employees and directors who avail of the vigil mechanism and also
provide for direct access to the Chairman of the Audit Committee.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In accordance with the Regulations of The SEBI (Prohibition of Insider
Trading) Regulation, 2015, vide its Notification dated 15th January,
2015, effective from 15th May, 2015, the Company has established
systems and procedures for Code of Practices and Procedures for Fair
Disclosure of unpublished price sensitive information and a Code of
Conduct to regulate, monitor and report trading by insiders, which
includes, Directors, Employees and their relatives and other connected
persons to restrict insider trading, on the basis of any unpublished
price sensitive information, available to them by virtue of their
position in the Company.
The objective of this Code is to prevent misuse of any unpublished
price sensitive information and prohibit any insider trading activity,
in order to protect the interest of the shareholders at large. The
details of dealing in Company's shares by the insiders, if any, would
be placed before the Board on a quarterly basis.
The Code of Practices and Procedures for Fair Disclosure of unpublished
price sensitive information is available on the Company's website
www.tanfac.com.
INTIMATION TO BIFR
The Net Worth of the Company for the financial year 2014-2015 has
eroded by more than 50% of its peak Net Worth during the immediately
preceding four financial years.
As required under the provisions of Section 23(1)(a)(i) of The Sick
Industrial Companies (Special Provisions) Act, 1985, your Company,
shall with in a period of 60 days from the date of adoption of accounts
of the Company for the financial 2014-2015 by the members at their
Annual General Meeting to be held on 29.9.2015 report to BIFR under the
specified guideline.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, the Board of Directors has appointed Smt. R.
Rajalakshmi, as an Additional
Director with effect from 24th March, 2015, as required under clause 49
of the equity listing agreement, after recommendation by the Nomination
and Remuneration Committee. The Committee has evaluated her skills,
experience and knowledge to hold office as an Additional Director up to
the date of the forthcoming Annual General Meeting. Being eligible,
Smt. R. Rajalakshmi, offered herself to be appointed as the Independent
Director of your Company and not be liable to retire by rotation. Smt.
R. Rajalakshmi will hold office of Director for a term up to five
consecutive years if approved by the Members at the ensuing Annual
General Meeting as per applicable provisions of the Companies Act, 2013
and Clause 49 of the Equity Listing Agreement.
The following Independent Directors, viz., Shri V.T. Moorthy, Shri M.R.
Sivaraman, IAS(Retd.), Shri T.S. Raghavan and Dr.Shankar Narasimhan are
seeking their re-appointments for a term of five consecutive years upto
March 31, 2020.
The Independent Directors of your Company have given their certificates
of independence, stating that they meet the criteria of independence as
mentioned under Section 149 (6) of the Companies Act, 2013. The details
of the training and familiarization programmes and the Annual Board
Evaluation process for Directors have been provided in the Corporate
Governance Report.
The policy on Director's appointment, including criteria for
determining qualifications, positive attributes and independence of
Director forms part of the Corporate Governance Report of this Annual
Report.
BOARD EVALUATION
The evaluation of Board of Directors and the Board, as required under
Section 149(8) of The Companies Act, 2013, read with Schedule IV under
Chapter VIII and clause 49 of the listing agreement, were done through
selected parameters related to their roles, responsibilities and
obligations of the Board and functioning of the committee. The
evaluation criteria for Directors was based on their participation,
contribution/ guidance and suggestions for improvement, wherever
required, made to the Company. The Board approved the evaluation
results as presented by the Nomination Committee.
SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Independent Directors met during the year in the absence of
Non-Independent Director and discussed inter alia the performance of
Non-Independent Directors and the Board as a whole and the quality,
quantity and timeliness of the flow of information between the Company
management and the Board for effective and reasonable performance of
their duties.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2014-2015, the Board met six times and the
details of which are given in the Report on Corporate Governance that
forms part of the Annual Report. The time gap between two meetings as
required under the listing agreement was well within the period.
BOARD COMMITTEES
Presently, the Board has four Committees, viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship
Committee and Risk Management Committee, comprising of the required
combination of Non Independent and Independent Directors. Committee
wise details are furnished in the Report on Corporate Governance
section of the Annual Report.
ANNUAL RETURN
The details forming part of the extracts of Annual Return under Form
MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of
the Companies (Management and administration) Rules, 2014 is furnished
as an Annexure-D.
RESEARCH AND DEVELOPMENT
Your Company successfully commercialized production of a new product
which finds application in the Water and Waste Water Industry. Your
company is working on the development of two more new products, one
finding application in the sanitation and food preservative industry,
which will be commercialized in financial year 2015-2016, and another
product, a Sulphuric Acid derivative which finds applications in the
textiles, water treatment and food industries
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE)
Your Company is committed to sound Safety Health and Environmental
Management Systems and processes and has implemented various best
practices during the year, which helped to maintain its good safety
record.
Your Company is Integrated Management System (IMS) certified. This
comprises ISO 9001Â2008 for Quality Management System (QMS), ISO
14001-2004 for Environment Management, System (EMS) & OHSAS 18001:2007
for Occupational Health, and Safety Assessment Series for Safety
Management System by DNV GL AS, India.
We ensure that economic considerations do not compromise safety and
environment protection measures and the Board has mandated accordingly.
We are constantly working to reduce the use of corrosive material,
conserve energy and water, reduce chemical consumption, and recycle
water and process wastes.
Your Company regularly updates its safety and risk management
processes, conducts safety audits, and carries out HAZOP study for
existing and new projects. Your Directors also periodically visit the
factory to review the safety arrangements. Their suggestions are
implemented systematically.
Your Company motivates employees, workers and contract workmen, through
training on aspects related to safety, and by rewarding the best
performers in the area of safety and environment.
As recommended by the Members of the Audit Committee, the Company takes
continuous measures towards structural and foundation rehabilitation
work and takes corrective action wherever necessary for further
strengthening safety features of the plants, for safe operations.
Your Company periodically conducts on-site mock drills and actively
coordinates with the local government and other nearby companies for
off- site emergency mock drills and mutual aid.
MANAGEMENT POLICY
We, at Tanfac Industries Limited, are committed to continual
improvement of the processes affecting quality, cost, and delivery, and
also the environment, in order to prevent pollution and to comply with
the requirements of customers, interested parties and the public
MANAGEMENT OBJECTIVE
Your Company's Management Policy entails:
- Meeting customer needs and expectations.
- Compliance with all applicable environmental regulations and other
related requirements.
- Continuous improvement of Quality Management System (QMS) and
Environmental Management System (EMS) through monitoring of performance
indicators, identifying and updating environmental aspects,
implementing management programmes, and pollution prevention.
- Establishing and reviewing management objectives at functional level,
to meet contemporary requirements for improvement of the management
system.
- Elimination of waste and conservation raw materials, energy and
water.
- Involvement of staff in order to bring about a better work
environment and culture.
- To provide value for money to our customers through continuous up
gradation of technology and enhancing productivity through
benchmarking.
- Maintaining a safe and healthy work environment.
- Minimize customer complaints and improve customer perception /
feedback.
- Communicate the policy to all persons working for or on behalf of the
organization.
- To take all safety measures as mandated by law and by the Board.
- The Environment Management Cell ensures effective implementation of
the policy.
Your management allocates all necessary resources on a priority basis.
CORPORATE GOVERNANCE
Your Company is strongly committed towards its philosophy of Corporate
Governance. The Company has already constituted a Committee of
Directors to assist the Board in good Corporate Governance. Your
Company affairs are managed in a fair manner. The Corporate Governance
Report, along with the Auditors certificate regarding compliance of the
conditions of the Corporate Governance as stipulated in Clause 49 of
the Listing Agreement of the Stock Exchange, is attached herewith.
A Certificate of the CEO and CFO of the Company, in terms of sub-clause
(IX) of Clause 49 of Listing Agreement, inter alia, confirming the
correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee, is
also annexed.
Your Directors are pleased to report that the Company is fully complied
with the SEBI guidelines and corporate governance as on financial year
ended 31st March, 2015 and continue to comply with the same.
INSURANCE
The Company's properties of fixed asset, including building, plant and
machinery, and insurable assets and currents assets including stock of
raw materials, finished goods, stores and spares etc., are adequately
insured.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As required under clause 49(VIII)(D) of the listing agreement with the
stock exchanges, the Management's Discussion and Analysis Report for
the year under review has been made as forming part of the Annual
Report.
PERSONNEL
Pursuant to Section 197(12) of The Companies Act, 2013, read with Rule
5(2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the details of disclosure of remuneration are
not applicable to the Company as no employees are covered under the
specified ceiling of drawing remuneration of Rs, 5 Lakhs per month.
Except sitting fees for attending the Board, Audit Committee and
Stakeholders Relationship Committee meetings, no other remuneration is
being paid to the Directors. Shri Lalit Naik, Manager and Director has
not drawn any remuneration, including sitting fees, for attending the
Board/Committee meetings.
Details pertaining to remuneration as required under Section 197(12) of
The Companies Act, 2013 read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
furnished forms part of the annual report.
INDUSTRIAL RELATIONS
Employee relations continued to be cordial throughout the year. The
whole-hearted support of employees in the implementation of WCM,
ISO-9002 systems, and ISO 14001 amply demonstrate the high level of
team work, sense of belonging to the organization, and solidarity with
the Management.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public during the
year and there was no outstanding towards unclaimed deposit payable to
depositors as on 31st March, 2015.
SUSTAINABLE DEVELOPMENT Â COMMUNITY DEVELOPMENT INITIATIVES Â CORPORATE
SOCIAL RESPONSIBILITY (CSR):
CSR is a continuing commitment by business to behave ethically and
contribute to economic development, while improving the quality of life
of the workforce and their families, as well as of the local community
and the society at large.
Your company has continued its commitment to CSR activities despite
continuous losses. Your Company's CSR initiatives are an integral part
of overall business policy and aligned with its business goals.
Projects are identified in a participatory manner, in consultation with
the community, literally sitting with them and gauging their basic
needs. We take recourse to the participatory rural appraisal mapping
process. Subsequently, based on a consensus and in discussion with the
village panchayats and other influential's, the projects are
prioritized.
Arising from this, the focus areas that have emerged are education,
health care, sustainable livelihood, infrastructure development, and
espousing of social causes. All our community projects are carried out
under the aegis of The Aditya Birla Centre for Community Initiatives
and Rural Development.
Your Company is carrying out its community welfare activities in and
around Cuddalore for more than a decade. Your Company has been reaching
out to under-served communities under the aegis of The Aditya Birla
Centre for Community Initiatives and Rural Development. This has
entailed transcending business interests and grappling with the
"Quality of Life" challenges the poor face, and working to make a
meaningful difference to them.
Our Group vision is:
"To actively contribute to the social and economic development of the
communities in which we operate. In so doing, build a better,
sustainable way of life for the weaker sections of society and raise
the country's human development index."
Your Company's focus areas include education, health care, sustainable
livelihood, infrastructure development and espousing social causes. The
specific initiatives include:
- Girl child education under Kasturba Gandhi Balika Vidyalaya (KGBV)
Scheme
- Health - including Family Welfare and Total Health (Disease)
Management
- Child/Women Empowerment Projects
- Need Assessment
- Identification of funding sources and opportunities
- Link up with Government agencies, NGO's and other potential partners
- Implementation of community upliftment projects involving government
authorities, village Panchayats and end beneficiaries in specific areas
of social development, such as health, education, water management,
etc. The projects also cater to the needs of children, women,
adolescents, the physically challenged, and to the overall development
of villages and communities.
OTHER DISCLOSURES
- There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations
- Your Company has not issued any shares with differential voting.
- There was no revision in the financial statements.
- Your Company has not issued any sweat equity shares.
- During the year your Company has not received any complaints under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
HUMAN RESOURCES DEVELOPMENT:
Your Company is widely acclaimed for its people development practices
and has reinforced its position in this area. This, coupled with the
ability to attract best talent, provides a competitive edge to the
organization. Business priorities are aligned with the aspirations of
employees, culminating in the development of an empowered and
responsive human capital.
Our work environment encourages innovation and creativity and promotes
a culture that facilitates entrepreneurial activity within the
organization, while adhering to Group values. Your Company has been
investing in progressive employee relations practices to build
capability at the grass root level. Employees are motivated through
various skill development, engagement and volunteering programs, for
their continuous performance improvement.
ACKNOWLEDGEMENT:
Your Directors wish to express their appreciation for the continued
assistance and cooperation of the consortium banks, Government
authorities, customers, vendors and members during the year under
review.
On behalf of the Directors and all shareholders, I would like to place
on record my sincere appreciation of the committed services by the
entire TANFAC family, comprising officers, staff and workers.
Finally, I look forward to your continued understanding and support in
taking your Company forward in these challenging times.
For and on behalf of the Board
Chennai (LALIT NAIK)
10.8.2015 DIRECTOR
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 40th Annual Report along with
the Audited Accounts of your Company for the financial year ended 31st
March 2014 for your review.
FINANCIAL RESULTS
[Rs. in Crores]
Year ended Year ended
Details 31st March 31st March
2014 2013
Turnover 116.32 143.42
Gross Profit/ [Loss]
after Interest but 0.31 12.51
before Depreciation
and Taxation
Less: Depreciation
and Impairment 5.83 9.38
Profit/[Loss] before
Taxation (5.52) (21.88)
Exceptional items/
Excess Income Tax
provision - (3.82)
Profit/(Loss) after
Exceptional items (5.52) (18.06)
Less: Deferred Tax/
(Reversal) (2.48) (4.04)
Profit/(Loss) after
Tax (3.03) (14.02)
Extraordinary items/
Insurance claim - (2.67)
Net profit/[Loss] for
the period (3.03) (11.35)
Add: Balance
brought forward (40.57) (29.22)
Profit/(Loss)
available for
appropriation (43.60) (40.57)
Transferred from
General Reserves
Balance Carried
forward to Balance
Sheet (43.60) (40.57)
OPERATIONS AND OVERALL PERFORMANCE:
The Company''s sales performance was impacted due to the continued
sluggishness in the key end user segments of Hydrofluoric Acid and
stiff competition from China in Aluminium Fluoride segment. Despite
this 19% drop in sales, the Company had improved its operational
performance due to the following efforts by the management :
(a) Continuous improvements in operational parameters like consumption
norms of raw materials and utilities
(b) Continuous focus on cost reduction
(c) Developing alternate sources for its main raw material Fluorspar
from Thailand and Kenya to take advantage of competition and reduce
dependence on China
(d) Improved customer and product mix
(e) Continuously engaging with suppliers of other raw materials for
reduction in rates compared to market price.
(f) Tight control on Working Capital
These factors helped in achieving Profit Before Depreciation, Interest
and Tax (PBDIT) of Rs. 10.02 crores during the year compared to a loss of
X 0.95 crore during the previous year.
However, significant depreciation of Indian Rupee against US Dollar and
also its volatility in Foreign Currency market, higher interest outgo
on working capital limits due to poor credit rating impacted the cash
profit. Profit before Depreciation and Tax (PBDT) during the year was X
0.31 crores against a loss of X 12.50 Crores during the previous year.
DIVIDEND:
As the Company has incurred a loss in the current year, your Directors
have not recommended any dividend for the year 2013-2014.
FUTURE OUTLOOK:
The Company is considering moving to new-generation products using the
existing infrastructure to ensure its future growth. Your Company will
continue to focus on moving up the value chain in speciality products
where it can have a competitive advantage and grow sales volumes and
margins.
For optimum utilisation of its Isobutyl Acetophenone (IBAP) plant, your
Company has signed a Memorandum of Understanding (MoU) with an
interested party for producing IBAP on a long term conversion basis.
Your Board of Directors is optimistic on the turn around of the Company
in coming years.
ALUMINIUM FLUORIDE:
Your Company has strategically reduced the production of Aluminium
Fluoride due to its lower contribution. However, your Company will
continue to service its long term strategic customers.
HF ACID:
Sluggish demand continued in key end user segments of Hydrofluoric Acid
- Refrigerant gases, Fluoro polymers and stainless steel leading to
under utilisation of its HF capacity.
EXPORTS:
The Export turnover was higher by 10% at Rs. 17.13 crores as compared to
Rs. 15.64 cores in the previous year despite lower off take by its
overseas customers given the market demand and stiff competition from
China.
Your Company endeavors continuously to increase export revenue by
expanding its customer base in new countries.
RESEARCH AND DEVELOPMENT:
Your Company successfully carried out pilot trials of a product which
finds application in Water and Waste Water Industry. This product will
be commercially launched this year. Additionally, the Company is in the
process of developing few more products which find application in
various segments like the Textiles, Pulp and Paper and the Chemical
Industries.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company is committed to follow Safety, Health and Environmental
Management System and process.
A report on Safety, Health and Environmental Management System and
Process is already forming part of the Management Discussion and
Analysis.
RESIGNATION OF DIRECTOR
Shri M.S. Shanmugam, IAS, Director of the Company, representing TIDCO
has been transferred to Tamil Nadu Health System Project as Project
Director. Consequent to this, Tamilnadu Industrial Development
Corporation Limited (TIDCO) vide its letter No.71/SECT/2014 dated 13th
March, 2014 has forwarded the letter of resignation by Shri M.S.
Shanmugam, IAS as Director of the Company. The Board of Directors of
the Company at their meeting held on 29th May, 2014, accepted the
resignation and recorded the appreciation of the valuable services
rendered by Shri M.S. Shanmugam, IAS, during his tenure as Director of
the Company.
RETIREMENT BY ROTATION:
In terms of Articles of Association of the Company, Shri Kannan K Unni,
Director, retires by rotation and being eligible, offer himself for
re-appointment. As required under Clause 49 (IV) (G) of the Listing
Agreement of the Stock Exchanges, the relevant details of Directors
retiring by rotation and seeking re-appointment at the ensuing Annual
General Meeting are given in the annexure to the notice of the Annual
General Meeting. The Company has received the Notice in writing along
with the requisite deposit from a Member proposing Shri Kannan K Unni
for appointment as an Independent Director as per Section 149(4) of The
Companies Act, 2013.
The Company has received declarations from all the Independent
Directors of the Company. These confirm that they meet with the
criteria of independence as prescribed both under Section 149(6) of The
Companies Act, 2013 and under clause 49 of the listing agreement with
the Stock Exchanges by the Company.
COMPANY SECRETARY
The Company had appointed a full time Company Secretary on 1st
February, 2013 as required under the provision contained in The
Companies Act, 1956. Due to personal reason, he has resigned from the
services of the Company as Company Secretary with effect from 3rd
January, 2014.
In the absence of the Company Secretary, the financial statements have
not been authenticated by a whole time Company Secretary under section
215 of the Companies Act 1956 and under the new provision of Section
134 of The Companies Act, 2013.
The Company''s CFO has been authorised by the Board as Compliance
Officer and he acts as Secretary to the Audit Committee/ Investors
Relation Committee, complying with the requirements under the Companies
Act and listing agreement with the Stock Exchanges until the
appointment of full time Company Secretary. He also assists the Board
in the conduct of the affairs of the Company, facilitate the convening
of meetings and attends the Board, Committee and General Meetings.
The Company is taking continuous efforts to appoint a full time Company
Secretary in line with the provision of section 203 of The Companies
Act 2013.
CORPORATE GOVERNANCE:
Your Company is strongly committed Corporate Governance. The Company
has already constituted Committees of Directors to assist the Board in
good Corporate Governance. The Corporate Governance Report along with
the Auditors certificate regarding compliance of the conditions of the
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement of the Stock Exchange is attached herewith.
A Certificate of the CEO and CFO of the Company in terms of
sub-clause(v) of Clause 49 of Listing Agreement, inter alia, confirming
the correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee, is
also annexed.
Your Directors are pleased to report that the Company has fully
complied with the SEBI guidelines and corporate governance as on the
financial year ended 31st March, 2014 and continued to comply with the
same.
The Ministry of Corporate Affairs has made a majority of the provisions
of the Companies Act, 2013 effective from 1st April, 2014. The new act
is a positive step towards strengthening the corporate governance
regime in the country.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
As required under clause 49 of the listing agreement with the stock
exchanges, Management''s Discussion and Analysis Report for the year
under review forms part of the Annual Report.
AUDITORS & AUDITORS'' REPORT:
M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, the
Statutory Auditors of the Company, hold office till the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received a letter from the above auditors to the effect
that their re- appointment, if made, would be within the prescribed
limits under Section 141(3)(g) of The Companies Act, 2013 and that they
are not disqualified for re-appointment.
COST AUDITOR
The Company has filed the cost audit report for the financial year
2012-2013 under Form I -XBRL with the Ministry of Corporate Affairs
within the stipulated time of 180 days from the end of the financial
year.
Pursuant to the directions of the Central Government under the
provisions of Section 233B of The Companies Act, 1956, Shri N.
Krishnakumar, Cost Accountant, Cuddalore (Membership No.27885) has been
appointed to conduct an audit of the cost accounts for the financial
year 2013-2014 pertaining to Inorganic and Organic products
manufactured by the Company covered under Central Excise Tariff Heading
Chapter Nos.28 and 29 respectively, as notified by the Central
Government vide its Order F.No.52/26/CAB-2010 dated 24th January, 2012
and such other amendments thereto by the Government from time to time
and necessary forms have been filed.
INTIMATION TO BIFR
The net worth of the Company for the financial year 2013-2014 has
eroded by more than 50% of its peak net worth during the immediately
preceding four financial years.
As required under the provisions of Section 23(1)(a)(i) of The Sick
Industrial Companies (Special Provisions) Act, 1985, your Company will
comply with the above provisions within the stipulated time for the
financial year ending 31st March, 2014 after the accounts are adopted
by the Members at their ensuing Annual General Meeting to be held on
13th August, 2014.
PARTICULARS OF EMPLOYEES:
The details of employees drawing remuneration, requiring disclosures
under Section 217(2A) of The Companies Act, 1956, read with The
Companies (Particulars of Employees) Rules, 1975, as amended, shall be
made available to the Shareholders on his/ her specific request to the
Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217 (1) (e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement containing the particulars relating
to conservation of energy, research and development and technology
absorption is annexed.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The
whole-hearted support of employees in the implementation of WCM,
ISO-9002 systems and ISO 14001 amply demonstrates team work and a sense
of belongingness with the organization and solidarity with your
Management.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the Public during the
year. There was no outstanding towards unclaimed deposit payable to
depositors as on 31st March, 2014.
SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE
SOCIAL RESPONSIBILITY (CSR) :
Corporate Social Responsibility (CSR) is a continuing commitment by
business to behave ethically and contribute to the economic development
while improving the quality of life of the workforce and their families
as well as of the local community and the society at large.
Though your Company does not fall under the ambit of Section 135 of the
Companies Act 2013, it continues to commit itself to the tenets of CSR
through the active support and guidance of the Aditya Birla Centre for
Community Initiatives and Rural Development. Its CSR initiatives are an
integral part of overall business policy and aligned with its business
goals.
Projects are identified in a participatory manner, in consultation with
the community, literally sitting with them and gauging their basic
needs. Projects are prioritized based on consensus arising out of
discussions with the Village Panchayats and other influential person.
Your Company is carrying out its community welfare activities in and
around Cuddalore for more than a decade, reaching out to underserved
communities under the aegis of The Aditya Birla Centre for Community
Initiatives and Rural Development. This entails transcending business
interests and grappling with the "Quality of Life" challenges the poor
face and working towards making a meaningful difference to them.
Our Group vision is:
"To actively contribute to the social and economic development of the
communities in which we operate. In so doing, build a better,
sustainable way of life for the weaker sections of society and raise
the country''s human development index."
Your Company''s focus areas include education, health care, sustainable
livelihood, infrastructure development and espousing social causes.
- Girl child education under Kasturba Gandhi Balika Vidyalaya (KGBV)
Scheme
- Health - including Family Welfare and Total Health (Disease)
Management
- Child/Women Empowerment Projects
- Need Assessment
- Identification of funding sources and opportunities
- Link up with Government agencies, NGO''s and other potential partners
- Implementation of Community Upliftment Projects involving government
authorities, Village Panchayat and the end beneficiaries in specific
areas of social development, such as health, education, water
management, etc., to cater to the needs of children, women,
adolescents, and the physically challenged, as also to contribute to
the overall development of villages/community.
HUMAN RESOURCES DEVELOPMENT:
Your Company is widely acclaimed for its people development practices
and has reinforced its position in this area. This, coupled with the
ability to attract best talent, provides a competitive edge to the
organization. So business priorities are aligned with the aspirations
of employees, culminating in the development of an empowered and
responsive human capital. Our work environment encourages innovation
and creativity and promotes a culture that facilitates entrepreneurial
activity within the organization and adhering to group values. Your
Company has been investing in progressive employee relations practices
to build capability at the grass root level. Regular programs are held
to enhance the knowledge, skill and performance commitment of the
employees for continual performance improvement.
ACKNOWLEDGEMENT:
Your Directors wish to express their appreciation for the continued
assistance and cooperation rendered by the consortium banks, Government
authorities, customers, vendors and members during the year under
review.
On behalf of the Directors and all of you Shareholders, I would like to
place on record my sincere appreciation of the committed services by
the entire TANFAC family consisting of officers, staff and workers.
Finally, I look forward to your continued understanding and support in
taking your Company forward in these challenging times.
For and on behalf of the Board
Chennai
29.5.2014 CHAIRMAN
Mar 31, 2013
The Directors are pleased to present the 39th Annual Report along with
the Audited Accounts of your Company for the financial year ended 31st
March 2013 for your review.
FINANCIAL RESULTS
[Rs.in Crores]
Year ended Year ended
Details 31st March 31st March
2013 2012
Turnover 143.42 146.36
Gross Profit/ [Loss]
after Interest but (12.51) 11.14
before Depreciation
and Taxation
Less: Depreciation
and Impairment 9.38 5.99
Profit/[Loss] before
Taxation (21.88) (17.13)
Exceptional items/
Excess Income Tax
provision (3.82)
Profit/(Loss) after
Exceptional items (18.06) (17.13)
Less: Deferred Tax
/ (Reversal) (4.04) 2.54
Profit/(Loss) after
Tax 14.02 (19.68)
Extraordinary items
/ Insurance claim (2.67) 4.42
Net profit/[Loss] for
the period (11.35) (24.10)
Add: Balance
brought forward (29.22) (5.12)
Profit/(Loss) available
for appropriation (40.57) (29.22)
Transferred from General Reserves
Balance Carried
forward to Balance
Sheet (40.57) (29.22)
OPERATIONS AND OVERALL PERFORMANCE:
During the year under review Sales Turnover has decreased to Rs.143.42
Crores against Rs.146.36 crores in the previous year which is marginally
lower at 2% on account of sluggish demand.
Your Company has suffered loss after interest but before depreciation
and taxation at Rs.12.51 Crores as against Rs. 11.14 Crores in the
previous year due to continued sluggish demand in key end user
segments of Hydrofluoric Acid and stiff competition from China in
Aluminium Fluoride segment leading to lower sales volumes and
higher interest outgo.
DIVIDEND:
As the Company has incurred loss in the current year, your Directors
have not recommended any dividend for the year 2012-2013.
FUTURE OUTLOOK:
Due to sluggish demand in current business segments, the Company is
considering moving to new generation products using the existing
infrastructure to ensure its growth in the future. The Company does
not have the required technology, know-how and experience in these new
generation products. Further technology for these new products is not
easily available.
The Company, is therefore, approaching existing players in these new
lines of business for a possible tie up or any other suitable
arrangement(s) which is mutually acceptable, in the overall interest of
the company.
Your Company will continue to focus on moving up value chain in
speciality products where we can have competitive advantage and grow
our sales volumes and margins.
Your Board of Directors are optimistic on the turn around of the
Company in coming years.
ALUMINIUM FLUORIDE:
Your Company has strategically reduced the production of Aluminium
Fluoride due to its lower contribution. However, your Company will
continue to service its long term strategic customers.
HF ACID:
Sluggish demand continued in key end user segments of Hydrofluoric Acid
- Refrigerant gases, Fluoro polymers and stainless steel leading to
under utilisation of HF capacity.
EXPORTS:
Export turnover was lower by 39% at Rs. 15.64 crores as compared to Rs.
25.58 cores in the previous year due to lower off take by overseas
customer on account of market demand and stiff competition from China.
Your Company endeavors continuously to increase export revenue by
expanding customer base in new geographies.
RESEARCH AND DEVELOPMENT:
Your Company successfully commercialised new products which are Pharma
and Agrochemical intermediate. Also the Company is in process of
developing another few products which finds application in agrochemical
industry.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company is committed to following Safety, Health and Environmental
Management System and Process.
Your Company is Integrated Management System certified. This comprises
ISO 14001- 2004 for Environment Management System Standards,
Occupational Health and Safety Assessment Series (OHSAS) 18001:2007 for
Safety and ISO 9001 - 2008 for Quality Management by Det Norske VERITAS
(DNV) India.
We ensure that economic considerations do not compromise Safety and
Environment Protection measures. Identifying activities that offer
scope for conserving energy, water, reduce chemical consumption norms
and recycling water and waste in process are ongoing initiatives.
Your Company continuously updates its safety management and risk
management processes to carry out HAZOP study for the existing and new
projects. Accordingly Safety Management programmes are implemented.
Your Company motivates employees, workers and contract workmen through
training and retraining on safety aspects and also rewards best
performers.
As recommended by the Members of the Audit Committee, the Company has
involved external consultants to assess the structural safety of the
plants after cyclone ''Thane''. The Company had carried out structural
and foundation rehabilitation work in Anhydrous Hydrofluoric Acid and
Aluminium Fluoride plant and taken corrective action wherever necessary
for further strengthening safety features of the plants for safe
operations.
Your Company carries out safety management programmes to upgrade safety
standards. Your Company periodically conducts onsite mock drills and
actively coordinates with the local government and other nearby
companies for off site emergency mock drill.
RETIREMENT BY ROTATION:
Shri A.K. Agarwala, Shri M.R. Sivaraman, IAS (Retd.) and Dr. Shankar
Narasimhan, retire by rotation and being eligible, offer themselves for
re-appointment.
CORPORATE GOVERNANCE:
Your Company is strongly committed towards its philosophy of Corporate
Governance. The Company has already constituted Committees of Directors
to assist the Board in good Corporate Governance. The Corporate
Governance Report along with the Auditors certificate regarding
compliance of the conditions of the Corporate Governance as stipulated
in Clause 49 of the Listing Agreement of the Stock Exchange is attached
herewith.
AUDITORS & AUDITORS'' REPORT:
M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, the Auditors
of the Company retire at the conclusion of this Meeting and are
eligible for re-appointment.
The observations made in the auditors'' report are self-explanatory and
therefore do not call for any further comments under Section 217 (3) of
the Companies Act, 1956.
COST AUDITOR
The Company has filed the cost audit report for the financial year
2011-2012 under Form I -XBRL with the Ministry of Corporate Affairs
within the stipulated time of 180 days from the end of the financial
year.
Pursuant to the directions of the Central Government under the
provisions of Section 233B of The Companies Act, 1956, Shri N.
Krishnakumar, Cost Accountant, Cuddalore (Membership No.27885) has been
appointed to conduct an audit of the cost accounts for the financial
year 2012-2013 pertaining to Inorganic and Organic products
manufactured by the Company covered under Central Excise Tariff Heading
Chapter Nos.28 and 29 respectively, as notified by the Central
Government vide its Order F.No.52/26/CAB-2010 dated 24th January, 2012
and such other amendment thereto by the Government from time to time
and necessary forms have been filed.
INTIMATION TO BIFR
The networth of the Company for the financial year 2012-13 has eroded
by more than 50% of its peak networth during the immediately preceding
four financial years.
As required under the provisions of Section 23(1)(a)(i) of The Sick
Industrial Companies (Special Provisions) Act, 1985, your Company will
comply with the above provisions within the stipulated time for the
financial year ending 31st March 2013 after the accounts are adopted by
the Members at their ensuing Annual General Meeting to be held on 12th
September, 2013.
PARTICULARS OF EMPLOYEES:
The details of employees drawing remuneration, requiring disclosures
under Section 217(2A) of The Companies Act, 1956, shall be made
available to the Shareholders on his/ her specific request.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217 (1) (e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement containing the particulars relating
to conservation of energy, research and development and technology
absorption is annexed.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The
whole-hearted support of employees in the implementation of WCM,
ISO-9002 systems and ISO 14001 amply demonstrates team work and a sense
of belongingness with the organization and solidarity with your
Management.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the Public during the
year within the meaning of Section 58-A of The Companies Act, 1956.
SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE
SOCIAL RESPONSIBILITY (CSR):
CSR is a continuing commitment by business to behave ethically and
contribute to the economic development while improving the quality of
life of the workforce and their families as well as of the local
community and the society at large.
Your Company''s CSR initiatives are an integral part of overall business
policy and aligned with its business goals.
Your Company is carrying out its community welfare activities in and
around Cuddalore for more than a decade, reaching out to underserved
communities. This entails transcending business interests and grappling
with the "Quality of Life" challenges the poor face and working towards
making a meaningful difference to them.
Our Group vision is:
"To actively contribute to the social and economic development of the
communities in which we operate. In so doing, build a better,
sustainable way of life for the weaker sections of society and raise
the country''s human development index."
Your Company''s focus areas include education, health care, sustainable
livelihood, infrastructure development and espousing social causes.
- Girl child education under Kasturba Gandhi Balika Vidyalaya (KGBV)
Scheme
- Health - including Family Welfare and Total Health (Disease)
Management
- Child/Women Empowerment Projects
- Need Assessment
- Identification of funding sources and opportunities
- Link up with Government agencies, NGO''s and other potential partners
- Implementation of Community Upliftment Projects involving government
authorities, Village Panchayat and the end beneficiaries in specific
areas of social development, such as health, education, water
management, etc., to cater to the needs of children, women,
adolescents, and the physically challenged, as also to contribute to
the overall development of villages/community.
HUMAN RESOURCES DEVELOPMENT:
Your Company believes that our people give us our competitive edge. So
business priorities are aligned with the aspirations of employees,
culminating in the development of an empowered and responsive human
capital. Our work environment encourages innovation and creativity and
promotes a culture that facilitates entrepreneurial activity within the
organization and adhering to group values. Regular programs are held to
enhance the knowledge, skill and performance commitment of the
employees for continual performance improvement.
ACKNOWLEDGEMENT:
Your Directors wish to thank the Government of India, Government of
Tamilnadu, and the Banks for their guidance, help and support.
On behalf of the Directors and all of you Shareholders, I would like to
record my sincere appreciation of the commitment of the entire TANFAC
family consisting of officers, staff and workers.
Finally, I look forward to your continued understanding and support in
taking your Company forward in these challenging times.
For and on behalf of the Board
Chennai
31.07.2013 CHAIRMAN
Mar 31, 2012
The Directors are pleased to present the 38th Annual Report along with
the Audited Accounts of your Company for the financial year ended 31st
March 2012 for your review.
FINANCIAL RESULTS
[Rs in Crores]
Details Year ended Year ended
31st March 31st March
2012 2011
Turnover 146.35 152.43
Gross Profit/ [Loss] after Interest but
before Depreciation and Taxation [11.14] 7.68
Less: Depreciation 5.99 5.37
Profit/[Loss] After [17.13] 2.31
Depreciation
Less: Provision for Taxation - Current Tax - -
Extraordinary items 4.42 -
Net Profit / [Loss] after [21.55] 2.31
Extraordinary items
Less: Deferred Tax / 2.54 [0.68]
Reversal
Net profit/[Loss] for the (24.10) 2.99
period
Add: Balance brought forward (5.12) (8.11)
Profit/(Loss) available for (29.22) (5.12)
appropriation
Transferred from General Reserves - 0.58
Proposed dividend
- (Current Year: NIL - Previous year:
Rs 0.50 per Equity Share) - 0.50
Dividend Tax on Equity Shares - 0.08
Balance Carried forward to Balance Sheet (29.22) (5.12)
OPERATIONS AND OVERALL PERFORMANCE
During the year under review the Sales Turnover at Rs146.35 Crores is
lower against Rs152.43 crores in the previous year which is marginally
lower at 4% on account of loss of production due to cyclone "Thane".
Your Company has suffered loss before depreciation, interest and
taxation at Rs 11.14 Crores as against profit of Rs 7.68 Crores.
YOUR COMPANY'S OPERATIONS HAVE BEEN IMPACTED BY:
- The slow down in demand for Hydrofluoric Acid and Aluminium
Fluoride leading to a lower margin.
- Severe damage of Plant and Machinery due to the cyclone 'Thane',
resulting in the shut down of the plants for more than 30 days.
- Foreign Exchange losses because of highly volatile Indian Rupee.
- Higher Interest charge, given the increase in interest rates and
higher working capital requirements.
DIVIDEND:
As the Company has incurred a loss in the current year, your Directors
have not recommended any dividend for the year 2011-2012.
FUTURE OUTLOOK:
The economic slow-down in the global economy as also in India has
adversely affected most of the sectors of the economy. As a
manufacturer, your Company's working is closely linked to the
development and growth of its customers. The Company continued to face
stiff competition from China in most of its products. Our strategy
would be to spread the risk of products across various geographies. We
will continue to focus on moving up the value chain in speciality
products where we can have a competitive advantage and grow our sales
volumes and margins.
Your Company has taken a number of initiatives to reduce the cost of
production which should enable it to compete effectively with Chinese
products and increase sales volumes and margins. Your Board of
Directors are optimistic on the turnaround of the Company in 2012-13.
ALUMINIUM FLUORIDE:
Your Company has reduced the production of Aluminium Fluoride due to
its lower contribution. However, your Company will continue to service
its long term strategic customers.
HF ACID:
Your Company is a dominant player in the Hydrofluoric Acid [HF] market
and will continue to maintain its dominant position by increasing
volumes in future.
EXPORTS:
The export turnover fell by 23% at Rs 25.58 crores as compared to Rs
33.06 cores in the previous year as the off take by overseas customers
was much less on account of market demand.
Your Company endeavors continuously to increase its export revenue by
expanding customer base in new geographies.
IMPACT ON CYCLONE "THANE" :
Cyclone "Thane" struck Cuddalore in the early hours of 30th December,
2011. Your Company's proactive measures ensured that there was no
injury to any person in the plant as also there were no leakages thus
avoiding any impact on the environment inside or outside the factory
premises. The damage to property and material are covered by insurance.
The insurance claim is under process.
RESEARCH AND DEVELOPMENT:
Your company's R&D all has developed two new products during the year,
which are drug and agrochemical intermediates. A sample of these
products has been approved by multinational companies and the process
of commercialization is under way.
Your company had improved upon the process of Specialty Organic
Chemical whose quality is well accepted, it is now exploring the
possibility of a tie up with interested parties for continuous
production so as to improve the throughput and yield.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company is committed to following Safety, Health and Environmental
Management System and process.
Your Company is Integrated Management System certified. This comprises
ISO 14001-2004 for Environment Management System Standards,
Occupational Health and Safety Assessment Series (OHSAS) 18001:2007 for
Safety and ISO 9001 - 2008 for Quality Management by Det Norske VERITAS
(DNV) India.
We ensure that economic considerations do not compromise Safety and
Environment Protection measures. Identifying activities that offer
scope for conserving energy, water, reduce chemical consumption norms
and recycling water and waste in process are ongoing initiatives.
Your Company continuously updates its safety management and risk
management processes to carry out HAZOP study for the existing and new
projects. Accordingly Safety Management programmes are implemented.
Your Company motivates employees, workers and contract workmen through
training and retraining on safety aspects and also rewards best
performers.
Your Company carries out safety management programmes to upgrade safety
standards. Your Company periodically conducts onsite mock drills and
actively coordinates with the local government and other nearby
companies for off site emergency mock drill.
DIRECTORS:
TIDCO has nominated Shri M.S. Shanmugam, IAS, as Director of the
Company in place of Selvi Apoorva, IAS, with effect from 6th August,
2011. TIDCO has withdrawn the nomination of Shri B. Elangovan as
Director with effect from 22nd August, 2011. Dr. Pragnya Ram has
resigned from the Board as Director with effect from 22nd August, 2011.
Your Company has received a Notice under Section 257 of The Companies
Act, 1956, from a Member of the Company proposing the appointment of
Shri M.S. Shanmugam, IAS, as Director in the forthcoming Annual General
Meeting.
RETIREMENT BY ROTATION:
Shri V.T. Moorthy and Shri T.S. Raghavan, retire by rotation and being
eligible, offer themselves for re-appointment.
CORPORATE GOVERNANCE:
Your Company is committed to ensuring the highest standards of
Corporate Governance. The Company has already constituted Committees of
Directors to assist the Board in good Corporate Governance. The
Corporate Governance Report along with the Auditors certificate
regarding compliance of the conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement of the Stock Exchange
is attached herewith.
APPOINTMENT OF COMPANY SECRETARY:
Mr. D.M. Thiyagesh, had resigned from the services of the Company as
"Company Secretary" with effect from 17th September, 2011. The Company
is in the process of appointing a full time Company Secretary under the
provision of Section 383A of the Companies Act 1956. In the absence of
the Company Secretary, financial statements have not been authenticated
by a whole time company secretary under section 215 of the Companies
Act 1956.
To comply with the statutory requirements in time, the Board had
authorized its CFO to act as "Compliance Officer" with effect from
1st October, 2011, untill the appointment of Company Secretary. He will
monitor the share transfer process, redressel of investors grievance,
compliance of statutory compliances with the listed Stock Exchanges,
SEBI, Registrar of Companies and other statutory requirements under The
Companies Act, 1956. The Compliance Officer has also acted as Secretary
to the Audit Committee.
AUDITORS & AUDITORS' REPORT:
M/s.Khimji Kunverji & Co., Chartered Accountants, Mumbai, the Auditors
of the Company retire at the conclusion of this Meeting and are
eligible for re-appointment.
The observations made in the auditors' report are self-explanatory and
therefore do not call for any further comments under Section 217 (3) of
the Companies Act, 1956.
COST AUDITOR
The Company has filed the cost audit report for the financial year
2010-2011 under prescribed form with the Ministry of Corporate Affairs
on 24.9.2011, within the stipulated time of 180 days from the end of
the financial year. Pursuant to the directions of the Central
Government under the provisions of Section 233B of The Companies Act,
1956, in respect of the audit of cost records of the Company for our
Sulphuric Acid product, Shri V. Gopalakrishnan, Cost Accountant, has
been appointed as Cost Auditor for the financial year ended 31.3.2012
and necessary forms have been filed by both the Company and Cost
Accountant, Shri V. Gopalakrishnan, for his appointment.
PARTICULARS OF EMPLOYEES:
The details of employees drawing remuneration, requiring disclosures
under Section 217(2A) of The Companies Act, 1956, shall be made
available to the Shareholders on his/ her specific request.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 217 (1) (e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement containing the particulars relating
to conservation of energy, research and development and technology
absorption is annexed.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The
whole-hearted support of employees in the implementation of WCM,
ISO-9002 systems and ISO 14001 amply demonstrates team work and a sense
of belongingness with the organization and solidarity with your
Management.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the Public during the
year within the meaning of Section 58-A of The Companies Act, 1956.
SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE
SOCIAL RESPONSIBILITY (CSR):
Your Company's CSR initiatives are an integral part of overall business
policy and aligned with its business goals.
Your Company is carrying out its community welfare activities in and
around Cuddalore for more than a decade, reaching out to underserved
communities. This entails transcending business interests and grappling
with the "Quality of Life" challenges the poor face and working
towards making a meaningful difference to them.
Our Group vision is:
"To actively contribute to the social and economic development of the
communities in which we operate. In so doing, build a better,
sustainable way of life for the weaker sections of society and raise
the country's human development index."
Your Company's focus areas include education, health care, sustainable
livelihood, infrastructure development and espousing social causes.
- Girl child education under Kasturba Gandhi Balika Vidyalaya (KGBV)
Scheme
- Health - includeing Family Welfare and Total Health (Disease)
Management
- Child/Women Empowerment Projects
- Need Assessment
- Identification of funding sources and opportunities
- Link up with Government agencies, NGO's and other potential
partners
- Implementation of Community Upliftment Projects involving
government authorities, Village Panchayat and the end beneficiaries in
specific areas of social development, such as health, education, water
management, etc., to cater to the needs of children, women,
adolescents, and the physically challenged, as also to contribute to
the overall development of villages/community.
As a part of CSR initiatives, your Company has taken welfare measures
by providing basic amenities in and around villages of the factory
premises which have badly affected by "Thane" cyclone, which crossed
coastal area of Cuddalore on 30th December, 2011.
HUMAN RESOURCES DEVELOPMENT:
Your Company believes that our people give us our competitive edge. So
business priorities are aligned with the aspirations of employees,
culminating in the development of an empowered and responsive human
capital. Our work environment encourages innovation and creativity and
promotes a culture that facilitates entrepreneurial activity within the
organization and adhering to group values. Regular programs are held to
enhance the knowledge, skill and performance commitment of the
employees for continual performance improvement.
Directors' Responsibility Statement u/s 217 (2AA) of the companies Act,
1956 as amended.
Your Directors would like to inform its members that the audited
accounts containing the financial statements for the financial year
2011 - 2012 are in full conformity with the requirement of the Act.
They believe that the financial statements reflect fairly the form and
substance of transactions carried out during the year and reasonably
present the company's financial conditions and results of operations.
Your Directors further confirm that:
i) in the preparation of annual accounts, applicable accounting
standards have been followed;
ii) the accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the company at the end of the financial
year;
iii) Proper and sufficient care has been taken 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;
iv) The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your Directors wish to thank the Government of India, Government of
Tamilnadu, and the Banks for their guidance, help and support.
On behalf of the Directors and all of you Shareholders, I would like to
record my sincere appreciation of the commitment of the entire TANFAC
family consisting of officers, staff and workers.
Finally, I look forward to your continued understanding and support in
taking your Company forward in these challenging times.
For and on behalf of the Board
Chennai
29.05.2012 CHAIRMAN
Mar 31, 2010
The Directors are pleased to present the 36th Annual Report along with
the Audited Accounts of your Company for the financial year ended 31st
March 2010 for your review.
FINANCIAL RESULTS
[Rs. in Crores]
Details Year ended Year ended
31st March 31st March
2010 2009
Turnover 147.90 216.69
Gross Profit [Loss] after
Interest but before
Depreciation and
Taxation [6.22] 5.52
Less: Depreciation 5.23 3.97
Profit/[Loss] After _
Depreciation [11.45] 1.55
Less: Provision for Taxation
- Current Tax - 0.15
- Fringe Benefit Tax - 0.17
Net Profit / [Loss] [11.45] 1.23
Less: Deferred Tax [1.67] 0.43
Net profit/[Loss] after tax [9.78] 0.80
Add: Balance brought
forward 1.67 2.03
Profit available for
appropriation [8.11] 2.83
Less: General reserve
Proposed dividend
- (Current year : Rs.NIL
Previous year: Re. IZ-
per Equity Share (10%) - 1.00
Dividend Tax on Equity
Shares - 0.16
Balance Carried forward
to Balance Sheet [8.11] 1.67
OPERATIONS AND OVERALL PERFORMANCE:
Your Company has sales turnover at Rs. 147.90 Crores is lower by 32%
compared to the previous year mainly due to lower sales volume of
Aluminum Fluoride, Specialty Fluorides as well as lower realization in
most of the products.
Your Companys performance has been constrained due to -
- A steep drop in demand for Aluminum Fluoride and realization
- Lower demand for specialty fluorides
- Poor realization for Sulphuric Acid
- Technical difficulties relating to new organic products being
implemented
- Provisions on account of past liabilities treated as contingent
liability earlier
Your company however increased the sales volume of Hydrofluoric Acid to
counter lower volumes of Aluminum Fluoride.
Your company suffered a gross loss after interest but before
depreciation and taxation of Rs. 6.22 Crores against a gross profit of
Rs. 5.52 Crores in the previous year. After providing for depreciation
and reversal of deferred tax, your companys net loss stands at Rs.
9.78 Crores as against a profit of Rs.0.80 Crore in the previous year.
DIVIDEND:
As the Company did not record any profit, your Directors have not
recommended any dividend for the year.
FUTURE OUTLOOK:
The effect of the economic slow down continued during the first half of
the year. We are witnessing some improvement in the latter part of the
year. The Company continued to face stiff competition from China in
most of its products. Our strategy would be to increase the volumes of
higher contributing products and optimize production of products which
are giving very low or insignificant contribution. We will continue to
focus on moving up the value chain in the speciality products where we
can have competitive advantage and grow our sales volumes and margins.
We are exploring new markets for our products as well as working on
various cost reduction initiatives which will give benefits during the
year 2010-11. This will also enable us to move on the growth path and
utilize our capacities to the fullest extent. By working on our
strengths and improving on some of our weakness, we trust that the
outlook for the financial year 2010-11 will be better than the
financial year 2009-10.
ALUMINIUM FLUORIDE:
Your Company continues to maintain its leadership position in the
Aluminium Fluoride sector in India. Volumes during 2010-11 will depend
on price levels and competition from China.
HF ACID:
Your Company is the dominant player in the Hydrofluoric Acid (HF)
segment as well. Sustained efforts are on to enter into new markets and
grow the volume.
EXPORTS:
During the year under review, export turnover was lower at Rs.39.51
Crores as compared to Rs.71.05 Crores in the previous year registering
a decrease of 44% which was mainly due to lower realization.
Your companys constant endeavors is to increase its export revenue.
RESEARCH AND DEVELOPMENT:
Your Company is working in close coordination with Aditya Birla Science
and Technology Company Limited [ABSTCL]. They cater to the research and
development needs of the Aditya Birla Group, by providing laboratory
and scale-up facilities, modelling and simulation areas, recognised by
The Department of Scientific & Industrial Research (DSIR), to enhance
the R&D capabilities, new product introduction and to reduce dependance
on imported technology.
SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):
Your Company is committed to Safety, Health and Environmental
Management System.
Your Company was primarily responsible for conducting Off-Site
Emergency mock drills during July, 2009 in coordination with The
District Collectorate, Inspector of Factories and National Disaster
Management Authority [NDMA].
Your Company is certified Occupational Health and Safety Assessment
Series (OHSAS) 18001:2007 and re-certified for ISO 9001 - 2000 and ISO
14001 - 2004 environment Management System Standards by Det Norske
VERITAS (DNV) India. Your Company engaged M/s. Chilworth Safety & Risk
Management Pvt Ltd., U.K., to conduct risk monitoring behavior based
safety to eliminate unsafe activities completely.
We ensure that economic considerations do not compromise Safety and
Environment Protection measures. Identifying activities that offer
scope for conserving energy, water, reduce chemical consumption norms
and recycling water and waste in process, are ongoing initiatives.
Your Company continuously updates safety management and risk management
to carry out Hazop study for the existing and new projects.
Accordingly safety Management programmes are implemented.
Your Company motivates employees, workers and contract workmen through
training and retraining on safety aspects and also rewards best
performers.
Your Company carries out safety management programmes to upgrade safety
standards. Your Company periodically conducts onsite mock drills and
actively coordinates with local government / other nearby companies for
off site emergency mock drill.
DIRECTORS:
TIDCO has nominated Selvi Apoorva, IAS, as Director of the Company with
effect from 14th May, 2010. TIDCO has withdrawn Shri P. Sivasankaran,
IAS, as Chairman and Director of the Company w.e.f. form 23rd October
2009. TIDCO has withdrawn the nomination of Shri S.J. Chiru, IAS, as
Director with effect from 23rd October, 2009 and in his place Shri B.
Elangovan has been appointed.
Your Company has appointed Shri Lalit Naik as Director of the Company
and has accepted the resignation of Shri K.K. Maheshwari with effect
from 22nd January, 2010,
Your Company has received Notices under Section 257 of The Companies
Act, 1956, from Members of the Company proposing the appointment of
Selvi Apoorva, IAS, Shri B. Elangovan and Shri Lalit Naik, in the
forthcoming Annual General Meeting.
RETIREMENT BY ROTATION:
Shri A.K. Agarwala, Shri M.R. Sivaraman, IAS [Retd.] and Dr. Shankar
Narasimhan, retire by rotation and being eligible, offer themselves for
re-appointment.
CORPORATE GOVERNANCE:
Your Company is strongly committed to Corporate Governance. The Company
has already constituted Committees of Directors to assist the Board in
ensuring good Corporate Governance. The Corporate Governance Report
along with the Auditors certificate regarding compliance of the
conditions of the Corporate Governance as stipulated in Clause 49 of
the Listing Agreement of the Stock Exchange, is attached;
AUDITORS REPORT:
M/s. Bhaskaran & Krishnan and M/s. Singhi & Co., Chartered Accountants,
Chennai, the Auditors of the Company retire at the conclusion of this
Meeting and are eligible for re-appointment.
The observations made in the auditors report are self-explanatory and
therefore do not call for any further comments under Section 217 (3) of
the Companies Act, 1956.
COST AUDITOR:
Pursuant to the directions of the Central Government under the
provisions of Section 233B of The Companies Act, 1956, in respect of
the audit of cost records of the Company for our
Sulphuric Acid product, Shri V. Gopalakrishnan, Cost Accountant, has
been appointed as Cost Auditor for the financial year ended 31.3.2010.
The Company has submitted the cost audit report for the financial year
2008-2009 to the Central Government in time.
PARTICULARS OF EMPLOYEES:
The details of employees drawing remuneration, requiring disclosures
under Section 217(2A) of The Companies Act, 1956, shall be made
available to the Shareholders on his/ her specific request.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under Section 217 (1) (e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, a statement containing the particulars relating
to conservation of energy, research and development and technology
absorption is annexed.
INDUSTRIAL RELATIONS:
Employee relations continued to be cordial throughout the year. The
whole-hearted support of employees in the implementation of WCM, ISO-
9002 systems and ISO 14001 amply demonstrate team work and a sense of
belongingness with the organization and solidarity with your
Management.
PUBLIC DEPOSIT:
The Company has not accepted any deposits from the Public during the
year within the meaning of Section 58-A of The Companies Act, 1956.
SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE
SOCIAL RESPONSIBILITY (CSR):
Your Companys CSR initiatives are an integral part of overall business
policy and aligned with its business goals. Your Company also motivates
employees for voluntary effort for social development and evolves a
system of need assessment and impact assessment while undertaking CSR
initiatives.
Your Company is carrying out its community welfare activities in and
around Cuddalore for more than a decade, reaching out to underserved
communities. This entails transcending business interests and grappling
with the "Quality of Life" challenges, that the poor face and working
towards making a meaningful difference to them.
OUR GROUP VISION IS:
"To actively contribute to the social and economic development of the
communities in which we operate. In so doing, build a better,
sustainable way of life for the weaker sections of society and raise
the countrys human development index."
Your Companys focus areas include education, health care, sustainable
livelihood, infrastructure development and espousing social causes.
- Health - including Family Welfare and Total Health (Disease)
Management
- Child/Women Empowerment Projects
- Need Assessment
- Identification of funding sources and opportunities
- Link up with Government agencies, NGOs and other potential partners
- Implementation of Community Upliftment Projects involving government
authorities, village panchayat and the end beneficiaries in specific
areas of social development, such as health, education, water
management, etc., to cater to the needs of children, women,
adolescents, and the physically challenged, as also to contribute to
the overall development of villages/community.
HUMAN RESOURCES DEVELOPMENT:
Your Company believes that our people give us our competitive edge. So
business priorities are aligned with the aspirations of employees,
culminating in the development of an empowered and responsive human
capital. Our work environment encourages innovation and creativity and
promotes a culture that facilitates entrepreneurial activity within the
organization. Regular programs are held to enhance the competencies
and skill set of the employees for the performance improvement.
ACKNOWLEDGEMENT:
Your Directors wish to thank the Government of India, Government of
Tamilnadu, and the Banks for their guidance, help and support.
On behalf of the Directors and all of you Shareholders, I would like to
record my sincere appreciation of the commitment of the entire TANFAC
family consisting of officers, staff and workers.
Finally, I look forward to your continued understanding and support in
taking your Company forward in these challenging times.
For and on behalf of the Board
Chennai CHAIRMAN
14.05.2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Tanfac Industries Ltd.
-
Tanfac Industries Ltd. Tools
- Bulk Deals
-
Tanfac Industries Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
- NSE Price History
-
Tanfac Industries Ltd. Key Financial Ratios
- Ratios
-
Tanfac Industries Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Tanfac Industries Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Tanfac Industries Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Tanfac Industries Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+