BOARD'S REPORT To The Members of M/s. Tecil Chemicals And Hydro Power Limited The Directors take pleasure in presenting the Seventieth Annual Report together with the Audited Financial Statements for the year ended 31" March, 2015. The Management Discussion and Analysis has also been incorporated into this report. FINANCIAL RESULTS RESULTS OF OPERATIONS The Management of TECIL CHEMICALS AND HYDRO POWER LIMITED in its Analysis Report has highlighted the performance and outlook of the Company in order to comply with the requirement of Corporate Governance as laid down in Clause 49 of the Listing Agreement. However, investors and readers are cautioned that this discussion contains certain forward looking statements that involve risk and uncertainties. 1. OVERVIEW The Financial Statements have been prepared provisions of Section 129 and Schedule III of Companies Act, 2013 and in accordance with the Accounting Principles generally accepted in India including the Accounting Standards specified under Section 133 of the said Act read with Rule 7 of The Companies (Accounts) Rules, 2014. Our management accepts responsibility or the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year. 2. THE PRESENT STATUS OF THE COMPANY As the Company has not been carrying any manufacturing operations at Chingavanam, the Company has ceased to be an Industrial Undertaking. However, the Company has sufficient infrastructural facilities at Chingavanam to commence any new business activity. Till such time any new business activity is commenced; the Company has invested its surplus funds which earned interest income of Rs. 69.69 Lacs during the year under report. 3. OPERATIONS There was no Manufacturing activity during the Year. The Company's main activities are Finance and Investments. 4. OUTLOOK OPPORTUNITIES AND THREATS The Company has freehold land at Chingavanam, Kottayam, Kerala. Since the Company had already discharged all its major liabilities and has sold all its plants & machineries. Our Directors have been exploring new business activities. In the present scenario, the Company can enter into real estate business more efficiently and economically as it has surplus land at Chingavanam. Even after meeting Company's requirement of land for commencing real estate business, it still will have surplus land left for sale which can generate additional revenues to the Company. Your Directors, therefore, look forward the future of the Company with optimism. 6. SHARE CAPITAL The paid up Equity Share Capital as on 31stMarch, 2015 was Rs. 189.64 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. 7. RISKAND CONCERN Pursuant to the requirement of Section 134 (3) (n) of the Companies Act, 2013 and amended Clause 49 (VI) of the SEBI Circular Vide No. CIR/CFD/POLICY CELL/7/2014 dated 15* September, 2014, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company. There are no perceived risks in the present activity. 8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni & Associates as Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy which has also been hosted on Company's Website. The Company has an Internal Control System which commensurate with the size, scale and skill of its operations. 9. DIRECTORS Shri. S. B. Somani (DIN No. - 00077939), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Smt. Shanta Somani (DIN No. - 06974887) as Additional Director of the Company in order to Comply with the provisions of Section 149 (1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014 and the requirement of Circular issued by Securities And Exchange Board of India (SEBI) in its vide Circular No. - CIR/CFD/POLICY CELL/7/2014 dated 15* September, 2014 w.e.f. 29/09/2014. Smt. Shanta Somani (DIN No.- 06974887) was appointed as an Additional Director w.e.f. 29* September, 2014 in the Board Meeting held on 29* September, 2014. She holds office up to the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing her appointment as the Director. The Board of Directors on recommendation of Nomination and Remuneration also appointed Shri. Toby Antony (DIN No - 06982568) as Non-Executive Additional Director of the Company w.e.f. 22/10/2014 in place of Dr. R. S. Sarda (DIN No. - 01294238), who resigned due to preoccupation on 22/10/2014. Shri. Toby Antony (DIN No.- 06982568) was appointed as an Additional Director w.e.f. 22nd October, 2014 in the Board Meeting held on 22nd October, 2014. He holds office up to the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member of the Company proposing his appointment as the Director. Shri. R. S. Sarda (DIN No. - 01294238) has ceased to be a Director of the Company w.e.f. 22nd October, 2014 which has been taken on record in the Board Meeting held on 22nd October, 2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DIVIDEND Due to inadequacy of profit, the Directors of the Company did not recommend any dividend. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Amended Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its Minority Shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. REMUNERATION POLICY Pursuant to Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the same has been hosted on the Company's Website. 13. MEETINGS A Calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five (5) Board Meetings, Four(4) Share Transfer and Stakeholders Relationship Committee Meetings, Four(4) Audit Committee Meetings and Two(2) Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013 14. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals And Hydro Power Limited, state in respect of Financial Year2014-2015 that: a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; e ) The Directors have prepared the Annual Accounts on a going concern basis; The Directors have ensured that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively. 15. PARTICULARS OF LOANS. GUARANTEES. OR INVESTMENTS Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. 16. RELATED PARTY TRANSACTIONS There was no Related Party Transaction pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules, 2014. The Policy on Related Party Transaction approved by the Board has been hosted on the Company's Website. 17. PUBLIC DEPOSIT The Company has not accepted any Public Deposits as per Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014 as on 31/03/2015. 18. PARTICULARS OF EMPLOYEES Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard. 19. STATUTORY AUDITORS M/s. VMD & Co., Auditors of the Company, retire at the Seventieth Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.The Company's Auditors, M/s. VMD & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company, are re-appointed from the conclusion of this Annual General Meeting (AGM) until the conclusion of next Annual General Meeting (AGM). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. 20. AUDITOR'S REPORT The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on accounts of the Company 21. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. S. K. Jain & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C". 22. INTERNALAUDIT Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee appointed M/s. Sarda Soni Associates, Practicing Chartered Accountants, to undertake the Internal Audit of the Company. 23. ENHANCING SHAREHOLDERS VALUE Our Company believes that its Members are among its most important Stakeholders. Accordingly, our Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. 24. ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE As required under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed herewith as Annexure I with Board's Report. 25. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance practices followed by the Company, together with a certificate from M/s. S. K. Jain & Co., Practicing Company Secretaries, confirming compliance forms an integral part of this Report. 26. BUSINESS RESPONSIBILITY REPORTING As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report. 27. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". 28. ACKNOWLEDGEMENT The Directors also gratefully acknowledge all the Stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company 29. DISCLAIMER The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated April 4,2014 clarified that the Financial Statements and the documents required to be attached thereto, the Auditor's and Boards' Report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there-under. Accordingly, whilst the Financial Statements and the Auditor's Report as aforesaid are prepared as per the requirements of the Companies Act, 1956, the Company, as per its commitment to transparency and good governance, has to the extent possible provided the information in the Board's Report and the Corporate Governance Report as per the Companies Act, 2013. 30. HUMAN RESOURCES The Company continues to maintain cordial relations with its employees. 31. CAUTIONARY STATEMENT Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates. FOR AND ON BEHALF OF THE BOARD Sd/-S. B. SOMANI CHAIRMAN AND MANAGING DIRECTOR (DIN No. - 00077939) Place: Mumbai Date: 29"' May, 2015 |