Dear Members,
Your Directors? have pleasure in presenting the Annual Report and
the Audited statements of Accounts of the Company for the year ended 31st
March, 2024.
1. Operations
The turnover (Gross) for the year under review is Rs.179275 Lakhs as
compared to Rs.270641 Lakhs in the previous year. The decrease in Turnover is mainly on
account of ongoing geopolitical tensions, disruptions in global supply chains, uncertainty
in global markets, demand and supply dynamics, reduced demand for Chlorine and China
factor.
2. Division / Segment Wise Performance
For the current year Caustic Soda production is 252284 MTs, whereas for
previous year production is 256492 MTs showing a slight decrease of approximately 1.65%.
The net sales for Caustic Soda plant is Rs.96118 lakhs whereas for the previous year net
sales is Rs.141332 lakhs.
For the current year Caustic Potash production is 30338 MTs, whereas
for the previous year the production is 27675 MTs showing an increase of approximately
9.6%. The net sales for Caustic Potash Plant is Rs.27950 lakhs, whereas for the previous
year net sales is Rs.38949 lakhs. For the current year Chloromethanes production is 86924
MTs, whereas for the previous year the production is 88286 MTs showing a marginal decrease
of approximately 1.54%. The net sales for Chloromethanes Plant is Rs.24518 lakhs, whereas
net sales for previous year is Rs.40294 lakhs. For the current year Castor Oil derivatives
production is 540 MTs, whereas for the previous year the production is 700 MTs showing a
decrease of approximately 33%. The net sales for Castor Oil Plant is Rs.788 lakhs, whereas
for the previous year net sales is Rs.1505 lakhs.
For the current year Fatty Acids production is 4415 MTs, whereas for
the previous year the production is 8996 MTs showing an increase of 51%. The net sales for
Fatty acid plant is Rs.4088 lakhs, whereas for the previous year net sales is Rs.9543
lakhs.
There are no commercial operations at Bellary Power Plant due to expiry
of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other viable
options including its sale or relocation of the Plant.
Due to higher transmission charges involved compared to the benefits
from generation, Wind Farm at Ramgiri transmission agreements approvals were not obtained
from Electricity Authorities. Hence no income from generation for current year as against
previous year generation of 6.35 Lakh/KWH
3. Outlook for the Current Year
Segment-wise discussion is furnished in Management Discussion and
Analysis annexed to this report in "ANNEXURE – E".
FINANCIAL RESULTS
Particulars |
31.03.2024 |
31.03.2023 |
| Profit before Finance Costs &
depreciation |
15454.78 |
54337.53 |
| Less: Finance Cost |
2368.73 |
2760.89 |
| Profit before Depreciation |
13086.05 |
51576.64 |
| Less: Depreciation |
8349.84 |
7362.42 |
| Profit (Loss) before Exceptional items and
Tax |
4736.21 |
44214.22 |
| Add: Exceptional items |
3990.17 |
- |
| Profit/Loss Before Tax |
8366.38 |
44214.22 |
Tax Expense: |
|
|
| Less: - Current Tax |
1758.99 |
10608.81 |
| - Deferred Tax |
508.58 |
(2747.82) |
| - Earlier years Income Tax |
- |
146.72 |
| Profit for the period from continuing
operations |
6098.82 |
36206.51 |
| Less :Loss from discontinuing operations |
35.71 |
58.86 |
| Tax expenses of discontinuing operations |
8.99 |
14.81 |
| Profit/loss from discontinuing operations
(After tax) |
26.72 |
44.05 |
| Profit for the period |
6072.10 |
36162.46 |
| Add: Balance Carried from Previous year |
47704.84 |
21536.10 |
| Add: Deferred Tax of Previous year |
103.93 |
- |
| Profit available for Appropriation |
53880.87 |
57698.56 |
| Less: Transfer to General Reserve |
1000.00 |
(10000.00) |
| Less: Dividend paid for 2022-23 |
1070.90 |
- |
| Less: Transfer from reserves to Other |
|
|
| Comprehensive Income |
29.70 |
6.29 |
| Surplus carried forward to next year |
51780.27 |
47704.84 |
Profit before tax (including exceptional item Rs.3990.17 lakhs) for the
current year is at Rs.8366.38 lakhs as against previous year Profit before tax
(exceptional item : Nil) of Rs.44214.22 lakhs. For the Current year Profit after tax is
Rs.6098.82 lakhs as against Profit after tax for the previous year of Rs.36206.51 lakhs.
The decrease in profits is attributable to unfavourable market conditions, imbalance in
demand and supply, geo-politics with war-fare between Russia-Ukraine etc conditions.
4. Capital Expenditure
During the year the Company has incurred capitalised expenditure of
Rs.89.14 Cr (mainly towards Modernisation and strenghening. Further, Capital
Work-in-progress at the year end comes to Rs.168.26 Cr. (mostly relating to Chloromethanes
expansion, Solar Power project and others).
5. Dividend
Considering alround better performance of the company for the year and
liquidity position, the Board in its meeting held on 29.05.2024 has recommended final
dividend for the year ending 31.03.2024 at Rs.1/- per Equity Share of Rs.10/- each (i.e.
10%) [same as previous year].
The Dividend payment is subject to approvals of members at the ensuing
Annual General Meeting (AGM). The total cash flow on account of dividend on equity shares
for the financial year 2023-24 would aggregate to Rs.10,70,89,800/-. The dividend will be
paid to members whose names appear in the Register of Members as on the cut-off / record
date 20.09.2024. The dividend payment date is 23.10.2024 (Wednesday) / before the
statutory time limit i.e. 27.10.2024.
Further, in view of changes made under Income Tax Act 1960, by the
Finance Act 2020, dividend paid or distributed by the company shall be taxable in the
hands of the members/shareholders receiving dividend. The company shall accordingly, make
the payment of the final dividend after deduction of tax (TDS) at source at applicable
rates.
6. Transfer of Unclaimed dividend to Investor Education and
Protection Fund (IEPF)
In terms of section 124 and 125 of the companies act, 2013 read with
the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016, (‘the
Rules?), unpaid or unclaimed dividend/ and fractional entitlements etc., are due for
remittance to the Investor Education and Protection Fund (IEPF) established by the Central
Government after 7 years of its declaration by the company. The Company had transferred
unclaimed or unpaid dividend to IEPF relating to CRPS Dividend for the period from
01.04.2002 to 31.03.2016 (14 years) amounting to Rs.32,518/- vide SRN : F77845154
dtd.03.11.2023 and Fractional Entitlements for the financial year 2016-17 amounting to
Rs.23,751/ - vide SRN : F93190460 dtd.08.03.2024. The details are made available on
Company website,
https://www.tgvgroup.com/download/sraac/IEPF-1-CRPS-Shareholders-data-14-Years-Dividend-new-file.pdf
and https://www.tgvgroup.com/download/sraac/IEPF-1-fractional-shareholders-data-F.Y.-2016-17-file.pdf.
The shareholders can claim back their dividend/fractional entitlement
amount transferred to IEPF by filing Form IEPF-5 and other related documents. The
following table provides list of periods for which unclaimed dividends would become
eligible to be transferred to the IEPF on the dates mentioned below:
S. No. |
Financial Year |
Dividend on CRPS /
Fractional Entitlement |
Date of declaration of
Dividend |
Unclaimed Dividend amount
in Rs. |
IEPF transfer details |
1. |
01.04.2002 to 31.03.2016 (14
years) |
CRPS Dividend @ 0.01 per year |
27.09.2016 |
32,518 |
Form IEPF-1 vide SRN :
F77845154 / 03.11.2023 |
2. |
2016-17 |
Fractional Entitlement |
27.01.2017 |
23,751 |
Form IEPF-1 vide SRN :
F93190460 / 08.03.2024 |
7. Company?s market capitalization rank
It may please be noted that Company?s market capitalization rank
for the year ending 31.03.2024 on BSE stands at 1303 (previous year 966). This rank is
based upon traded value of company?s share as on 31.03.2024 on BSE platform where
company?s shares are listed. As per the applicable provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to
BRSR (Business Responsibility and Sustainability Report) are applicable to the company for
the current year also.
8. Business Responsibility and Sustainability Report (BRSR)
To comply with the provisions of Regulation 53 of SEBI (LODR)
Regulations, 2015, Business Responsibility and Sustainability Report in the SEBI
prescribed format has been attached as "Annexure – L". It may please
be noted that BRSR provisions are applicable to the company even though its rank is above
1000, based on the immediately previous year rank of below 1000 for the year 2023-24, the
provisions of BRSR reporting requirement are applicable to the company.
9. Safety and Environment
Your company sincerely believes and recognize the importance of
sustainable environment and ecological balance. Further it believes that full proof safe
methods have to be followed for achieving pollution free environment due to its activities
in all respects particularly in utilization of material, machine and human activities
while undertaking its business activities. To ascertain and ensure full proof safety and
pollution control, the company is taking all possible preventive and proactive steps with
the help of subject experts and outside professional agencies and periodical review of
related committees for improvement of procedures enunciated in policies for achievement of
desired objectives.
Proactive steps taken by the management to ensure pollution free
environment along with safety consideration in every activity, the company has been
awarded ISO 9001, 14001, 45001 Certification by renowned Institution DNV. It implies that
the company is adhering to standard procedures to ensure pollution control, environment
balance and implementation of safety related aspects. Well trained and qualified
professionals in senior cadre entrusted with the responsibility to ensure "EVERY
SECOND SAFETY" and preservation of environmental ecology. To ensure safety related
aspects awareness among all related stakeholders, and equip the staff with innovative and
new technologies and equipment, regular mock drills and exercises were conducted and
concerned technical committees hold regular meetings regularly to review and ensure full
proof execution of plans and procedures for better results in these matters. Further, the
company is complying with all statutory and non-statutory provisions relating to
environmental balance, pollution control and safety. The company is taking all possible
steps to keep sustainable eco-friendly environment around its business activities, one of
them is giving more thrust to solar power generation which is eco-friendly.
10. Dividend Distribution Policy
The Board in its meeting held on 29.05.2023 has approved the Dividend
Distribution Policy to comply with Reg. 43 A of SEBI (LODR) Regulations, 2015. The Policy
has been posted on Company website and the same can be viewed at
https://www.tgvgroup.com/download/sraac/7-Dividend-Distribution-Policy-new-file.pdf. The
dividend policy will be reviewed/revised at regular intervals and also whenever there is
statutory amendments notified.
11. Listing Fees
The Company has paid Listing Fee for the year 2024-25 to Bombay Stock
Exchange vide our letter dated 30.04.2024. Further the company is always prompt and
sincere in making payments to the stock exchange.
12. Insurance
Assets of the Company are adequately insured.
13. Fixed Deposits
The Company has not accepted any fixed deposits during the year and
there are no fixed deposits outstanding as on 31.03.2024.
14. Directors and Key Managerial Personnel (KMP)
The Company is not having regular Chairman. The Board of Directors
present at each meeting will elect one among them as Chairman of that particular meeting
until regular Chairman was appointed to comply with statutory provisions of the Companies
Act, 2013 read with Articles of Association of the Company and SEBI (LODR) Regulations,
2015.
The Board of Directors in the meeting held on 29.05.2024 (on
consideration of Nomination and Remuneration Committee recommendation dt.12.04.2024) has
reappointed Sri Srinivasa Babu Chappidi (DIN:09266926) as Executive Director (Technical)
for a period of three (3) years on same terms and conditions, subject to members approval
at the AGM. Appropriate Special Resolution has been placed in the Notice of AGM.
Members of the company have accorded their approval by way of Special
Resolution in the 40th Annual General Meeting held on 15.09.2022 for the
appointment of (1) Ms M. Sridevi (2) Ms S. Hima Bindu and Ms Geeta Ramesh Serwani as
Independent Director for a period of three (3) years [First Term] effective from
11.11.2021, 02.03.2022 and 10.08.2022 respectively. In view of this first term of these
Directors going to expire on 10.11.2024, 01.03.2025 and 09.08.2025 respectively. To comply
with applicable provisions of the Companies Act, 2013, prior approval of shareholders is
necessary for reappointment of these Independent Directors for second term. Accordingly
after consideration of Nomination & Remuneration Committee recommendation
dt.12.06.2024, the Board in its meeting held on 14.08.2024 recommended the company
proposal for their reappointment for second term of 5 consecutive years after the end of
their respective first terms after fulfilment of required formalities. Appropriate Special
Resolutions are placed in the Notice of AGM for your approval.
Shareholders approval is requested in the Ordinary Business for
reappointment of Sri Karunakar Rao Kamisetty and Sri Jeswanth Reddy Nalla who are going to
retire at this AGM, being eligible opted for reappointment.
15. Statement of declaration given by Independent Director under the
provisions of Sec.149 (6)
In compliance of statutory provisions of the Companies Act, 2013, the
company has received declarations from the Independent Directors of the company confirming
that they meet the criteria of independence as mentioned in Sec. 149 (6) read with
Regulation 16 (1) (b) of SEBI (LODR) 2015 and that their names are included in the data
bank as per Rule 6 (3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014 for the current year under review. Further, it is confirmed that during the
year, the independent directors of the Company had no pecuniary relationship or
transactions with the company other than sitting fees for attending the Board and
Committee Meetings.
16. Web-link of Annual Report
Pursuant to Section 92(3) of Companies Act, 2013 the annual report of
the company for the financial year 2023-24 has been posed on the website of the company at
https://www.tgvgroup.com/download/ sraacl/annual-reports/42-annual-report-2023-24.pdf
17. Change in Nature of Business
During the financial year there is no change in the nature of the
business of the company.
18. Industrial Relations
Your Company?s Industrial Relations continue to be harmonious and
cordial.
19. Energy Conservation Technology Absorption and Foreign Exchange
earnings and outgo
In pursuance to applicable statutory provisions of the Companies Act,
2013 the company has furnished particulars required to be disclosed under Section 134 (3)
of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988 are forming part of the Directors?
Report for the year ended 31st March, 2024 is annexed hereto as "Annexure
– A" to this report.
20. Directors? Responsibility Statement
As required by the provisions of Section 134 (3) (C) of the Companies
Act, 2013, Directors? Responsibility Statement is attached as "Annexure
– B".
21. Report on Corporate Governance – Reg.34 (3) read with
Schedule-V of SEBI (LODR) Regulations, 2015
Appropriate report on Corporate Governance (Annexure - C) is
being incorporated as a part of the Annual Report along with a certificate from the
Secretarial Auditor of the Company Sri Mahadev Tirunagari (Annexure - D) regarding
compliance of the conditions of Corporate Governance. The "Annexure C and D"
are attached to this report.
22. Management Discussion and Analysis Report
Further to comply with Reg. 34(2) (e) Schedule-V of SEBI (LODR)
Regulations, 2015 "Management Discussion and Analysis" has been given as "Annexure
- E" to the Directors? Report.
23. Statutory Auditors
The term of Statutory Auditors M/s. Brahmayya & Co., Chartered
Accountants (Firm Regn. No.000515 S) appointed in 40th Annual General Meeting
(AGM) held on 15.09.2022 for 5 (five) consecutive years will end on conclusion of Annual
General Meeting to be held for the year 2027.
24. Cost Audit
Majority of the products manufactured by the Company are coming under
Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with
statutory provisions, Cost Audit Report has been filed in Form CRA-4 in XBRL format with
MCA portal for the financial year 2022-23. The cost audit report for the financial year
ended 31st March, 2024 is being filed in due course.
Disclosure on maintenance of Cost records
The Company made and maintained the cost records prescribed under
Sec.148 of the companies Act, 2013 for the financial year 2023-24.
25. Audit Committee
The Audit Committee was constituted to comply with provisions of
Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit
Committee was reconstituted on 07.11.2022 with the following members namely Sri C.
Srinivasa Babu, Ms. M. Sridevi and Ms. Geeta Ramesh Serwani as members with Ms S. Hima
Bindu as Chairperson of the Audit Committee. It may please be noted that there is no
change in the composition of the Audit Committee during the current year.
26. Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the Report
There are no material changes which will be affected to the financial
position of the company according to the date of financial year and the date of its
Report.
27. Details of significant and material orders passed by Regulators or
Courts or Tribunals impacting the going concern status and company?s opportunities in
future
There was no significant and material order passed by the Regulator or
Court or Tribunal impacting the going concern status and company?s opportunities in
future.
28. Statement concerning development and implementation of Risk
Management Policy of the Company
Even though the Provisions of Risk Management are applicable to the
company from 01.04.2023 (based on company market capitalization rank) the company has
taken proactive steps to comply with risk management provisions and as a matter of good
corporate governance and in recognition of its importance, the company is adhering to the
provisions enunciated in SEBI (LODR) Regulations, 2015 in this regard well before the
applicability of the said provisions. The Risk Management Committee was Reconstituted
latest on 07.11.2022 with Sri K. Karunakar Rao, Executive Director (Fin. & Comml.,) as
Chairman and a) Ms. S. Hima Bindu, Director b) Sri N. Jesvanth Reddy, Executive Director
(Technical) c) Sri C. Srinivasa Babu, Executive Director (Technical) d) Sri P. Raghavendra
Reddy, Vice President (Q&A) and e) Sri C. Rajesh Khanna, Vice President (F&A) and
CFO as Members to oversee the progress and implementation of stipulated procedure and
policies for achieving the risk minimization and management objectives. As and when
required the company is availing the services of experts in various connecting fields for
revision and evaluation of its activities for attaining maximum benefits and improve
efficiency. The details of Risk Management meetings held during the current year are
furnished in "Report on Corporate Governance – Annexure – C."
29. Details of Policy Development and implementation by the company on
its Corporate Social Responsibility (CSR) Policy
The required particulars are furnished to comply with Rule 10 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format as
"Annexure – H". It may please be noted that these policies are
periodically be reviewed and revised as and when required to comply with statutory
amendments notified.
30. Particulars of Loans, Guarantees or Investments made under Section
186 of the Companies Act, 2013
During the year the company has not made any investment in share, given
loan and guarantee to any entity.
31. Particulars of Contracts or Arrangements made with Related Parties
During the course of its business, the Company is dealing with the
Group Companies which are Related Parties pursuant to the Section 188 of the Companies
Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015. The Sale, Purchase,
Lease Rental Transactions, services availed / provided and monetary values of its
transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related
party transactions were on arm-length basis and the same are entered with the prior
approval of the Audit Committee (omnibus approval) and Board. Further details to be
furnished in Form AOC-2 has been given as "Annexure - F" to this report
to comply with statutory provisions of Sec.188.
32. Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their
Reports
Statutory Auditors of the Company and the Practicing Company Secretary,
who have conducted statutory audit and Secretarial Audit respectively, have not made any
adverse comments on the activities of the Company for the financial year 2023-24.
33. Company?s Policy relating to Directors appointment, payment of
Remuneration and discharge of their duties
With the approval of the Board the company has prepared well drafted
policy on the relevant matters of fixation of remuneration to Directors, Whole-time
Directors and grounds for revision. The policy broadly covers the aspects of duties,
liabilities and responsibilities of Directors. To ensure compliance in this regard
Nomination and Remuneration Committee was reconstituted on 07.11.2022 with Ms Geeta Ramesh
Serwani as Chairperson and Ms. M. Sridevi, Ms S. Hima Bindu as Members to comply with
provisions of SEBI (LODR) Regulations, 2015. The committee will meet periodically and also
as and when required to recommend to the Board regarding Appointment / Re-appointment and
Fixation of Remuneration to Whole-time / Executive / Non-Executive Directors to comply
with Statutory Provisions. Further, to meet the future requirements of the company, it
ensures maintenance of relevant data bank and deal with related matters in its meetings.
The committee will also review the policy and procedures and its modification to suit
changing provisions as and when required. The relevant policy is available on the
Company?s website under the link https://www.tgvgroup.com/
download/sraac/2-Nomination-Remuneration-Committee-NRC-Policy-new-file.pdf
34. Details in respect of adequacy of Internal Financial Controls with
reference to the Financial Statements
To achieve the company objective and to ensure full proof policy
implementation the company has internal financial controls (IFC) systems, which is in line
with requirement of the Companies Act,
2013, which is intended to increase transparency & accountability
in an organization?s process of designing and implementing a system of internal
control. Our IFC process, facilitates orderly and efficient conduct of its business
including adherence to Company?s policies, safeguarding of its assets, prevention and
detection of frauds.
35. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the
Board in its meeting held on 29.05.2023 has re-appointed Sri N. Ramaswamy, Practicing
Company Secretaries as Secretarial Auditor for the year 2023-24. As Sri N. Ramaswamy was
expired on 18.02.2024, the Board in its meeting held on 29.05.2024 has appointed Mr.
Mahadev Tirunagari (FCS : 6651) as Secretarial Auditor for 2023-24 to complete the
unfinished Audit work and to comply with statutory provisions. Secretarial Audit Report
for the year ending 31.03.2024 has been Annexed to the Directors? Report as "Annexure
– J" to comply with statutory provisions of the Companies Act, 2013 and
other applicable provisions of other Acts. The Secretarial Auditor Report does not contain
any qualification, reservation or adverse remark. Further, in compliance of Regulation
34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR) Regulations, 2015
certificate on "non-disqualification of Directors" issued by the Secretarial
Auditor is enclosed as "Annexure – K" to this report.
Compliance with Secretarial Standards
The Company is in compliance with applicable secretarial standards
issued by the Institute of Company Secretaries of India and approved by the Central Govt.,
under Sec. 118 (10) of the Act.
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ending 31st
March, 2024 on compliance of all applicable SEBI Regulations and other guidelines issued
thereunder, was obtained from Sri Mahadev Tirunagari, Secretarial Auditor and submitted to
BSE Limited within statutory time limit.
36. Annual Return in Form MGT-9 format
A copy of the Annual Return of the Company containing the particulars
prescribed u/s. 92 of the Companies Act, 2013, in Form MGT-9, as they stood on the close
of the financial year 2023-24 i.e. 31st March, 2024 is furnished on the website
of the company in the Investor Relations Section under Disclosures and can be accessed
from https://www.tgvgroup.com/download/sraacl/ Annual%20Return%202023-24.pdf
37. Details of Remuneration paid to KMP and Directors
Details of Directors and Key Managerial Personnel (KMP) are furnished
in "Annexure – G" attached to this report
38. Details of Median Remuneration VS KMP and Directors Remuneration
Further ratio of the remuneration of each Director/KMP to the median
remuneration of all employees of the company have been furnished in "Annexure
– I" to this report to comply with the provisions of Sec. 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
39. Subsidiaries, Joint Ventures and Associate Companies
The Company is not having any Subsidiaries, Joint Ventures and
Associate Companies as on 31.03.2024.
40. Declaration of Independent Directors
In pursuance and in compliance of relevant provisions, the Company has
received the necessary declaration from each Independent Director in accordance with
Section 149 (7) of the Companies Act, 2013, that three Independent Directors meets the
criteria of independence as laid out in subsection (6) of Section 149 of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015. Further, Sri Mahadev Tirunagari, Practicing
Company Secretary has issued appropriate certificate regarding non-applicability of the
provisions of Directors disqualification to comply with the provisions of SEBI (LODR)
Regulations, 2015.
41. Evaluation
Recognizing the importance and necessity of proper evaluation of
committees, directors has been carried out by the Board in a transparent manner. The Board
evaluated the effectiveness of its functioning and that of the Committees and of
individual Directors by seeking their inputs on various aspects of Board/Committee
Governance.
The aspects covered in the evaluation include the contribution to and
monitoring of corporate governance practices, participation in the long-term strategic
planning and the fulfillment of Directors? obligation and fiduciary responsibilities,
including but not limited, to, active participation at the Board and Committee meetings.
The Chairman of the Board had one-on-one meetings with the Independent
Directors and the Chairperson of the Nomination and Remuneration Committee had one-on-one
meetings with the Executive and non-Executive Directors. These meetings were intended to
obtain Directors? inputs on effectiveness of Board/Committee processes. The Board
considered and discussed the inputs received from the Directors.
To equip the independent and non-executive directors to familiarize
with company operation, directors familiarization programmes were undertaken before the
Board meetings at regular intervals. Further, the Independent Directors at their meeting,
reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.
In this way mutual evaluation of directors has been carried mutually in transparent
manner.
42. Disclosure as per the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 – Pursuant to Sec. 134 (3) (m) and
Rule 8 (5) (x) of the Companies (Accounts) Rules, 2015
Your Company?s management ensures zero tolerance towards sexual
harassment at the workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. The Company has no such cases of sexual harassment at workplace during
the current year 2023-24. Further to comply with statutory compliances, these exists a
internal committee to take care of compliance matters and review of steps taken by the
company. During the year there is no change in the Internal Compliant Committees
comprising which is as follows (1) Sri P. Raghavendra Reddy, Vice President-Chairman (2)
Sri E. Ramaiah, Vice President-Member and (3) Sri G. Prahlada Setty, General
Manager-Member.
43. Instances of Fraud reported to Audit Committee
It is confirmed that there are no instances of fraud reported to Audit
Committee during the year 2023-24 in pursuance to Sec. 134 (3) (ca) of the Companies Act,
2013.
44. Confirmation regarding "no proceedings under the Insolvency
and Bankruptcy Code 2016 (31 of 2016)"
It is hereby confirmed that there are no proceedings pending before
Insolvency and Bankruptcy Code, 2016 and the company has not made any such application in
pursuance to the Sec. 134 (3) (m) and Rule 8 (5) (xi) of the Companies (Accounts) Rules,
2015. In view of the above explained reasons, the above said provisions are not applicable
for 2023-24.
45. Information regarding Board Meetings in pursuance to Sec. 134 (3)
(b) of the Act
During the year 2023-24, the Board of Directors of the Company has met
six times. The details of Board Meetings are furnished in report on Corporate Governance
under Page No. 46 as annexure to this report. The said report also contains details of
Committee Meetings also.
46. Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the SEBI (LODR) Regulations, 2015 includes an Ethics and
Compliance Task Force comprising Senior Executives of the Company. Protected disclosures
can be made by a whistle blower through an e-mail or a letter to the Task Force or to the
Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy
may be accessed on the Company?s website at the link:
https://www.tgvgroup.com/download/sraac/4-Vigil-Mechanism-Policy-new-file.pdf
47. Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read
with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules) 2016, (‘the
Rules?), all unpaid and unclaimed dividends/amounts are required to be transferred by
the Company to the IEPF established by the Government of India after the completion of
seven years.
The following table provides list of years for which unclaimed
dividends/redemption amount would become eligible to be transferred to the IEPF on the
dates mentioned below.
CRPS Dividend (2016-17 & 2017-18) + CRPS Redemption amounts
Financial Year |
Redemption Installments |
Date of payment/
declaration |
Last date for making
claim for unpaid amount with the company |
Unclaimed Amount as on
31.03.2024 (Rs.) |
Due date for transfer to
IEPF Account |
|
RI – First (*) |
01.04.2018 |
08.04.2025 |
31,19,317.50 |
07.05.2025 |
|
NRI – Single (**) |
01.04.2018 |
08.04.2025 |
4,19,690.56 |
07.05.2025 |
2018-19 |
RI - Second including
Dividend (2 years) (*) |
01.07.2018 |
08.07.2025 |
31,60,760.95 |
06.08.2025 |
|
RI – Third (*) |
01.10.2018 |
08.10.2025 |
32,64,787.50 |
06.11.2025 |
|
RI – Fourth (*) |
01.01.2019 |
10.01.2026 |
33,12,202.50 |
06.02.2026 |
(*) RI means Resident Indian
(**) NRI means Non-Resident Indian
Equity Dividend
Financial Year |
Equity Dividend Declared |
Date of declaration of
Dividend |
Last date for making
claim with the company for unpaid dividend amount |
Unclaimed Dividend
Amount) as on 31.03.2024 (Rs.) |
Due date for transfer to
IEPF Account |
2022-23 |
Rs. 1/- per share (@ 10%) |
29.09.2023 |
04.10.2030 |
13,31,078.00 |
05.11.2030 |
48. Acknowledgement
Your Directors wish to express their sincere thanks to Financial
Institutions, Bankers, Distributors and Customers for their continued support to the
Company. The Directors also acknowledge with gratitude the continued help and support
received from the various departments of the Government of India and the Government of
Andhra Pradesh and Government of Telangana.
The Directors place on record their appreciation of the sincerity,
commitment and contribution made by the Employees at all levels and this was mainly
responsible to carry on the business of the Company during the year.
|
On behalf of the Board of
Directors |
|
Sd/- |
Sd/- |
|
N. JESVANTH REDDY |
C. SRINIVASA BABU |
| Place : Hyderabad |
Executive Director (Technical) |
Executive Director (Technical) |
| Date : 14th August, 2024 |
(DIN: 03074131) |
(DIN: 09266926) |
|