Directors Report of Tuticorin Alkali Chemicals & Fertilizers Ltd.

Mar 31, 2025

Your Directors hereby present the 52^nd Annual Report on the
performance together with the Audited Financial Statements of the
Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS (Rs. In Crores)

DESCRIPTION	2024-25	2023-24
Total Income	316.11	322.69
Gross Profit after meeting all expenses, but before providing depreciation and interest	68.70	77.81
Interest	5.28	3.10
Depreciation	6.71	4.11
Extraordinary items	22.88	(3.98)
Net Profit for the year	79.59	66.62
Deferred Tax (charge) / benefit	(17.40)	3.00
Total Earnings	62.19	69.61
Accumulated Loss	(185.40)	(247.59)
Networth before revaluation of land & buildings	(57.69)	(119.72)
Networth after revaluation of land & buildings	141.20	79.17
Basic & Diluted EPS	5.10	5.70

The Revenue from operations for FY 2024-25 stood at Rs. 309.48
crores, Profit before tax for FY 2024-25 stood at Rs. 79.59 crores.

DIVIDEND

Your Directors decided to conserve resources for business operations
and hence not recommended any dividend.

SHARE CAPITAL

As of 31^st March 2025, your Company''s paid-up equity share capital
stood at Rs. 121,83,58,300. There were no alterations in share
capital during the year.

TRANSFER TO RESERVES

In accordance with Sections 123 and 134(3)(j) of the Companies
Act, 2013, no transfers were made to the General Reserves for the
year under review.

CHANGE IN BUSINESS NATURE

There has been no changes in the nature of the Company''s business
operations during FY 2024-25.

COMPANY OVERVIEW

Your company specializes in sustainable chemistry solutions and
operates primarily only through a segment which operates in basic
chemistry, which includes alkali chemicals such as Soda Ash and
Sodium Bicarbonate. Your company also manufactures Ammonium
chloride through improved Solvay process.

PERFORMANCE REVIEW & STATE OF COMPANY’S AFFAIRS

During the year under review, your Company demonstrated consistent
growth in production across all quarters, achieving several key
operational milestones. This culminated in a record annual output of
approximately 62,000 metric tonnes (MT) — the highest since 2011
and the best performance in the past 15 years.

The daily average production also showed a marked improvement,
reflecting enhanced operational efficiency. Looking ahead, your
Company remains optimistic about further increasing production
capacity in the current financial year, subject to market conditions.

The production and sales during the year ended 31^st March, 2025
compared to the previous financial year, are as given below:

Product	Production		Sales (Includes Internal Consumption)
	2024-25	2023-24	2024-25	2023-24
Soda Ash (Light)	62,280	58,320	63,530*	55,270*
Ammonium Chloride	54,550	55,690	49,096	50,009

* Includes captive consumption
PRODUCT WISE PERFORMANCE

During the financial year 2024-25, Your Company recorded a relative
increase in the production and sales volume of Soda Ash compared
to the previous year. However, realisations were lower due to a
decline in market prices, primarily driven by increased global supply
and competitive pricing pressures.

Ammonium Chloride (ACL) production remained consistent with the
previous year. The market for ACL is expected to recover gradually
from 2025 onwards. The product gained wider acceptance among
users during the year and is anticipated to diversify in its application
and output forms in the coming period.

Despite intermittent local rainfall, the prices of salt remained stable.
Your Company successfully maintained its captive salt production
capacity at 11,375 MT, ensuring operational self-reliance and
continuity. Ammonia prices softened in the latter part of the year
compared to previous periods, contributing to cost efficiency.

Your Company continues to meet majority of the Light Soda Ash
requirements for detergent-based FMCG products in Southern India,
reinforcing its strategic importance in the region.

Your Company''s logistics infrastructure is built around a multi¬
modal transportation framework comprising rail, shipping, and road,
offering flexibility and cost efficiency. Strategic expansion into remote
locations has further strengthened last-mile connectivity, enhancing
market accessibility and service reliability.

SUSTAINABILITY

Your Company remains committed to producing low carbon footprint
products, with continuous focus on sustainable practices. A major
milestone during the year was the complete transition to biomass-
based fuel, successfully executed by the Inhouse project team.

This shift ensured our continuous march towards sustainability and
reduction in carbon footprint. As a result, the captured carbon dioxide
is biogenic in nature, contributing positively to the carbon cycle.

Your Company is actively conducting carbon footprint studies, which
show a substantial reduction in emissions due to biomass usage.
Further, investments are being made to convert indirect emissions
from power consumption to green energy sources, including wind
and solar power, expected to be operational in the coming year.
By using the alternative technologies like the Solvay process, your
Company has taken a pioneering role in establishing low-carbon
products and is steadily progressing towards Net Zero emissions.

MARKET SCENARIO

India''s economy continues to demonstrate resilience and growth,
driven by strong domestic demand, infrastructure development,
and industrial expansion. Among the key contributors to this
growth is the chemical manufacturing sector, which plays a pivotal
role in supporting various industries such as agriculture, textiles,
pharmaceuticals, and construction. The Indian chemical industry,
valued at ~US$ 250 billion, is expected to grow by approximately
8 - 10% in FY2026. Indian companies are attracting investments
from Japan, Korea and Thailand, who are seeking to diversify supply
chains.

India is fourth largest producer of agrochemicals globally. India
is rapidly emerging as major global manufacturing hub for
agrochemicals, driven by low manufacturing cost, low labour cost, a
technically skilled workforce and high production capacity.

FUTURE OUTLOOK

The Company remains committed to sustainable growth and
environmental stewardship. During the transition to biomass-based
production, challenges related to carbon dioxide (CO₂) capture were
effectively addressed, enabling a successful ramp-up in production.

With increasing market preference for low-carbon products,
particularly in the soda ash segment, the Company is actively
modernising its plant and machinery to enhance capacity and reduce
its environmental footprint. These efforts are aligned with evolving
industry standards and customer expectations.

Looking ahead, the Company aims to progressively reduce its carbon
footprint through expanded adoption of renewable energy, increased
biomass utilisation, and the integration of advanced energy-efficiency
technologies. In addition, the Company is actively evaluating carbon
capture solutions and green process innovations to support India''s
net-zero ambitions.

These strategic initiatives are expected to strengthen environmental
compliance, improve long-term cost competitiveness, and reinforce
the Company''s position as a responsible and sustainable chemical
manufacturer.

OPPORTUNITIES AND THREATS

Your Company has initiated a long-term growth strategy in
collaboration with its customers, focusing on capacity expansion,
modernisation, and a structured pricing policy. Engineering works
are underway to revamp production facilities, supported by AI-driven
process optimisation to enhance efficiency. Recognizing the potential
challenges in marketing higher volumes of Ammonium Chloride,
the Company has developed firm long-term plans to strengthen its
market presence. These efforts aim to ensure sustainable growth

and meet rising demand, particularly from the FMCG and industrial
sectors. Fluctuations in raw material costs and global trade dynamics
may impact margins, particularly in the face of rising imports and
competitive pricing.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Soda Ash industry in India is predominantly concentrated in
Gujarat, owing to the abundant availability of key raw materials such
as salt and lime. Soda Ash is primarily used in the manufacture of
detergents and glass.

Your Company also produces Ammonium Chloride fertilizer as a co¬
product, utilizing an enhanced version of the Solvay process. As part
of its commitment to sustainability, your Company captures carbon
dioxide (CO₂) gas from boiler flue emissions to use as a raw material
in the production process.

In a significant step towards green manufacturing, both boilers
have been converted to operate on biomass fuel, enabling a more
environmentally friendly production route. Notably, your Company has
successfully conducted pilot operations to manufacture the world''s
first Green Soda Ash and Green Ammonium Chloride, marking a
pioneering achievement in sustainable chemical production.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Your Company maintains a recognized union that operates on
democratic principles and engages regularly with the Human
Resources department to foster a collaborative and transparent work
environment.

As of 31^st March 2025, the total employees on the rolls of your
Company stood at 307 employees. In alignment with its strategic
workforce development plan, the ongoing campus recruitment
program has remained a cornerstone for sourcing and nurturing
emerging talent, positioning them for future leadership roles.

In support of employee well-being, your Company continues to
offer maternity leave benefits to all eligible women employees, fully
compliant with the Maternity Benefit Act, 1961.

ENVIRONMENT AND SAFETY

During the year, your Company successfully upgraded and obtained
certifications for ISO 9001:2015 (Quality Management System)
and ISO 14001:2015 (Environmental Management System),
reinforcing its commitment to quality and sustainability. Additionally,
the Company has maintained BIS certification for product quality.
Your company has also obtained Award from BIS for ensuring zero
deviations over the past 3 years.

In recognition of its efforts towards sustainability and innovation,
your Company was honored with the FICCI Award for Resource
Efficiency and Circular Economy 2025, and the Unilever Home Care
Clean Future Award 2024 during the financial year 2024-25.

WIND MILL

During the financial year 2024-25, power generation from the
Wind Turbine Generators located at Gudimangalam, Tirupur District
remained stable, maintaining performance levels comparable to the
previous year.

CAPTIVE SALT PRODUCTION

During the year, your Company achieved a salt production of
11,375 metric tonnes (MTs). All previously unused salt pans were

brought into operation to optimize output. However, unseasonal and
unexpected rainfall adversely affected production levels, which could
have otherwise seen further improvement.

While the availability of enriched reject water from the SWRO
(Seawater Reverse Osmosis) plant had the potential to enhance
productivity, the aftermath of flooding also contributed significantly
to the reduced salt output during the year.

DEPOSIT FROM PUBLIC

There was no outstanding deposit as at 31^st March, 2025. The
Company has neither accepted nor renewed any deposits during the
year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND

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

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

1. Current Ratio (times) of the Company has improved to 0.73
(FY 2023-24: 0.55) Increase in Current Assets on account of
increase in trade receivables, Increase in Inventories on account
of increased operation during the year resulted in increase in
current ratio.

2. Debt Equity Ratio (times) of the Company has improved to 2.69
(FY 2023-24: 4.27) The ratio has decreased primarily due to
increase in shareholders'' equity on account of current year
profits, which resulted in a positive movement in the Other Equity
, because of the impact of past brought forward losses which
had moderated, leading to an improvement in the equity base.

3. Debt Service Coverage Ratio (in times) of the Company has
decreased to 15.07 (FY 2023-24: 21.49) Due to increase in
Finance cost, current year ratio is lower.

4. Return on Capital employed (in %) of the Company has
decreased to 0.23 (FY 2023-24: 0.26) Variance is on account
of increase in borrowings and reduction in negative balance in
retained earnings due to profits.

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

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

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

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

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

Your company risk has been drastically reduced and only risk
associated to normal business operations persist, which is in regular
monitoring and control of Risk Management committee of the
company. Hence the Board does not envisage any other major risk.

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

The transactions entered into during the financial year with related
party as defined under the Act were in the ordinary course of business
and at arm''s length basis. There were no materially significant
transactions during the financial year 2024-25, which were in conflict
with the interests of the Company. Policy on materiality of related
party transactions is placed on the Company''s website viz., www.
tacfert.in

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
UNDER REVIEW

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

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

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

d) the directors had prepared the annual accounts on a going
concern basis; and

e) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively. Internal

financial control means the policies and procedures adopted
by the Company for ensuring the orderly and efficient conduct
of its business including adherence to Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial
information.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

No case of sexual harassment was reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board''s composition is in compliance to the provisions of
the Companies Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including criteria
related to Independent Directors, Woman Director and directorship
limits across listed entities.

The Company''s Board comprises the following directors as on
31^st March, 2025:

Mr. Ashwin C Muthiah, Ms. Devaki Muthiah Chardon, Mrs.
Rita Chandrasekar, Ms. Sashikala Srikanth, Mr. T. K. Arun, Mr.
G.D. Sharma, Mr. K. R. Anandan and Mr. E Rajeshkumar.

Appointments

• Mr. Ashwin C Muthiah (Appointed as Chairman and Non
executive Non Independent director wef 14^th August 2024)

• Ms. Sashikala Srikanth (Appointed as Independent director wef
14^th August 2024)

• Mr. T. K. Arun (Appointed as Independent director wef 14^th
August 2024)

• Mr. G. D Sharma (Appointed as Independent director wef 14^th
August 2024)

• Ms. Latha Ramanathan (Appointed as Additional director under
the category of Independent - Non executive wef 31^st July 2025)

Completion of term

• Mr. B. Narendran (Completed second term five year as
Independent director wef 13^th August, 2024)

• Mr. S. Asokan (Completed second term five year as Independent
director wef 13^th August, 2024)

• Ms. Rita Chandrasekar (Completed her second term five year as
Independent director wef 30^th July, 2025)

Other KMP:

• Mr. S. Nandakumar is the Chief Financial Officer of the company.

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

• Mr. D Prem Babu was appointed as the Chief Financial Officer of
the company wef 12^th May, 2025.

• Mr. S. Nandakumar resigned from the post of Chief Financial
officer of the company wef 11^th May, 2025.

The Board expresses its sincere gratitude to Mr. B. Narendran,
Mr. S. Asokan, Ms. Rita Chandrasekar and Mr. S. Nandakumar for
their valuable contributions during their tenure.

COMMITTEES OF THE BOARD

There are five committees of the Board namely, Audit Committee,
Nomination & Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee and Borrowing committee.
The details of composition of committees are furnished in the
Corporate Governance report, which is annexed to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves for
the continuance / appointment as independent directors under the
provisions of the Companies Act, 2013 and in accordance with
applicable SEBI Regulations

The Independent Directors have also affirmed that they have
completed requisite steps towards the inclusion of their names in
the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act, read
with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has undertaken an
annual evaluation of its own performance, that of individual Directors,
and the functioning of its various Committees.

The Independent Directors, at their separate meeting held without
the participation of Non-Independent Directors and Key Managerial
Personnel, evaluated the performance of the Board as a whole and
that of the Non-Independent Directors. They also reviewed the quality,
quantity, and timeliness of information flow between the Company''s
Management and the Board, which is essential for effective decision¬
making and governance.

This structured evaluation process is aimed at enhancing the overall
effectiveness of the Board and ensuring that its composition and
functioning remain aligned with the Company''s strategic objectives
and regulatory expectations.

STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants, Chennai,
(Registration No.105047W) have been appointed as Statutory
Auditors of the Company in 44th Annual General meeting and after
completion of a five years period, the term was further extended by
another 5 years, till the AGM to be held in 2027, in the AGM held on
21.09.2022.

SECRETARIAL AUDITOR

Under Section 204 of the Companies Act, 2013 and Regulation
24A of SEBI Listing Regulations, the Company appointed
Ms. KRA & Associates, Practicing Company Secretary, Chennai, as
Secretarial Auditor for FY 2024-25. The Company complied with
applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government. The
Secretarial Audit Report for FY 2024-25 is annexed and contains no
qualifications, reservations, adverse remarks or disclaimers.

In accordance with the amended Regulation 24A, effective from
FY 2025-26, shareholders may approve the appointment or
reappointment of Secretarial Audit firms for a maximum of two five-
year terms. M/s. KRA & Associates, Chennai, has given their consent
and eligibility certificate for appointment. The Board, at its meeting on
03^rd February 2025, has recommended their appointment for a term
of 5 years covering FY 2025-26 to FY 2029-30, subject to Members
approval at the ensuing AGM.

COST AUDITOR

M/s. B Y & Associates, Cost Accountants (Firm Registration No.
003498), were appointed to conduct the cost audit of the Company
for FY 2024-25. The Company has duly maintained its cost records
in compliance with Section 148(1) of the Companies Act, 2013, as
prescribed by the Central Government. The Cost Audit Report for
the previous fiscal year ended 31^st March 2024 was filed within the
stipulated timeframe as required under the Act.

In continuation of regulatory compliance, cost accounts and records
for FY 2024-25 have also been maintained. Based on the Audit
Committee''s recommendation, the Board at its meeting held on 03rd
February 2025 re-appointed M/s. B Y & Associates as Cost Auditors
for FY 2025-26, at a remuneration of Rs. 90,000/- plus actual
out-of-pocket expenses. The payment of remuneration is subject
to Members approval/ratification at the forthcoming 52^nd Annual
General Meeting.

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

The Audit Committee consists of Ms. Sashikala Srikanth, Mr.
K.R. Anandan and Mrs. Rita Chandrasekar.

The Company has established a vigil mechanism and oversees
through a committee, the genuine concerns expressed by the
employees and other Directors. The Company has also provided
adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct

access to the chairman of the Audit Committee on reporting issues
concerning the interests of co-employees and the Company. Policy
is given in Annexure 3 and is placed on the Company''s website viz.,
www.tacfert.in.

SHARES

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

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

No Bonus Shares were issued during the year under review.

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

ANNUAL RETURN

In compliance with Section 92 of the Companies Act, 2013, the
Annual Return in Form MGT-7 for FY 2023-24 has been uploaded
on the Company''s website. The Annual Return for FY 2024-25 will
be duly filed with the Registrar of Companies within the statutory
timeline, following the conclusion of the 52^nd Annual General Meeting,
scheduled for 29^th September 2025. Once filed, it will be accessible
at: https://tacfert.in/investors/annual-reports/

REPORTING OF FRAUDS BY AUDITORS

During FY 2024-25, there were no instances of frauds reported by
the Statutory Auditors, Cost Auditors and Secretarial Auditors under
Section 143(12) of the Companies Act, 2013

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

Your Company has instituted a comprehensive framework of internal
financial controls designed to oversee operational workflows,
ensure precision in financial reporting and maintain compliance with
applicable Regulations. These controls undergo regular evaluations
by both Internal and Statutory Auditors, with their findings reviewed
by the Audit Committee. Any identified gaps are promptly addressed
through structured corrective actions and defined timelines. The
Committee also assesses the Internal Auditor''s reports covering key
business processes and accounting practices.

Risk management remains a core component of the Company''s
governance structure. In alignment with SEBI Listing Regulations,
a dedicated Risk Management Committee has been constituted and
a detailed Risk Management Policy has been adopted. This policy
facilitates systematic identification of business risks and prescribes
appropriate mitigation strategies. The Board reviews the Risk
Management Report at periodic intervals to monitor emerging risks
and the effectiveness of ongoing mitigation efforts.

LOANS, GUARANTEES OR INVESTMENTS

No loans or guarantees under Section 186 of the Act were extended
by the Company during the year under review.

During the year, the Board of Directors of the Company at their
Meeting held on 15^th May 2024, had approved the proposal to

invest in the Equity Shares of M/s Green Infra Renewable Energy
Generation Private Limited (GIREGPL), M/s Green Infra Renewable
Energy Projects Limited (GIREPL) and M/s Green Infra Wind Energy
Generation Limited (GIWEGL) (“SEMBCORP Group”), for value not
exceeding Rs. 15,67,95,000/- in order to qualify as captive user of
power under Electricity Rules, 2005. Pursuant to this arrangement,
your Company entered into a Share Subscription cum Shareholders
Agreement dated 24^th September 2024. As on the date of this report,
pursuant to the Agreement, your Company invested 23,58,212 equity
shares of Rs.10 each at par in GIREGPL offered on rights basis on
19^th February 2025. 1,05,51,000 equity shares of Rs. 10 each at par
in GIREPL based on various offers and 26,97,988 equity shares of
Rs. 10 each at par in GIWEGL offered on Private Placement basis on
13^th June 2025.

SIGNIFICANT LEGAL ORDERS

No significant or material orders were passed by any regulatory
authority, court or tribunal that could adversely impact the Company''s
going concern status or its future operations.

INSOLVENCY AND BANKRUPTCY PROCEEDINGS

As of 31^st March 2025 and through the date of this report, there
have been no applications filed or proceedings initiated against the
Company under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT AND LOAN VALUATION DISCLOSURE

No one-time settlements or loan valuations differing in amount were
undertaken during the year. Hence, no disclosures are required under
this clause.

CORPORATE GOVERNANCE

In accordance with the requirements of Schedule V and Regulation
34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed report on Corporate Governance for
the year ended 31^st March,2025 forms an integral part of this Annual
Report.

A certificate from M/s KRA & Associates, Practicing Company
Secretaries, confirming compliance with the prescribed Corporate
Governance norms has been annexed to this Report.

FAMILIARIZATION PROGRAMME

Upon induction to the Board, Independent Directors participate
in a structured Familiarization Programme designed to provide
insights into the Company''s operations, governance framework,
and regulatory environment. Details of this programme are disclosed
in the Corporate Governance Report and are also available on the
Company''s website at https://www.tacfert.in.

In addition to the initial programme, individual site visits and detailed
discussions are conducted periodically to ensure continuous
engagement. Directors are regularly updated on legal and regulatory
developments, enabling them to effectively discharge their
responsibilities and contribute meaningfully to Board deliberations.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

PARTICULARS OF EMPLOYEES

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

Pursuant to the provisions of Section 136 of the Companies Act, 2013
and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company shall provide the
details to any shareholder upon specific written request, made before
the date of the Annual General Meeting. The Company shall furnish
such details within three days of receiving the request. If the request
is received after the AGM, the details shall be provided within seven
days of receipt of such request.

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

The ratio of the remuneration	Mr. Ashwin Muthiah	0.58
of each director to the	Ms. Devaki Muthiah	0.70
median remuneration of the	Chardon
employees of the Company	Mr. T K Arun	0.58
for the financial year -	Ms. Sasikala Srikanth	0.39
2024-25	Mr. G D Sharma	0.58
	Mr. B. Narendran	0.12
	Mr. S. Asokan	0.12
	Ms. Rita Chandrasekar	0.70
	Mr. K.R. Anandan	0.70
The percentage increase in remuneration of each Director, Chief Financial	Mr. E. Rajeshkumar Wholetime Director	42.65
	Mr. S. Nandakumar,
Officer and Company
Secretary in the financial	Chief Financial Officer	13.05
year - 2024- 25.	Ms. C.S. Vijayalakshmi Company Secretary	25.72
The percentage increase in the median remuneration of employees in the financial Year - 2024-25.		45.82
The number of permanent employees on the rolls of
Company as on 31.03.2025		307
Average percentage increase	Average percentage	20.01
already made in the salaries	increase already made in
of employees other than	the salaries of employees
the managerial personnel in	other than the key
the last financial year and	managerial personnel in
its comparison with the	the FY 2024-25.
percentage increase in the	Average percentage	33.81
managerial remuneration	increase already made
and justification thereof	in the salaries of the key managerial personnel in the FY 2024-25.

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

A. Conservation of Energy

1. Steps taken and impact on conservation of energy

a. Induction turbine alternator to utilize the energy in the
steam let down for process use, was commissioned
and approximately 5000 units a day is being produced,
which resulted in a saving of approximately Rs.1 crore
per annum.

b. Due to installation of filter press in the recycle stream,
added last year, the distiller steam consumption has
come down, resulting in a saving of steam, which will
save about Rs.2 crores per annum.

2. Steps taken for utilizing alternative sources of energy

Your Company has successfully implemented switch over
of fuel from Coal to Biomass This has eliminated usage of
coal of approximately 50,000 MTs in a year and producing
low carbon footprint product.

Company is also investing in getting Green power through
solar/wind and expected to get this power from next year.

3. Capital investment in conservation energy

Further investment of Rs.100 lakhs is being made to fire biomass
into the boiler.

B. Technology Absorption

(a) The Company has fully utilized the imported Technology of
Hitachi Zosen, Japan which was imported in the year 1980.
Towards modernization of plant, the company is carrying
out the engineering from Dalian Engineering.

(b) Expenditure on Research & Development

(i) Capital Nil

(ii) Recurring Nil

(iii) Total Nil

C. Foreign Exchange Earnings and outgo:

(a) Foreign Exchange inflow : Rs. 5000 lakhs

(b) Foreign Exchange outflow: Rs. 4198.35 lakhs
GENERAL

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

a. No significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and
Company''s operations in future

b. There was no issue of Equity shares with differential voting rights
ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Company''s activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed
on your Company.

DISCLAIMER

Statements in the Management Discussion and Analysis describing
the Company''s objectives, estimates, projections, expectations may
be “forward-looking statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that would make a
difference to the Company''s operations include economic conditions
affecting demand-supply and price conditions in the domestic and
overseas markets in which the Company operates, raw material
availability and its prices, changes in the Governmental regulations,
labour negotiations, tax laws and other statutes and economic
development within India.

For and on behalf of the Board of Directors

Place : Chennai e. RAJESHKUMAR K.R. ANANDAN

Date : 13^th August, 2025 WHOLE TIME DIRECTOR DIRECTOR

---

Mar 31, 2024

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

FINANCIAL RESULTS (Rs. In Crores)

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

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

The soda ash plant average production levels are maintaining in the range of 200 to 225 MTPD and your company hopes to have a better production performance during current financial year.

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

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

(Qty. in MTs)

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

*Includes captive consumption

DIVIDEND

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

MARKET SCENARIO

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

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

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

Sustainability

In sustainability front, TFL has initiated the efforts to reduce the carbon footprint of the product. During this year, the facility has converted both of its coal fired boilers to biomass firing successfully. Biomass feeding system has also been established. As an energy improvement activity, to reduce the heat loss through stack, Air preheater has been installed successfully in LB09 boiler to reduce flue gas temperature from 180 °C to 150 °C and the boiler efficiency has been improved by ~3%.

With this, the plant has also imported 37.44 MT of Green ammonia from Egypt through ISO tankers, procured green power and established WORLD’S FIRST GREEN SODA ASH AND GREEN AMMONIUM CHLORIDE on 3^rd November 2023 through the existing dual Process. While the alternate technology of Solvay process is aiming for 30% reduction in carbon footprint by 2030, your company has pioneered in establishing FIRST GREEN SODA ASH production during this year itself.

FUTURE OUTLOOK

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

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

OPPORTUNITIES AND THREATS

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

INDUSTRY STRUCTURE AND DEVELOPMENTS.

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

PRODUCT WISE PERFORMANCE

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

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

RISKS AND CONCERN

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

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

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

The plant operations of the company has been maintained at the same level of operation as per last year operations. Plant operation was interrupted for the month due to floods in December 2023. The selling prices of Soda Ash/Ammonia Chloride were adjusted as per the import / market trends. The networth of the company has been increased due to profits earned during the current year.

ENVIRONMENT AND SAFETY

Upgrading to ISO 9001:2015 the latest standard in final stages. WIND MILL

During the year 2023-24, 6,03,735 units were generated from Wind Turbine Power Generators at Gudimangalam, Tirupur District, as against 4, 59,128 units generated in the previous year. The aging windmills are being refurbished for better results

POWER PURCHASE

Your Company purchased 7,55,964 units of electricity under the Group Captive Scheme during the financial year starting from 1^st April, 2023 to 31^st March, 2024 from IEX.

CAPTIVE SALT WORKS

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

FIXED DEPOSIT

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

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

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

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

Your Company was earlier primarily dependent on SPIC for the supply of CO2, while the ammonia was imported through

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions entered into during the financial year with related party as defined under the Act were in the ordinary course of business and at arm''s length basis. There were no materially significant transactions during the financial year 202324, which were in conflict with the interests of the Company. Policy on materiality of related party transactions is placed on the Company''s website viz., www. tacfert.in

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

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

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

No case of sexual harassment was reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Appointments

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

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

Resigantions:-

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

20.05.2023.

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

07.08.2023.

Mr. S. Nandakumar is the Chief Financial Officer of the company. Ms. C.S. Vijayalakshmi is the Company Secretary of the company.

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

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

COMMITTEES OF THE BOARD

There are four committees of the Board namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. The details of composition of committees are furnished in the Corporate Governance report, which is annexed to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.

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

Indian Institute of Corporate Affairs in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Boards'' performance and performance of the non-independent Director were considered/evaluated by the independent directors at their meeting without the participation of the non-independent director and key managerial personnel.

They also assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

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

STATUTORY AUDITORS

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

SECRETARIAL AUDITOR

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

COST AUDITOR

As per the Government of India''s directive, the Company''s Cost Reports in respect of Fertilizer -Ammonium Chloride and Chemical - Soda Ash for the year ended 31^st March, 2024 are being audited by the Cost Auditor M/s. Ravichandran Bhagyalakshmi & Associates, (Firm Reg No. 001253), who was appointed by the Board. The Company is required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act and that accordingly such accounts and records are made and maintained. The Cost Audit Report for the year ended 31^st March, 2023 was filed within the time stipulated under the Act.

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

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

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

INTERNAL FINANCIAL CONTROL:

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

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

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

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

SHARES

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

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

No Bonus Shares were issued during the year under review.

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

ANNUAL RETURN

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

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated is annexed to this Report.

FAMILIARIZATION PROGRAMME

The Independent Directors attend a Familiarization programme on being inducted to the Board. The details are provided in the Corporate Governance report and on the website of the Company viz., https://www.tacfert.in. Till COVID set in, the Directors were visiting the factory as a team to keep updated of the progress.

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

DISCLOSURE ON COMPLIANCEWITH SECRETARIAL STANDARDS

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

PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

A. Conservation of Energy

1. Steps taken and impact on conservation of energy

a. In Co2 capture plant, 700 KW induction generation was installed during 2021-22 and is working well. the equipment reliability was improved and the capacity has been improved from 5000 units/day to ~12000 Units/day with an annual saving of ~2 Crores/Annum

b. Due to installation of filter press in the recycle stream, added last year, the distiller steam consumption has come down, resulting in a saving of steam, which will save about Rs.2 crores per annum.

2. Steps taken for utilizing alternative sources of energy

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

3. Capital investment in conservation energy

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

B. Technology Absorption

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

(b) Expenditure on Research & Development

(i) Capital Nil

(ii) Recurring Nil

(iii) Total Nil

C. Foreign Exchange Earnings and outgo:

(a) Foreign Exchange inflow: Rs. Nil lakhs

(b) Foreign Exchange outflow: Rs. 2498.28 lakhs

GENERAL

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

a. No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

b. There was no issue of Equity shares with differential voting rights

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

DISCLAIMER

Statements in the Management Discussion and Analysis describing the Company''s objectives, estimates, projections, expectations may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

For and on behalf of the Board of Directors

Chennai K.R.Anandan E. RAJESHKUMAR

6^th August,2024 Director Wholetime Director

---

Mar 31, 2023

The Directors are pleased to present the 50th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2023.

FINANCIAL RESULTS	(Rs. In Crores)
DESCRIPTION	2022-23	2021-22
Sales Turnover (Net of GST)	515.09	180.57
Gross Profit / (Loss) after meeting all expenses, but before providing depreciation and interest	85.64	(28.63)
Interest	3.21	2.30
Cash Profit / (Loss)	82.43	(30.93)
Depreciation for the year	3.67	3.04
Extraordinary items	-	-
Net Profit / (Loss) for the year	78.76	(33.97)
Accumulated Loss	(339.63)	(418.39)
Networth before revaluation of land & buildings	(211.01)	(289.97)
Networth after revaluation of land & buildings	9.67	(69.09)
Unabsorbed deferred tax benefit	22.42	--
Total Earnings	101.18	(33.97)
EPS & Diluted EPS	8.30	(2.79)

The production for the financial year increased substantially by 40% over the last financial year, which was affected by the unseasonal rains and non-availability of salt and coal. However this year, the production was maintained as planned, almost all the days. However it could not be pushed further due to recurring maintenance issues, which now have been effectively attended to, and also due to loss of production for a month due to complete structural failure of the control room in October ''22. However, our team has responded very fastly to bring back the productivity within 30 days by installing the controls in make shift arrangement.

The average production levels have now been stabilized at around 200 TPD and your Company hopes to reach 225 TPD average in the current financial year.

All the repair works on major tanks, pipelines etc. were carried out, to achieve the above production level. New centrifuge, pumps have been added and orders have been placed for phased change of large volume circulation pumps, which will improve the efficiency of the plant further.

The production and sales during the year ended 31st March, 2023 compared to the previous year, are as given below;

			(Qty. in MTs)
			Sales
Product	Production		(Includes internal Consumption)
	2022-23	2021-22	2022-23	2021-22
Soda Ash (Light)	58,430	41,683	* 57,099	* 41,860
Ammonium Chloride	55,402	37,414	62,122	30,547

DIVIDEND

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

MARKET SCENARIO

The selling price of Soda ash was in tune with the landed cost of the international product, which remained high throughout the year. The prices were stable throughout the year and the market was also absorbing the material, at that price.

The price of salt and coal went up during the year, however the availability was not an issue. The ammonia price continued to increase and after reaching all-time high, it started coming down from the 4th quarter of the financial year 2022-23. The Soda ash sales to detergent units, has picked up and also steady and in view of the better plant performance, the Company hopes to market atleast

55.000 to 65,000 MTs of Soda Ash in the current financial year. Our other regular customers'' need also will be met satisfactorily.

Ammonium Chloride has found acceptance with many users during the last financial year and your Company sold all-time high of around

62.000 MTs of Ammonium Chloride in the financial year.

FUTURE OUTLOOK

Since the market for the soda ash manufactured by your Company is continuing to improve in view of the lower carbon footprint when compared to competing product, it should be possible to ramp-up the production further, and also expand the capacity.

Our Company is targeted to convert the boiler feedstock from coal to biomass. The CO₂ capture plant is being upgraded with a special technology, which is expected to bring down the cost of the production further, and also capture more CO₂, which will enable the Company to expand further and distribute lower carbon footprint Soda ash to detergent units, who have also announced to align with the Carbon Reduction Intention of the Government of India.

Ammonia storages with M/s.Greenstar Fertilizers Limited, has enabled the Company to operate continuously without having to shutdown for want of ammonia.

OPPORTUNITIES AND THREATS

While there is an opportunity to increase the production, the additional production of Soda Ash need to be moved up North, as your Company is located in the southern tip of India, this will bring in additional transportation cost. However effective use of rail racks and coastal shipping, will help us in keeping the cost under control and maximize the contribution. Your Company is also trying tie-ups with other units in this area, who are transporting large volume, to part use of their facilities, with the view to reduce the cost.

INDUSTRY STRUCTURE AND DEVELOPMENTS.

Soda Ash industry is concentrated in the state of Gujarat due to availability of salt and lime and your company is the only factory which is outside Gujarat. The product is mainly used in the manufacturing of detergents and glass. We co-produce Ammonium Chloride fertilizers, unlike Gujarat based industries. We capture raw material Co₂ gas from boiler flue gas whereas others use lime kiln gas.

PRODUCT WISE PERFORMANCE

Soda Ash about 36 Million Tons is the production in the country whereas the consumption level is around 40 Million Tonnes. India is both Importer and Exporter of Soda Ash.

Ammonium Chloride is a fertilizer with 25% available nitrogen. It is under fertilizer control order and is widely used as it is and used in combination with Potassium and phosphorous as complex fertilizer.

RISKS AND CONCERN

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The company has a recognized union operating on democratic principles frequently holding meetings with Human Resources department. We have 266 number of people employed and usually people from the adjacent districts/villages are recruited with a view to train and retain them. The recruitment are done through engineering level and junior engineering level training schemes

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

The plant operations of the company has been improved substantially in 2022-23 and the plant capacity in the year 2022-23 increased by 110% compared to previous year 2021-22. The selling prices of finished goods, ie Soda Ash and Ammonium Chloride are increased during the financial year 2022-23. Due to improved plant performance and selling prices resulted in higher net profit for the company.

The company have revalued its land at Tuticorin windmill land and also the buildings of the company after a long period. The revised value are accounted in the books of account of revaluation, the reserves have been increased and networth has become positive.

ENVIRONMENT AND SAFETY

Updation to ISO 9001:2015 the latest standard is under progress. WIND MILL

During the year 2022-23, 4,59,128 units were generated from Wind Turbine Power Generators at Gudimangalam, Tirupur District, as against 4,70,712 units generated in the previous year. All the available 5 units are operating in good condition. The aging windmills are being refurbished for better results

POWER PURCHASE

Your Company didn''t purchase electricity under the Group Captive Scheme during the financial year starting from 1 st April, 2022 to 31 st March, 2023.

CAPTIVE SALT WORKS

10,845 MTs of salt was produced and all the unused pans were also brought under production and the systems were modified to produce quality salt. With the availability of enriched water from the SWRO plant, more quantity of quality salt would be produced during the year.

FIXED DEPOSIT

There was no outstanding deposit as at 31st March, 2023. The Company has neither accepted nor renewed any deposits during the year under review..

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure 1, which is attached to this report.

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

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions entered into during the financial year with related party as defined under the Act were in the ordinary course of business and at arm''s length basis. There were no materially significant transactions during the financial year 2022-23, which were in conflict with the interests of the Company. Policy on materiality of related party transactions is placed on the Company''s website viz., www. tacfert.in

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

No case of sexual harassment was reported during the year. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company''s Board comprises of the following directors: Mr.B.Narendran, Mr.S.Asokan, Mrs.Rita Chandrasekar, Mr.E.Balu, Mr.K.R.Anandan and Mr.G.Ramachandran.

Mr.S.Nandakumar is the Chief Financial Officer of the Company.

Ms.S.Rohini Priyadarshini, the Company Secretary, left the services of the Company on 31.10.2022 and Ms.C.S.Vijayalakshmi, till then Consultant - Secretarial, took over as Company Secretary on 01.11.2022.

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

Sl. No	Name of the Director	Designation	Change	With Effect from
1.	E. Balu	Executive Director	Resignation	24-05-2023
2.	Devaki Ashwin Muthiah	Additional Director	Appointment	24-05-2023
3.	G. Ramachandran	Managing Director	Resignation	07-08-2023
4.	E. Rajeshkuamr	Additional Director / WTD	Appointment	08-08-2023

COMMITTEES OF THE BOARD

There are four committees of the Board namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. The details of composition of committees are furnished in the Corporate Governance report, which is annexed to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The Independent Directors have also affirmed that they have completed requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Boards'' performance and performance of the non-independent Director were considered/evaluated by the Independent Directors at their meeting without the participation of the Non-Independent Director and key managerial personnel.

They also assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

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

STATUTORY AUDITORS

M/s.MSKA & Associates, Chartered Accountants, Chennai, (Registration No.105047W) have been appointed as Statutory Auditors of the Company in 44th Annual General meeting and after completion of a five years period, the term was further extended by another 5 years, till the AGM to be held in 2027, in the AGM held on 21.09.2022.

SECRETARIAL AUDITOR

M/s. KRA & Associates, Practicing Company Secretaries have been appointed by the Board of Directors to carry out the Secretarial Audit for the year ended 31st March, 2023. Secretarial Auditor''s Report is annexed, which forms part of this report.

COST AUDITOR

As per the Government of India''s directive, the Company''s Cost Reports in respect of Fertilizer -Ammonium Chloride and Chemical - Soda Ash for the year ended 31st March, 2023 are being audited by the Cost Auditor M/s. Ravichandran Bhagyalakshmi & Associates, (Firm Reg No. 001253), who was appointed by the Board. The Company is required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act and that accordingly such accounts and records are made and maintained. The Cost Audit Report for the year ended 31 st March, 2022 was filed within the time stipulated under the Act.

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

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

However the Secretarial Auditor have some observations and our response is as below:-Under SEBI

Delay in one day in furnishing prior intimation of Board Meeting for 31st October, 2022.

Due to oversight, five days of prior Intimation was missed.

Delay in submission of Related party transactions for the half year ended September, 2022.

Due to network issues and due to hospitalization of Company secretary the uploading got delayed by 2 days.

The Statutory Auditors'' Report for the financial year ended, 31st March 2023 is annexed.

INTERNAL FINANCIAL CONTROL:

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

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

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

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

SHARES

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

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

No Bonus Shares were issued during the year under review.

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

ANNUAL RETURN

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

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a Chartered Accountant confirming compliance with the conditions of corporate governance as stipulated is annexed to this Report.

FAMILIARIZATION PROGRAMME

The Independent Directors attend a Familiarization programme on being inducted to the Board. The details are provided in the Corporate Governance report and on the website of the Company viz., https:// www.tacfert.in. Till COVID set in, the Directors were visiting the factory as a team to keep updated of the progress. Now the visits are made individually and the regular team visits are to commence shortly. However the Directors virtually discuss with Plant personnel couple of times in a year.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

The Company has no Employees, whose salary exceeds the limits as prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules , 2014. Disclosures under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The ratio of the remuneration of each director to the median	Mr.G.Ramachandran	17.27
remuneration of the employees of the Company for the financial	Mr.B.Narendran	0.33
year - 2022-23	Mr.S.Asokan	0.33
	Ms.Rita Chandrasekar	0.33
	Mr.K.R.Anandan	0.33
	Mr.E.Balu	0.33

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year -2022- 23.	Mr.G.Ramachandran, Managing Director Mr. S.Nandakumar, Chief Financial Officer Ms. S.Rohini Priyadarshini,Company Secretary (till 31.10.2022) * Ms.C.S.Vijayalakshmi Company Secretary (from 01.11.2022)	1.11 2.49 NA NA
The percentage increase in the median remuneration of employees in the financial Year - 2022-23		10.19
The number of permanent employees on the rolls of Company as on 31.03.2023		252
Average percentage increase already made in the salaries of	Average percentage increase already made in the	10.10
employees other than the managerial personnel in the last financial	salaries of employees other than the key managerial
year and its comparison with the percentage increase in the	personnel in the FY 2022-23.
managerial remuneration and justification thereof	Average percentage increase already made in the	3.62
	salaries of the key managerial personnel in the FY
	2022-23
*relieved from the services on 31.10.2022

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

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

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

A. Conservation of Energy

1. Steps taken and impact on conservation of energy

a. Post COVID, induction turbine alternator to utilize the energy in the steam let down for process use, was commissioned and approximately 5000 units a day is being produced, which resulted in a saving of approximately Rs.1 crore per annum.

b. Due to installation of filter press in the recycle stream, added last year, the distiller steam consumption has come down, resulting in a saving of steam, which will save about Rs.2 crores per annum.

2. Steps taken for utilizing alternative sources of energy

Your Company is implementing a system to co-fire of biomass and trials will commence in the next financial year 2023-24. This will avoid usage of coal of approximately 50,000 MTs in a year.

3. Capital investment in conservation energy

Further investment of Rs.100 lakhs is being made to fire biomass into the boiler.

4. The company has installed various Variable frequency drives to reduce the energy consumption in motors and also installed LED lamps to conserve energy.

B. Technology Absorption

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

(b)	Expenditure on Research & Development
	(i) (ii)	Capital Nil Recurring Nil
	(iii)	Total Nil
C.	Foreign Exchange Earnings and outgo:
	(a)	Foreign Exchange inflow: Rs. Nil lakhs
	(b)	Foreign Exchange outflow: Rs. 17.36 lakhs

GENERAL

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

a. No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

b. There was no issue of Equity shares with differential voting rights ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

DISCLAIMER

Statements in the Management Discussion and Analysis describing the Company’s objectives, estimates, projections, expectations may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

---

Mar 31, 2018

To

The Members

The Directors present the 45th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. In Crores)

DESCRIPTION	2017-18	2016-17
Sales Turnover (Net of Excise Duty and Trade Discount)	133.59	132.76
Gross Loss after meeting all expenses but before providing depreciation and interest	39.21	29.58
Add: Interest	3.21	3.19
Cash Loss	42.42	32.77
Add: Depreciation for the year	2.33	2.47
Extraordinary Items	--	--
Net Profit / (Loss) for the year	(44.75)	(35.24)
Accumulated Loss	264.88	220.13
EPS & Diluted EPS	(30.51)	(24.25)

DIVIDEND

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

MARKET SCENARIO

The international market prices were more or less same like last financial year and hence the Company’s selling price of Soda Ash didn’t undergo any significant change. Since the production was less, the Company could cater to the requirement of 1 or 2 major customers and generally market sale was low.

Due to the falling Ammonia prices, the Ammonium Chloride prices came down during the last financial year and it continued to be so in the current year also. The prices in India also have fallen and the imposition of GST has made the product costlier at the hands of the farmer and has made it difficult to penetrate the Indian market in comparison to open subsidized nitrogenous fertilizers. It is noted that the current selling prices in India is more or less same like export to South East Asia and hence the Company could probably sell the material without accumulation due to slow down of indigenous sale.

ENVIRONMENT AND SAFETY

The periodic audits as required under ISO 9001 have been carried out. WIND MILL

During the year 0.55 Lakh units were generated from Wind Turbine Power Generators at Gudimangalam, Tirupur District, as against 0.67 Lakh units generated in the previous year. The aging windmills are being refurbished for better results.

POWER PURCHASE

About 60% of the power was purchased from Group Captive Scheme during the financial year.

CAPTIVE SALT WORKS

During the financial year, 11,550 Tonnes of salt could be produced, as against 15,150 Tonnes produced last year. We have repaired some portions of the salt pans and it is expected that with the implementation of the RO plant and the repairs during the next financial year, the salt production would be higher next year.

NCLT/SEBI

Based on the application to NCLT, the Company applied to SEBI for granting necessary exemption for converting the funds bought in by the promoters into equity. The approval of the shareholders was obtained vide EGM held on 10th April, 2018 to enable this. The further directions of NCLT is awaited.

FIXED DEPOSIT

There was no outstanding deposit as at 31st March, 2018. The Company has neither accepted nor renewed any deposits during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

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

The Statement was showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure 1 and attached to this report. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Your Company is dependent primarily on SPIC for the supply of CO₂ and for receiving the imported Ammonia through their storage system. Your Company has now implemented an independent CO₂ Recovery facility which is operational from November 2016. This has reduced the risk considerably. The Board does not envisage any other major risks.

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions entered into during the financial year with related party as defined under the Companies Act, 2013 were in the ordinary course of business and at arm’s length basis. There were no materially significant transactions during the financial year 2017-18 which were in conflict with the interests of the Company.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. Ramachandran, Managing Director who got re-elected during last Annual General Meeting held on 28th July, 2017, again retires at the forthcoming Annual General Meeting and being eligible offers himself for re-election.

There is no change among the Independent Directors and key managerial personnel during the year under review.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act 2013 and conditions of the SEBI (LODR) Regulations 2015, the Independent Directors in their separate meeting held on 5th

February, 2018, had reviewed the performance of Non-Independent Director and the Board as a whole.

STATUTORY AUDITORS

M/S. MSKA & Associates, (formerly known as MZSK & Associates) Chartered Accountants, Chennai, (Registration No.105047W) have been appointed as Statutory Auditors of the Company in 44th Annual General meeting for a term of five years from the Financial year 201718 till the conclusion of the Annual General Meeting of the Company to be held in the year 2022.

SECRETARIAL AUDITOR

Mr. R Kannan has been appointed by the Board of Directors to carry out the Secretarial Audit for the year ended 31st March, 2018. Secretarial Auditor’s Report is annexed which forms part of this report.

COST AUDIT

As per the Government of India’s directive, the Company’s Cost Reports in respect of Fertilizer - Ammonium Chloride and Chemical -Soda Ash for the year ended 31st March, 2018 are being audited by the Cost Auditor Mr P R Tantri, who was appointed by the Board with the approval of the Government of India.

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

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

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

The Audit Committee consists of M/s.B. Narendran, S. Shankar and S. Asokan all of whom are Independent Directors. During the year Dr. RM Krishnan has been co-opted as a Member of the Audit Committee with effect from 12.05.2017.

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

SHARES

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

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

No Bonus Shares were issued during the year under review.

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

ANNUAL RETURN

The extracts of Annual Return in Form MGT pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 4 and is attached to this Report.

PARTICULARS OF EMPLOYEES

The Company has no Employees whose salary exceeds Rupees Five lakhs per month.

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

Ratio of the Remuneration of each director to the median Remuneration of the employees of the company for the financial year 2017-18	Mr.G.Ramachandran - Managing Director 23.40%
Percentage increase in Remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2017-18	Managing Director : 2% Chief Financial Officer : 11% Company Secretary : 6%
Percentage increase in the median Remuneration of employees in the financial year 2017-18	(3.53)
Number of Permanent Employees on the Rolls of the Company	209
Explanation on the relationship between average increase in remuneration and company performance	During the year, increase in sales turnover is due to more number of days the Plant was operated. Decrease in average remuneration is due to salary arrears included in the previous year.
Comparison of the Remuneration of the key Managerial Personnel against the performance of the company.	The remuneration to the KMP are considered reasonable taking into account various parameters including the performance of the Company, qualification, experience and contribution of the respective KMPS
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year / previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of un-listed companies, the variation in the net worth of the company as at the close of current / previous financial year	Description	2017-18	2016-17
	Market Cap (Rs. in lakhs)	1821.37	1975.24
	Price - Earnings Ratio	(0.40)	(0.55)
	Last Issue Price per share		Rs.10.00
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average Managerial Remuneration, other than managerial personnel remains more or less the same as that of previous year.
Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.	The remuneration to the KMP are considered reasonable taking into account the various parameters including the performance of the Company and the qualification, experience, contribution of the respective KMP.
The key parameters for any variable component of remuneration availed by the Directors.	Sitting Fees.
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.	The remuneration of an employee not being a Director but in receipt of remuneration in excess of the Director was 1.07 times of the remuneration of the highest paid director - viz- Managing Director

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

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

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

A. Conservation of Energy

1. Steps taken or impact on conservation of energy

Crystallizers insulation and operation are being optimized to reduce the energy consumption. The CO₂ production has enabled the Company to reduce the venting of circulating gas, which has improved the efficiency. Use of Centrifugal compressors is still under evaluation.

2. Steps taken for utilizing alternative sources of energy

A Project, jointly with Group Companies, is under consideration for production and utilization of solar energy.

3. Capital investment in conservation energy

CO₂ plant reduces the wastage of CO₂, thereby saves energy indirectly. No direct investment have been made during the Financial Year.

B. Technology Absorption

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

b) Expenditure on Research & Development

i) Capital Nil

ii) Recurring Nil

iii) Total Nil

C Foreign Exchange Earnings and outgo:

a) Foreign Exchange inflow: Rs. 20.36 Crores

b) Foreign Exchange outflow: Rs. 2.80 Crores

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Declaration

No case of sexual harassment was reported during the year.

The Company has followed Indian Accounting Standard (Ind As) for this Financial Year and the previous years figures were reclassified as per Ind As.

The Company has followed the applicable Secretarial Standards.

For and on behalf of the Board of Directors

Chennai B. NARENDRAN G. RAMACHANDRAN

16th May, 2018 Director Managing Director

---

Mar 31, 2017

To

The Members

The Directors present the 44^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2017.

FINANCIAL RESULTS

The following are the financial highlights:- (Rupees in Crores)

DESCRIPTION	2016-17	2015-16
Sales Turnover (Net of Excise Duty and Trade Discount)	132.55	156.54
Gross Loss after meeting all expenses but before providing depreciation and interest	30.39	15.06
Add: Interest	1.70	5.13
Cash Loss	32.09	20.19
Add: Depreciation for the year	2.42	2.12
Extraordinary Items	--	55.95
Net Profit / (Loss) for the year	(34.51)	33.64
Accumulated Loss	197.31	162.69
EPS & Diluted EPS	(24.16)	21.90

During the Financial Year, since November 2016, the Plant operated only with raw material CO₂ gas from the captive CO₂ Plant without any supplies from SPIC. Even though the Plants operated continuously, the capacity utilization was low due to the teething problems in the CO₂ Plant, which are being attended. Even during the period till November, when CO₂ gas was received from SPIC, the capacity utilization was low due to restricted availability of the raw material. SPIC restarted their Plant only by May 2016 and hence about 45 days of production was lost at the beginning of the year and in January 2017, when water supply was discontinued suddenly by TWAD, the Plants were shutdown for 9 days till the time alternate supplies were arranged. Thus totally, including the maintenance stoppages, production was lost for 73 days. Because of the high cost of purchased water from Private Sources, increasing coal prices and decreasing realization on the Ammonium Chloride sales, the loss for the last quarter was high and for the year it was Rs.34.51 crores. The production and sales were lower compared to last year. During the year 45,463 MT of total Soda Ash and 40,795 MT of Ammonium Chloride were produced.

PRODUCTION AND SALES

The details of production and sales of the finished products for the financial year are as under:

(In Tonnes)

Product	Production		Sales
	2016-17	2015-16	2016-17	2015-16
Soda Ash (Light)	44,395	49,275	46,018	51,471
Soda Ash (Dense)	1,047	1,940	1,235	1,697
Ammonium Chloride (Fertilizer)	40,795	45,630	41,613	38,325
Sodium Bicarbonate	565	1,518	576	1,491

DIVIDEND

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

MARKET SCENARIO

Even though there was a down trend in the international market price, your Company maintained the price line in view of the lower quantum of product to be sold. The support from the larger consumers was helpful. The prices are expected to improve in the coming Financial Year.

The prices of Ammonium Chloride dramatically scaled down due to decreasing international Ammonia price. China could offer their product at a price which is only 60% of what prevailed in the last financial year. It impacted Company''s capability to export and at the same time the local price had to be readjusted in line with the international price to maintain the indigenous sales. The revenue from exports also went down due to this large drop in selling price.

FUTURE OUTLOOK

The sales in the southern states of India are improving. Your Company can market the entire production when production is improved. Currently, the new entrants and imports can be curtailed for all the grades of product that the Company produces and markets. Hence the outlook is good for improving the sales.

OPPORTUNITIES AND THREATS

Since the markets of southern and eastern states of India are met only by imports or from expensive local modes of transport from western India, it is possible for the Company to increase its presence in these states when production improves.

The principal threat has long been the single source availability of CO₂ from SPIC. With the commissioning of the captive CO₂ Plant, the perception of threat has come down. Once the technology is perfected, attempt can be made to increase the CO₂ production and the Soda Ash Production. This will position the Company better. The Ammonia import facility of Green Star now consists of a single tank and construction of the second tank which is likely to begin soon will further improve the situation.

ENVIRONMENT AND SAFETY

The periodic audits as required under ISO 9001 have been carried out.

WIND MILL

During the year 0.67 lakh units were generated from Wind Turbine Power Generators at Gudimangalam, Tirupur District, as against 2.28 lakh units generated in the previous year.

POWER PURCHASE

Your Company is drawing power under Group Captive Scheme from private power producer. Necessary investments were made based on the approval granted by you during the last AGM. The power is drawn from the month of October 2016.

CAPTIVE SALT WORKS

During the financial year, 15,150 MT of salt could be produced, bettering the 7,458 MT produced last year. We expect to do well in the ensuing year due to the early production achieved and also due to change of the pumps and repair of the salt pans wherever necessary.

BIFR

The Company filed the Draft Rehabilitation Scheme in August 2015. However, further hearings at BIFR did not take place. Your Company has resubmitted an updated DRS with the annual accounts for the year 2015-16 in May 2016. IDBI (Operating Agency), after appraisal and plant visit, forwarded it to BIFR for their consideration. However, before BIFR could take it up for discussions, Sick Industrial Companies (Special Provisions) Act, 1985 was repealed and reference to National Company Law Tribunal (NCLT) is needed with effect from 1.12.2016. Your Company has now petitioned to both NCLT & SEBI for direction to carry forward the recommendations of OA / BIFR., as application under the Insolvency Act cannot be made.

FIXED DEPOSIT

There was no outstanding deposit as at 31^st March, 2017. The Company has neither accepted nor renewed any deposits during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

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

The Statement was showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure 1 and attached to this report. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Your Company is dependent primarily on SPIC for the supply of CO₂ and for receiving the imported Ammonia through their storage system. Your Company has now implemented an independent CO₂ Recovery facility which is operational from November 2016. This has reduced the risk considerably. The Board does not envisage any other major

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company does not fall under the related party with any company.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. Ramachandran, Managing Director who got re-elected during last Annual General Meeting held on 4^th August 2016, again retires at the forthcoming Annual General Meeting and being eligible offers himself for re-election.

There is no change among the Independent Directors and key managerial personnel during the year under review.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for the continuance / appointment as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act 2013 and conditions of the SEBI (LODR) Regulations 2015, the Independent Directors in their separate meeting held on 31^st January, 2017, had reviewed the performance of Non-Independent Director and the Board as a whole.

STATUTORY AUDITORS

As per the provisions of Section 139(2) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, of Statutory Auditors are eligible to be appointed for two terms of five years each provided they are a firm and not an individual. M/s. CNGSN & Associates LLP a firm of Chartered Accountants was the Company''s auditors since 2003-04 and hence has completed the tenure of 10 years, Moreover they have also passed the maximum time allowed for the initial transition period of 3 years from the notification of the Companies Act, 2013 and Rules thereon.

Hence the Board of Directors, on the recommendation of the Audit Committee, at its meeting held today has resolved to appointment

M/s MZSK & Associates, Chartered Accountants, Chennai for a period of five years from 2017-18 to 2021-22. Their appointment and remuneration are subject to your approval. M/s MZSK & Associates Chartered Accounts, Chennai have well been experienced and have sound integrity to conduct the Statutory Audit.

SECRETARIAL AUDITOR

Mr. R Kannan has been appointed by the Board of Directors to carry out the Secretarial Audit for the year ended 31^st March, 2017. Secretarial Auditor''s Report is annexed which forms part of this report.

COST AUDIT

As per the Government of India''s directive, the Company''s Cost Reports in respect of Fertilizer - Ammonium Chloride and Chemical - Soda Ash for the year ended 31^st March, 2017 are being audited by the Cost Auditor Mr. P R Tantri, who was appointed by the Board with the approval of the Government of India.

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

There was no qualification, reservations or adverse remarks made by the Statutory Auditors, M/s. CNGSN & Associates LLP and Secretarial Auditor, Mr. R. Kannan, Practicing Company Secretary, in their reports.

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

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

Ratio of the Remuneration of each director to the median Remuneration of the employees of the company for the financial year 2016-17	Mr. G Ramachandran, Managing Director 24.65
Percentage increase in Remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2016-17	Managing Director 128% Chief Financial Officer 5% Company Secretary 1%
Percentage increase in the median Remuneration of employees in the financial year 2016-17	8.52%
Number of Permanent Employees on the Rolls of the Company	214
Explanation on the relationship between average increase in remuneration and company performance	Remuneration is less when compared to last year due to retirements and fresh replacements.
Comparison of the Remuneration of the key Managerial Personnel against the performance of the company.	The remuneration to the KMP are considered reasonable taking into account various parameters including the performance of the Company, qualification, experience and contribution of the respective KMPS
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year / previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of un-listed companies, the variation in the net worth of the company as at the close of current / previous financial year	Description	2016-17	2015-16
	Market Cap (Rs. in lakhs)	1975.24	728.94
	Price - Earnings Ratio	(0.55)	0.22
	Last Issue Price per share		Rs.10.00

POLICY

The Audit Committee consists of M/s. B. Narendran, S. Shankar and S. Asokan all of whom are Independent Directors.

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

SHARES

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

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

No Bonus Shares were issued during the year under review.

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

ANNUAL RETURN

The extracts of Annual Return in Form MGT pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 4 and is attached to this Report.

PARTICULARS OF EMPLOYEES

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

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average Managerial Remuneration, other than managerial personnel remains more or less the same as that of previous year.
Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.	The remuneration to the KMP are considered reasonable taking into account the various parameters including the performance of the Company and the qualification, experience, contribution of the respective KMP.
The key parameters for any variable component of remuneration availed by the Directors.	Sitting Fees.
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.	Nil

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

PARTICULARS AS REQUIRED UNDER RULE 3 OF THE COMPANIES (ACCOUNTS) RULES, 2014 A. Conservation of Energy

1. Steps taken or impact on conservation of energy:

Crystallizer’s insulation and operation are being optimized to reduce the energy consumption. The CO₂ production has enabled the Company to reduce the venting of circulating gas, which has improved the efficiency. Use of Centrifugal compressors is still under evaluation.

2. Steps taken for utilizing alternate sources of energy:

A Project, jointly with Group Companies, is under consideration for production and utilization of solar energy.

3. Capital investment in conservation of energy:

CO₂ plant reduces the wastage of CO₂, thereby saves energy indirectly. No direct investment has been made during the Financial Year.

B. Technology Absorption

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

(b) Expenditure on Research & Development

(i) Capital Nil

(ii) Recurring Nil

(iii) Total Nil

C. Foreign Exchange Earnings and outgo:

(a) Foreign Exchange inflow: Rs.13.03 Crores

(b) Foreign Exchange Outflow: Rs.14.27 Crores

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

DISCLAIMER

Statements in the Management Discussion and Analysis describing the Company''s objectives, estimates, projections, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

For and on behalf of the Board of Directors

Chennai B. NARENDRAN G. RAMACHANDRAN

17th May, 2017 Director Managing Director

---

Mar 31, 2015

Dear Members,

The Directors present the 42nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The following are the financial highlights:-

(Rupees in Crores)

DESCRIPTION 2014-15 2013-14

Sales Turmover(Net of Excise Duty and Trade 132.36 26.06 Discount)

Gross Loss after meeting all expenses but before providing depreciation and interest 6.72 16.79

Add: Interest 8.41 9.51

Cash Loss 15.13 26.30

Add: Depreciation for the year 1.99 3.98

Loss for the year 17.12 30.28

Accumulated Loss 196.33 179.21

EPS & Diluted EPS (12.41) (21.31)

In the current Financial Year, your Company performed better compared to last year even though it had encountered shutdown for want of raw material Carbon-di-oxide gas (CO2) for 119 days and low production rate since restart in Jan.'15. Your Company had to suspend production from 1st October, 2014 to 13th January, 2015 as the Ammonia Plant of SPIC was under shutdown, which supplies the raw material CO2. SPIC recommenced production in the second week of January 2015 and your Company also started production immediately thereafter. However, required CO2 was not available from SPIC and hence the Plant operated for majority of the days till 31st March, 2015 at around 50% capacity utilisation only. Thus during the year, only 48,285 MT of Soda Ash and 40,415 MT of Ammonium Chloride (Fertilizer) could be produced.

PRODUCTION AND SALES

The details of production and sales of the finished products for the financial year are as under:

(In Tonnes)

Product Production Sales

2014-15 2013-14 2014-15 2013-14

Soda Ash 48,285 9,775 43,782 9,685 (Light)

Soda Ash — --- — 6 (Dense)

Ammonium 40,415 7,672 34,734 4,797 Chloride (Fertiliser)

Sodium — --- — 18 Bicarbonate

DIVIDEND

Your Directors were not able to recommend any dividend in view of the continued losses incurred by the Company.

MARKET SCENARIO

Greater than usual availability of Soda Ash in the southern market from Europe and China, comparatively at a lower price, the infrequent operation of your Plant, were dampeners and resulted in lower sales. Some of the committed users of Soda Ash of your Company are continuing to buy and hence it is felt that the sales can be improved and stabilised once continuous production is ensured which will add to the confidence level of customers.

Ammonium Chloride (Fertilizer) is marketed through Greenstar Fertilizers Limited as already reported in the last AGM. The market is steady and it is expected that both Soda Ash and Ammonium Chloride would do well in the coming financial year.

FUTURE OUTLOOK

Your Company markets its Soda Ash in all the four southern states of India. The market conditions seem to have improved but your Company has to encounter the large imports that have started arriving. Due to this, it is expected that the selling price of Soda Ash may slightly get depressed during the next financial year.

OPPORTUNITIES AND THREATS

By improved operation and higher output, the cost of production can be brought down and the improved market conditions present an opportunity for sale of the entire production in southern markets displacing imports. However, the continuous dumping of products from Eastern Europe and China is a big threat and can destabilise and depress the selling price of Soda Ash.

ENVIRONMENT AND SAFETY

The periodic audits as required for ISO 9001 have been carried out and the recertification has been obtained.

WIND MILL

During the year 1.34 lakh units were generated from 5 Nos. of 250 KW Wind Turbine Power Generators at Gudimangalam, Tirupur District, as against 2.58 lakh units generated in the previous year.

CAPTIVE SALT WORKS

The production during the financial year was only 9,700 MT. The regular production started late and also ended soon in Feb.'15 due to unseasonal rains. The salt works require considerable investment for replacement of the bore well pumps which would be taken up soon to improve the production further.

BIFR

As already reported, ICICI Bank, IDBI Bank and HDFC have assigned their loans to Edelweiss ARC (EW) and the Company is in the process of settling the OTS offer from them and is expected to be completed in the coming Financial Year. TMB also offered a One Time Settlement which was availed and completed on 31st March, 2015. The funds generated by the sale of the 5th floor of the Corporate Office, which was held in a No Lien Account with IDBI, was also utilised in the above settlement, in addition to raising the balance money through internal generation.

FIXED DEPOSIT

There was no outstanding deposit as at 31st March, 2015. However an amount of Rs.0.08 lakhs remains unclaimed (representing one deposit). The Company has neither accepted nor renewed any deposits during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

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

The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure 1 and attached to this report. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Your Company is dependent primarily on SPIC for the supply of CO2 and also for receiving the imported Ammonia through their storage system. Your Company is now implementing an independent CO2 Recovery facility which is likely to be operational by the end of the ensuing Financial Year. This may reduce the risk considerably. The Board does not envisage any other major risks.

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable as on date in view of the continuous losses the Company has incurred, including the year ended 31st March, 2015.

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has procured CO2 from Southern Petrochemical Industries Corporation Limited (SPIC), a Related Party and also used their facility for pumping Ammonia. The value of both the transactions is Rs.482.31 lakhs which is less than 10% of the turnover of the Company for the year under review. The transactions were done at 'arms' length. Accordingly Directors are of the view that, during the year under review, this is not coming under the purview of Section 188 of the Companies Act, 2013.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year, four meetings of the Board of Directors were held. Full details are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Thiru G Ramachandran, Managing Director, who got re-elected during last Annual General Meeting held on 14th August, 2014, again retires at the forthcoming Annual General Meeting and being eligible offers himself for re-election.

Tmt. Rita Chandrasekar, who was co-opted as Additional Director on 30th March, 2015, holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment.

At the Meeting of the Board of Directors held on 27th May, 2014 Thiru G Ramachandran, Managing Director, Thiru S Nandakumar, Chief Financial Officer and Thiru S Raghavan, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION OF INDEPENDENT DIRECTORS AND BOARD EVALUATION

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance / appointment as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Pursuant to the procisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Director and Management, considered/evaluated the Board's performance and Non-independent Director.

The Board evaluated its own performance and its Committees.

STATUTORY AUDITORS

M/s CNGSN & Associates LLP, Chartered Accountants, Chennai were appointed as Statutory Auditors for a period of one year in the Annual General Meeting held on 14th August, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Thiru R Kannan has been appointed by the Board of Directors to carry out the Secretarial Audit for the year ended 31st March, 2015. Secretarial Auditor's Report is annexed which forms part of this report.

COST AUDIT

As per the Government of India's directive, the Company's Cost Records in respect of Fertiliser - Ammonium Chloride and Chemical - Soda Ash for the year ended 31st March, 2015 are being audited by the Cost Auditor Thiru P R Tantri, who was appointed by the Board with the approval of the Government of India.

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

There was no qualification, reservations or adverse remarks made by the Statutory Auditors, M/s. CNGSN & Associates LLP and Secretarial Auditor, Thiru. R. Kannan, Practising Company Secretary, in their reports.

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

The Audit Committee consists of Tvl. B. Narendran, S. Shankar and S. Asokan all of whom are Independent Directors.

The Company has established a vigil mechanism and oversees through a committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the Company's employees and the Company. Policy is given in Annexure 3.

SHARES

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

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

No Bonus Shares were issued during the year under review.

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

ANNUAL RETURN

The extracts of Annual Return in Form MGT - 9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 4 and is attached to this Report.

PARTICULARS OF EMPLOYEES

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

(i) THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR - 2014-15.

Sl.No. Name of the Director Ratio

1 Dr R M Krishnan 0.09

2 Mr S Shankar 0.09

3 Mr S Asokan 0.14

4 Mr B Narendran 0.18

5 Mr G Ramachandran 0.76

(ii) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER, IF ANY, IN THE FINANCIAL YEAR - 2014-15.

Sl.No. Particulars %

1 Dr R M Krishnan NIL

2 Mr S Shankar NIL

3 Mr S Asokan NIL

4 Mr B Narendran NIL

5 Mr G Ramachandran NIL

6 Chief Financial Officer NIL

7 Company Secretary 11%

(iii) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR - 2014-15.

Sl.No. Particulars % Increase

1 Employees Median Remuneration - 4.26 Increase in the FY - 2014-15

(iv) THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY

Sl.No. Particulars Total No of employees

1 Number of Employees - As on 211 31.03.2015

(v) THE EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN REMUNERATION AND COMPANY PERFORMANCE.

(Rs. in lakhs)

Sl.No. Particulars 2014-15 2013-14

1 Sales Turnover 13,236.16 2,605.61

2 Average Remuneration 5.97 3.78

During the financial year 2014-15, increase in sales turnover is due to more number of days the plant was operated, resulting in increase in production man hours and consequential increase in remuneration. Also wage revision settlement completed in the year 2014-15 for the last 6 years resulted in increase in remuneration. Percentage increase in average remuneration is 57.78% which is due to inclusion of arrears of salary consequent to fresh wage settlement for the past 6 years.

(vi) COMPARISON OF THE REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THE COMPANY.

(Rs. in lakhs)

Sl.No. Particulars 2014-15

1 Sales Turnover 13,236.16

2 Remuneration of Key Managerial 22.62 Personnel

Note: Key Managerial Personnel consists of 3 persons viz:- Managing Director, Chief Financial Officer & Company Secretary.

(vii) VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY, PRICE EARNINGS RATIO AS AT THE CLOSING DATE OF THE CURRENT FINANCIAL YEAR / PREVIOUS FINANCIAL YEAR AND PERCENTAGE INCREASE OVER DECREASE IN THE MARKET QUOTATIONS OF THE SHARES OF THE COMPANY IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER IN CASE OF LISTED COMPANIES, AND IN CASE OF UN-LISTED COMPANIES, THE VARIATIONS IN THE NET WORTH OF THE COMPANY AS AT THE CLOSE OF CURRENT / PREVIOUS FINANCIAL YEAR

VARIATIONS IN MARKET CAPITALISATON

Sl.No. Month Average Share Market Price Capitalisation Rs. Rs. in lakhs

1 April 2014 2.56 378.77

2 May 2014 3.02 446.09

3 June 2014 4.02 594.05

4 July 2014 5.24 775.30

5 August 2014 6.43 951.37

6 September 2014 9.01 1,333.10

7 October 14 7.89 1,167.39

8 November 2014 6.78 1,002.42

9 December 2014 5.00 739.79

10 January 2015 4.27 631.78

11 February 2015 4.99 737.57

12 March 2015 3.72 550.40

PRICE EARNINGS RATIO

Sl.No. Particulars 2014-15 2013-14

1 Price Earnings Ratio (0.32) (0.10)

(viii) AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION

Rs. in Lakhs

Sl.No. Particulars 2014-15 2013-14

1 a) Average remuneration of Personnel other than Managerial Personnel 3.61 3.59

b) Median remuneration of Personnel other than Managerial Personnel 3.84 3.79

2 a) Average remuneration of Managerial Personnel 7.62 7.55

b) Median remuneration of Managerial Personnel 7.33 6.00

(ix) COMPARISON OF EACH REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THE COMPANY.

(Rs. in Lakhs)

Sl.No. Particulars 2014-15

1 Performance of the Company-Sales 13,236.16 Turnover

2 Remuneration of each Key Managerial personnel

Managing Director 3.60

Chief Financial Officer 11.25

Company Secretary 7.77

(x) THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

Variable Component of Remuneration availed by Sitting Fees Non-Executive Directors

(xi) THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR

Sl.No. Name of The Employee Ratio of Director Remuneration

1 G.Ramachandran GM (W) 0.272

C F O 0.270

(xii) AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY.

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

CHANGE OF NAME OF THE COMPANY

The Logo of the Company has been changed and the Directors intend to change the name of the Company from TUTICORIN ALKALI CHEMICALS AND FERTILISERS LIMITED to TUTICORIN ALKALI CHEMICALS AND FERTILIZERS LIMITED subject to your approval. A Resolution has been proposed for your approval in the ensuing Annual General Meeting.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

DISCLAIMER

Statements in the Management Discussion and Analysis describing the Company's objectives, estimates, projections, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

For and on behalf of the Board of Directors B. NARENDRAN G. RAMACHANDRAN Director Managing Director

chennai 20th May,2015

---

Mar 31, 2014

The Members

The Directors present the 41st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

Financial Results

The following are the financial highlights:-

(Rupees in Crores)

DESCRIPTION 2013-14 2012-13

Sales Turnover (Net of Excise Duty and Trade 26.06 155.91 Discount)

Gross Loss after meeting all expenses but before providing depreciation and interest 16.79 9.12

Add: Interest 9.51 7.52

Cash Loss 26.30 16.64

Add: Depreciation for the 3.98 4.53 year

Loss for the year 30.28 21.17

Accumulated Loss 179.21 148.93

The year had to encounter a low production and sales scenario. Only Rs.26.06 crores of sales turnover could be achieved. The Plants, which stopped production on 1st March, 2013 due to shutdown of the Ammonia Plant of SPIC, could be restarted only in the month of October''13. After a brief 3 weeks'' operation, again it was shutdown as supply of CO2 from SPIC ceased and recommenced operation on 14th February,''14. Thus in 62 days of operation during the Financial Year, only 9775 MT of Soda Ash and 7672 MT of Ammonium Chloride (Fertiliser) could be produced. Measures were taken to reduce the overheads during the closure/non-operative period and the losses for the year could be curtailed to Rs.30.28 crores. A loss of Rs.21.17 crores was incurred last year.

The Company has declared a closure during the month of June, July and August 2013 due to labour unrest that followed the suggestion to defer a part of the salary and allowances to a subsequent period after restart of the plant, in view of difficulties during prolonged shutdown.

After intervention by the Labour Department and detailed discussions with the Union, the production could be restarted in October''13.

The closure was lifted on 23rd September,''13 and the power supply was restored, which was also disconnected in the month of May''13 by TNEB. Some of the Officers and Staff who have opted to retire early were also taken back on fresh appointment to resume the production.

Production and Sales

The details of production and sales of the finished products for the financial year are as under:

(In Tonnes)

Production Sales Product 2013-14 2012-13 2013-14 2012-13

Soda Ash 9,775 54,700 9,685 53,253 (Light)

Soda Ash --- 2,010 6 2,008 (Dense)

Ammonium 7,672 50,226 4,797 51,052 Chloride (Fertiliser)

Sodium --- 2,023 18 1,992

Bicarbonate

As already explained, only for 62 days the plants were in operation and hence the capacity utilisation is very low.

Dividend

Your Directors were not able to recommend any dividend in view of the continued losses incurred by the Company.

Market Scenario

Due to severe winter in Western Hemisphere, import of Soda Ash into the country was less. Market prices improved due to improved international prices and gap in supply/demand. Thus the local selling prices are comparatively better for the last 2 months of operations in the year. Ammonium Chloride (Fertiliser) price is also steady and is marketed through Green Star Fertilisers Limited along with other Fertilisers manufactured by them and SPIC. The market is expected to be good for both Soda Ash and Ammonium Chloride (Fertiliser) in the next financial year.

Future Outlook

Your Company markets its products in all the four southern states. The market conditions have improved continuously in the last one year.

Opportunities and Threats

The conditions in Europe and reduced arrival of products from Eastern Europe into India have provided good opportunities for your Company to improve its operation and stabilise its market.

Risks and Concerns

TAC is dependent on SPIC for CO2. Their level of capacity utilisation and proposal to change over to natural gas reforming will affect the availability of CO2. Hence your Company is exploring the possibility of an independent CO2 recovery facility. Similarly, the Company is also solely dependent on the Ammonia importation terminal at Tuticorin Port.

Environment and Safety

The periodic audits as required for ISO 9001 have been carried out and the recertification has been obtained.

Wind Mill

During the year 2.58 lakh units were generated from 5 Nos. of 250 KW Wind Turbine Power Generators at Gudimangalam, Tirupur District, as against 8.81 lakh units generated in the previous year.

Captive Salt Works

In view of the closure and disconnection of electricity, the production was restricted to 13,802 MT. Operations have been recommenced from end of March 2014 and will be stabilised soon.

BIFR

As already reported, ICICI Bank and IDBI Bank have assigned their outstanding dues from your Company to Edelweiss ARC (EW). Your Company are to avail the settlement plan from them. HDFC has also now assigned their dues to EW and the Company will avail the settlement soon from them. The Company has already sold the 5th floor of the Corporate Office following BIFR guidelines in Feb.''14 and the proceeds will be received in the next financial year as per BIFR guidelines and will continue efforts to sell the remaining two floors.

Fixed Deposit

There was no outstanding deposit as at 31st March, 2014. However an amount of Rs.0.14 lakhs remains unclaimed (representing two deposits).

Directors'' Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby declare that:

a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements 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 31st March, 2014 and of the loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts on a ''going concern'' basis.

Industrial Relations

The Company employs around 211 employees on its roll, including Engineers, Technicians and Trainees. The relationship with the union, which went sour due to the prolonged shutdown between May and October ''13 and the Company declaring "Closure", has now improved considerably. Now the relationship is cordial and the old dues to the employees are being settled gradually.

Particulars of Employees

The Company has no Employees whose salary exceeds the limits prescribed under section 217(2A) of the Companies Act, 1956. Hence information required to be given under the said section read with the Companies (Particulars of Employees) Rules, 1975 as amended has not been provided in this report.

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings & Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

Directors

During the year there were no changes in the Directors of your Company:

In terms of Sections 149, 152 read with Schedule IV of the Companies Act, 2013, the Board of Directors have reviewed the declaration made by Independent Directors viz., Thiru B. Narendran, Dr. RM. Krishnan, Tvl. S. Shankar and S. Asokan that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and the Board is of the opinion that they fulfill the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management. In terms of section 149(10)

of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company but shall be eligible for reappointment on passing of a special resolution by the company for a further period of upto five years. The proposal for his appointment as Independent Director, not liable to retire by rotation, for a period of five years has been placed before the shareholders for approval.

Thiru G Ramachandran, who was earlier nominated as a VP/ Whole Time Director, is redesignated as Managing Director from 1st November, 2013. He is also permitted to extend consultancy services for setting up of a Ammonia/Urea Plant. Consequently, he will not receive any salary from TAC and only perks extended.

The two year term of Thiru G. Ramachandran, Managing Director was completed on 11th December, 2013. The Board at its meeting held on 14th November, 2013 has reappointed him for a further period of two years subject to the approval of the shareholders.

Auditors

M/s CNGSN & Associates, Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

With reference to the Statutory Auditor''s remark, vide Point No. 9 (a) and 11 of the Annexure to the Auditor''s Report, that the deferred sales tax and repayments to Financial Institutions and Banks have remained defaulted, the Directors clarify that these will be suitably addressed in the revised DRS being worked out.

Cost Audit

As per the Government of India''s directive, the Company''s Cost Records in respect of Fertiliser - Ammonium Chloride and Chemical - Soda Ash for the year ended 31st March, 2014 are being audited by the Cost Auditor Thiru P R Tantri, who was appointed by the Board with the approval of the Government of India.

Listing of Equity Shares

The Company''s equity shares are listed in the Bombay Stock Exchange Limited.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Company''s Auditors confirming the compliance of the conditions of Corporate Governance is attached to the report.

Acknowledgements

The Directors express their thanks for the assistance, co-operation and support extended to the Company by the Government of India, the Government of Tamil Nadu, SPIC, IDBI Bank, Tamilnad Mercantile Bank, HDFC, State Bank of India, and other Commercial Banks, Edelweiss ARC and all others who are associated with the Company. The Board wishes to place on record its sincere appreciation for the services rendered by the employees at all levels.

Disclaimer

Statements in the Management Discussion and Analysis describing the Company''s objectives, estimates, projections, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

For and on behalf of the Board of Directors

Chennai B. NARENDRAN G. RAMACHANDRAN 27th May, 2014 Director Managing Director

---

Mar 31, 2013

To The Members

The Directors present the 40th Annual Report together with the Audited Accounts of the Company for the year ended 31 March 2013.

Financial Results

The following are the financial highlights :-

(Rupees in Crore)

DESCRIPTION 2012-13 2011-12

Sales Turnover Net of Excise Duty and Trade Discount) 155,91 216.12

Gross Loss after meeting all expenses but before providing depreciation and interest 9.12 0.54

Add: Interest 7.52 7.66

Cash Loss 16.64 8.20

Add: Depreciation for the year 4.53 4.59

Loss for the year 21.17 12.79

Accumulated Loss 148.93 127.76

The manufacturing activity was restricted to 228 days during the financial year because of the water shortage and the consequent non-availability of Carbon-di-oxide gas from SPIC. The Company incurred loss of Rs .21.17 crores during the year as against the loss of Rs. 12.79 crores during the previous year.

The losses are primarily due to the lesser number of days of operation, continuing high cost of Ammonia in the international market and the steep increase in the cost of power. Though the selling prices improved, for both Soda Ash and Ammonium Chloride (Fertiliser) compared to last financial year, because of very low capacity utilisation of the Plant at 49.34%, the overall results could not be improved.

Production and Sales

The details of production and sales of the finished products for the financial year are as under:

(In Tonnes)

Product Production Sales 2012-13 2011-12 2012-131 2011-12 Soda Ash (Light) 54,700 77,603 53,253 78,500

Soda Ash 2,010 9,252 2,008 9,858

(Dense)

Ammonium 50,226 78,350 51,052 83,483

Chloride

(Fertiliser)

Sodium 2,023 3,882 1,992 3,893

Bicarbonate

As already explained, the lower production was due to the lesser number of days of operation, which resulted in only 49.34% capacity utilisation.

Dividend

Your Directors were not able to recommend any dividend in view of the continued losses incurred by the Company.

Market Scenario

The market conditions marginally improved. However, the prices fell due to lower international prices. Ammonium Chloride prices held steady. The Company could also improve the domestic prices. In spite of consistent request for supply of Ammonium Chloride, due to long periods of non-production, the Company could not meet the entire demand. Soda Ash market became sluggish and is expected to improve in the next financial year.

Future Outlook

Since the southern markets are improving continuously, it is expected that the entire production can be easily marketed in the southern states.

Opportunities and Threats

The continuing slowing down and the global recession related large scale imports into India from China and Europe will continue to depress the selling price.

Risks and Concerns

The Company continues to be solely dependent on SPIC for the supply of one of the vital raw materials Carbon-di-oxide gas. The proposal of SPIC to change over to Natural Gas reforming also is likely to restrict the availability of the gas. This would necessitate an independent Carbon-di-oxide recovery facility. The Company is also solely dependent on the Ammonia importation terminal at Tuticorin Port. Suitable spare facilities may be needed in the course of time.

Environment and Safety

The periodic audits as required for ISO 9001 have been carried out and the recertification has been obtained.

Wind Mill

During the year, 8.81 lakh units were generated from the Company''s five 250 KW Wind Turbine Power Generators at Gudimangalam, Coimbatore District, as against 6.90 lakh units generated in the previous year.

Captive Salt Works

21,249 Tonnes of industrial grade raw salt was produced at the Company''s salt works at Thoothukudi as against 21,290 Tonnes produced during the previous year. The target of 30,000 Tonnes could not be achieved due to unexpected rains and unfavourable conditions.

BIFR

ICICI Bank Limited & IDBI Bank Limited have assigned their outstanding dues from your Company to Edelweiss ARC, who in turn have now offered a settlement plan. To avail the settlement, BIFR has directed sale of the Corporate Office space situated at "East Coast Centre", 534, Anna Salai, Teynampet, Chennai 600 018, adopting the BIFR Guidelines. IDBI Bank, the Operating Agency, has initiated action in this regard. It is expected that substantial portion of the loan can be settled with the proceeds of the sale of office space in the building. To facilitate this, the Corporate/Principal Office has been shifted to SPIC House at 88, Mount Road, Guindy, Chennai 600 032, with effect from 15 April 2013.

Fixed Deposit

There was no outstanding deposit as at 31 March 2013. However an amount of Rs.0.14 lakh remains unclaimed (representing two deposits).

Directors'' Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby declare that:

a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements 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 31 March 2013 and of the loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts on a ''going concern'' basis.

Industrial Relations

The Company employs around 280 employees on its roll, including Engineers, Technicians and Trainees. The relationship with the Union has remained normal.

Particulars of Employees

The Company has no Employees whose salary exceeds the limits prescribed under section 217(2A) of the Companies Act, 1956. Hence information required to be given under the said section read with the Companies (Particulars of Employees) Rules, 1975 as amended has not been provided in this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

Directors

During the year the following changes have taken place in the Board of Directors of your Company:

IDBI Bank have assigned their portion of the loan to Edelweiss ARC and hence rescinded their right to nominate a Director. Accordingly IDBI Bank withdrew Tmt. Vatsala Krishnakumar with effect from 13 April 2013.

Thiru M Jayasankar resigned as a Director from the Board of the Company with effect from 25 April 2013.

Thiru S Shankar and Thiru S Asokan were co-opted as Additional Directors of the Company with effect from 27 May 2013.

The Board wishes to place on record the valuable services rendered by Tmt. Vatsala Krishnakumar and Thiru M Jayasankar during their tenure as Directors of the Company.

In terms of Section 256 of the Companies Act, 1956 Thiru B Narendran retires by rotation and offers himself for re-election.

Auditors

M/s CNGSN & Associates, Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

With reference to the Statutory Auditor''s remark, vide Point No. 9 (a) and 11 of the Annexure to the Auditor''s Report, that the deferred sales tax and repayments to Financial Institutions and Banks have remained defaulted, the Directors clarify that these will be suitably addressed in the revised DRS being worked out.

Cost Audit

As per the Government of India''s directive, the Company''s Cost Records in respect of Fertiliser -Ammonium Chloride and Chemical - Soda Ash for the year ended 31 st March, 2013 are being audited by the Cost Auditor Thiru P R Tantri, who was appointed by the Board with the approval of the Government of India.

Listing of Equity Shares

The Company''s equity shares are listed in the Bombay Stock Exchange Limited.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Company''s Auditors confirming the compliance of the conditions of Corporate Governance is attached to the report.

Acknowledgements

The Directors express their thanks for the assistance, co-operation and support extended to the Company by the Government of India, the Government of Tamil Nadu, SPIC, IDBI Bank, ICICI Bank, Tamilnad Mercantile Bank, HDFC, State Bank of India, and other Commercial Banks, Edelweiss ARC and all others who are associated with the Company. The Board wishes to place on record its sincere appreciation for the services rendered by the employees at all levels.

Disclaimer

Statements in the Management Discussion and Analysis describing the Company''s objectives, estimates, projections, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

For and on behalf of the Board of Directors

Chennai B. NARENDRAN G. RAMACHANDRAN

27 May 2013 Director VP/Whole Time Director

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Mar 31, 2012

The Directors present the 39th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

The Directors are pleased to inform the Members that the Company's plant at Thoothukudi, after recommencement of manufacturing operations in the third week of October, 2010 (last financial year), has continuously carried on the manufacturing operations throughout the year, barring few occasions, upto March 8, 2012 when the plant was shutdown for annual maintenance. After annual maintenance the plant was restarted on April 11, 2012 and is operating close to the rated capacities.

Financial Results

The following are the financial highlights:-

(Rupees in Crores)

DESCRIPTION 2011-12 2010-11

Sales Turnover (Net of Excise 216.12 47.60 Duty and Trade Discount)

Gross Loss after meeting all expenses but before providing depreciation and interest 0.54 10.62

Add: Interest 7.66 7.02

Add: Provision for Tax - — —

Fringe Benefit Tax

Cash Loss 8.20 17.64

Add: Depreciation for the year 4.59 4.72

Loss for the year 12.79 22.36

Accumulated Loss 127.76 114.97

The plants operated almost throughout the year and the sales turnover rose impressively to record the highest turnover ever achieved by your Company. However the cash losses and total loss for the year continued but at reduced levels. The losses have come down from Rs.22.36 crores to Rs.12.79 crores. The losses were mainly due to sudden abnormal increase in the price of Ammonia in the international market. The Company imports the required Ammonia, predominantly from Middle East. The selling price of Ammonium Chloride Fertiliser manufactured by the Company using this Ammonia did not go up in unison with the price of Ammonia which resulted in a deficit, which coupled with the low selling price of Soda Ash that prevailed in the first six months of the year resulted in the loss. However, the Plant had to be shutdown from March 8, 2012 to April 11, 2012, in tandem with SPIC Fertiliser Plant for carrying out Annual Maintenance Work. Thus the effect of the improvement in the market conditions could not be utilised in full.

Production and Sales

The details of production and sales of the finished products for the financial year are as under

(in Tonnes)

Production Sales

Product 2011-12 2010-11 2011-12 2010-11

Soda Ash 77,603 26,815 78,500 22,929 (Light)

Soda Ash 9,252 790 9,858 181 (Dense)

Ammonium 78,350 23,105 83,483 17,145 Chloride Fertiliser

Sodium 3,882 225 3,893 214 Bicarbonate

The Directors are happy to inform that your Company has further improved its export market and exported 43,992 Tonnes of Ammonium Chloride Fertiliser to Malaysia and realised the foreign currency amounting to Rs.3,856 lakhs during the year.

Dividend

Your Directors were not able to recommend any dividend in view of the continued losses incurred by the Company.

Market Scenario

The market conditions were sluggish initially, especially in the first six months with low international prices of Soda Ash and low domestic price of Ammonium Chloride Fertiliser. However, the situation improved during the second half and the prices of Soda Ash improved adequately to cover the operating cost. The company also started exporting Ammonium Chloride Fertiliser at a better price compared to local selling prices. During the year your Company exported 43,992 MT of Ammonium Chloride Fertiliser. Scope exists for further improvement in the market conditions and also market share for the products produced by the Company.

Future Outlook

New detergent and glass industries, where the soda ash is used predominantly, are being set up in the southern markets.

The country is also importing significant quantities of soda ash and hence marketing the product at the international price is not difficult and will help to maintain the sales.

Opportunities and Threats

While the expanding down stream industries have created opportunities for the Company to stabilise the market, the global recession and large scale imports from China and Europe can depress the selling price and also reduce the market share. The Anti Dumping Duty on Soda Ash is yet to be implemented.

Risks and Concerns

The company is solely depending on SPIC for one of the vital raw material, Carbon-di-oxide gas. Hence, the supply on continuous basis from them is essential to maintain continuous production of the Company. The pro posal of S PI C to change over to Natural Gas reforming within the next 2-3 years can affect the supply of the above gas from them and the Company has to develop its own source in due course for maintaining the production independently. Thoothukudi Port offers facilities for the import of Ammonia and it is not a great concern with multiple suppliers internationally.

Environment and Safety

The periodic audits as required for ISO 9001 have been carried out and the recertification has been obtained.

Wind Mill

During the year, 6.90 lakh units were generated from 5 Nos. of 250 KW Wind Turbine Power Generators at Gudimangalam, Coimbatore District, as against 5.83 lakh units generated in the previous year.

Captive Salt Works

21,290 Tonnes of industrial grade raw salt was produced at the Company's salt works at Thoothukudi as against 15,175 Tonnes produced during the previous year.

BIFR

In view of no appreciable improvement in the working results of the Company, especially when Ammonia prices ruled very high during the year, the Company could not make much progress in the discussions with the Financial Institutions for restructuring the debt. The Financial Institutions have indicated that they preferred a One Time Settlement (OTS) of the term loan, to restructuring. BIFR has directed the Company and the institutions to arrive at a solution soon. DRS can be submitted to BIFR through the Operating Agency M/s. IDBI Bank Limited, after the settlement has been arrived at.

Fixed Deposit

There was no outstanding deposit as at March 31, 2012. However an amount of Rs.0.14 lakhs remains unclaimed (representing two deposits).

Directors' Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby declare that:

a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts on a 'going concern' basis.

Industrial Relations

As on March 31, 2012, your company had around 362 employees on its roll at different locations, including Engineer, Technicians and Trainees. Wherever necessary, training is imparted at all levels. The relationship with the union has remained normal.

Particulars of Employees

The Company has no Employees whose salary exceeds the limits prescribed under section 217(2A) of the Companies Act, 1956. Hence information required to be given under the said section read with the Companies (Particulars of Employees) Rules, 1975 as amended has not been provided in this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

Directors

During the year the following changes have taken place in the Board of Directors of your Company:

Thiru G. Ramachandran was co-opted as an Additional Director and designated as Vice President / Whole Time Director with effect from December 12, 2011.

Thiru S. Chandramohan resigned as the Managing Director of the Company with effect from December 31, 2011.

Thiru B. Narendran and Dr. RM. Krishnan were co-opted as Additional Directors of the Company with effect from January 18, 2012.

Dr. A. C. Muthiah, Thiru Ashwin C Muthiah and Thiru R. Soundararajan have resigned from the Board of Directors of the Company from January 18, 2012. Thiru B. Narendran has been nominated as the Chairman of the Audit Committee in place of Thiru R. Soundararajan.

The Board wishes to place on record the valuable services rendered by Dr. A. C. Muthiah, Tvl. Ashwin C Muthiah, R. Soundararajan and S. Chandramohan during their tenure as Chairman, Directors and Managing Director of the Company, respectively.

In terms of Section 256 of the Companies Act, 1956 Thiru M. Jayasankar retires by rotation and offers himself for re- election.

Auditors

M/s CNGSN & Associates, Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

With reference to the Statutory Auditor's remark, vide Point No.9(a) and 11 of the Annexure to the Auditor's Report, that the deferred sales tax and repayments to Financial Institutions and Banks have remained defaulted, the Directors clarify that these will be suitably addressed vide the revised DRS being worked out.

Cost Audit

As per the Government of India's directive, the Company's Cost Records in respect of Fertiliser – Ammonium Chloride and Chemical - Soda Ash for the year ended March 31, 2012 are being audited by the Cost Auditor, Thiru P R Tantri, who was appointed by the Board with the approval of the Government of India.

Listing of Equity Shares

The Company's equity shares are listed in the Bombay Stock Exchange Limited.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Company's Auditors confirming the compliance of the conditions of Corporate Governance is attached to the report.

Acknowledgements

The Directors express their thanks for the assistance, co- operation and support extended to the Company by the Government of India, the Government of Tamil Nadu, SPIC, IDBI Bank, ICICI Bank, Tamilnad Mercantile Bank, HDFC, State Bank of India and other Commercial Banks and all others who are associated with the Company. The Board wishes to place on record its sincere appreciation for the services rendered by the employees at all levels.

Disclaimer

Statements in the Management Discussion and Analysis describing the Company's objectives, estimates, projections, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas markets in which the Company operates, raw material availability and its prices, changes in the Governmental regulations, labour negotiations, tax laws and other statutes and economic development within India.

For and on behalf of the Board of Directors

Chennai M. JAYASANKAR G. RAMACHANDRAN

May 25, 2012 Director VP/Whole Time Director

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Mar 31, 2011

The Members

The Directors present the 38th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.

The Company is pleased to inform the Members that the Company's plant at Thoothukudi had recommenced its manufacturing operations from the third week of October, '10 consequent to the availability of Carbon-di-oxide (CO2) from SPIC's Ammonia Plant which was restarted during the first week of October '10. The Company's plant after the initial teething trouble has stabilised its operations from March '11.

Financial Results

The following are the financial highlights:-

(Rupees in Crores)

DESCRIPTION 2010-11 2009-10

Sales Turnover (Net of Excise 47.60 7.27 Duty and Trade Discount)

Gross Loss after meeting all expenses but before providing depreciation and interest 10.62 14.91

Add: Interest 7.02 6.35

Add: Provision for Tax - 001

Fringe Benefit Tax Cash Loss 17.64 21.27

Add: Depreciation for the 4.72 4.81 year

Loss for the year 22.36 26.08

Net Loss (Balance brought forward from previous year 92.61 66.53 after adjustment)

Accumulated Loss 114.97 92.61

For the year ended March 31, 2011, the Company has incurred a net loss of Rs.22.36 crores due to shut down of the plant from April '10 to October '10 due to non-availability of CO2. Arising out of the shut down, the actual production during the Financial Year was only for 146 days.

Production and Sales

The details of production and sales of the finished products during the year ended March, 31 2011 are given below;

(in Tonnes) Product Production Sales

Soda Ash (Light) 26,815 22,929 Soda Ash (Dense) 790 181

Ammonium Chloride Fertiliser 23,105 17,145

Sodium Bicarbonate 225 214

Note: Since there was no production and sales for the year ended 31.3.10, comparative figures were not shown in the above statement.

The Company had received an Export Order from Malaysia for 15,600 Tonnes of Ammonium Chloride Fertiliser, out of which it had completed despatch of 9,490 Tonnes. The balance quantity of 6,110 Tonnes will be despatched by July 15, 2011. The export order is likely to be continued in the months to come.

Wind Mill

During the year, 5.83 lakh units were generated from 5 Nos. of 250 KW Wind Operated Electricity Generators at Gudimangalam, Coimbatore District, as against 6.23 lakh units generated in the previous year.

Captive Salt Works

During the year salt production was 15,175 Tonnes at the Company's salt works as against 14,106 Tonnes produced during the previous year.

Trading

Trading of Phospo Gypsum was stopped due to thin margin. However the Company had traded a marginal quantity of 2,691 Tonnes compared to 40,845 Tonnes traded during the previous year.

BIFR

The restructuring proposal of the Company with the term loan lenders and working capital bankers is likely to be finalised during June '11 by the Empowered Group of the Corporate Debt Restructuring (CDR) Cell at Mumbai. Thereafter the Draft Rehabilitation Scheme (DRS) of the Company would be submitted with the approval of all the secured lenders to BIFR through the Operating Agency viz., IDBI Bank Limited for approval by BIFR.

Fixed Deposit

There was no outstanding deposit as at March 31, 2011. However an amount of Rs.0.29 lakh remains unclaimed (representing three deposits).

Directors' Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby declare that:

a. in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a 'going concern' basis.

Industrial Relations

Industrial relations continued to remain cordial.

Particulars of Employees

The Company has no Employees whose salary exceeds the limits prescribed under section 217(2A) of the Companies Act, 1956. Hence information required to be given under the said section read with the Companies (Particulars of Employees) Rules, 1975 as amended has not been provided in this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

Directors

There was no change in the Directors of the Company during the year. In terms of Section 256 of the Companies Act, 1956, Thiru R Soundararajan, Director, retires by rotation and being eligible, offers himself for re-election.

Auditors

M/s CNGSN & Associates, Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

Statutory Auditors in the Annexure to the Auditors Report (point Nos. 9. a. and 11) had mentioned the non remittance of Deferred Sales Tax of Rs.243.72 lakhs and default in repayments to Financial Institution and Banks amounting to Rs.4,354.43 lakhs. In this connection the Directors wish to inform that the above dues had been restructured and addressed in the Draft Rehabilitation Scheme submitted to the Operating Agency viz, IDBI Bank Limited which are subject to the approval of the lenders and BIFR.

Cost Audit

As per the Government of India's directive, the Company's Cost Records in respect of Fertiliser – Ammonium Chloride and Chemical - Soda Ash for the year ended March 31, 2011 are being audited by the Cost Auditor Thiru P R Tantri, who was appointed by the Board with the approval of the Government of India.

Listing of Equity Shares

The Company's equity shares are listed in the Bombay Stock Exchange Limited.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Company's Auditors confirming the compliance of the conditions of Corporate Governance is attached to the report.

Acknowledgements

The Directors express their thanks for the assistance, co- operation and support extended to the Company by the Government of India, the Government of Tamil Nadu, SPIC, IDBI Bank, ICICI Bank, Tamilnad Mercantile Bank, HDFC, State Bank of India and other Commercial Banks and all others who are associated with the Company. The Board wishes to place on record its sincere appreciation for the services rendered by the employees at all levels.

For and on behalf of the Board of Directors A.C. MUTHIAH Chairman Chennai June 16, 2011

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Mar 31, 2010

The Directors hereby present the 37th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

Companys Plants continued to be under shut down for the last three years, due to non-availability of Carbon-di-oxide(Co2) from SPIC, owing to shut down of SPICs Ammonia Plant. Hence, there was no manufacturing operation during the year.

SPIC is expected to restart its Ammonia Plant in August 2010, which would enable the supply of Co2 to the Company so that the manufacturing operations of the Company could commence thereafter. In order to facilitate the smooth restart of the Companys Plant, refurbishment of Companys Plant and Machinery has already started and the work is expected to be completed in August 2010.

The Board for Industrial and Financial Reconstruction (BIFR) has declared the Company as a Sick Industrial Undertaking effective from July 14, 2009 and appointed IDBI Bank Limited as the Operating Agency (OA) for finalising a suitable rehabilitation package for revival of the Company. The Company is in discussion with its lenders and is in the process of filing a fully tied up Draft Rehabilitation Scheme to BIFR by end of July 2010.

Financial Results

The following are the financial highlights:-

(Rupees in Crores)

DESCRIPTION 2009-10 2007-09

(12 months) (18 months)

Sales Turnover (Net of Excise 7.27 14.43

Duty and Trade Discount)

Gross Loss after meeting all

expenses but before

providing depreciation

and interest 14.91 16.29

Add: Interest 6.35 8.76

Add: Provision for Tax -

Fringe Benefit Tax 0.01 0.08

Cash Loss 21.27 25.13

Add: Depreciation for the

4.81 7.37

year

Loss for the year 26.08 32.50

Net Loss brought forward

from previous year after 66.53 34.03

adjustment

Accumulated Loss 92.61 66.53



During the year ended March 31, 2010, your Company has incurred a net loss of Rs.26.08 crores due to continuous shut down of the Plant for the entire year due to non-availability ofC02.

Wind Mill

During the year, 6.23 lakh units were generated from 5 Nos. of 250 KW Wind Operated Electricity Generators at Gudimangalam, Coimbatore District, as against 5.91 lakh units generated in the last 18 months period.

Captive Salt Works

During the year salt production was 14,106 MT at the Companys salt works as against 13,680 MT produced during the previous 18 months period.

Trading

During the year the Company has commenced trading of Phospo Gypsum, used for manufacturing cement, and sold 40,845 Tonnes.

Fixed Deposit

There was no outstanding deposit as at March 31, 2010. However an amount of Rs.0.39 lakh remains unclaimed (representing four deposits).

Directors Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby declare that:

a. in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the loss of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a going concern basis.

Industrial Relations

Industrial relations continued to remain cordial.

Particulars of Employees

A statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forming part of this Report is annexed hereto.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure forming part of this report.

Directors

There was no change in the Directors of the Company during the year. In terms of Section 256 of the Companies Act, 1956, Thiru Ashwin C Muthiah, Director, retires by rotation and being eligible, offers himself for re-election.

Auditors

M/s. CNGSN & Associates, Chartered Accountants, Chennai the retiring Auditors, are eligible for reappointment.

With regard to the observation of the Auditors, the Board of Directors are taking all possible steps for recommencement of manufacturing operations by August/September 2010.

Cost Audit

Since there was no manufacturing activity during the year ended March 31, 2010, it is proposed to obtain exemption, from the Ministry of Corporate Affairs, Government of India, from conducting the Cost Audit for Fertiliser - Ammonium Chloride and Chemical - Soda Ash.

Listing of Equity Shares

The Companys equity shares are listed in the Bombay Stock Exchange.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Companys Auditors confirming the compliance of the conditions of Corporate Governance is attached to the report.

Acknowledgements

The Directors express their thanks for the assistance, co- operation and support extended to the Company by the Government of India, the Government of Tamil Nadu, SPIC, IDBI Bank, ICICI Bank, Tamilnad Mercantile Bank, HDFC, State Bank of India and other Commercial Banks and all others who are associated with the Company. The Board wishes to place on record its sincere appreciation for the services rendered by the employees at all levels.

Chennai

May 3, 2010

For and on behalf of the

Board of Directors

AC.MUTHIAH

Chairman