Directors Report of TECIL Chemicals & Hydro Power Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the Seventy eighth Annual Report together with the Audited Financial
Statements for the year ended 31^st March, 2025. The Management Discussion and Analysis has also been
incorporated into this report.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

As per the requirements of Section 134 of the Companies Act, 2013 read with Rule 8(5)(i) of Companies
(Accounts) Rules, 2014, your Company''s financial performance during the year 2024-25, as compared to that
of the previous year 2023-24, is summarized below: -

Particulars	Standalone
	31/03/2025	31/03/2024
Revenue from operations	-	-
-Other Income	0.01	-
Total Revenue	0.01	-
Profit/Loss before Tax and Depreciation	(36.34)	(39.01)
Less: Interest	-	-
Less: Depreciation	2.40	2.52
Exceptional Income	-	-
Profit/Loss after Depreciation but before Tax	(38.74)	(41.53)
Less:Tax Expenses	-	-
Profit/Loss after Tax	(38.74)	(41.53)
Total Comprehensive Income	-	-
Earnings PerShare (Nominal Value of Share Rs. 10/-) Basic & Diluted	(0.20)	(0.22)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY

The Company has not been carrying any manufacturing operations since last few years. The Company is taken
over by Mr. Varghese Kurian after execution of share purchase agreement and completion of open offer as per
the requirements of SEBI (Substantial Acquisition of shares and Takeovers) Regulations, 2015. Our Company
has altered the object clause of the Company in the Extra-ordinary General meeting held on 23rd February,
2018 to include new objects in the line of tourism and hospitality industry. Pursuant to the application of
revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the
suspension from trading of security of the Company w.e.f. March 29, 2023. The commencements of new
activities are pending for approval from the Department of Revenue, Government of Kerala.

3. OUTLOOK OPPORTUNITIES AND THREATS

The Company under its new management has plans to start an industrial and recreational park at the existing
land of the Company at Chingavanam, Kottayam, Kerala comprising of hotel, hospital, shopping complex etc.

4. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of
India Limited. Both Stock Exchanges has revoked the suspension from trading of security of the Company
w.e.f. March 29, 2023 and trading on both exchanges.

5. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 18,96,37,000. During the year under review, the
Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DIVIDEND

Due to loss, the Directors of the Company do not recommend any dividend for the year.

7. TRANSFER TO RESERVES

YourCompany has not transferred any amount to Reserves during the financial year under review.

8. CREDIT RATING

The Company has not been carrying any manufacturing operations since last few years.

9. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

There are no subsidiaries, associates and joint venture companies.

10. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate with the size of the
Company and the same were operating effectively throughout the year. To maintain its objectivity and
independence, the IA Department evaluates the efficacy and adequacy of internal control system, its
compliance with operating systems and policies of the Company and accounting procedures at all locations of
the Company.

Based on the report of IA function, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented
to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and
complexity of its operations. The Company has policies and procedures in place of ensuring proper and efficient
conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and timely preparation of reliable financial information.
Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Mr. Suresh, Chartered
Accountant, Kochi as Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act,
2013, In orderto ensure orderly and efficient conduct of the business, safeguard the assets, ensure the accuracy
and completeness of the accounting records and timely preparation of reliable financial information and
financial statements, the Company has put in place adequate Internal Financial Controls procedures. Adequacy
and effectiveness of the Internal Financial Controls of the Company are validated on annual basis by the Audit
Committee based on the report submitted by the Statutory Auditors.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT.

There have been no material changes and commitments, which affect the financial position of the company
which have occurred between the end of the financial year to which the financial statements relate and the
date of this Report.

IB. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review, Mr. Jeeben Varghese Kurian, Whole-time Director and CEO (DIN : 06750117)
retire by rotation and being eligible and offered himself for the reappointment.

Thp Dirpr1rir<: nfthpCnmnanva^nn 31^st march 7075 mpntinnpH hp I nw

SI No.	Name of Director	DIN no.	Category
1	Varghese Kurian	01114947	Managing Director
2	Lizhyamma Kurian	01114716	Executive Director
3	Shaji Kalladayil Mathew	01866682	Executive Director
4	Jeeben Varghese Kurian	06750117	Executive Director and CEO
5	BijuThundil Madhavan	03621324	Independent Director
6	Puthuparambil Parameswaran Pillai Vijayakumar	06907566	Independent Director
7	Prameswaran Radhakrishnan Nair	06907573	Independent Director
8	Prem Kumar Sankara Panicker	03232333	Independent Director

14. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their
email addresses with the Company to enable the Company to deliver notices /documents through e-mail.

Shareholders holding their shares in demat mode also have an option to register / update their email
addresses, KYC and Bank details with their depository, through their depository participant.

15. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals and Hydro Power
Limited, state in respect of Financial Year 2024-25 that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in
place and were adequate and operating effectively.

16. INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board. They bring to bear their
expertise and experience on the deliberations of the Board. This enriches the decision-making process at the
Board with different point of view and experiences and prevents conflict of interest in the decision-making
process. The appointment of Independent Director is carried out in a structured manner. The Nomination and
Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to
consideration the diversity of the Board. The Independent Directors have been appointed for a fixed tenure of
five years from their respective dates of appointment. None of the Independent Directors serves as
"Independent Directors" in more than seven listed entities. During the year under review, the Independent
Directors met on 12^th November 2024 inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the
Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent
Directors were present throughout the Meeting. They expressed views on the business transacted at the
Meetings and the openness with which the Management discussed various subject matters on the agenda
of the meetings. Their suggestions were discussed at the Board Meeting and are being implemented to
ensure a more robust interaction at the Board level.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015) forfulfilment of their responsibilities in a professional and faithful
manner and to promote confidence of the investment community, particularly Minority Shareholders and
regulators of the Company.

18. INDUCTION PROGRAMMEE FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION PROGRAMMEE FOR
INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction program for new Directors and ongoing familiarization with respect to the
business/working of the Company for all Directors is a major contribution for meaningful Board Level
deliberations and sound business decisions. At the time of appointing a Director, a formal letter of appointment
is given to him/her which, inter alia, explains his/her role, function, duties and responsibilities and the Board''s
expectations from him/her as a Director of the Company. The Director is also explained in detail about the
compliances required from him/her underthe Act, SEBI Regulations and other relevant regulations and his/her
affirmation has been taken with respect to the same. The details of such familiarization programmes are
provided on the website of the Company and can be accessed at www.tecilchemicals.com

A Presentation is also shared with Directors giving an overarching perspective of the industry, organizational
set-up of the Company, the functioning of various divisions/departments, the Company''s market in which it
operates governance and internal control process and other relevant information pertaining to the Company''s
business. The above initiatives help the Directors to understand the Company, its business and the regulatory
framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director
of the Company.

19. DIRECTORS APPOINTMNET AND NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive, non-executive and independent directors to
maintain the independence of the Board, and separate its functions of governance and management. As of
March 31, 2025, the Board has eight members, four of whom were executive or whole-time directors and four
were independent directors. The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management and their
remuneration policy including the criteria for determining qualifications, positive attributes, independence of
a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and
Regulation 19(4) read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, and the same has been hosted
on the Company''s Website www.tecilchemicals.com

20. CHANGE IN THE NATURE OF BUSINESS

The Company has not been carrying any manufacturing operations since last few years.

21. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had three committees: the Audit Committee, the Nomination and
Remuneration Committee and the Stakeholder''s Relationship Committee. A detailed note on the composition
of the Board and its committees is provided in the Corporate Governance Report.

22. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. There were Four (4) Board
Meetings, Forty Eight (48) Stakeholders Relationship Committee Meetings and Four (5) Audit Committee
Meetings and Three (3) meeting of Nomination and Remuneration Committee convened and held during the
year. The details of which are given in the Corporate Governance Report. The intervening gap between the
Meetings was within the period as prescribed under the Companies Act, 2013 and Secretarial Standards

	Board Meetings H	eld During the Year
Sr no.	Dates on which the Board Meeting	Total Strength of the	No. of Directors
	was held	Board	Present
1	21.05.2024	8	7
2	08.08.2024	8	7
3	12.11.2024	8	5
4	12.02.2025	8	7

Nomination and Remuneration Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	11.04.2024	3	3
2	24.07.2024	3	3
3	28.01.2025	3	3

Audit Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	21.05.2024	3	3
2	08.08.2024	3	3
3	12.11.2024	3	3
4	12.02.2025	3	3
5	04.03.2025	3	3

Stakeholders Relationship Committee Meetings Held During the Year
Sr no.	Dates on which the Committee	Total Strength of the	No. of Members
	Meeting was held	Committee	Present
1	11.04.2024	3	3
2	25.04.2024	3	3
3	02.05.2024	3	3
4	09.05.2024	3	3
5	10.05.2024	3	3
6	16.05.2024	3	3
7	24.05.2024	3	3
8	30.05.2024	3	3
9	06.06.2024	3	3
10	13.06.2024	3	3
11	20.06.2024	3	3
12	27.06.2024	3	3
13	04.07.2024	3	3
14	09.07.2024	3	3
15	10.07.2024	3	3
16	12.07.2024	3	3
17	18.07.2024	3	3
18	23.07.2024	3	3
19	25.07.2024	3	3
20	08.08.2024	3	3
21	13.08.2024	3	3
22	16.08.2024	3	3
23	23.08.2024	3	3
24	27.08.2024	3	3
25	30.08.2024	3	3
26	12.09.2024	3	3
27	13.09.2024	3	3
28	18.09.2024	3	3
29	27.09.2024	3	3
30	10.10.2024	3	3
31	25.10.2024	3	3
32	08.11.2024	3	3
33	14.11.2024	3	3
34	15.11.2024	3	3
35	21.11.2024	3	3
36	25.11.2024	3	3
37	14.12.2024	3	3
38	17.12.2024	3	3

39	18.12.2024	3	3
40	19.12.2024	3	3
41	27.12.2024	3	3
42	09.01.2025	3	3
43	21.01.2025	3	3
44	24.01.2025	3	3
45	07.02.2025	3	3
46	05.03.2025	3	3
47	21.03.2025	3	3
48	27.03.2025	3	3

Separate Independent Directors Meeting:

A separate meeting of the Independent Directors without the presence of Non- Independent Directors and
members of management had taken place on 12^th November,2024 at the corporate Office of the Company
located at Kochi in which the Independent Directors had appreciated the performance of the Executive Directors
and the Board as a whole. They also concluded that the Board as a collective body is also performing satisfactorily
and the flow of information between the Company''s Management and the Board in terms of quality, quantity
and timeliness is satisfactory.

23. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to Financial Statements provided in this Annual Report.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings
and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy
of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors)
Rules, 1988 have been Annexed herewith as "Annexure A" with Board''s Report.

25. EXTRACT OF ANNUAL RETURN

Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the
website of the Company and can be accessed at the company''s website in https://www.tecilchemicals.com/

Path: Investor Relations- Annual Return under Section 92 of the Companies Act 2013

26. STATUTORY AUDITOR

M/s. S R Pai & Co., Chartered Accountants, (FRN: 010793S) Ernakulam were re-appointed as Statutory Auditors
of the Company in the Annual General Meeting of the Company held on 30th September, 2022 to hold office
until the conclusion of the 82^nd AGM relating for another term of 5 years.

27. INDEPENDENT AUDITOR''S REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications
on the accounts of the Company.

28. SECRETARIAL AUDITOR

The Secretarial Audit Report and Secretarial compliance report on the Secretarial and Legal compliances of the
Company forthe FY 2024-25 issued by CS Harikrishnan R, Practicing CompanySecretary, Trivandrum is enclosed
as "Annexure-C" and forms part of Director''s Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at the meeting held on 26^th May,
2025 had appointed M/s. JMACS & Associates, Practicing Company Secretaries, Coimbatore
(FRN:P2004TN005200) holding peer review certificate No. 1166/2021 as the Secretarial Auditors in terms of
Regulation 24A(1A) of SEBI( Listing Obligation and Disclosure Requirements) Regulations, 2015 subject to the
approval of members at this Annual General Meeting for a period of 5 consecutive years from FY 2025-26 to FY
2029-30 (till the conclusion of 85^th AGM) to undertake the Secretarial Audit of the Company.

29. ANNUALSECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI
Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly
signed by CS. Harikrishnan R, Practicing Company Secretary, Trivandrum has been submitted to the Stock
Exchanges and is annexed to this Board''s Report.

30. INTERNALAUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules,
2014, the Board of Directors on recommendation of Audit Committee appointed Mr.MK Suresh, Chartered
Account, Kochi has been appointed as the Internal Auditor for the Financial Year 2024-25.

31. MAINTENANCE OF COSTRECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of
the Companies Act 2013 is not applicable to the Company.

32. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the
Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder -

1. Mr. Varghese Kurian-Managing Director,

2. Jeeben Varghese Kurian-Whole-time Director and CEO

3. Mr. Jofin John - Company Secretary and Compliance Officer

4. Mr. Ramasubramonia Iyer-Chief Financial Officer

There are no other changes in KMP''s of the Company du ring the year.

33. NON-DISQUALIFICATION OF DIRECTORS:

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under
the SEBI (LODR) Regulations, 2015. Your Company has obtained a Certificate from Mr. Hazeem HS Company
Secretary in Practice, Trivandrum (C.P. No.:17719) pursuant to the provisions of Regulation 34(3) read with
Schedule V of the SEBI (LODR) Regulations, 2015 provided as Annexure to the Boards Report, certifying that
none of the Directors of the Company have been debarred or disqualified from being appointed or continuing
as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate
Affairs (MCA) or by any such statutory authority.

34. DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository
Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL”). The ISIN Number of your Company
for both NSDL and CDSL is INE014B01011.

35. EVALUATION OF THE BOARD''S PERFORMANCE

The performance evaluation of the Board/Committees/ Executive Directors was carried out by the Nomination
& Remuneration Committee and were overall satisfied with the evaluation results, which reflected the overall
engagement and performance of the Board / Committees/ Executive Directors of the Company.

The Board of Directors in the meeting has also evaluated the individual performance of the Independent
Directors of the Company based on the specified criteria pursuant to Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and were satisfied with their performance.

Disclosure of Expertise / Skills / Competencies of the Board of Directors:

The list of core skills / expertise / competencies identified by the Board of Directors of the Company as required
in the context of its business and sector(s) for it to function effectively and those actually available with the
Board, form part of the Corporate Governance Report.

36. RELATED PARTY TRANSACTIONS

As per the process, necessary details for each of the Related Party Transactions as applicable along with the
justification are provided to the Audit Committee in terms of the Company''s Policy on Materiality and Dealing
with Related Party Transactions Required approvals are taken for Related Party Transactions. The Policy on
Related Party Transaction approved by the Board has been hosted on the Company''s Website,
www.tecilchemicals.com. Transactions entered are given in Form AOC-2 as Annexure to the Boards Report. All
Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length
basis.

37. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the
Company can be obtained by an interested Shareholder by submitting a written request to the Company. This
practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are
being sent to all shareholders, excluding the information on employees'' particulars under Section 197 of the
Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
which is available for inspection by the Members at the Registered Office of the Company during business hours
on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company in this regard.

38. REGISTAR AND SHARE TRANSFER AGENT OF THE COMPANY

The Board of Directors had appointed Cameo Corporate Services Limited (SEBI Reg. No INR000003753) as the
new Registrar and Share Transfer Agent in the Board Meeting held on 9th April, 2018. Accordingly, Cameo
Corporate Services Limited is the Registrar and Share Transfer Agents of the Company.

39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid in the earlieryears, the provisions of Section 125
of the Companies Act, 2013 do not apply.

40. CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is
effective from 01st December, 2015 of the Listing Agreement with the Stock Exchanges, a separate Section on
Corporate Governance practices followed by the Company, together with a certificate from M/s. M Hazeem &
Associates., Practicing Company Secretaries, Trivandrum confirming compliance, which forms an integral part
of this Annual Report as per SEBI Regulations.

41. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are its most important Stakeholders. Accordingly, our Company''s
operations are committed to the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and
nurturing overall corporate reputation. Our Company is also committed to create value for its other
stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.

42. RISK MANAGEMENT

The Management of the Company will take adequate steps in identifying, assessing, controlling and mitigating
the risks associated with different areas of its business operations.

43. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated
Persons and their Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This
Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive
information and has been made available on the Company''s website atwww.tecilchemcials.com. The Board has
authorized Mr. Jofin John, Company Secretary of the Company to act as the Compliance Officer for setting forth
the procedures and implementation of the aforesaid codes.

44. LEGAL AND REGULATORY

We are subject to various laws and regulations, corporate governance, listing and disclosure, employment, and
taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple
authorities regulating same areas lead to complexity in compliance. We closely monitor and review our
practices to ensure that we remain complaint with relevant laws and legal obligations.

45. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and
has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace.
Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.
Further, during the year the Company has not received any case related to sexual harassment.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of the Annual
Report in and annexed to the Boards Report.

47. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their
email addresses with the Company to enable the Company to deliver notices /documents through e-mail.
Shareholders holding theirshares in demat mode also have an option to register/update their email addresses,
KYC and Bank details with their depository, through their depository participant.

48. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee''s remuneration and other details
in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies

linnnintmpnt and Romi i norat inn nf Manaaprial PprcnrinpH Ri iIpc 9D1 4

Names of the employees	Designation	Total Remuneration in FY 2024-25 (Rs.)
Mr. Jofin John	Company Secretary	9,20,000/-
Mr. Ramasubramonia Iyer	Chief Financial Officer	2,11,100/-

Note - The remuneration paid to Key Managerial Personnel of the Company during the year 2024-25 was in conformity with
the Nomination and Remuneration Policy of the Company and within the limits approved by the shareholders.

No Executive Directorsare drawing any remuneration.

49. HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

50. EMPLOYEES’ STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of section 62 (1) (b) of the
Companies Act, 2013 read with its Rules framed thereunder and respective SEBI regulations.

51. SECRETARIAL STANDARD

The Company complied with all applicable secretarial standards issued by the Institute of Company Secretaries of
India.

52. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility is notapplicable for the Company.

53. POLICIES OF THE COMPANY

The Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, have mandated the formulation of certain policies for all listed companies.
All our Corporate Governance Policies are available on the Company''s website at www.tecilchemicals.com The
Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new
compliance requirement.

54. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism to report concern about unethical behavior, actual or suspected
fraud or violation of Company''s code of conduct by the Directors and employees. The policy provides for direct
access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises
grievances against victimization. The details of establishment of such mechanism have been disclosed in the
corporate governance report for the year under review. The vigil mechanism is disclosed in the website of the
company viz., www.tecilchemicals.com.

55. GENERAL DISCLOSURE

Your Directors states that no disclosure or reporting is required in respect of the following matters under the
Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on
account of the absence of any transaction or the inapplicability of the provisions:

a) Your Company has not issued any shares with differential rights and hence no information as per provisions
of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Your Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

c) Your Company has not issued any equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

d) There are no instances where the Board has not accepted the recommendation of the Audit Committee/
Nomination and Remuneration Committee.

e) There are no instances of one-time settlement with any Bank or Financial Institution.

f) There are no instances of application or proceedings under the Insolvency and Bankruptcy Code, 2016.

56. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company''s objectives, projections,
estimates, expectations or predictions may be ''forward-looking statements'' within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied. The
Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of their dates.

57. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency and Bankruptcy Code 2016.

58. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from banks and Financial
Institutions.

59. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all Stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support received from them during the year. The
Directors place on record their sincere appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTOR
ForTECILChemicals and Hydro Power Limited

Sd/- Sd/-

Place: Kochi Varghese Kurian ShajiK Mathew

Date: 12.08.2025 Chairman and Managing Director Director

(DIN:01114947) (DIN: 01866682)

---

Mar 31, 2024

The Directors take pleasure in presenting the Seventy eighth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024. The Management Discussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

As per the requirements of Section 134 of the Companies Act, 2013 read with Rule 8(5)(i) of Companies (Accounts) Rules, 2014, your Company''s financial performance during the year 2023-24, as compared to that of the previous year 2022-23, is summarized below: -

Particulars	Standalone
	31/03/2024	31/03/2023
Revenue from operations	-	-
-Other Income	-	-
Total Revenue	-	-
Profit/Loss before Tax and Depreciation	(39.01)	(137.16)
Less: Interest	-	-
Less: Depreciation	2.52	2.65
Exceptional Income	-	-
Profit/Loss after Depreciation but before Tax	(41.53)	(139.81)
Less:Tax Expenses	-	-
Profit/Loss after Tax	(41.53)	(139.81)
Total Comprehensive Income	-	-
Earnings PerShare (Nominal Value of Share Rs. 10/-) Basic & Diluted	(0.22)	(0.74)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY

The Company has not been carrying any manufacturing operations since last few years. The Company is taken over by Mr. Varghese Kurian after execution of share purchase agreement and completion of open offer as per the requirements of SEBI (Substantial Acquisition of shares and Takeovers) Regulations, 2015. Our Company has altered the object clause of the Company in the Extra-ordinary General meeting held on 23rd February, 2018 to include new objects in the line of tourism and hospitality industry. Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023. The commencements of new activities are pending for approval from the Department of Revenue, Government of Kerala.

3. OUTLOOK OPPORTUNITIES AND THREATS

The Company under its new management has plans to start an industrial and recreational park at the existing land of the Company at Chingavanam, Kottayam, Kerala comprising of hotel, hospital, shopping complex etc.

4. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchangeof India Limited. Both Stock Exchanges has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023 and trading on both exchanges.

5. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2024 was Rs. 18,96,37,000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DIVIDEND

Due to loss, the Directors of the Company do not recommend any dividend for the year.

7. TRANSFER TO RESERVES

YourCompany has not transferred any amount to Reserves during the financial year under review.

8. CREDIT RATING

The Company has not been carrying any manufacturing operations since last few years.

9. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

There are no subsidiaries, associates and joint venture companies.

10. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the ambitofSection73of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. To maintain its objectivity and independence, the IA Department evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company.

Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place of ensuring proper and efficient conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Mr. Suresh, Chartered Accountant, Kochi as Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, In orderto ensure orderly and efficient conduct of the business, safeguard the assets, ensure the accuracy and completeness of the accounting records and timely preparation of reliable financial information and financial statements, the Company has put in place adequate Internal Financial Controls procedures. Adequacy and effectiveness of the Internal Financial Controls of the Company are validated on annual basis by the Audit Committee based on the report submitted by the Statutory Auditors.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT.

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review, Mr. Shaji Kalladayil Mathew (DIN : 01866682) retire by rotation and being eligible and offered himself for the reappointment. Mr. Muhammed Rishad Mustafa resigned from the post of Company Secretary and Compliance Officer of the company with effect from 06^th November 2023. Mr. Jofin John appointed as Company Secretary and Compliance Officer of the company with effect from 29^th December, 2023. The Directors of the Company as on 31^st march 2024 mentioned below:

SI No.	Name of Director	DIN no.	Category
1	Varghese Kurian	01114947	Managing Director
2	Lizhyamma Kurian	01114716	Executive Director
3	Shaji Kalladayil Mathew	01866682	Executive Director
4	Jeeben Varghese Kurian	06750117	Executive Director
5	BijuThundil Madhavan	03621324	Independent Director
6	Puthuparambil Parameswaran Pillai Vijayakumar	06907566	Independent Director
7	Prameswaran Radhakrishnan Nair	06907573	Independent Director
8	Prem Kumar Sankara Panicker	03232333	Independent Director

14. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their

email addresses with the Company to enable the Company to deliver notices /documents through e-mail.

Shareholders holding their shares in demat mode also have an option to register / update their email

addresses, KYC and Bank details with their depository, through their depository participant.

15. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals and Hydro Power

Limited, state in respect of Financial Year 2023-24 that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

16. INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different point of view and experiences and prevents conflict of interest in the decision-making process. The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment. None of the Independent Directors serves as "Independent Directors" in more than seven listed entities. During the year under review, the Independent Directors met on 15^th November 2023 inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present throughout the Meeting. They expressed views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of the meetings. Their suggestions were discussed at the Board Meeting and are being implemented to ensure a more robust interaction at the Board level.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) forfulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly Minority Shareholders and regulators of the Company.

18. INDUCTION PROGRAMMEE FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction program for new Directors and ongoing familiarization with respect to the business/working of the Company for all Directors is a major contribution for meaningful Board Level deliberations and sound business decisions. At the time of appointing a Director, a formal letter of appointment is given to him/her which, inter alia, explains his/her role, function, duties and responsibilities and the Board''s expectations from him/her as a Director of the Company. The Director is also explained in detail about the compliances required from him/her underthe Act, SEBI Regulations and other relevant regulations and his/her affirmation has been taken with respect to the same. The details of such familiarization programmes are provided on the website of the Company and can be accessed atwww.tecilchemicals.com

A Presentation is also shared with newly appointed Director giving an overarching perspective of the industry, organizational set-up of the Company, the functioning of various divisions/departments, the Company''s market in which it operates governance and internal control process and other relevant information pertaining to the Company''s business. The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director of the Company.

19. DIRECTORS APPOINTMNET AND NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2024, the Board has eight members, four of whom were executive or whole-time directors and four were independent directors. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration policy including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, and the same has been hosted on the Company''s Website www.tecilchemicals.com

20. CHANGE IN THE NATURE OF BUSINESS

The Company has not been carrying any manufacturing operations since last few years.

21. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had three committees: the Audit Committee, the Nomination and Remuneration Committee and the Stakeholder''s Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

22. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. There were Six (6) Board Meetings, Eighty Five (85) Stakeholders Relationship Committee Meetings and Four (4) Audit Committee Meetings and Four (4) meeting of Nomination and Remuneration Committee convened and held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the oeriod as prescribed under the Comoanies Act, 2013 and Secretarial Standards

Board Meetings Held During the Year
Sr no.	Dates on which the Board Meeting	Total Strength of the	No. of Directors
	was held	Board	Present
1	27.05.2023	8	6
2	09.08.2023	8	5
3	31.08.2023	8	7
4	06.11.2023	8	4
5	29.12.2023	8	8
6	07.02.2024	8	7

Nomination and Remuneration Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	27.05.2023	3	3
2	24.08.2023	3	3
3	06.11.2023	3	3
4	29.12.2023	3	3

Audit Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	27.05.2023	3	3
2	24.08.2023	3	3
3	06.11.2023	3	3
4	07.02.2024	3	3

Stakeholders Relationship Committee Meetings Held During the Year
Sr no.	Dates on which the Committee	Total Strength of the	No. of Members
	Meeting was held	Committee	Present
1	12.04.2023	3	3
2	19.04.2023	3	3
3	25.04.2023	3	3
4	10.05.2023	3	3
5	13.05.2023	3	3
6	15.05.2023	3	3
7	18.05.2023	3	3
8	25.05.2023	3	3
9	27.05.2023	3	3
10	30.05.2023	3	3
11	08.06.2023	3	3
12	09.06.2023	3	3
13	15.06.2023	3	3
14	20.06.2023	3	3
15	21.06.2023	3	3
16	24.06.2023	3	3
17	29.06.2023	3	3
18	01.07.2023	3	3
19	04.07.2023	3	3
20	06.07.2023	3	3
21	10.07.2023	3	3
22	12.07.2023	3	3
23	15.07.2023	3	3
24	18.07.2023	3	3
25	19.07.2023	3	3
26	21.07.2023	3	3
27	25.07.2023	3	3
28	02.08.2023	3	3
29	03.08.2023	3	3
30	09.08.2023	3	3
31	13.08.2023	3	3
32	16.08.2023	3	3
33	17.08.2023	3	3
34	18.08.2023	3	3
35	23.08.2023	3	3
36	31.08.2023	3	3
37	02.09.2023	3	3
38	09.09.2023	3	3

39	10.09.2023	3	3
40	14.09.2023	3	3
41	16.09.2023	3	3
42	21.09.2023	3	3
43	22.09.2023	3	3
44	28.09.2023	3	3
45	30.09.2023	3	3
46	05.10.2023	3	3
47	12.10.2023	3	3
48	13.10.2023	3	3
49	14.10.2023	3	3
50	17.10.2023	3	3
51	21.10.2023	3	3
52	26.10.2023	3	3
53	27.10.2023	3	3
54	02.11.2023	3	3
55	09.11.2023	3	3
56	18.11.2023	3	3
57	24.11.2023	3	3
58	30.11.2023	3	3
59	02.12.2023	3	3
60	02.12.2023	3	3
61	14.12.2023	3	3
62	17.12.2023	3	3
63	21.12.2023	3	3
64	23.12.2023	3	3
65	28.12.2023	3	3
66	29.12.2023	3	3
67	04.01.2024	3	3
68	08.01.2024	3	3
69	09.01.2024	3	3
70	18.01.2024	3	3
71	19.01.2024	3	3
72	27.01.2024	3	3
73	01.02.2024	3	3
74	06.02.2024	3	3
75	08.02.2024	3	3
76	15.02.2014	3	3
77	22.02.2024	3	3
78	27.02.2024	3	3
79	29.02.2024	3	3
80	01.03.2024	3	3
81	06.03.2024	3	3
82	07.03.2024	3	3
83	27.03.2024	3	3
84	28.03.2024	3	3
85	30.03.2024	3	3

Separate Independent Directors Meeting:

A separate meeting of the Independent Directors without the presence of Non- Independent Directors and members of management had taken place on 15^th November,2023 at the corporate Office of the Company located at Kochi in which the Independent Directors had appreciated the performance of the Executive Directors and the Board as a whole. They also concluded that the Board as a collective body is also performing satisfactorily and the flow of information between the Company''s Management and the Board in terms of quality, quantity and timeliness is satisfactory.

23. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements provided in this Annual Report.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed herewith as "Annexure A" with Board''s Report.

25. EXTRACT OF ANNUAL RETURN

Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the company''s website in http://www.tecilchemicals.eom/cms/3/lnvestor-Relation.

26. STATUTORY AUDITOR

M/s. S R Pai & Co., Chartered Accountants, (FRN: 010793S) Ernakulam were re-appointed as Statutory Auditors of the Company in the Annual General Meeting of the Company held on 30th September, 2022 to hold office until the conclusion of the 82^nd AGM relating for another term of 5 years.

27. INDEPENDENT AUDITOR''S REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company.

28. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed CS. Harikrishnan R Nair, Practicing Company Secretary, Trivandrum to undertake the Secretarial Audit of the Company. The Secretarial Audit Report and Secretarial compliance report on the Secretarial and Legal compliances of the Company for the FY 2023-24 is enclosed as "Annexure-C" and forms part of Director''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

29. ANNUALSECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS. Harikrishnan R Nair, Practicing Company Secretary, Trivandrum has been submitted to the Stock Exchanges and is annexed to this Board''s Report.

30. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointedMr.MK Suresh, Chartered Account, Kochi has been appointed as the Internal Auditor for the Financial Year 2023-24.

31. MAINTENANCE OF COSTRECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

32. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder -

1. Mr. Varghese Kurian-Managing Director,

2. Jeeben Varghese Kurian - Chief Executive Officer

3. Mr. Muhammed Rishad Mustafa-Company Secretary and Compliance Officer (Resigned w.e.f 06.11.2023)

4. Mr. Jofin John - Company Secretary and Compliance Officer (w.e.f 29^th December, 2023)

5. Mr. Ramasubramonia Iyer-Chief Financial Officer

There are no other changes in KMP''s of the Company du ring the year.

33. NON-DISQUALIFICATION OF DIRECTORS:

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has obtained a Certificate from Mr. Hazeem HS Company Secretary in Practice, Trivandrum (C.P. No.:17719) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provided as Annexure to the Boards Report, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

34. DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). The ISIN Number of your Company for both NSDL and CDSL is INE014B01011.

35. EVALUATION OF THE BOARD''S PERFORMANCE

The performance evaluation of the Board/Committees/ Executive Directors was carried out by the Nomination & Remuneration Committee and were overall satisfied with the evaluation results, which reflected the overall engagement and performance of the Board / Committees/ Executive Directors of the Company.

The Board of Directors in the meeting has also evaluated the individual performance of the Independent Directors of the Company based on the specified criteria pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and were satisfied with their performance.

Disclosure of Expertise / Skills / Competencies of the Board of Directors:

The list of core skills/expertise / competencies identified by the Board of Directors of the Company as required in the context of its business and sector(s) for it to function effectively and those actually available with the Board, form part of the Corporate Governance Report

36. RELATED PARTY TRANSACTIONS

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company''s Policy on Materiality and Dealing with Related Party Transactions Required approvals are taken for Related Party Transactions. The Policy on Related Party Transaction approved by the Board has been hosted on the Company''s Website, www.tecilchemicals.com. Transactions entered are given in Form AOC-2 as Annexure to the Boards Report. All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis.

37. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested Shareholder by submitting a written request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees'' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

38. REGISTAR AND SHARE TRANFER AGENT OF THE COMPANY

The Board of Directors had appointed Cameo Corporate Services Limited (SEBI Reg. No INR000003753) as the new Registrar and Share Transfer Agent in the Board Meeting held on 9th April, 2018. Accordingly, Cameo Corporate Services Limited is the Registrar and Share Transfer Agents of the Company.

39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid in the earlier years, the provisions of Section 125 of the Companies Act, 2013 do not apply.

40. CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance practices followed by the Company, together with a certificate from M/s. M Hazeem & Associates., Practicing Company Secretaries, Trivandrum confirming compliance, which forms an integral part of this Annual Report as per SEBI Regulations.

41. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are its most important Stakeholders. Accordingly, our Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

42. RISK MANAGEMENT

The Management of the Company will take adequate steps in identifying, assessing, controlling and mitigating the risks associated with different areas of its business operations

43. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company''s website atwww.tecilchemcials.com. The Board has authorized Mr. Jofin John, Company Secretary of the Company to act as the Compliance Officer for setting forth the procedures and implementation of the aforesaid codes.

44. LEGAL AND REGULATORY

We are subject to various laws and regulations, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations

45. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, during the year the Company has not received any case related to sexual harassment.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of the Annual Report in and annexed to the Boards Report.

47. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mail. Shareholders holding their shares in demat mode also have an option to register / update their email addresses, KYC and Bank details with their depository, through their depository participant.

48. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under

Names of the employees	Designation	Total Remuneration in FY 2023-24 (Rs.)
Mr. Muhammed Rishad Mustafa	Company Secretary	4,61,500/-
Mr. JofinJohn	Company Secretary	3,00,000/-
Mr. Ramasubramonia Iyer	Chief Financial Officer	2,89,920/-

Note - The remuneration paid to Key Managerial Personnel of the Company during the year 2022-23 was in conformity with the Nomination and Remuneration Policy of the Company and within the limits approved by the shareholders. Mr. Muhammed Rishad Mustafa resigned from the Company on 06^th November, 2023 and Mr. JofinJohn appointed as Company Secretary of the Company w.ef 29.12.2023.

No Executive Directorsare drawing any remuneration.

49. HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

50. EMPLOYEES'' STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of section 62 (1) (b) of the Companies Act, 2013 read with its Rules framed thereunder and respective SEBI regulations.

51. SECRETARIAL STANDARD

The Company complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

52. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility is notapplicable for the Company.

53. POLICIES OFTHECOMPANY

The Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company''s website at www.tecilchemicals.com The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

54. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct by the Directors and employees. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises

grievances against victimization. The details of establishment of such mechanism have been disclosed in the corporate governance report for the year under review. The vigil mechanism is disclosed in the website of the company viz., www.tecilchemicals.com

55. GENERAL DISCLOSURE

Your Directors states that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account of the absence of any transaction or the inapplicability of the provisions:

a) Your Company has not issued any shares with differential rights and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Your Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Your Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) There are no instances where the Board has not accepted the recommendation of the Audit Committee/ Nomination and Remuneration Committee.

e) There are no instances of one-time settlement with any Bank or Financial Institution.

f) There are no instances of application or proceedings under the Insolvency and Bankruptcy Code, 2016

56. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward-looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates.

57. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016

58. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from banks and Financial Institutions.

59. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all Stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTOR ForTECILChemicals and Hydro Power Limited

Sd/- Sd/-

Place: Kochi Varghese Kurian ShajiK Mathew

Date: 08.08.2024 Chairman and Managing Director Director

(DIN:01114947) (DIN:01866682)

---

Mar 31, 2023

The Directors take pleasure in presenting the Seventy eighth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2023. The Management Discussion and Analysis has also been incorporated into this report.

1.HIGHLIGHTS OF FINANCIAL PERFORMANCE

As per the requirements of Section 134 of the Companies Act, 2013 read with Rule 8(5)(i) of Companies (Accounts) Rules, 2014, your Company''s financial performance during the year 2022-23, as compared to that of the previous year 2021-22, is summarized below: -

Particulars	Standalone
	31/03/2023	31/03/2022
Revenue from operations	-	-
- Other Income	-	-
Total Revenue	-	-
Profit/Loss before Tax and Depreciation	(139.81)	(38.27)
Less: Interest	-	-
Less: Depreciation	2.65	2.85
Exceptional Income	-	-
Profit/Loss after Depreciation but before Tax	(139.81)	(38.27)
Less: Tax Expenses	-	-
Profit/Loss after Tax	(139.81)	(38.27)
Total Comprehensive Income	-	-
Earnings Per Share (Nominal Value of Share Rs. 10/-) Basic & Diluted	(0.74)	(0.20)

2.REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY

The Company has not been carrying any manufacturing operations since last few years. The Company is taken over by Mr. Varghese Kurian after execution of share purchase agreement and completion of open offer as per the requirements of SEBI (Substantial Acquisition of shares and Takeovers) Regulations, 2015. Our Company has altered the object clause of the Company in the Extra-ordinary General meeting held on 23rd February, 2018 to include new objects in the line of tourism and hospitality industry. Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023. The commencements of new activities are pending for approval from the Department of Revenue, Government of Kerala.

3.OUTLOOK OPPORTUNITIES AND THREATS

The Company under its new management has plans to start an industrial and recreational park at the existing land of the Company at Chingavanam, Kottayam, Kerala comprising of hotel, hospital, shopping complex etc.

4. LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited. Both Stock Exchanges has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023

5. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 was Rs. 189637000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DIVIDEND

Due to loss, the Directors of the Company do not recommend any dividend for the year.

7. TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves during the financial year under review.

8. CREDIT RATING

The Company has not been carrying any manufacturing operations since last few years.

9.SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

There are no subsidiaries, associates and joint venture companies.

10.DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

11.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.To maintain its objectivity and independence, the IA Department evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company.

Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place of ensuring proper and efficient conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Mr. Suresh, Chartered Accountant, Kochi as Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, In order to ensure orderly and efficient conduct of the business, safeguard the assets, ensure the accuracyand completeness of the accounting records and timely preparation of reliable financial information and financial statements, the Company has put in place adequate Internal Financial Controls procedures. Adequacy and effectiveness of the Internal Financial Controls of the Company are validated on annual basis by

the Audit Committee based on the report submitted by the Statutory Auditors.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROMTHE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT.

• Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023.

• Company has received an intimation (No. B8-415,416, 417, 418, 419, 420, 421/2023 dated 31.07.2023) from Special Tahsildar, Land Acquisition (General) Office, Kottayam District, Kerala, Informing that Rs. 27,15,890/- (Twenty-seven lakhs fifteen thousand eight hundred and ninety) has been deposited in the CCD Account of Sub-Court, Kottayam, District, on July 22, 2023 towards the compensation for acquisition of Company''s 25.48 Cents of land by the State Government in 2012 for the expansion of MC Road, Kottayam District. Company shall do the needful to release the compensation from the SubCourt, Kottayam.

• Company has cleared all the PF dues and Employees Provident Fund Organization office has Issued a Certificate for liability settlement informing that as per the Employees Provident Fund Organization there is no Provident Fund pending for recovery against Revenue Recovery Certificate issued by their office in respect of TECIL Chemicals and Hydro Power Limited bearing PF code no. KR/KTM/2334

• The Company has filed an appeal against the order No. 8501/14 dated 29.06.2016 of the Additional Tahsildar, Kottayam directing to pay Rs. 10,52,337/- towards penalty and value of sand removed from lease land. The Company has remitted total demand including Interest amounting to Rs. 14,19,758/-by way of Demand Draft on 20.07.2022.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment of Mrs.Lizhyamma Kurian as Executive Director was made subject to approval of shareholders at the ensuing 78^th AGM as her tenure has completed. Mr.Toby Antony has completed his 2 consecutive tenure of 5 years as Independent Director on November 9, 2022, hence not re-appointed. Mr. Prem Shankar Panicker was appointed as addition Independent Director subject to the approval of shareholders and Mr. Parameswaran Radhakrishnan Nair, Mr. Puthuparambil Parameswaran Pillai Vijayakumar and Mr. Biju Thundil Madhavan was re-appointed as Independent Directors for another 5 consecutive years subject to the approval of shareholders. Mr. Muhammed Rishad Mustafa appointed as the CompanySecretary and Compliance Officer of the company. Directors of the Company as on 31^st march 2023 mentioned below;

Sl No.	Name of Director	DIN no.	Catagory
1	Varghese Kurian	01114947	Managing Director
2	Lizhyamma Kurian	01114716	Executive Director
3	Shaji Kalladayil Mathew	01866682	Executive Director
4	Jeeben Varghese Kurian	06750117	Executive Director
5	Biju Thundil Madhavan	03621324	Independent Director
6	Puthuparambil Parameswaran Pillai Vijayakumar	06907566	Independent Director
7	Prameswaran Radhakrishnan Nair	06907573	Independent Director
8	Prem Kumar Sankara Panicker	03232333	Independent Director

14. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mail. Shareholders holding their shares in demat mode also have an option to register / update their email addresses,

KYC and Bank details with their depository, through their depository participant.

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals and Hydro Power Limited, state in respect of Financial Year 2022-2023 that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

16.INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different point of view and experiences and prevents conflict of interest in the decision-making process. The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment. None of the Independent Directors serves as "Independent Directors" in more than seven listed entities. During the year under review, the Independent Directors met on 11^th November 2022 inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present throughout the Meeting. They expressed views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of the meetings. Their suggestions were discussed at the Board Meeting and are being implemented to ensure a more robust interaction at the Board level.

17.DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly Minority Shareholders and regulators of the Company.

18.INDUCTION PROGRAMMEE FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION PROGRAMMEE FOR INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction program for new Directors and ongoing familiarization with respect to the business/working of the Company for all Directors is a major contribution for meaningful Board Level deliberations and sound business decisions. At the time of appointing a Director, a formal letter of appointment is given to him/her which, inter alia, explains his/her role, function, duties and responsibilities and the Board''s expectations from him/her as a Director of the Company. The Director is also explained in detail about the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation havigis been taken with respect to the same. The details of such familiarization programmes are provided on the website of the Company and can be accessed at www.tecilchemicals.com

A Presentation is also shared with newly appointed Director giving an overarching perspective of the industry, organizational set-up of the Company, the functioning of various divisions/departments, the Company''s market in which it operates governance and internal control process and other relevant information pertaining to the Company''s business. The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director of the Company.

19. DIRECTORS APPOINTMNET AND NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2023, the Board has eight members, four of whom were executive or whole-time directors and four were independent directors. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration policy including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of SEBI (LODR) Regulations, 2015, and the same has been hosted on the Company''s Website www.tecilchemicals .com.

20. CHANGE IN THE NATURE OF BUSINESS

The Company has not been carrying any manufacturing operations since last few years.

21. COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had three committees: the audit committee, the nomination and remuneration committee and the stakeholder''s relationship committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

22. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. There were five (5) Board Meetings, eleven (11) Stakeholders Relationship Committee Meetings and six (6) Audit Committee Meetings

and six (6) meeting of Nomination and Remuneration Committee convened and held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and Secretarial Standards

Board Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Board	No. of Directors Present
1	30.05.2022	8	6
2	04.08.2022	8	5
3	30.08.2022	9	7
4	11.11.2022	8	6
5	08.02.2023	8	6

Nomination and Remuneration Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	26.05.2022	3	3
2	04.08.2022	3	3
3	18.08.2022	3	3
4	30.08.2022	3	3
5	11.11.2022	3	3
6	08.02.2023	3	3

Audit Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	26.05.2022	3	3
2	04.08.2022	3	3
3	18.08.2022	3	3
4	30.08.2022	3	3
5	11.11.2022	3	3
6	08.02.2023	3	3

Stakeholders Relationship Committee Meetings Held During the Year
Sr no.	Dates on which the Committee Meeting was held	Total Strength of the Committee	No. of Members Present
1	26.05.2022	3	3
2	04.08.2022	3	3
3	18.08.2022	3	3
4	30.08.2022	3	3
5	14.09.2022	3	3
6	11.10.2022	3	3
7	11.11.2022	3	3
8	12.01.2023	3	3
9	25.02.2023	3	3
10	15.02.2023	3	3
11	30.03.2023	3	3

Separate Independent Directors Meeting:

A separate meeting of the Independent Directors without the presence of Non- Independent Directors and members of management had taken place on 11th November 2022 at the corporate Office of the Company located at Kochi in which the Independent Directors had appreciated the performance of the Executive Directors and the Board as a whole. They also concluded that the Board as a collective body is also performing satisfactorily and the flow of information between the Company''s Management and the Board in terms of quality, quantity and timeliness is satisfactory.

23. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements provided in this Annual Report.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed herewith as ''''Annexure A'''' with Board''s Report.

25. EXTRACT OF ANNUAL RETURN

Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the company''s website in http://www.tecilchemicals.com/cms/3/Investor-Relation.

26.STATUTORY AUDITOR

M/s. S R Pai & Co., Chartered Accountants, (FRN: 010793S) Ernakulam were re-appointed as Statutory Auditors of the Company in the Annual General Meeting of the Company held on 30th September, 2022 to hold office until the conclusion of the 82^nd AGM relating for another term of 5 years.

27. INDEPENDENT AUDITOR''S REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company.

28.SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed CS. Harikrishnan R Nair, Practicing Company Secretary, Trivandrum to undertake the Secretarial Audit of the Company. The Secretarial Audit Report and Secretarial compliance report on the Secretarial and Legal compliances of the Company for the FY 2022-23 is enclosed as "Annexure-C" and forms part of Director''s Report.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS. Harikrishnan RNair, Practicing Company Secretary, Trivandrum has been submitted to the Stock Exchanges and is annexed to this Board''s Report.

30. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointed Mr. M K Suresh Chartered Account, Kochi has been appointed as the Internal Auditor for the Financial Year 2023-24 as M/s. Venkit & Hari, Chartered Accountants, Kochi has completed their tenure.

31. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

32. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder -

1. Mr. Varghese Kurian-Managing Director,

2. Jeeben Varghese Kurian - Chief Executive Officer

3. Mr. Muhammed Rishad Mustafa- Company Secretary and Compliance Officer

4. Mr. Ramasubramonia Iyer - Chief Financial Officer There is No change in KMP''s of the Company during the year.

33. NON-DISQUALIFICATION OF DIRECTORS:

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has obtained a Certificate from Mr. Hazeem HS Company Secretary in Practice, Trivandrum (C.P. No.:17719) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provided as Annexure to the Boards Report, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

34. DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL").

The ISIN Number of your Company for both NSDL and CDSL is INE014B01011

35. EVALUATION OF THE BOARD''S PERFORMANCE

The performance evaluation of the Board / Committees/ Executive Directors were carried out by the Nomination & Remuneration Committee meeting and were overall satisfied with the evaluation results, which reflected the overall engagement and performance of the Board / Committees/ Executive Directors of the Company.

The Board of Directors in the meeting has also evaluated the individual performance of the Independent Directors of the Company based on the specified criteria pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and were satisfied with their performance. Disclosure of Expertise / Skills / Competencies of the Board of Directors:

The list of core skills / expertise / competencies identified by the Board of Directors of the Company as required in the context of its business and sector(s) for it to function effectively and those actually available with the Board, form part of the Corporate Governance Report

36. RELATED PARTY TRANSACTIONS

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company''s Policy on Materiality and Dealing with Related Party Transactions Required approvals are taken for Related Party Transactions. The Policy on Related Party Transaction approved by the Board has been hosted on the Company''s Website, www.tecilchemicals.com. Transactions entered are given in Form AOC-2 as Annexure to the Boards Report. All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis.

37. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested Shareholder by submitting a written request to the Company .This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees'' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

38. REGISTAR AND SHARE TRANFER AGENT OF THE COMPANY

The Board of Directors had appointed Cameo Corporate Services Limited (SEBI Reg. No INR000003753) as the new Registrar and Share Transfer Agent in the Board Meeting held on 9th April, 2018. Accordingly Cameo Corporate Services Limited is the Registrar and Share Transfer Agents of the Company.

39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid in the earlier years, the provisions of Section 125 of the Companies Act, 2013 do not apply.

40. CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015 of the Listing Agreement with the Stock Exchanges, a separate Section on

Corporate Governance practices followed by the Company, together with a certificate from M/s. M Hazeem & Associates., Practicing Company Secretaries, Trivandrum confirming compliance, which forms an integral part of this Annual Report as per SEBI Regulations.

41. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are its most important Stakeholders. Accordingly, our Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

42. RISK MANAGEMENT

The Management of the Company will take adequate steps in identifying, assessing, controlling and mitigatingthe risks associated with different areas of its business operations

43. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company''s website at www.tecilchemcials.com. Board has authorized Mr. Muhammed Rishad Mustafa, Company Secretary of the Company to act as the Compliance Officer for setting forth the procedures and implementation of the aforesaid codes.

44. LEGAL AND REGULATORY

We are subject to various laws and regulations, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations

45. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, during the yearthe Company has not received any case related to sexual harassment.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of the Annual Report in and annexed to the Boards Report.

47. MARKET CAPITALIZATION [RANKING]

Both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023.

48. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mail. Shareholders holding their shares in demat mode also have an option to register / update their email addresses, KYC and Bank details with their depository, through their depository participant.

49. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under

Names of the employees	Designation	Total Remuneration in FY 2022-23 (Rs.)
Mr. Muhammed Rishad Mustafa	Company Secretary	677167
Mr. Ramasubramonia Iyer	Chief Financial Officer	254715

Note - The remuneration paid to Key Managerial Personnel of the Company during the year 2022-23 was in conformity with

the Nomination and Remuneration Policy of the Company and within the limits approved by the shareholders.

No Executive Directors are drawing any remuneration.

50.HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

51.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

• Pursuant to the application of revocation, both Stock Exchanges ie, BSE Limited and National Stock Exchange of India Limited has revoked the suspension from trading of security of the Company w.e.f. March 29, 2023.

• Company has received an intimation (No. B8-415,416, 417, 418, 419, 420, 421/2023 dated 31.07.2023) from Special Tahsildar, Land Acquisition (General) Office, Kottayam District, Kerala, Informing that Rs. 27,15,890/- (Twenty-seven lakhs fifteen thousand eight hundred and ninety) has been deposited in the CCD Account of Sub-Court, Kottayam, District, on July 22, 2023 towards the compensation for acquisition of Company''s 25.48 Cents of land by the State Government in 2012 for the expansion of MC Road, Kottayam District. Company shall do the needful to release the compensation from the SubCourt, Kottayam.

• Company has cleared all the PF dues consequently Employees Provident Fund Organization office has Issued a Certificate for liability settlement informing that as per the Employees Provident Fund Organization there is no Provident Fund pending for recovery against Revenue Recovery Certificate issued by their office in respect of TECIL Chemicals and Hydro Power Limited bearing PF code no. KR/KTM/2334

• The Company has filed an appeal against the order No. 8501/14 dated 29.06.2016 of the Additional Tahsildar, Kottayam directing to pay Rs. 10,52,337/- towards penalty and value of sand removed from lease land. The Company has remitted total demand including Interest amounting to Rs. 14,19,758/-by way of Demand Draft on 20.07.2022.

52.EMPLOYEES'' STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of section 62 (1) (b) of the

Companies Act, 2013 read with its Rules framed thereunder and respective SEBI regulations.

53.SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

54. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is not applicable for the company

55. POLICIES OF THE COMPANY

The Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company''s website at www.tecilchemicals.com The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

56. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct by the Directors and employees. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises grievances against victimization. The details of establishment of such mechanism have been disclosed in the corporate governance report for the year under review. The vigil mechanism is disclosed in the website of the company viz., www.tecilchemicals.com

57. GENERAL DISCLOSURE

Your Directors states that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account of the absence of any transaction or the inapplicability of the provisions:

a) Your Company has not issued any shares with differential rights and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Your Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Your Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) There are no instances where the Board has not accepted the recommendation of the Audit Committee/ Nomination and Remuneration Committee.

e) There are no instances of one-time settlement with any Bank or Financial Institution.

f) There are no instances of application or proceedings under the Insolvency and Bankruptcy Code, 2016

58. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward-looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates.

59. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016

60. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from banks and Financial Institutions

61. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all Stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTOR For TECIL Chemicals and Hydro Power Limited

Sd/- Sd/-

Place: Kochi Varghese Kurian Shaji K Mathew

Date: 31^st August 2023 Chairman and Manging Director Director

(DIN:01114947) (DIN:01866682)

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Mar 31, 2015

The Members of

M/s. Tecil Chemicals And Hydro Power Limited

The Directors take pleasure in presenting the Seventieth Annual Report together with the Audited Financial Statements for the year ended 31" March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS

RESULTS OF OPERATIONS

The Management of TECIL CHEMICALS AND HYDRO POWER LIMITED in its Analysis Report has highlighted the performance and outlook of the Company in order to comply with the requirement of Corporate Governance as laid down in Clause 49 of the Listing Agreement. However, investors and readers are cautioned that this discussion contains certain forward looking statements that involve risk and uncertainties.

1. OVERVIEW

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

2. THE PRESENT STATUS OF THE COMPANY

As the Company has not been carrying any manufacturing operations at Chingavanam, the Company has ceased to be an Industrial Undertaking. However, the Company has sufficient infrastructural facilities at Chingavanam to commence any new business activity. Till such time any new business activity is commenced; the Company has invested its surplus funds which earned interest income of Rs. 69.69 Lacs during the year under report.

3. OPERATIONS

There was no Manufacturing activity during the Year. The Company's main activities are Finance and Investments.

4. OUTLOOK OPPORTUNITIES AND THREATS

The Company has freehold land at Chingavanam, Kottayam, Kerala. Since the Company had already discharged all its major liabilities and has sold all its plants & machineries. Our Directors have been exploring new business activities. In the present scenario, the Company can enter into real estate business more efficiently and economically as it has surplus land at Chingavanam. Even after meeting Company's requirement of land for commencing real estate business, it still will have surplus land left for sale which can generate additional revenues to the Company. Your Directors, therefore, look forward the future of the Company with optimism.

5. FINANCIAL RESULTS

Particulars 31/03/2015 31/03/2014

Income

- Other Income 69,83,000 3,54,06,000

Profit / Loss before Tax and Depreciation 48,96,000 5,20,27,000

Less: Depreciation 10,74,000 11,32,000

Profit / Loss after Depreciation (38,22,000) (5,08,95,000) but before Tax

Less: Tax Expenses 0 0

Profit / Loss after Tax (38,22,000) (5,08,95,000)

Earning Per Share (Nominal Value of Share (0.24) (2.36) Rs. 10/-) Basic & Diluted

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31stMarch, 2015 was Rs. 189.64 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

7. RISKAND CONCERN

Pursuant to the requirement of Section 134 (3) (n) of the Companies Act, 2013 and amended Clause 49 (VI) of the SEBI Circular Vide No. CIR/CFD/POLICY CELL/7/2014 dated 15" September, 2014, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company.

There are no perceived risks in the present activity.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni & Associates as Internal Auditor of the Company.

Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy which has also been hosted on Company's Website. The Company has an Internal Control System which commensurate with the size, scale and skill of its operations.

9. DIRECTORS

Shri. S. B. Somani (DIN No. - 00077939), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Smt. Shanta Somani (DIN No. - 06974887) as Additional Director of the Company in order to Comply with the provisions of Section 149 (1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014 and the requirement of Circular issued by Securities And Exchange Board of India (SEBI) in its vide Circular No. - CIR/CFD/POLICY CELL/7/2014 dated 15* September, 2014 w.e.f. 29/09/2014.

Smt. Shanta Somani (DIN No.- 06974887) was appointed as an Additional Director w.e.f. 29th September, 2014 in the Board Meeting held on 29lh September, 2014. She holds office up to the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing her appointment as the Director.

The Board of Directors on recommendation of Nomination and Remuneration also appointed Shri. Toby Antony (DIN No - 06982568) as Non-Executive Additional Director of the Company w.e.f. 22/10/2014 in place of Dr. R. S. Sarda (DIN No. - 01294238), who resigned due to pre- occupation on 22/10/2014.

Shri. Toby Antony (DIN No.- 06982568) was appointed as an Additional Director w.e.f. 22nd October, 2014 in the Board Meeting held on 22nd October, 2014. He holds office up to the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing his appointment as the Director.

Shri. R. S. Sarda (DIN No. - 01294238) has ceased to be a Director of the Company w.e.f. 22nd October, 2014 which has been taken on record in the Board Meeting held on 22nd October, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

10. DIVIDEND

Due to inadequacy of profit, the Directors of the Company did not recommend any dividend.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Amended Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its Minority Shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. REMUNERATION POLICY

Pursuant to Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the same has been hosted on the Company's Website.

13. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five (5) Board Meetings, Four(4) Share Transfer and Stakeholders Relationship Committee Meetings, Four(4) Audit Committee Meetings and Two(2) Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.

Board Meetings Held During the Year

Date on which the Board Meeting Total Strength No. of Directors was held of the Board Present

1 26-05-2014 5 4

2 16-07-2014 5 4

3 29-09-2014 5 5

4 22-10-2014 5 5

5 19-01-2015 5 5

Share Transfer And Stakeholders Relationship Committee Meetings Held During the Year

Date on which the Board Meeting Total Strength No. of Directors was held of the Committee Present

1 26-05-2014 3 3

2 16-07-2014 3 3

3 29-09-2014 3 3

4 22-10-2014 3 3

5 19-01-2015 3 3

Audit Committee Meetings Held During the Year

Date on which the Board Meeting Total Strength No. of Directors was held of the Committee Present

1 26-05-2014 3 3

2 16-07-2014 3 3

3 22-10-2014 3 3

4 19-01-2015 3 3

Nomination and Remuneration Committee Meetings Held During the Year

Date on which the Board Meeting Total Strength No. of Directors was held of the Committee Present

1 24-09-2014 3 3

2 15-10-2014 3 3

14. DIRECTOR S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals And Hydro Power Limited, state in respect of Financial Year2014-2015 that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have ensured that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

15. PARTICULARS OF LOANS. GUARANTEES. OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

16. RELATED PARTY TRANSACTIONS

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

17. PUBLIC DEPOSIT

The Company has not accepted any Public Deposits as per Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014 as on 31/03/2015.

18. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

19. STATUTORY AUDITORS

M/s. VMD & Co., Auditors of the Company, retire at the Seventieth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.The Company's Auditors, M/s. VMD & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company, are re-appointed from the conclusion of this Annual General Meeting (AGM) until the conclusion of next Annual General Meeting (AGM). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.

20. AUDITOR'S REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on accounts of the Company.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. S. K. Jain & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

22. INTERNALAUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointed M/s. Sarda Soni Associates, Practicing Chartered Accountants, to undertake the Internal Audit of the Company.

23. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are among its most important Stakeholders. Accordingly, our Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

24. ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed herewith as Annexure I with Board's Report.

25. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance practices followed by the Company, together with a certificate from M/s. S. K. Jain & Co., Practicing Company Secretaries, confirming compliance forms an integral part of this Report.

26. BUSINESS RESPONSIBILITY REPORTING

As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report.

27. EXTRACTOF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

28. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all the Stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

29. DISCLAIMER

The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated April 4,2014 clarified that the Financial Statements and the documents required to be attached thereto, the Auditor's and Boards' Report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there-under. Accordingly, whilst the Financial Statements and the Auditor's Report as aforesaid are prepared as per the requirements of the Companies Act, 1956, the Company, as per its commitment to transparency and good governance, has to the extent possible provided the information in the Board's Report and the Corporate Governance Report as per the Companies Act, 2013.

30. HUMAN RESOURCES

The Company continues to maintain cordial relations with its employees.

31. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.

FOR AND ON BEHALF OF THE BOARD

Sd/- S. B. SOMANI Place: Mumbai CHAIRMAN AND MANAGING DIRECTOR Date: 29th May, 2015 (DIN No. - 00077939)

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Mar 31, 2014

The Members,

The Directors hereby present the SIXTY - NINETH ANNUAL REPORT together with the audited accounts for the year ended 31st March, 2014.

I. FINANCIAL RESULTS

The results for the year ended 31st March, 2014 are summarized herein below:

Rs. In Lacs

Year ended 31st March 2014 2013

Other Income 354.06 167.84

Profit/(Loss) before interest, depreciation & Tax (520.27) (502.91)

Less/Add: Interest - -

Depreciation 11.32 5.80

Tax / VAT Paid - -

(Loss) / Profit for the year before tax (520.27) (502.91)

Provision for Taxation - -

(Loss) / Profit after tax and adjustments (447.88) (466.72)

(Loss) b/f from previous year - -

(Loss) carried forward to Balance Sheet (447.88) (466.72)

II. DIVIDEND

Due to Loss incurred by the Company, the Board of Directors do not recommend dividend for the year.

III. OPERATIONS

The Company has freehold land at Chingavanam, Kottayam, Kerala. Since the Company had already discharged all its major liabilities and has sold all its plants & machineries. Your Directors have been exploring new business activities. In the present scenario, the Company can enter into real estate business more efficiently and economically as it has surplus land at Chingavanam. Even after meeting Company''s requirement of land for commencing real estate business, it still will have surplus land left for sale which can generaie additional revenues to the Company. Your Directors, therefore, look forward the future of the Company with optimism.

IV. DEPOSITS

The Company does not have any deposits as on 31.03.2014.

V. INPUSIRIALRELATIQNS

The Company has made payment to the all remaining workmen in full and final settlement of their dues.

VI. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limit prescribed and hence requirement of attaching a statement as required by Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to this report.

VII. DIRECTORS

Shri Shreeniwas B. Somani, Director of the Company who retires by rotation, but being eligible, have offered himself for re-appointment.

VIII. AUDITORS

M/s. VMD & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received confirmation that the appointment, if made, would be within the limits prescribed u/s. 224(1 B) of the Companies Act, 1956.

IX. AUDITORS OBSERVATIONS ON ACCOUNTS

The Auditors have not made any adverse comment/ observation in their Report.

X. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm:

a. that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed and there has been no material departure except to the extent noted by the auditors in their report.

b. that the selected accounting policies were applied consistently and the directors 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, 2014 and of the Profit of the Company for the year ended as on date,

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 or the safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the annual accounts have been prepared on a "going concern" basis, though the Company does not have any manufacturing activity during the year.

XI. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As required in terms of Section 217(1) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo etc. is given in Annexure I forming part of this Report.

XII. CORPORATE GOVERNANCE

Report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

XIII. GENERAL :

The Balance Sheet and Statement of Profit & Loss of the Company have been signed by two of the Directors present in the Board Meeting in accordance with Provision of Section 215 of the Companies Act, 1956 for and on behalf of the Board of Directors.

XIV. ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for the continued co-operation, guidance and support provided during the year under report by various institutions concerned as also the employees of the Company for their sincere and dedicated service in pursuing the corporate objectives of the Company.

FOR AND ON BEHALF OF THE BOARD Place : Mumbai Date : 26th May, 2014 sd/- S.B. SOMANI Chairman & Managing Director

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Mar 31, 2013

To The Members,

The Directors hereby present the SIXTY-EIGHTH ANNUAL REPORT together with the audited accounts for the year ended 31st March, 2013.

I. FINANCIAL RESULTS

The results forthe year ended 31 st March, 2013 are summarized herein below:

Rs. In Lakhs Year ended 31st March 2013 2012

Other Income 167.84 909.43

Profit/(Loss) before interest, depreciation & Tax (497.11) (72.07)

Less/Add: Interest

Depreciation 5.80 6.81 Tax/VAT Paid

(Loss) / Profit for the year before tax (502.91) (78.88) Provision for Taxation

(Loss) / Profit after tax arid adjustments (466.72) (78.88)

(Loss) b/f from previous year (3672.59) (3593.71)

(Loss) carried forward to Balance Sheet (4139.31) (3672.59)

II. DIVIDEND

Due to Loss incurred by the Company, the Board of Directors do not recommend dividend for the year.

III. OPERATIONS

During the year under Report the Company has entered into Agreements for Sale for sale of surplus land situated at Chingavanam, Dist. Kottyam, Kerala. The Board of Directors are hopeful that substantial funds will be generated from sale of land and same can be deployed in new business activity / projects.

The Company has almost discharged all its liabilities and the payment to the remaining workmen in full and final settlement of their statutory dues, retrenchment, compensation, etc., has also been made during the year under report. The Company has also made payment of dues of KSEB in terms of the settlement arrived at. The Company is, thus, a debt free Company and can leverage its net own funds for new business activities, which the Company is contemplating to commence.

IV. DEPOSITS

The Company does not have any deposits as on 31.03.2013

V. INDUSTRIAL RELATIONS

During the year under report the Company has made payment to the remaining workmen in full and final settlement of their dues.

VI. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limit prescribed and hence requirement of attaching a statement as required by section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 is not applicable to this report

VII. DIRECTORS

Shri R. S. Sarda, Director of the Company who retires by rotation, but being eligible, have offered himself for re-appointment.

VIII. AUDITORS

M/s. VMD & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and- are eligible for reappointment. The Company has received confirmation that the appointment, if made, would be within the limits prescribed u/s. 224(1B)oftheCompaniesAct, 1956.

JX. AUDITORS OBSERVATIONS ON ACCOUNTS

The Auditors have not made any adverse comment/observation in their Report.

X. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s.217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm

a. that in the preparation of the Annual Accounts for the Financial Year ended 31st March 2013, the applicable Accounting Standards have been followed and there has been no material departure except to the extent noted by the auditors in their report.

b. that the selected accounting policies were applied consistently and the directors 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, 2013 and of the Profit of the Company for the year ended as on date.

BY ORDER OF THE BOARD

PLACE: MUMBAI

DATE: 23rd MAY, 2013 Sd/-

S. B. SOMANI

CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors hereby present the SIXTY-SEVENTH ANNUAL REPORT together with the audited accounts for the year ended 31st March, 2012.

I. FINANCIAL RESULTS

The results for the year ended 3111 March, 2012 are summarized herein below:

Rs. In Lakhs

Year ended 31st March 20l2 2011

Other Income 909.43 63.46

Profit/(Loss) before interest, depreciation & Tax (72.07) (75.46)

Less/Add: Interest - 0.07

Depreciation 6 81 2.38

Tax / VAT Paid - 0.34

(Loss) / Profit for the year before tax (76.88) (78.41)

Provision for Taxation - 0.25

(Loss) / Profit after tax and adjustments (78.88) (78.16)

(Loss) B/f from previous year (3593 71) (3515.55)

(Loss) carried forward to Balance Sheet (3672.59) (35S3.71)

II. DIVIDEND

Due to Loss incurred by the Company, the Board of Directors do not recommend dividend for the year.

III. OPERATIONS

During the year under Report the Company has entered into an Agreement tor sale of plant & Machineries, equipments, scrap etc on as is where is basis which, due to wear and tear had lost their useful and productive life and had also become obsolete and outdated The Company has also made payment to all the remaining workers in full and final settlement of their statutory dues, retrenchment compensation etc. as per settlement arrived at in presence of Labour Commissioner, Trivandrum. After protected negotiations, a settlement of KSEB dues towards arrears of electricity charges was also arrived at and payment of Rs. 10 Crores has also been made as against final settlement amount of Rs 14.75 Crores. The Company approached Hon'ble Kerala High Court and Court directed KSEB to re-examine Company's request for waiver of minimum demand charges for the period when Company was dosed and no power was consumed. The Kerala High Court, has also stayed payment of balance amount.

Since by and largo the Company has discharged all its liabilities, your Directors are actively making efforts to commence new business activity / projects.

The Shareholders of the Company accorded their consent u/s 293(1)(a) of the Companies Act, 1956 on 15.03.2005 by passing a Resolution u/s 293(1 )(a) and authorized Board of Directors of the Company to sell surplus land situated at Chingavanam, Dist. Kottayam, Kerala

The Board of Directors of the Company has been negotiating with its prospective buyers to sell off surplus land situated at Chingavanam. The Directors are hopeful that substantial funds will be generated from sale of land and same can be deployed in new business activity.

V. DEPOSITS

The Company does not have any deposits as on 31.03.2012

VI. INDUSTRIAL RELATIONS

The Company is not carrying any manufacturing operations and full and final settlement of dues of workers working at Chingavanam has been made amicably.

VII. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limit prescribed and hence requirement of attaching a statement as required by section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 is not applicable to this report

VIII. DIRECTORS

Shri G. K. Joshi, Director of the Company who retires by rotation, but being eligible, have offered himself for re-appointment. Mr. G..R. Bang, Director of the Company expired on 17th December, 2011

IX. AUDITORS .

M/s. VMD & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received confirmation that the appointment, if made, would be within the limits prescribed u/s. 224(1 B) of the Companies Act, 1956.

X. AUDITORS OBSERVATIONS ON ACCOUNTS

The Auditors have not made any adverse comment/ observation in their Report.

XI. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s.217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm:

a. that in the preparation of the Annual Accounts for the Financial Year ended 31 stMarch 2012, the applicable Accounting Standards have been followed and there has been no material departure except to the extent noted by the auditors in their report.

b. that the selected accounting policies were applied consistently and the directors 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, 2012 and of the Profit of the Company for the year ended as on date.

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 or the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. that the annual accounts have been prepared on a "going concern' basis, though the Company does not have any manufacturing activity during the year.

XII. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As required in terms of section 217(1) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) rules 1988, the Report on Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo etc. is given in Annexure I forming part of this Report.

XIII. CORPORATE GOVERNANCE

Report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

XIV. GENERAL

The Balance Sheet and Profit and Loss Account of the Company have been signed as per the provisions of section 215 (1) (ii) of the Companies Act, 1956. Your Directors place on record their sincere appreciation for the continued co-operation, guidance and support provided during the year under report by various institutions concerned as also the employees of the company for their sincere and dedicated service in pursuing the corporate objectives of the company.

FOR AND ON BEHALF OF THE BOARD

sd/-

Place: Mumbai S. B. SOMANI

Date: 22nd JUNE, 2012 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2011

The Members,

The Directors hereby present the SIXTY-SIXTH ANNUAL REPORT together with the audited accounts for the year ended 31st March, 2011.

I. FINANCIAL RESULTS

The results for the year ended 31st March, 2011 are summarized herein below.

Rs. In Lakhs

Year ended 31st March 2011 2010

Net Sale — 0.02

Other Income 63.46 38.66

Profit/(Loss) before interest, depreciation & Tax (75.46) (107.54)

Less/Add: Interest 0.07 0.99

Depreciation 2.38 13.20

Tax/VAT Paid 0.34 0.14

(Loss)/Profit for the year before tax (78.41) (93.21)

Provision for Taxation 0.25 —

Less: Transferred from Revaluation Reserve from — 99.23 P&LA/c

(Loss) / Profit after tax and adjustments (78.16) (4.34)

(Loss) b/f from previous year (3515.55) (3511.21)

(Loss) carried forward to Balance Sheet (3593.71) (3515.55)

II. DIVIDEND

Due to Loss incurred by the Company, the Board of Directors do not recommend dividend for the year.

III. OPERATIONS

The Company has not carried any Manufacturing operations during the year under report. The Plant, Machineries and other installations have become obsolete and outdated and have outlived their economic life. Hence the Board of Directors has been exploring new business opportunities to make best use of land other infrastructure facilities available at Chingavanam Plant. The Board had also conducted feasibility study and has zeroed on setting up an IT Park. After protracted negotiations an amicable settlement has been arrived at for payment of dues to at for payment of dues to remaining workmen including their claim for retrenchment compensation and payment will be made to them shortly. The Company is also at advance stage of negotiations with KSEB for one time settlement of its dues. The settlement of these two major issues will pave the way for commencing any new business activity at factory site.

IV. SALE AND/OR DISPOSAL OF SURPLUS. UNSERVICE ABLE AND UNECONOMIC PLANT AND MACHINERIES

Pursuant to consent accorded by shareholders by passing ordinary resolution u/s 293 (1) (a) of Companies Act, 1956 through Postal Ballot on 15-03-2005 inter-alia for Sale of Surplus, unserviceable and uneconomic Plant and Machineries, the Board has decided to sell and /or dispose off all such assets which will enable the Company to pursue new business activity at Chingavanam factory site. The Company has initiated necessary steps for obtaining necessary approvals etc.

V. DEPOSITS

The Company does not have any deposits as on 31.03.2011

VI. INDUSTRIAL RELATIONS

The industrial relations by and large are satisfactory.

VII. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limit prescribed and hence requirement of attaching a statement as required by section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 is not applicable to this report

VIII. DIRECTORS

Shri P. C. Jain, Director of the Company who retires by rotation, but being eligible, have offered himself for re-appointment.

IX. AUDITORS

M/s. VMD & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received confirmation that the appointment, if made would be within the limits prescribed u/s. 224(1 B) of the Companies Act, 1956.

X. AUDITORS OBSERVATIONS ON ACCOUNTS

As regards the observations of the Auditors in Para No. 3 f of their Report the directors state that since various statutory demands are under appeal and have not crystallized yet, hence no provision has been made in the accounts.

XI. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s.217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts for the Financial Year ended 31* March 2011, the applicable Accounting Standards have been followed and there has been no material departure except to the extent noted by the auditors in their report.

ii. that the selected accounting policies were applied consistently and the directors 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 31,2011 and of the Profit of the Company for the year ended as on date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 or the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a "going concern" basis, though the Company does not have any manufacturing activity during the year.

XII. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As required in terms of section 217(1) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) rules 1988, the Report on Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo etc. is given in Annexure I forming part of this Report.

XIII. CORPORATE GOVERNANCE

Report on corporate governance and a certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

XIV. GENERAL

The Balance Sheet and Profit and Loss Account of the Company have been signed as per the provisions of section 215 (1) (ii) of the Companies Act, 1956. Your Directors place on record their sincere appreciation for the continued co- operation, guidance and support provided during the year under report by various institutions concerned as also the employees of the company for their sincere and dedicated service in pursuing the corporate objectives of the company.

FOR AND ON BEHALF OF THE BOARD

sd/- S. B. SOMANI CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai Date : 4th July, 2011

---

Mar 31, 2010

The Directors hereby present the SIXTY-FIFTH ANNUAL REPORT together with the audited accounts for the year ended 31st March, 2010.

I. FINANCIAL RESULTS

The results for the year ended 31st March, 2010 are summarized herein below:

Rs. in Lakhs

Year ended 31st March 2010 2009

Net Sale 0.02 225.50

Other Income 38.66 36.95

Profit/(Loss) before interest, depreciation & Tax (99.61) (42.74)

Less/Add: Interest 0.99 0.35

Depreciation 13.20 13.92

Tax / VAT Paid 0.14 9.66

(Loss) / Profit for the year before tax (113.94) (66.67)

Provision for Taxation - -

Less : Transferred from Revaluation Reserve 109.60 10.91

(Loss) / Profit after tax and adjustments (4.34) (55.76)

(Loss) b/f from previous year (3511.21) (3455.45)

(Loss) carried forward to Balance Sheet (3515.55) (3511.21)

II. DIVIDEND

Due to Loss incurred by the Company, the Board of Directors do not recommend dividend for the year.

III. OPERATIONS

At present the manufacturing plants at Chingavanam are not in operation. They were re-opened for maintenance, however, the work had to be discontinued for the time being. Your Board of Directors had appointed an agency to study Techno-Economic viability for manufacturing Ferro Silicon .However, the resumption of manufacturing activity could not be taken up due to various issues yet to be sorted out with state Government, Labour Unions and other concerned Authorities.

The process of the payment of retirement benefits to the employees who have resigned / retired from the services of the Company is still continuing. This has paved the way to engage the services of need based employees on resumption of manufacturing activities.

IV. DEPOSITS

The Company does not have any deposits as on 31.03.2010

V. INDUSTRIAL RELATIONS

The industrial relations by and large are satisfactory

VI. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limit prescribed and hence requirement of attaching a statement as required by section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 is not applicable to this report

VII. DIRECTORS

Shri R. S. Sarda, Director of the Company who retires by rotation, but being eligible, have offered themselves for re-appointment.

VIII. AUDITORS

M/s. VMD & Co., Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received confirmation that the appointment, if made, would be within the limits prescribed u/s. 224(1B) of the Companies Act, 1956

IX. AUDITORS OBSERVATIONS ON ACCOUNTS

As regards the observations of the Auditors in para No.4 f (i) of their Report the Directors state that since various statutory demands as referred to in Note Nos.2.2.1 & 2.2.2 are under appeal and have not crystallized yet, hence no provision has been made in the accounts.

As regards the observations of the Auditors in para No.4 f (ii) of their report, the Directors state that no provision has been made in the accounts as no demand has been made and liability has not crystallized.

X DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s.217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm:

i. That in the preparation of the Annual Accounts for the Financial Year ended 31st March 2010, the applicable Accounting Standards have been followed and there has been no material departure except to the extent noted by the auditors in their report.

ii. that the selected accounting policies were applied consistently and the directors 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, 2010 and of the Profit of the Company for the year ended as on date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 or the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a “going concern” basis, though the Company does not have any manufacturing activity during the year.

XI. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As required in terms of section 217(1) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) rules 1988, the Report on Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo etc. is given in Annexure I forming part of this Report.

XII. CORPORATE GOVERNANCE

Report on corporate governance and a certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the Stock Exchange is given as Annexure II forming part of this Report.

XV. GENERAL

The Balance Sheet and Profit and Loss Account of the Company have been signed as per the provisions of section 215 (1) (ii) of the Companies Act, 1956. Your Directors place on record their sincere appreciation for the continued co-operation, guidance and support provided during the year under report by various institutions concerned as also the employees of the company for their sincere and dedicated service in pursuing the corporate objectives of the company.



FOR AND ON BEHALF OF THE BOARD

PLACE : MUMBAI sd/-

DATE : 6TH JULY, 2010 S. B. SOMANI

CHAIRMAN & MANAGING DIRECTOR