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Directors Report of Sree Rayalaseema Alkalies & Allied Chemicals Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

(Equity & CRP Shareholders)

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2016.

Operations

The turnover for the year under review is Rs.86556 lakhs as compared to Rs.83784 lakhs in the previous year. The 3.31% marginal increase is on account of the following changes in respective Divisions performance.

Division / Segment Wise Operations

The Caustic unit has produced 139536 MTs of Caustic Soda as against 141336 MTs for the previous year representing a marginal decrease of 1%. As against net sales of Rs.42627 lakhs for previous year, the current year sales comes to Rs. 40582 lakhs representing a decrease of 5%.

The Potassium plant has produced 17249 MTs of Potassium Hydroxide as against 11508 MTs for the previous year representing a increase of 50%. As against net sales of Rs. 8877 lakhs for previous year, the current sales comes to Rs.11989 lakhs representing an increase of 35% which is attributed to favorable marker and better performance.

As regards Chloromethane Plant the company has declared 26/03/2016 as the commercial production starting date. During the short period of 6 days in the financial year the plant has produced 84 MT of Methylene Chloride, Chloroform. Full effects of the plant operation will be experienced in the next year 2016-17.

The Castor Oil Plant has processed 9583 MTs of oil as against 11709 MTs for the previous year representing a decrease of 19%. As against net sales of Rs.11200 lakhs for the previous year, the current year sales stood at Rs.9012 lakhs representing a decrease of 20%, which is mainly attributed to adverse market.

The Fatty acid plant has processed 26842 MTs for the current year as against 18852 MTs for the previous year representing an increase of 42%. The net sales of this plant has increased from Rs.11102 lakhs to Rs.14420 lakhs representing an increase of 30%, which is mainly attributed to favourable market and better performance.

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 options including its sale or relocation of the Plant.

The Wind Farm at Ramagiri has generated 28.90 lakh/KWH power in the current year as against previous year generation of 25.91 lakh/KWH representing an increase of 12% when compared to previous year. The power generated in the farm is wheeled through State Grid to the Company for captive use. The generation of Power depends upon Wind velocity.

Outlook For The Current Year

Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report in “ANNEXURE - E”.

FINANCIAL RESULTS YEAR ENDED

_(Rs. In lakhs)

31.03.2016

31.03.2015

Profit before Finance Costs & depreciation

11221.28

10724.94

Less: Finance Cost

3810.47

3339.51

Profit before Depreciation

7410.81

7385.43

Less: Depreciation

3546.61

3643.19

Profit (Loss) before Exceptional items and Tax

3864.20

3742.24

Less: Exceptional items

Profit/Loss Before Tax

3864.20

3742.24

Tax Expense:

Less: - Current Tax

763.10

696.35

- Deferred Tax

80.16

247.52

Profit for the period from continuing operations

3020.94

2798.37

Less : Loss from discounting operations

579.23

583.22

Profit for the period

2441.71

2215.15

Less: Dividend and Dividend Tax on Preference Shares

3.21

Add: Balance Carried from Previous year

3579.75

2864.60

Profit available for Appropriation

6018.25

5079.75

Less: Transfer to General Reserve

1500.00

1500.00

Surplus carried to Balance Sheet

4518.25

3579.75

Profit for the Current year at Rs. 2438.50 Lakhs shows an increase of 10% compared to previous year Profit of Rs.2215.15 Lakhs. The increase in Profit is on account of better performance and absence of exceptional items and reduction in loss from discontinued operations.

Dividend

Cumulative Redeemable Preference Shares (CRPS)

The Board of Directors recommended the declaration & payment of accrued Dividend (2002-03 to 2014-15) and current Year dividend (2015-16) @ 0.01 % per year on Cumulative Redeemable Preference Shares.

Equity Shares

In view of liquidity constraints and future plans your Directors have not recommended any dividend on Equity Shares.

Capital Expenditure

During the year the Company has incurred an amount of Rs.13231.71 Lakhs on Capital Expenditure which is mainly towards Chloromethane Project and other normal capital expenditure. The funds required for the above is met from Term loans and internal accruals.

Safety and Environment Protection

Your Company gives utmost importance to safety as well as development of green environment. All out effort are made to ensure safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous “SAFETY FOR MEN, MACHINE AND MATERIAL”. The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects.

Commercial Production of Chloromethane Project

The Key Managerial Personnel (KMP) Committee has decided 26th March, 2016 as the starting date of commercial production of Chloromethane Project. Your Directors are optimistic about the performance of the unit which certainly uplift the overall performance by its contribution.

Listing Fees

The Company has paid Listing Fee for the year 2016-17 to Bombay Stock Exchange vide its letter dtd. 19.04.2016.

PREFERENTIAL ALLOTMENT

1) Preferential allotment of Convertible Share Warrants: After obtaining Shareholders approval in the Annual General Meeting held on 16.09.2015 and on receipt of in-principle approval from BSE vide their letter Ref No. DCS/PREF/MN/FIP/643/2015-16 dt. 06.01. 2016, the Board Allotment Committee in its meeting held on 13.01.2016 has allotted 1,30,95,272 Convertable Share Warrants (1st Tranche - 41,43,202; 2nd Tranche - 43,61,265; 3rd Tranche - 45,90,805) in 3 Tranches to M/s. Brilliant Industries Private Ltd being one of the Promoter Group Company at an issue price of Rs.17.02 per warrant in pursuance to SEBI (ICDR) Regulations 2009.

2) Allotment of Equity Shares on Conversion of 1st Tranche Warrants : 1st Tranche Convertible Share Warrants were converted into 41,43,202 Equity Shares in the ratio of 1:1 by the Board in its meeting held on 29.01.2016. The Company has obtained Trading approval for the said shares from BSE vide their letter DCS/PREF/MN/FIP/2944/2016-17 dtd.27.05.2016 and the same were credited to the Allottee M/s. Brilliant Industries Private Limited in Demat mode by NSDL vide their letter dtd. 13.05.2016 with lock-in provision upto 21.06.2019.

Insurance

Assets of the Company are adequately insured.

Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.3.2016.

Directors and Key Managerial Personnel

Sri T. G. Venkatesh (DIN : 00108120) and Smt V. Surekha (DIN : 06953161) are retiring by rotation at the ensuing Annual General Meeting (A G M) being eligible for re-election, they have given their consent for re- election. Sri O.D. Reddy (DIN : 00101729) has resigned as Director from the Board to be effective from 13.10.2015 due to his ill health. Subsequently on 30.10.2015 he succumbed to death after great fight. The Board of Directors has appreciated his contribution during his tenure as Director on the Board for the growth of the company.

Dr. M. Asha Reddy (DIN : 07328122) has been co-opted as Additional Director on the Board of the company on 29.01.2016 upon the recommendation of Nomination and Remuneration Committee meeting held on 02.11.2015 whose term will expire on the date of this Annual General Meeting. The Company has received necessary deposit from a shareholder proposing Dr. M. Asha Reddy as independent Director for a term of 2 years.

Sri T.G. Venkatesh has submitted his resignation for the post of Managing Director to be effective from the closing hours of 31.05.2016 due to his pre-occupation. He continues to be Non-Executive Chairman and Director on the Board of the Company.

Appropriate resolutions are placed in the notice of Annual General Meeting for members approval.

Industrial Relations

Your Company''s Industrial Relations continue to be harmonious and cordial.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors’ Responsibility Statement

As required by the provisions of Section 134 of the Companies Act, 2013, Directors'' Responsibility Statement is attached as Annexure - B.

Corporate Governance - Regulation 17 read with Schedule II of SEBI (LODR) Regulations, 2015.

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure

- D) regarding compliance of the conditions of Corporate Governance. The” Annexure C and D” are attached to this report.

Management Discussion and Analysis Report

Further to comply with Regulation 34 (2) (e) Schedule -V of SEBI (LODR) Regulations, 2015. “Management Discussion and Analysis” has been given as “Annexure - E” to the Directors'' Report.

Auditors

M/s. Brahmayya & Co., Chartered Accountants, Adoni were appointed as Statutory Auditors for a term of 3 years upon the recommendation of Audit Committee in its meeting held on 30.07.2014 by the Board in its meeting held on 30.07.2014 subject to the Members'' ratification every year to comply with the provisions of Section 143 of the Companies Act, 2013. Accordingly, a Resolution for ratification by the Members placed in the notice of this AGM which will be effective up to the next AGM.

Cost Audit

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 vide SRN: S 41675612 dt.15.10.2015 with MCA portal for the financial year 2014-15.

Audit Committee

An Audit Committee continues to function to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted on 29.01.2016 with the following members Sri Badri Srinivasa Rao, Sri G. Krishna Murthy and Dr. M. Asha Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee.

Material changes and commitment if any affecting the financial position of the Company occured between the end of the financial year to which this financial statements relate and the date of the Report

There are no material changes which are to be affected to the financial position of the company according to the information provided by the Management to the Board between the date of Financial year and the date of its Report.

Statement concerning development and implementation of Risk Management Policy of the Company

A Special Team with Senior Executives has been formed which has entrusted with the responsibility to assist Chairman and Managing Director in (a) Overseeing and approving the Company''s enterprise wide risk management framework, and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company Manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Management and business of the Company.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Companywide Risk Management, Internal Control and Internal Auditor methodologies and processes.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

The Company has taken various Corporate Social Responsibility (CSR) activities around the Factory site since its inception. The Company has taken appropriate steps to the possible extent to implement CSR activities for the development of areas surrounding the Company in particulars and other areas in general. Since its inception, a well documented CSR Policy has been drafted by a Team of Senior Executives of the Company and the same was approved by the Board in its meeting held on 12.04.2016. For the financial year ending 31.03.2016, the Company has to spend Rs.60.72 Lakhs as against this the Company has spent Rs.60.40 Lakhs. The marginal short fall in CSR expenditure (Rs.32,000/-) will be covered during the financial year 2016-17. The CSR activities implementation will be a continuous process as far as the Company is concerned and the Team of Senior Executives taking all necessary steps for its implementation under the guidance of C.S.R. Committee. A Board sub-committee has been formed by the Board on 26.05.2014 under the name “Corporate Social Responsibility Committee to monitor the implementation of C.S.R. activities. The CSR Committee was reconstituted by the Board in its meeting held on 29.01.16. Sri G. Krishna Murthy is the Chairman and Sri K. Karunakar Rao and Sri Gopal Krishan are the members of the committee.

Details of C.S.R. activities are given as “Annexure - G”. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

- Not applicable - .

Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies and other entities which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015 for Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in Notes to Accounts. All the related party transactions are entered with prior approval of the Board and Audit Committee. Audit Committee will give Omnibus approval on yearly basis and actual related party transactions are submitted to the Audit Committee and Board on quarterly basis. Details of these transactions are given in Form AOC-2 as an “Annexure-EA” to this report to comply with provisions of Companies Act, 2013. All the Related party transactions were on arms-length basis.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Secretarial Auditor in their Reports

Statutory Auditors of the Company and the Secretarial Auditor, who have conducted statutory audit and Secretarial Audit, have not made any adverse comments on the activities of the Company for the financial year 2015-16.

Company’s Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

The Nomination and Remuneration Committee has been re-constituted by the Board in its meeting held on 29.01.2016 to ensure the appointment of persons having vide exposure in their fields, having independence as defined in the Act to be available for appointment as Director. The Committee always keeps a list of eminent persons having independence available for Company''s requirement depending upon vacancy on the Board. As regards remuneration payable to whole-time Directors including Chairman and Managing Director, the Board will take collective decision within the parameter of various statutes including Companies Act, 2013 and the provisions of SEBI (LODR) Regulations, 2015. The Committee will follow the Company''s policy to discharge its duties whenever necessity arises. It will not be out of place to mention that the set policy being followed since inception of the Company to ensure transparency.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Secretarial Auditor

The Board in its meeting held on 13.06.2016 has appointed M/s. CSB Associates represented by Sri C. Sudhir Babu as Secretarial Auditor for the year 2015-16. Secretarial Audit

Report for the year ending 31.03.2016 has been Annexed to the Directors'' Report as “Annexure - I” 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.

Annual Return in Form MGT-9 format

The details of Annual Return in Form MGT-9 format is enclosed as “Annexure - F”.

Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies and hence the details are not applicable.

Declaration of Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with the provisions of Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section

(6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Evaluation

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 included 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 Chairman 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.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non Executive Directors.

Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has 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 there under.

The Company has no such cases of sexual harassment at workplace.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the provisions of Regulation 22 of 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: http://www.tgvgroup.com.

Provision of voting rights to Equity and CRP Shareholders

Pursuant to Section-47 of the Companies Act, 2013 voting rights have been provided to Equity Shareholder as well as CRP Shareholder to cast their votes on all the Resolutions placed in the notice.

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/-

Place : Hyderabad CA K. KARUNAKAR RAO

Date : 11th July, 2016 Executive Director & CEO


Mar 31, 2015

Dear Members,

(Equity & CRP Shareholders)

The Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2015.

Operations :

The turnover for the year under review is Rs. 83784 lakhs as compared to Rs. 85095 lakhs in the previous year. The 1.5% marginal decrease is on account of the following changes in respective Divisions performance.

Division / Segment Wise Operations :

The Caustic unit has produced 141336 MTs of Caustic Soda as against 136882 MTs for the previous year representing a marginal increase of 3%. As against net sales of Rs.42635 lakhs for previous year, the current year sales comes to Rs. 42627 lakhs, which is almost all stable.

The Potassium plant has produced 11508 MTs of Potassium Hydroxide as against 12483 MTs for the previous year representing a decrease of 5%. As against net sales of Rs. 9297 lakhs for previous year, the current sales comes to Rs. 8877 lakhs representing decrease of 5% attributed to stressed market.

The Castor Oil Plant has processed 11709 MTs of oil as against 12526 MTs for the previous year representing a decrease of 6%. As against net sales of Rs.12490 lacs for the previous year, the current year sales stood at Rs.11200 lakhs representing decrease of 10 %, which is mainly attributed to adverse market.

The Fatty Acid Plant has processed 18852 MTs for the current year as against 13711 MTs for the previous year representing an increase of 37%. The net sales of this division has increased from Rs. 10245 lakhs to Rs. 11102 lakhs representing an increase of 8 % , which is mainly attributed to favourable market.

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 options including its sale or relocation of the Plant.

The Wind Farm at Ramagiri has generated 25.91 lakh/KWH power in the current year as against previous year generated of 29.41 lakh/KWH representing a decrease of 12% when compared to previous year. The power generated is wheeled through State Grid to the Company for captive use. The generation of Power depends upon Wind velocity.

Outlook For The Current Year :

Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report in "ANNEXURE – E".

FINANCIAL RESULTS YEAR ENDED (Rs.in lakhs)

31.03.2015 31.03.2014

Profit before Finance Costs & depreciation 10724.94 9712.61

Less: Finance Cost 3339.51 3420.65

Profit before Depreciation 7385.43 6291.96

Less: Depreciation 3643.19 3553.30

Profit (Loss) before Exceptional items and Tax 3742.24 2738.66

Less: Exceptional items - 1345.71

Profit/Loss Before Tax 3742.24 1392.95

Tax Expense:

Less: - Current Tax 696.35 186.49

- Deferred Tax 247.52 (231.74)

Profit for the period from continuing operations 2798.37 1438.20

Less : Loss from discounting operations 583.22 961.02

Profit for the period 2215.15 477.18

Add: Balance Carried from Previous year 2864.61 3887.43

Profit available for Appropriation 5079.76 4364.61

Less: Transfer to General Reserve 1500.00 1000.00

Less: Transfer to Capital Redemption reserve - 500.00

Surplus carried to Balance Sheet 3579.76 2864.61

Profit for the Current year at Rs. 2215.15 Lakhs shows an increase of 364% compared to previous year Profit of Rs.477.18 Lakhs. The increase in Profit is on account of better performance and absence of exceptional items.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2014-15.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.5,393 lakhs on Capital Expenditure which is mainly towards Chloromethanes Project and other normal capital expenditure. The funds required for the above is met from Term loans and internal accruals.

Safety and Environment Protection :

Your Company gives utmost importance to safety as well as development of green environment. All out efforts are made to ensure safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous "SAFETY FOR MEN, MACHINE AND MATERIAL". The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects.

Listing Fees :

The Company has paid Listing Fee for the year 2015-16 to Bombay Stock Exchange vide its letter dated 17.04.2015.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.3.2015.

Directors and Key Managerial Personnel :

Sri K. Karunakar Rao and Sri N. Jesvanth Reddy are retiring by rotation at the ensuing Annual General Meeting (AGM) being eligible for re-election, they have given their consent. Sri Gopal Krishan was appointed as Additional Director by the Board in its meeting held on 07.11.2014, whose term will expire on the date of this AGM. The Company has received necessary deposits from a Shareholder proposing Sri Gopal Krishan candidature as Director, whose position is subject to retire by rotation. Necessary Resolutions alongwith Explanatory statement is placed in the Notice of AGM for your approval. Besides Sri Gopal Krishan has been appointed as Executive Director (Technical) by the Board in its meeting held on 07.11.2014. Sri. J Nagabhushanam was co-opted as Additional Director by the Board in its meeting hled on 10.07.2015 and whose term will expire on the date of this Annual General Meeting. The Company has received necessary deposit from a shareholder proposing Sri. J Nagabhushanam as INDEPENDENT DIRECTOR for a term of 3 consecutive years. Appropriate resolution is placed in the notice of Annual General Meeting for members approval.

(a) M/s. IDBI Bank Ltd. vide their letter Ref. No. CBG-SSCB.53/ 212/Nom.8, dated 18.10.2014 has appointed Sri Badri Srinivasa Rao as their nominee in place of Sri K. Davidson. M/s. IFCI Limited vide their letter Ref. No. IFCI/NDC/2014- 140718311, dated 18.07.2014 withdrawn the nomination of Ms. Shalini Soni. The Board placed on its records its appreciation for the valuable advises and suggestions provided by Sri K. Davidson and Ms. Shalini Soni during their term on the Board and Audit Committee and authorised the Chairman to convey the message suitably.

As regards to Key Managerial Personnel (KMP), Sri C. Rajesh Khanna has been declared as C.F.O. in place of Sri M.V. Kumara Swamy in the Board meeting held on 26.05.2014. Apart from the above, there is no change in K.M.P.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors' Responsibility Statement :

As required by the provisions of Section 134 of the Companies A c t , 2013, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance – Clause- 49 of Listing Agreement :

A separate report on Corporate Governance (Annexure - C) is incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion and Analysis Report :

Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni were appointed as Statutory Auditors for a term of 3 years upon the recommendation of Audit Committee in its meeting held on 30.07.2014 by the Board in its meeting held on 30.07.2014 subject to the Members' ratification every year to comply with Section 143 of the Companies Act, 2013. Accordingly, a Resolution for ratification by the Members in this AGM and will be effective upto the next AGM.

Cost Audit :

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-1 in XBRL format vide SRN: S31416605 dt.27.09.2014 with MCA portal for financial year 2013-14 and similarly would be effected for 2014-15 also, soon.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Clause-49 of Listing Agreement and other statutory provisions. The Audit Committee was reconstituted on 07.11.2014 with the following Members Sri Badri Srinivasa Rao, Sri G. Krishna Murthy and Sri O.D. Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee.

Material changes and commitment if any affecting the Financial position of the Company occured between the end of the financial year to which this financial statements relate and the date of the Report

There are no material changes which are to be affected to the financial position of the company according to the date of Financial year and the date of its Report.

Statement concerning development and implementation of Risk Management Policy of the Company

A Special Team with Senior Executives has been formed which has been entrusted with the responsibility to assist Chairman and Managing Director in (a) Overseeing and approving the Company's enterprise risk management framework, and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit market, liquidity, security, property, I T, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Management and business of the Company.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Company wide Risk Management, Internal Control and Internal Auditor methodologies and processes.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

The Company has taken various Corporate Social Responsibility (CSR) activities around the Factory site since its inception. The Company has taken appropriate steps to the possible extent to implement CSR activities for the development of areas surrounding the Company in particular and other areas in general. Since its inception, a well documented CSR Policy has been drafted by a Team of Senior Executives of the Company and the same was approved by the Board in its meeting held on 26.05.2014. For the financial year ending 31.03.2015, the Company has to spend Rs. 45.89 lakhs as against this the Company has spent Rs. 49.78 lakhs. The CSR activities implementation will be a continuous process as far as the Company is concerned and the Team of Senior Executives taking all necessary steps for its implementation under the guidance of C.S.R. Committee. A Board sub-committee has been formed by the Board on 26.05.2014 under the name "Corporate Social Responsibility Committee to monitor the implementation of C.S.R. activities.

Details of C.S.R. activities are given as Annexure - G.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

Not applicable.

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 Clause 49 of Listing Agreement for Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts point no. 24-11-1 & 24-11-2 to comply with Accounting Standards 18 and other applicable provisions of the Companies Act, 2013. All the Related party transactions were on arm-length.

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, have not made any adverse comments on the activities of the Company for the financial year 2014-15.

Company's Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

The Nomination and Remuneration Committee has been constituted by the Board in its meeting held on 25.09.2014 to ensure the appointment of persons having vide exposure in their fields, having independence as defined in the Act to be available for appointment as Director. (The Committee always keeps a list of eminent persons having independece available for Company's requirement depending upon vacancy on the Board). As regards remuneration payable to whole-time Directors including Chairman and Managing Director, the Board will take collective decision within the parameter of various statutes including Companies Act, 2013 and Listing Agreement. The Committee will follow the Company's policy to discharge its duties whenever necessity arises. It will not be out of place to mention that the set policy being followed since inception of the Company to ensure transparency.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material wekness in the design or operation were observed.

Secretarial Auditor

The Board has appointed Sri N. Rama Swamy, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Auditor Report for the financial year ended March 31, 2015, is annexed herewith marked as Annexure - I to this Report. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Annual Return in Form MGT-9 format:

The details of Annual Return in MGT-9 format is enclosed as Annexure- F.

Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associated company.

Declaration of Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Evaluation

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 included 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 Chairman 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.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors.

Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has 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.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, 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: http://www.tgvgroup.com.

Provision of voting rights to equity and CRP shareholder

Pursuant to section 47 of the companies Act, 2013 voting rights have been provided to equity shareholder as well as CRP shareholder to cast their votes on all the Resolutions placed in the notice.

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/-

Place : Hyderabad CA K. KARUNAKAR RAO

Date : 17th August, 2015 Executive Director & CEO


Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2014. Operations :

The turnover for the year under review is Rs.85095 lakhs as compared to Rs.90941 lakhs in the previous year. The decrease is on account of prolonged disturbances in the State and severe power cuts in the first quarter.

Division / Segment Wise Operations :

The Caustic unit has produced 136882 MTs of Caustic Soda as against 130773 MTs for the previous year. As against net sales of Rs.41465 lakhs for previous year, the current year sales comes to Rs.42635 lakhs representing an increase of 3 %.

The Potassium plant has produced 12483 MTs of Potassium Hydroxide as against 8947 MTs for the previous year. As against net sales of Rs.6540 lakhs for previous year, the current sales comes to Rs.9297 lakhs representing an increase of 42% attributed to better realizations.

The Castor Oil Plant has processed 12526 MTs of oil as against 14864 MTs for the previous year. As against net sales of Rs.13951 lacs for the previous year, the current year sales stood at Rs. 12490 lacs representing a decrease of 10 %.

The Fatty acid plant has processed 13711 MTs for the current year as against 23673 MTs for the previous year. The net sales of this division has decreased from Rs.16559 lakhs to Rs.10245 lakhs representing a decrease of 38 %. 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 options including its sale or relocation of the Plant. As there is no activity, previous year figures comparison is not possible. The Wind Farm at Ramagiri has generated 29.41 lakh/KWH power in the current year as against previous year generation of 26.01 lakh/KWH representing an increase of 13% when compared to previous year. All the power generated is wheeled through State Grid to the Company for internal use.

Outlook for the Current Year :

Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report as "ANNEXURE - E".

FINANCIAL RESULTS YEAR ENDED ( Rs.in lakhs)

31.03.2014 31.03.2013 Profit before Finance Costs

& depreciation 9712.61 11909.60

Less: Finance Cost 3420.65 3844.50

Profit before Depreciation 6291.96 8065.10

Less: Depreciation 3553.30 4050.97 Profit (Loss) before Exceptional

items and Tax 2738.66 4014.13

Less: Exceptional items 1345.71 -

Profit/Loss Before Tax 1392.95 4014.13 Tax Expense:

Less: - Current Tax 186.49 803.00

- Deferred Tax (231.74) (561.65)

Profit for the period from continuing

operations 1438.20 3772.78

Less : Loss from discounting operations 961.02 -

Profit for the period 477.18 3772.78 Add: Balance Carried from

Previous year 3887.43 2614.65

Profit available for Appropriation 4364.61 6387.43

Less: Transfer to General Reserve 1000.00 1500.00 Less: Transfer to Capital Redemption

reserve 500.00 1000.00

Surplus carried to Balance Sheet 2864.61 3887.43

Profit for the Current year at Rs. 477.18 Lakhs shows a decrease of 87 % compared to previous year Profit of Rs.3772.78 Lakhs. Reduction in current year profit is due to loss from discontinued operations of Bellary Power Project and exceptional items of Rs.1345.71 lakhs being the recompense amount paid to Banks and Financial Institutions (FIs) and also high fluctuations in raw materials for oils division not commensurate with finished products prices.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2013-14.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.7460 lakhs on Capital Expenditure which is mainly towards Chloromethane Project and other normal expenditure. The funds required for the above is met from Promoters contribution / Term loans and internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters :

Listing of Equity shares issued to Promoters on conversion of First, Second and Third Tranche Warrants.

The Allotment Committee in its meeting held on 05.04.2014 has allotted 39,36,042 Equity Shares of Rs.10/- each at par upon conversion of fully paid Third tranche warrants into Equity in the ratio 1:1 in dematerialized form to Promoters i.e. 10,00,000 Shares to M/s. Sree Rayalaseema Hi-Strength Hypo Ltd. (SRHHL) and 29,36,042 Shares to M/s. TGV Projects & Inv. Pvt. Ltd. On completion of all formalities by the Company BSE vide its letter Ref.No.DCS/ REF/BS/FIP/239/2014-15 dt.10.07.2014 has given In- principle Listing approval for these Equity Shares. NSDL vide its letter dt.21.07.2014 and CDSL vide its letter dt.18.07.2014 has credited these shares in demat form. These shares are subject to lock-in provision of three years. Trading approval in respect of these shares has been issued by BSE vide its letter dated 25.07.2014.

Company''s Exit from CDR :

After fulfillment of required formalities, the company has made application with CDR Cell for company''s exit. CDR Cell vide their letter Ref. No. By.CDR (SSA)/No.1152/2013- 14 dt.18.03.2014 has given its approval for company''s exit. The company has to pay Rs.1345.71 lakhs as recompense amount to Banks Consortium and Financial Institutions.

Safety and Environment Protection :

Your Company accords most importance to safety as well as development of green environment. All out effort is being made to ensure round the clock safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous "SAFETY FOR 3M''s i.e., MEN, MACHINES AND MATERIALS". The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects. The Company''s policy is safety with green environs is not ones responsibility but the responsibility of every one related to the Company.

Listing Fees :

The Company has paid Listing Fee for the year 2013-14 to Bombay Stock Exchange vide its letter dtd.17.04.2014.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2014.

Directors :

Sri G. Krishna Murthy and Sri P.N. Vedanarayanan are retiring by rotation at the ensuing Annual General Meeting (AGM). The Company has received necessary deposits from shareholders proposing their candidature as Independent Director for election in the AGM. Necessary resolutions along with explanatory statement placed in the notice of AGM for your approval. The Company has also received necessary deposit from a shareholder of the company proposing the candidature of Sri O.D. Reddy (existing Director) as an Independent Director. Necessary resolution along with explanatory statement placed in the notice of AGM for your approval. M/s.IFCI Limited vide their letter Ref.No. IFCI/NDC-1/2013-131107033 dtd.06.11.2013 has appointed Mrs. S. Usha as their nominee in place of Smt. Venus Bhanot. The Board in its meeting held on 11.11.2013 has Co-opted the nominee Director on the Board of the Company. The Board place on record its appreciation for the valuable advises and suggestions provided by Smt. Venus Bhanot during her term on the Board and audit committee and authorized the Chairman to convey the message.

Again M/s.IFCI Ltd., intimated vide its letters Ref. No. IFCI/ NDC/2014-140606066, dt. 05.06.14 and Ref.No.IFCI/NDC/ 2014-140718311, dt.18.07.14, that Smt. Shalini Soni, Deputy General Manager, Hyderabad Branch of IFCI has been nominated in place of Smt S. Usha. The Board of Directors in their meeting held on 30.07.2014 has co-opted Ms. Shalini Soni in place of Smt S. Usha . The Board has placed on record its appreciation for her active participation and advises during deliberations of Board and audit committee meetings during her tenure and authorized Sri T.G.Venkatesh, CMD to convey the message. Sri T.G. Venkatesh has been appointed as Chairman and Managing Director (CMD) of the Company by the Board in its meeting held on 26.05.2014. A member of the company has deposited requisite amount at the Regd.Office proposing his candidature to be appointed as Director (whose position is subject to retire by rotation). Necessary resolution is placed in the notice of AGM to carry out the election for your approval.

Industrial Relations :

Your Company''s Industrial Relations continue to be harmonious and cordial.

Particulars of Employees :

The information as required under Sec. 217 (2A) of the Companies Act, 1956 and the rules framed thereunder was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed thereunder.

Energy Conservation Technology Absorption and Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors'' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors'' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause-49 to the Listing Agreement with the Stock Exchanges, are complied with.

Corporate Governance - Clause- 49 of Listing Agreement :

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure-D) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion and Analysis Report : Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors'' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s. Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2014-15. The company has received the consent from M/s.Brahmayya & Co., to act as Auditors of the Company provided their reappointment is approved by shareholders in the Annual General Meeting (AGM).

Cost Audit :

Products manufactured by the Company are coming under Central Govt. order Letter Ref. Nos. (1) 52/26/CAB-2010 dtd.24.01.2012 for Caustic Soda [Chemicals] (2) 52/26/ CAB-2010 dtd.02.05.2011 for Electricity Generation (3) 52/ 26/CAB-2010 dtd.24.01.2012 (4) 52/26/CAB-2010 dtd. 06.11.2012 for other Products not covered by the above order. As per this order Compliance Report (Form-A) has been filed in XBRL format with MCA portal vide SRN : S28038636 dt.25.11.2013, with respect to the products covered by above two orders reference nos. 1 & 2. Cost Audit Report (Form-I) has been filed in XBRL format vide SRN: S22596605 dt.27.09.2013 with MCA portal for financial year 2012-13.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Clause-49 of Listing Agreement and other statutory provisions. The Audit Committee was reconstituted on 11.11.2013 with the following members Smt. S. Usha, Sri K. Davidson, Sri G. Krishna Murthy and Sri O.D. Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee. Again the Audit Committee was reconstituted on 30.07.2014 by the Board with following members: Ms. Shalini Soni, Sri K. Davidson, Sri G. Krishna Murthy, Sri O.D. Reddy as members and Sri P.N. Vedanarayanan as Chairman of the Committee to give effect to the change in Nominee Director of IFCI Ltd.

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 Karnataka.

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/- Place : Hyderabad K. KARUNAKAR RAO Date : 30th July, 2014 Executive Director & CEO


Mar 31, 2013

Dear Members,

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31s'' Maroh, 2013.

Operations:

The turnover for the year under review is Rs.90941 lakhs as compared to Rs.85232 lakhs in the previous year. The increase in turnover is attributed to better performance of Caustic Soda, Caustic Potash divisions.

Division / Segment Wise Operations :

The Caustic unit has produced 130773 MTs of Caustic Soda as against 123534 M.T for the previous year. As against net sales of Rs.32849 lacs for previous year, the current year sales comes to Rs.41465 lacs representing an increase of 26%.

The Potassium plant has produced 8947 MTs of Potassium Hydroxide as against 9537 MTs for the previous year. As against net sales of Rs.5456 lacs for previous year, the current sales comes to''*Rs.6540 lacs representing an increase of 20 % attributed to better realisations.

The Castor oil plant yielded 14864 MTs of oil processing as against 14355 MTs for the previous year. As against net sales of Rs. 16036 lacs for the previous year, the current year sales stood at Rs. 13951 lacs representing a decrease of 13%.

The Fatty acid plant has processed 23673 MTs for the current year as against 26059 MTs for the previous year. The net sales of this division has decreased from Rs.18282 lacs to Rs.16559 lacs representing a decrease of 9%.

The Power plant at Bellary has billed 585 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1578 lacs KWH for the previous year.

As against sales to KPTCL (including deemed generation billing) of Rs.4577 lacs for the previous year, the current year sales comes to Rs.1646 lacs. The decrease is due to expiry of PPA with KPTCL on 31.08.2012 an hence no generation of power since then in the plant. In view of this previous year figures are not comparable.

Outlook For The Current Year : Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report in "ANNEXURE - E".

FINANCIAL RESULTS :

YEAR ENDED

Particulars 31.03.2013 31.032012 (Rs.in lakhs) (Rs.in Lakhs)

Profit before Finance Costs & nggg 11909.60 9943-71 depreciation

Less: Finance Cost 3844 50 3517.97

Profit before Depreciation 8065 6425.74

Less: Depreciation 4050 3662.55

Profit (Loss) before Exceptional 401413 2763.19 items and Tax

Less: Exceptional items

Profit/Loss Before Tax 4014.13 2763.19

Tax Expense:

Less: - Current Tax 593.10 576.81

- Deferred Tax (561 65) 797.92

Profit for the period from continuing 377278 1388.46 operations

Less : Profit from discounting operations

Profit for the period 3772 78

Add: Balance Carried from 2614 65 2726.19 Previous year

Profit available for Appropriation 6387 43 4114.65

Less: Transfer to 1500 00 500.00

General Reserve

Less: Transfer to Debenture 500.00

Redemption reserve

Less: Transfer to Capital 1000.00 500.00

Redemption reserve

Surplus carried to Balance Sheet 3887 43 2614.65

Profit for the Current year at Rs.3772.78 Lakhs shows an increase of 171% compared to previous year Profit of Rs. 1388.46 Lakhs. Improved and better performance in Caustic Soda division is the main reason for increased performance. The results would have been much more impressive but for the decreased performance of other divisions.

Dividend :

In view of the need for strengthening the financial base of the company and the necessity of funds for the ongoing projects, your Directors have decided not to declare any dividend for the year 2012-13.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.5332 lakhs on Capital Expenditure which is mainly towards Chtoromethanes Project and other normal expenditure. The funds required for the above is met from Promoters contribution / Term loans and internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters :

Listing of Equity shares issued to Promoters on conversion of First and Second Tranche Warrants.

35,52,278 Equity shares were issued at par on conversion of 35,52,278 warrants (allotted on preferential basis) in the ratio 1:1 to M/s.Sree Rayalaseeme Hi-Strength Hypo Limited (one of the promoter). The company has submitted listing application and on completion of required formalities, BSE has given trading approval on 18.03.2013 subject to the condition that these shares are under Lock-in for 3 years from the date of allotment i.e., up to 10.12.2015. Further 37,39,240 Equity shares were issued to M/s.Sree Rayalaseema Hi-Strength Hypo Limited by the Board Allotment Committee in its meeting held on 27.04.2013 on conversion of 37.39,240 Second tranche warrants (Allotted on Preferential basis) in the ratio 1.1. The company is in the process of obtaining trading approval with respect to these shares, which will be under Lock-in for 3 years from the date of allotment.

Bellary Power Plant:

The Power Purchase agreement entered with KPTCL has been expired on 31.08.2012 and the same was not renewed by KPTCL. The company is exploring other alternatives to make use of the Assets of Bellary Power Plant.

Safety and Environment Protection :

Your management is giving utmost importance to safety as well as development of green environs in the vicinity of Factory. All out effort is being made to ensure round the clock safety in all activities of the company by entrusting the safety of company in the hands of two experienced General Managers of proven track record and the steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working round the clock with the motto of continuous "SAFETY FOR 3M''s i.e., MEN, MACHINE AND MATERIAL" apart from clean and green programmes undertaken both inside and outside the Factory. The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects.

Listing Fees:

The Company has paid Listing Fee for the year 2013-14 to Bombay Stock Exchange vide its letter dated 26.04.2013.

Insurance:

Assets of the Company are adequately insured. Fixed Deposits:

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2013.

Directors:

Sri K. Karunakar Rao and Sri N. Jesvanth Reddy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment off ers themselves to be reelected as Directors.

Industrial Relations:

Your Company''s Industrial Relations continue to be harmonious and cordial.

Particulars of Employees:

The information as required under Sec. 217 (2A) of the

Companies Act, 1956 and the rules framed thereunder was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed thereunder. . .

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo : Particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1986 are annexed hereto as Annexure - A to this report.

Directors'' Responsibility Statement: As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors'' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 of the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause-49 of the Listing Agreement with the Stock Exchanges, are complied with.

Corporate Governance - Clause-49 of Listing Agreement:

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The "Annexure C and D" are attached to this report.

Management Discussion and Analysis Report : Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors'' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s. Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2013-14.

Cost Audit:

Products manufactured by the Company are coming under Central Govt, order Letter Ref. Nos. (1) 52/26/ CAB/2010 dt.24/01/2012forCaustic Soda (Chemicals) (2) 52/26/CAB-2010 dt.02.05.2011 for Electricity Generation (3) 52/26/CAB-2010 dt.24.01.2012 for other Products not covered by the above order. As per this order Compliance Report (Form-A) has been filed in XBRL format with MCA portal vide SRN S20597654 dt.20.03.2013, with respect to the products covered by above two orders reference nos. 1 & 2. Cost Audit Report (Form-I) has been filed in XBRL format vide SRN S21037429 dt.11.05.2013 with MCA portal for Financial Year 2011 -12.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Sec 292(A) of the Companies Act, 1956 and also Clause-49 of Listing Agreement. The Audit Committee was reconstituted on 07.05,2012 with the following members Smt.Venus Bhanot, Sri P.Sitaram, Sri P.N. Vedanarayanan and Sri O.D. Reddy as members with Sri M.P. Murti as Chairman of the Audit Committee.

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 Karnataka.

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/-

Place Kurnool K KARUNAKAR RAO

Date : 15th May, 2013 Executive Director & CEC


Mar 31, 2012

The Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the- Company for the year ended 31st March, 2012.

Operations :

The turnover for the year under review is Rs.85232 lakhs as compared to Rs.76212 lakhs in the previous year. The increase in turnover is attributed to better performance of Caustic, Castor Oil, Fatty Acid divisions.

Division / Segment Wise Operations :

The Caustic unit has produced 123534 MT of Caustic Soda as against 111516 M.T for the previous year. As against net sales of Rs.24924 lacs for previous year, the current year sales comes to Rs. 32849 lacs representing an increase of 32 %.

The Potassium plant has produced 9537 MT of Potassium Hydroxide as against 12111 MT for the previous year. As against net sales of Rs.6189 lacs for previous year, the current sales comes to Rs. 5456 lacs representing marginal decrease of 12 °/o.

The Castor oil plant yielded 14355 MT of oil processing as against 13190 MT for the previous year. As against net sales of Rs.12303 lacs for the previous year, the current year sales stood at Rs. 16036 lacs representing an increase of 30 %.

The Fatty acid plant has processed 26059 MT for the current 'year as against 25277 MT for the previous year. The net sales of this division has increased from Rs. 15973 lacs to Rs. 18282 lacs representing an increase of 14 %.

The Power plant at Bellary has billed 1578 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1821 lacs KWH for the previous year..

As against sales to KPTCL (including deemed generation billing ) of Rs. 10375 lacs for the previous year, the current year sales comes to Rs. 4577 lacs showing decrease of 66%: This is due to less power demanded by KPTCL the only customer depending on their requirement.

Outlook For The Current Year :

Segmentwise discussion is furnished in Management Discussion and Analysis annexed to this report in "ANNEXURE - E".

FINANCIAL RESULTS :

YEAR ENDED

31.03.2012 31.03.2011 (Rs.In Mths) (Rs.in lakhs)

Profit before Final ice Costs & Depreciation 9943-71 9705.66

Less: Finance Cost 3617.97 3538.87

Profit before Depreciation 6425.74 6166.79

Less: Depreciation 3662.66 3448.56

Profit (Loss) before Exceptional

Items and Tax 2763.19 2718.23

Less: Exceptional items -

Profit/Loss Before 2763.19 2718.23

Tax Expense:

Less:-Current Tax 676.61 597.08

- Deferred Tax 797.92 756.22

Profit for the period from

continuing operations 1366.46 1364.93 Less: Profit from discounting

operations - -

Profit for the period 1366.46 1364.93

Add: Balance Carried from

Previous year 2726.19 2861.26

Profit available for Appropriation 4114.66 4226.19

Le ;s: Transfer to General Reserve 600,00 500.00 Less: Transfer to Debenture

Redemption reserve 600.00 1000.00 Less: Transfer to Capital

Redemption reserve 600.00 -

Surplus carried to Balance Sheet 2614.66 2726.19

Profit for the Current year at Rs. 1388.46 Lakhs shows a marginal increase of 2 % compared to previous year Profit of Rs. 1364.93 Lakhs. Stiff market and recessionary conditions are the main reasons for over all decrease in performance.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2011-12.

Capital Expenditure :

During the year the Company has incurred an amount of Rs. 6655 lacs on Capital Expenditure which is mainly towards Electroiyser, Boiler, Turbine, Chloromethanes Project and other normal expenditure. The funds required for the above is met from Promoters / Term loans and other internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters :

Appropriate special resolution has been placed in notice of Annual General Meeting (AGM) seeking Shareholders approval for allotment of 1,12,27,560 (SR Hypo 82,91,518 and TGVPI PL 29,36,042) No. of convertible Share Warrants at a price that is calculated pursuant to SEBI (ICDR) regulations, 2009. These share warrants will be converted into Equity Shares in the ratio 1:1 before the validity period of warrants subject to the condition that the warrants are fully paid-up and Promoters (Allottees) have exercised their option for conversion into Equity pursuant to SEBI (ICDR) Regulations, 2009. These Share Warrants will be alloted upon conversion of Un-secured loans bought by Promoters (Allottees) into the Company towards part fulfillment of their commitment to the Chloromethanes Project to fulfil Term loan Banks condition (Indian Bank, United Bank of India and The South Indian Bank Ltd., while sanctioning Term Loans). The price calculated as per SEBI (ICDR) Regulations, 2009 is at Rs. 10/- per Equity Share. After conversion of share warrants into Equity the same will be listed on Bombay Stock Exchange upon fulfillment of required formalities. .

Safety And Environment Protection :

Right from incorporation your management is giving utmost importance to safety as well as green environment. Every effort is being made to ensure safety in all activities of the company by entrusting the safety of company in the hands of two experienced General Managers of proven track record and the steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been created and entrusted with the responsibility of ensuring safety with a team of officials working round the clock with the motto of continues "SAFETY FOR MEN, MACHINE AND MATERIAL". Apart from clean and green programmes undertaken both inside and outside the Factory, the Company is in the process of developing Green belt in the surrounding areas.

Listing Fees :

The Company has paid Listing Fee to Bombay Stock Exchange vide its letter dtd.19.04.2012.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2012.

Directors :

Sri M.P.Murti and Sri O.D.Reddy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment offers themselves to be reelected as Directors. M/s.IFCI Ltd., vide their letter Ref.No.IFCI/NDC- 1/2012-120501026 dt.30.04.2012 has appointed Smt. Venus Bhanot as their nominee in place of Sri S.K.Ganguli. The Board in its meeting held on 07.05.12 has inducted the nominee Director on the Board of the Company. The Board place on record its appreciation for the valuable advises and suggestions provided by Sri S.K.Ganguli during his term on the Board and authorized the Chairman to convey the message.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Particulars of Employees :

The information as required under Sec.217 (2A) of the Companies Act, 1956 and the rules framed there under

was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed there under.

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this re[ art.

Directors' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory'provisions of Corporate Governance in terms of Clause-49 to the Listing Agreements with the Stock Exchanges, are complied with.

Corporate Governance - Clause 49 of Listing Agreement:

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - -0) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion anc. Analysis Report:

Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

M/s.Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s.Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2012-13.

Cost Audit:

As per the Central Government Order No. 52/ '5/CAB/ 91 (CLB) dated 23/02/93, Cost Audit has to be done on a regular basis by a qualified Cost Accountant from 1992-93 onwards and the same is to be submitted to Central Govt, every year. The Company has complied with all the provisions of the said order regularly. For the year 2010-11 Cost Audit Report issued by M/s.Geeyes & Co., Chennai represented by Mr.S.Srinivasan (M 1951) was filed vide SRN No.B21335039 Dt.26.09.2011 with Central Govt, as against the due date of 30.09.2011.

Audit Committee :

An Audit Committee continues o function to comply with provisions of Sec 292(A) of the Companies Act, 1956 and also Clause-49 of Listing Agreement. The Audit Committee was reconstituted on 07.05.2012 with the following members Smt.Venus Bhar.ot, Sri P.Sitaram, Sri P.N.Vedanarayanan and Sri O.D. Reddy as members with Sri M.P.Murti as Chairman of the Audit Committee to give effect to the change in IFCI Nominee Director.

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 Karnataka.

The Directors place or record their appreciation of the sincerity, commitment and contribution made by the Employees at all level' and this was mainly responsible to carry on the business of the Company during the year.

On behalf of the Board of Directors

Sd/-

Place : Kurnool K. KARUNAKAR RAO

Date : 29.08.2012 Executive Director & CEO


Mar 31, 2011

Dear Members,

The Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31sst March, 2011.

Operations :

The turnover for the year under review was Rs. 76212 lakhs as compared to Rs. 63008 lakhs in the previous year. The increase in overall turnover is attributed to better performance of Caustic, Castor Oil, Fatty Acid divisions.

Division / Segment Wise Operations :

The Caustic plant has produced 111516 MT of Caustic Soda as against 99452 MT for the previous year. As against net sales of Rs. 21175 lacs for previous year, the current year sales comes to Rs. 24924 lacs representing an increase of 18 %.

The Potassium plant has produced 12111 MT of Potassium Hydroxide as against 9041 MT for the previous year. As against net sales of Rs. 6178 lacs for previous year, the current sales comes to Rs. 6189 lacs representing marginal increase of 0.17 %.

The Castor oil plant yielded 13190 MT of oil processing as against 10231 MT for the previous year. As against net sales' of Rs: 6773 lacs for the previous year, the current year sales stood at Rs. 12303 lacs representing an increase of 82 %.

The Fatty acid plant has processed 25277 MT for the current year as against 23275 MT for the previous year. The net sales of this division has increased from Rs. 11929 lacs to Rs. 15973 lacs representing an increase of 34 %.

The Power plant at Bellary has billed 1821 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1828 lacs KWH for the previous year.

As against sales to KPTCL (including deemed generation billing) of Rs. 12386 lacs for the previous year, the current year sales comes to Rs. 10375 lacs showing decrease of 16%.

OUTLOOK FOR THE CURRENT YEAR :

Segmentwise discussion is furnished in Management Discussion and Analysis annexed to this report in page No. 16 as "Annexure - E".

FINANCIAL RESULTS -.

YEAR ENDED

31.03.2011 31.03.2010 (Rs.in lakhs) (Rs.in lakhs)

Sales-Gross 76211.86 63008.29

Other Income 993.97 3389.67

Profit on sale of Fixed Assets/

Investments - 1.78

Increase (Decrease) in Stocks 338.61 188.64

Total Income 77544.44 66588.38

Profit before Interest & 9547.81 9674.03 Depreciation

Less: Interest 3340.89 3418.85

Profit before Depreciation 6206.92 6255.18

Less: Depreciation 3448.56 3272.28

Profit (Loss) before Extraordinary

items and Taxation 2758.36 2982.90

Less: Expenses/Income relating to

Earlier Years (Net) 40.13 21.51

Profit/Loss Before Taxation 2718.23 2961.39

Less: Provision for Taxation (MAT)

- for Current Year 542.00 504.00

-for Earlier Year 55.08 17.29

- for Deferred Tax Liability 756.22 1039.17

Profit/Loss After Taxation 1364.93 1400.93

Add: Balance Carried from

Previous year 2861.26 2460.33

Profit available for Appropriation 4226.19 3861.26

Less: Transfer to General Reserve 500.00 500.00

Less: Transfer to Debenture

Redemption reserve 1000.00 500.00

Surplus carried to Balance Sheet 2726.19 2861.26

Profit for the Current year at Rs. 1364.93 Lakhs shows a marginal decrease of 2.5 % compared to previous year Profit of Rs. 1400.93 Lakhs. Stiff market and recessionary conditions are the main reasons for over all decrease in performance.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2010-11.

Capital Expenditure :

During the year the Company has incurred an amount of Rs. 8287 lacs on Capital Expenditure which is mainly towards Electrolysers, Boiler, Turbine, Chloromethanes Project and other normal expenditure. The funds required for the above is met from Promoters / Term loan and other internal accruals.

Safety And Environment Protection :

Your management firmly believes the objective of company's growth by giving due importance to Safety and pollution free Environment as a matter of corporate responsibility which will pay dividends in the long run. Every effort is being made to ensure safety in all activities of the company by entrusting the safety of company in the hands of two experienced General Managers of proven track record and the steps taken by the management to develop green environs around the factory has given desired results. Towards achieving the Company's motto of continuous SAFETY FOR MEN, MACHINE AND MATERIALS the Company has implemented QUESH (Quality, Environment, Safety and Health Policy) policy. Apart from clean and green programmes undertaken both inside and outside the Factory, the Company is in the process of developing Green belt area to protect environment.

Listing Fees :

The Company has paid Listing Fee to Bombay Stock Exchange vide its letter dtd. 19.04.2011.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2011.

Directors :

Sri P.N.Vedanarayanan and Sri G.Krishna Murthy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment offers themselves to be reelected as Directors. Sri T.G.Venkatesh has resigned as Chairman as well as Managing Director of the Company from 01-12-2010. The Board has taken on record its appreciation for the remarkable contribution made by Sri T.G.Venkatesh during his tenure on the Board and Company.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Particulars Of Employees :

Except Sri T.G.Venkatesh, CMD (From 20.09.10 to 30.11.10), there were no employee of the Company drawing monthly remuneration of Rs.5,00,000/- or more. Particulars of employees as required under section 217(2A) of the ¦ Companies Act, 1956 are given as "Annexure AE ".

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required, to be disclosed under Section 217(2)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause 49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 to the Listing Agreements with the Stock Exchanges, are complied with.

Corporate Governance - Clause 49 of Listing Agreement:

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The "Annexure C and D" are attached to this report.

Changes in CEO and CFO declaration :

Sri K.Karunakar Rao, Executive Director has been redesignated as Executive Director & CEO (Chief Executive Director) by the Board in its meeting dt.08.01.11 and Sri M.V.Kumara Swamy has been appointed as CFO (Chief Financial Officer) on the recommendation of Audit Committee by the Board in its meeting dt.08.01.11 to ensure continuous compliance of Clause-49 of Listing Agreement.

Further to comply with Clause 49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

IWs.Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s.Brahmayya & Co., are- being proposed for reappointment as Auditors to hold office for the current year 2011-12.

Cost Audit:

M/s. Geeyes & Co, A-3, III floor, 56, 7th Avenue, Ashok Nagar, Chennai - 600 083 has been reappointed as cost auditor of the company for the year 2010-11 by the Board in its meeting held on 28.01.10 upon the recommendation of Audit Committee to comply specific order of the Central Govt. (Cost Audit branch of Ministry of Corporate Affairs), with respect to Caustic Soda / Caustic Potash. As against the due date of 30.09.10 the Cost Audit Report has been filed on 24-09-2010 vide SRN No. A94680550 with MCA portal by the Cost Auditor / Company. The Company has complied with all the provisions of the said order regularly.

Audit Committee :

An Audit Committee continues to function to comply with provisions of Sec 292(A) of the Companies Act, 1956 and also Clause 49 of Listing Agreement. The Audit Committee comprises of Sri S.K.Ganguli, Sri P.Sitaram and Sri P.N.Vedanarayanan as members with Sri M.P.Murti as Chairman of the Audit Committee.

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 Karnataka.

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/- K.KARUNAKAR RAO Executive Director & CEO

Place : Hyderabad Date : 02.05.2011


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2010.

Operations :

The turnover for the year under review was Rs. 63008 lakhs as compared to Rs. 75196 lakhs in the previous year. The unprecedented floods which occurred during the year impacted the operations resulting in production losses. Price realizations were also lower reflecting the general economic conditions.

Division / Segment Wise Operations :

The Caustic unit has produced 99452 MT of Caustic Soda as against 110223 M.T. for the previous year. As against net sales of Rs. 25848 lacs for previous year, the. current year sales comes to Rs. 21175 lacs representing a decrease of 18 %.

The Potassium plant has produced 9041 MT of Potassium Hydroxide as against 15023 MT for the previous year. As against net sales of Rs. 12607 lacs for previous year, the current sales comes to Rs. 6178 lacs representing a decrease of 51 %.

The Castor oil plant yielded 10231 MT of oil processing as against 8036 MT for the previous year. As against net sales of Rs. 6090 lacs for the previous year, the current year sales stood at Rs. 6773 lacs representing an increase of 11 %.

The Fatty acid plant has processed 23275 MT for the current year as against 21935 MT for the previous year. The net sales of this division has decreased from Rs. 12451 lacs to Rs. 11929 lacs representing a decrease of 4 %.

The Power plant at Bellary has billed 1828 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1813 lacs KWH for the previous year.

As against sales to KPTCL (including deemed generation billing) of Rs. 11016 lacs for the previous year, the current year sales comes to Rs. 12386 lacs showing an increase of 12%.

Outlook For The Current Year :

Segmentwise discussion is furnished in Management Discussion and Analysis annexed to this report in Page No. 19 as "ANNEXURE - E".

Financial Results : YEAR ENDED

31,03.2010 31.03.2009 (Rs.ln lakhs) (Rs.in lakhs)

Sales-Gross 63008.29 75195.63

Other Income 3389.67 1170.22

Profit on sale of Fixed

Assets/Investments 1,78 -

Increase (Decrease)in Stocks 188.64 224.67

Total Income . 66588.38 76590.52

Profit before interest &

Depreciation 9674.03 11908.61

Less: Interest 3418.85 3414.59

Profit before Depreciation 6255.18 8494.02

Less: Depreciation 3272.28 3257.28 Profrt(Loss) before Extraordinary

items andTaxation 2982.90 5236.74

Expenses/Income relating to Earlier Years (Net) 21.51 43.70

Profit/Loss Before Taxation 2961.39 5193.04 Less: ProvisionforTaxation (MAT)

-for Current Year 504.00 589.00

-for Earlier Year 17.29 0.15

- for Fringe benefit Tax - 25.00

-for Deferred Tax Liability 1039.17 1848.32

Profit/Loss After Taxation 1400.93 2730.57 Add: Balance Carried from

Previous year 2460.33 1229.76

Profit available for Appropriation 3861.26 3960.33

Less: Transfer to General Reserve 500.00 1000.00

Less: TransfertoDebenture 500.00 500.00 Redemption reserve.

Surplus carried to Balance Sheet 2861.26 2460.33

Profit for the Current year at Rs. 1400.93 Lakhs shows a decrease of 49 % compared to previous year Profit of Rs. 2730.57 Lakhs. Stiff market and recessionary conditions, increase in imports are the main reasons for over all decrease in performance.

Floods :

Members are aware that flood havoc in October, 2009 in Kumool and Mahabubnagar Districts of Andhra Pradesh from river Tungabhadra and at Bellary District of Kamataka. The intensity of floods was such that this extent of flood was not witnessed during the past 400 years. The flood waters have entered into the factory and made havoc due to which part of inventories, machinery etc., were suffered/damaged. The operations of the factory have come to a stand still for about 45 days. Considering the losses, the company has preferred . claims with Insurance Company and Accounted for Rs. 3239.25 lakhs and same is under active consideration by the Insurer.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2009-10. Capital Expenditure :

During the year the Company has incurred an • amount of Rs. 3958 lacs on Capital Expenditure which is mainly towards Flaker, Boiler, Turbine and other normal expenditure. The funds required for the expenditure are met from internal accruals. Safety And Environment Protection : Your management firmly believes the objective of companys growth by giving due importance to Safety and congenial Environment as a matter of corporate responsibility which will pay dividends in the long run. Every effort is being made to ensure safety in all activities of the company and the steps taken by the management to develop green environs around the factory have given desired results. A separate cell has been created and entrusted with the responsibility of ensuring safety with a team of officials working round the clock with the motto of "ANY TIME SAFETY TIME". Apart from clean and green programmes undertaken both inside and outside the Factory, the Company is in the process of developing Green belt area to protect environment.

Listing Fees :

The Company has paid Listing Fee to Bombay Stock Exchange vide its letter dtd.19.04.2010. Insurance :

Assets of the Company are adequately insured. Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2010.

Directors :

Sri M.P.Murti and Sri O.D.Reddy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment offers themselves to be reelected as Directors. M/s.lDBI Bank has appointed Sri P.Sitaram as its Nominee on the Board in place of Sri D.S.Prasad vide its letter Ref.No.SS-ICG.53/678/Nom.8 dated 26.03.2009 to be effective from 09.04.09. The Board in its meeting held on 02.05.09 has taken note of the same. The Board further taken on record with appreciation the valuable advises given by Sri D.S.Prasad during his tenure on the Board.

Industrial Relations :

Your Companys Industrial Relations continue to be harmonious and cordial. Particulars Of Employees :

Except Sri T.G.Venkatesh, CMD, there were no employee of the Company drawing monthly remuneration of Rs.2,00,000/- or more. Particulars of employees as required under section 217(2A) of the Companies Act, 1956 are given as "Annexure -AE ".

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(2)(e)of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as "Annexure - A" to this report. Directors Responsibility Statement : As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors Responsibility Statement is attached as "Annexure - 6". Corporate Governance : Pursuant to clause 49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 to the Listing Agreements with the Stock Exchanges, are complied with by the company.

Corporate Governance - Clause 49 of Listing Agreement :

A separate report on Corporate Governance ("Annexure - C") is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company ("Annexure - D") regarding compliance of the conditions of Corporate Governance as "Annexure C and D" are attached to this report. Further to comply with Clause 49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors Report.

Auditors :

M/s.Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s.Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2010-11.

Cost Audit :

The Cost Audit under Section 233 B is being carried out by M/s. GEEYES & CO., Cost Auditor of the Company. As per the Central Government Order 52/75YCCAB/91(CLB) dated 23/02/93, Cost Audit has to be done oh a regular basis by a qualified Cost Accountant from 1992-93 onwards and the same is submitted to Central Govt, every year. The Company has complied with all the provisions of the said order regularly.

Audit Committee :

An Audit Committee continues to function to comply with provisions of Sec 292(A) of the Companies

Act, 1956 and also Clause 49 of Listing Agreement. The Audit Committee comprises of Sri S.K.Ganguli, Sri P.Sitaram and Sri P.N.Vedanarayanan as members with Sri M.P.Murti as Chairman of the Audit Committee. Audit Committee was reconstituted on 02.05.09 to give effect to the change in IDBI Nominee Director.

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 Karnataka. 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/- Place : Kurnool T.G.VENKATESH Date : 11.05.2010 CHAIRMAN AND MANAGING DIRECTOR

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