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Directors Report of TGV SRAAC Ltd.

Mar 31, 2023

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2023.

1. Operations

The turnover (Gross) for the year under review is Rs.270641Lakhs as compared to Rs.177519 Lakhs in the previous year. The 52% increase is on account of the following changes in respective Division''s performance.

2. Division / Segment Wise Performance

For the current year net sales for Caustic Soda plant is Rs.141332 lakhs whereas for the previous year net sales is Rs.88253 lakhs showing a increase of 60%.

For the current year net sales for Caustic Potash Plant is Rs.38949 lakhs, whereas for the previous year net sales is Rs.24749 lakhs showing an increase of 57%.

For the current year net sales for Chloromethanes Plant is Rs.40294 lakhs, whereas net sales for previous year is Rs.29765 lakhs showing an increase of 35%.

For the current year net sales for Castor Oil Plant is Rs.1505 lakhs, whereas for the previous year net sales is Rs.1533 lakhs showing an decrease of 2%.

4For the current year net sales for Fatty acid plant is Rs.9543 lakhs, whereas for the previous year net sales is Rs.7039 lakhs showing an increase of 36%.

There are no commercial operations at Bellary Power Plant due to expiry of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other viable options including its sale or relocation of the Plant.

The Wind Farm at Ramgiri has generated 6.35 Lakh/KWH power in the current year as against previous year generation of 4.39 Lakh/KWH. The decrease in power generation is due to weather conditions and wind velocity. The power generated is wheeled through State Grid to the Company for captive use.

3. Outlook for the Current Year

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

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars

31.03.2023

31.03.2022

Profit before Finance Costs & depreciation

54337.53

30807.70

Less: Finance Cost

2760.89

3009.98

Profit before Depreciation

51576.64

27797.72

Less: Depreciation

7362.42

6862.36

Profit (Loss) before Exceptional items and Tax

44214.22

20935.36

Less: Exceptional items

-

-

Profit/Loss Before Tax

44214.22

20935.36

Tax Expense:

Less: - Current Tax

10608.81

3591.94

- Deferred Tax

(2747.82)

3885.24

- Earlier years Income Tax

146.72

5.47

Profit for the period from continuing operations

36206.51

13452.71

Less: Loss from discontinuing operations

58.86

54.77

Tax expenses of discontinuing operations

14.81

19.14

Profit/loss from discontinuing operations (After tax)

44.05

35.63

Profit for the period

36162.46

13417.08

Add: Balance Carried from Previous year

21536.10

13287.71

Profit available for Appropriation

57698.56

26704.79

Less: Transfer to General Reserve

(10000.00)

(5000.00)

Less: Transfer from reserves to Other Comprehensive Income

6.29

(168.69)

Surplus carried forward to next year

47704.84

21536.10

Profit before tax for the current year Rs.44214.22 lakhs as against previous year Profit before tax of Rs.20935.36 lakhs. For the Current year Profit after tax is Rs.36206.51 lakhs as against Profit after tax for the previous year of Rs.13452.71 lakhs. The increase in profit is attributable to good demand and better realisation for company main products.

4. Capital Expenditure

During the year the Company has incurred capitalised expenditure of Rs.212.98 Cr (mainly towards Modernisation, Chloromethanes Expansion Project and Solar Power project). Further, Capital Work-in- progress at the year end comes to Rs.11.12 Cr. (mostly relating to Solar Power and others).

5. Prepayment of Loans

Considering the overall good performance and favourable liquidity position, during the year the company has prepaid its loans to Banks aggregating to Rs. 71.22 Crores.

Meeting (AGM). The total cash flow on account of dividend on equity shares for the financial year 2022-23 would aggregate to Rs. 10,70,89,800/-. The dividend will be paid to members whose names appear in the Register of Members as on the cut-off / record date 22.09.2023. The dividend payment date is 24.10.2023 (Tuesday).

Further, in view of changes made under Income Tax Act 1960, by the Finance Act 2020, dividend paid or distributed by the company shall be taxable in the hands of the members/shareholders receiving dividend. The company shall accordingly, make the payment of the final dividend after deduction of tax (TDS) at source at applicable rates.

7. Company joins Top 1000 list on BSE for the first time

Company achieved 966th rank with respect to capitalization as on 31.03.2023. Your management feels great for this achievement. All required steps have been taken to comply with additional compliance provisions enunciated in SEBI (LODR) 2015 regulations. The management acknowledges alround performance and support of all stakeholders have made it a reality.

8. Business Responsibility and Sustainability Report (BRSR)

To comply with Regulation 53 of SEBI (LODR) Regulations, 2015 regulating Business Responsibility and Sustainability Report in the SEBI prescribed format has been attached as “Annexure - L”.

9. Safety and Environment

Utmost importance is always given to environment and safety aspects by the management of the company as they firmly believe that environmental balance and safety of men, material, machinery and its alignment with other segments of society for better and effective results. To ascertain and ensure full proof safety and pollution control, the company is taking all possible preventive and proactive steps with the help of subject experts and outside professional agencies and periodical review of related committees for improvement of procedures enunciated in policies for achievement of desired objectives.

As a result of active steps taken by your company for pollution free environment along with safety consideration in every activity, the company has been awarded ISO 9002, 14001 Certification by renowned Institution DNV. It implies that the company is adhering to standard procedures to ensure pollution control, environment balance and implementation of safety related aspects.

Senior level management officer with exposure and experience in these aspects is entrusted with the responsibility to ensure “ALL TIME SAFETY” and preservation of environmental ecology. To ensure safety related aspects awareness among all related stakeholders, and equip the staff with innovative and new technologies and equipment, regular mock drills and exercises were conducted and concerned technical committees hold regular meetings regularly to review and ensure full proof execution of plans and procedures for better results in these matters. Further, the company is complying with all statutory and non-statutory provisions relating to environmental balance, pollution control and safety. Towards this objective the company is taking all necessary steps to develop greenery around factory.

10. Dividend Distribution Policy

The Board in its meeting held on 29.05.2023 has approved the following Dividend Distribution Policy to comply with Reg. 43 A of SEBI (LODR) Regulations, 2015. The Policy has been posted on Company website and the same can be viewed at https://www.tgvgroup.com/download/ sraac/7-Dividend-Distribution-Policy-new-file.pdf

11. Listing Fees

The Company has paid Listing Fee for the year 2023-24 to Bombay Stock Exchange vide our letter dated 21.04.2023.

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.03.2023.

14. Directors and Key Managerial Personnel (KMP)

The Company is not having regular Chairman. The Board of Directors present at each meeting will elect one among them as Chairman of that particular meeting until regular Chairman was appointed to comply with statutory provisions of the Companies Act, 2013 read with Articles of Association of the Company.

The Board in its meeting held on 11.11.2021 has appointed Ms M. Sridevi, as Independent Director and Ms S. Hima Bindu was appointed as Independent Director by the Board in its meeting held on 02.03.2022 for a Term of 3 years subject to Shareholders approval to fill the vacancies.

Members of the company have accorded their approval by way of Special Resolution in the 40th Annual General Meeting held on 15.09.2022 for the appointment of (1) Ms M. Sridevi (2) Ms S. Hima Bindu as Additional Director for a period of three (3) years effective from 11.11.2021 and 02.03.2022 respectively. This is in addition to members approval by way of Ordinary Resolution through Postal Ballot dt.09.04.2022 to comply with SEBI (LOdR) Regulations, 2015 and relevant provision of Companies Act, 2013. The Board in its meeting held on 10.08.2022 has appointed Ms Geeta Ramesh Serwani as Independent Director subject to members approval for a term of 3 years.

Further, members have approved the appointment of Ms Geeta Ramesh Serwani as Independent Director by way of Special Resolution in the 40th Annual General Meeting held on 15.09.2022 for a period of three (3) years effective from 10.08.2022 to comply with statutory provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Sri PN. Vedanarayanan has completed second and final term as Independent Director on 25.09.2022.

Appropriate Special Resolutions were placed in the ensuing 41st Annual General Meeting Notice with respect to (1) Re-appointment of Sri K. Karunakar Rao as Executive Director (Fin. & Comml.,) for a period of three (3) years effective from 11.05.2024 and (2) Re-appointment of Sri N. Jesvanth Reddy as Executive Director (Technical) for a period of three (3) years effective from 11.05.2024.

15. Statement of declaration given by Independent Director under the provisions of Sec. 149 (6)

During the year under review, the company has received declarations from the Independent Directors of the company confirming that they meet the criteria of independence as mentioned in Sec. 14 (6) read with Regulation 16 (1) (b) of SEBI (LODR) 2015 and that there names are included in the data bank as per Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, it is confirmed that during the year, the independent directors of the Company had no pecuniary relationship or transactions with the company other than sitting fees for attending the Board and Committee Meetings.

16. Web-link of Annual Report

Pursuant to Section 92(3) of Companies Act, 2013 the annual report of the company for the financial year 2022-23 has been posed on the website of the company at https://www.tgvgroup.com/ download/sraacl/annual-reports/41-annual-report-2022-23.pdf

17. Change in Nature of Business

During the financial year there is no change in the nature of the business of the company.

18. Industrial Relations

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

19. Energy Conservation Technology Absorption and Foreign Exchange earnings and outgo

Particulars required to be disclosed under Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors'' Report for the year ended 31st March, 2023 is annexed hereto as “Annexure - A” to this report.

20. Directors’ Responsibility Statement

As required by the provisions of Section 134 (3) (C) of the Companies Act, 2013, Directors'' Responsibility Statement is attached as “Annexure - B”.

21. Report on Corporate Governance - Reg.34 (3) read with Schedule-V of SEBI (LODR) Regulations, 2015

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.

22. Management Discussion and Analysis Report

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

23. Statutory Auditors

The term of Statutory Auditors M/s. Brahmayya & Co., Chartered Accountants (Firm Regn. No.000515 S) appointed in 40th Annual General Meeting (AGM) held on 15.09.2022 for a term of 5 (five) years will end on conclusion of Annual General Meeting to be held for the year 2027.

24. Cost Audit

Majority of the products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form CRA-4 in XBRL format with MCA portal for the financial year 2021-22. The cost audit report for the financial year ended 31st March, 2023 is being filed in due course.

Disclosure on maintenance of Cost records

The Company made and maintained the cost records prescribed under Sec.148 of the companies Act, 2013 for the financial year 2022-23.

25. Audit Committee

The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted on 07.11.2022 with the following members namely Sri C. Srinivasa Babu, Ms. M. Sridevi and Ms. Geeta Ramesh Serwani as members with Ms S. Hima Bindu as Chairperson of the Audit Committee.

26. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

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

27. Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and company’s opportunities in future

There was no significant and material order passed by the Regulator or Court or Tribunal impacting the going concern status and company''s opportunities in future.

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

Eventhough the Provisions of Risk Management are applicable to the company from 01.04.2023 (company attained 966 rank with respect to market capitalization on 31.03.2023), as a matter of good corporate governance and its importance, the company is adhering to the provisions enunciated in SEBI (LODR) Regulations, 2015 in this regard well before the applicability of the said provisions. The Risk Management Committee was Reconstituted latest on 07.11.2022 with Sri K. Karunakar Rao, Executive Director (F&C) as Chairman and a) Ms. S. Hima Bindu, Director b) Sri N. Jesvanth Reddy, Executive Director (Technical) c) Sri C. Srinivasa Babu, Executive Director (Technical) d) Sri P Raghavendra Reddy, Vice President (Q&A) and e) Sri C. Rajesh Khanna, CFO as Members to oversee the progress and implementation of stipulated procedure and policies for achieving the objectives. The Committee will be making periodically every year to review the activities and to suggest any modifications in policies and procedures that may be required.

29. Details of Policy Development and implementation by the company on its Corporate Social Responsibility (CSR) Policy.

The required particulars are furnished to comply with Rule 10 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format as “Annexure - H”.

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

During the year the company has not made any investment in share, given loan and guarantee to any entity.

31. Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee (omnibus approval) and Board. Further details to be furnished in Form AOC-2 has been given as “Annexure - F” to this report to comply with statutory provisions of Sec. 188.

32. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit respectively, have not made any adverse comments on the activities of the Company for the financial year 2022-23.

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

During the year Nomination and Remuneration Committee was Reconstituted on 07.11.2022 with Ms Geeta Ramesh Serwani as Chairperson and Ms. M. Sridevi, Ms S. Hima Bindu as Members to comply with provisions of SEBI (LODR) Regulations, 2015. The committee will meet

periodically and also as and when required to recommend to the Board regarding Appointment / Re-appointment and Fixation of Remuneration to Whole-time / Executive / Non-Executive Directors to comply with Statutory Provisions. Further, to meet the future requirements of the company, it ensures maintenance of relevant data bank and deal with related matters in its meetings. The committee will also review the policy and procedures and its modification to suit changing provisions as and when required.

34. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organization''s process of designing and implementing a system of internal control. Our IFC process, facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds.

To ensure effective Internal Financial Controls, Company has laid down the following measures.

• Company has defined and documented the Standard Operating Procedures (SOPs) and Delegation of Authority (DOA) which forms the basis for compliance to laid down procedures. The SOPs and DOA are refreshed on a periodic basis.

35. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board in its meeting held on 19.05.2022 has re-appointed Sri N. Ramaswamy, Practicing Company Secretaries as Secretarial Auditor for the year 2022-23. Secretarial Audit Report for the year ending 31.03.2023 has been Annexed to the Directors'' Report as “Annexure - J” to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Acts. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. Further, in compliance of Regulation 34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR) Regulations, 2015 certificate on “non-disqualification of Directors” issued by the Secretarial Auditor is enclosed as “Annexure - K” to this report.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Govt., under Sec. 118 (10) of the Act.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ending 31st March, 2023 on compliance of all applicable SEBi Regulations and other guidelines issued thereunder, was obtained from Sri N. Ramaswamy, Secretarial Auditor and submitted to BSE Limited within statutory time limit.

36. Annual Return in Form MGT-9 format

A copy of the Annual Return of the Company containing the particulars prescribed u/s. 92 of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year i.e.

31st March, 2023 is furnished in “Annexure - G” and forms part of this report. The same is uploaded on the website of the company in the Investor Relations Section under Disclosures and can be accessed from https://www.tgvgroup.com/download/sraacl/Annual%41Return%202022-23.pdf

37. Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies as on 31.03.2023.

38. 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 SEBI (LODR) Regulations, 2015. Further, Sri N. Ramaswamy, Practicing Company Secretary has issued appropriate certificate regarding non-applicability of the provisions of Directors disqualification to comply with the provisions of SEBI (LODR) Regulations, 2015.

39. Evaluation

Evaluation of committees, directors has been carried out by the Board in a transparent manner. The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairperson of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and non-Executive Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors.

To equip the independent and non-executive directors to familiarize with company operation, directors familiarization programmes were undertaken before the Board meetings at regular intervals.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors. In this way mutual evaluation of directors has been carried mutually in transparent manner.

40. 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.

41. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015 includes an Ethics and Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company''s website at the link: https://www.tgvgroup.com/download/sraac/4-Vigil-Mechanism-Policv-new-file.pdf

42. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules) 2016, (‘the Rules''), all unpaid and unclaimed dividends/amounts are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years.

The following table provides list of years for which unclaimed dividends/redemption amount would become eligible to be transferred to the IEPF on the dates mentioned below.

CRPS Dividend :

Financial

Year

CRPS Dividend Declared (%)

Date of declaration of Dividend on CRPS

Last date for claiming unpaid dividend/ amount

Unclaimed Dividend / Amount) as on 31.03.2023(Rs.)

Due date for transfer to IEPF Account

01.04.2002 to 31.03.2016 (14 years)

@ 0.01 per year

27.09.2016

03.11.2023

33,294.00

03.11.2023

Fractional Shares Entitlement

Financial

Year

Fractional

Shares

entitlement

Date of payment/ declaration

Last date for claiming unpaid amount

Unclaimed Amount (Rs.) as on 31.03.2022

Due date for transfer to IEPF Account

2016-17

Rs. 39/-per share

27.01.2017

04.03.2024

23,907.00

04.03.2024

CRPS Dividend (2016-17 & 2017-18) CRPS Redemption amounts :

Financial

Year

Redemption

Installments

Date of payment/ declaration

Last date for claiming unpaid amount

Unclaimed Amount as on 31.03.2023 (Rs.)

Due date for transfer to IEPF Account

RI - First (*)

01.04.2018

08.06.2025

31,45,282.50

07.05.2025

2018-19

NRI - Single (*) RI - Second including Dividend

01.04.2018

08.06.2025

4,19,690.00

07.05.2025

(2 years) (*)

01.07.2018

08.08.2025

31,84,511.43

06.08.2025

RI - Third (*)

01.10.2018

08.12.2025

31,91,512.50

06.11.2025

RI - Fourth (*)

01.01.2019

10.03.2026

33,35,562.50

06.02.2026

(*) RI means Resident Indian (*) NRI means Non-Resident Indian

43. 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.


Mar 31, 2018

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, 2018.

Change in the name of the Company

In pursuance to shareholder’s approval in the Annual General meeting (AGM) dt.27.09.2017 and on completion of all required formalities MCA vide letter dt.14.10.2017 and BSE Limited vide its letter Ref.No.20171107-11 dt.07.11.2017 given their approval to change the name of the company from “SREE RAYALASEEMA ALKALIES AND ALLIED CHEMICALS LIMITED” to “TGV SRAAC LIMITED (CIN:L24110AP1981PLC003077).”

Operations

The turnover (Gross) for the year under review is Rs.120950 Lakhs as compared to Rs.98767 Lakhs in the previous year. The 22% increase is on account of the following changes in respective Divisions performance.

Division / Segment Wise Operations

The Caustic unit has produced 171658 MTs of Caustic Soda as against 144675 MTs for the previous year representing an increase of 19%. As against net sales of Rs. 45345 Lakhs for previous year, the current year sales comes to Rs. 66063 Lakhs representing an increase of 46%.

For the current year the Potassium plant has produced 13573 MTs of Potassium Hydroxide as against 15273 MTs for the previous year representing a decrease of 11%. As against net sales of Rs. 9868 Lakhs for previous year, the current sales comes to Rs. 8160 Lakhs representing decrease of 17%. The product mix of Caustic Soda and Caustic Potash is depended upon marketing requirements of the two products.

Chloromethanes Plant has produced 39620 MT of Chloromethanes for the current year as against previous year production of 28840 MT representing an increase of 37%. The current year net sales for Chloromethanes is at Rs. 13976 Lakhs. Previous year net sales are at Rs.8627 lakhs representing an increase of 62%.

The Castor Oil Plant has processed 4763 MTs of oil for the current year as against 7760 MTs processed for the previous year representing a decrease of 39%. As against net sales of Rs. 7187 lakhs for the previous year, the current year sales stood at Rs. 5186 Lakhs representing decrease of 38%. The difference is mainly attributed to the rapid fluctuations in raw materials and finished product prices.

The Fatty acid plant has processed 14672 MTs for the current year as against 21874 MTs for the previous year representing decrease of 33%. The net sales of this division has decreased from Rs.15585 Lakhs to Rs.10741 Lakhs representing a decrease of 31%. The difference is mainly attributed to the rapid fluctuations in raw materials and finished product prices.

There are no commercial operations at Bellary Power Plant due to expiry of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other viable options including its sale or relocation of the Plant.

The Wind Farm at Ramagiri has generated 26.61 Lakh/KWH power in the current year as against previous year generated of 28.01 Lakh/KWH representing a marginal decrease of 5% 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 - C”.

FINANCIAL RESULTS

(Rs. In lakhs)

31.03.2018

31.03.2017

Profit before Finance Costs & depreciation

20180.65

13899.20

Less: Finance Cost

5175.94

5273.88

Profit before Depreciation

1500471

8625.32

Less: Depreciation

765554

4659.91

Profit (Loss) before Exceptional items and Tax

7349.17

3965.41

Less: Exceptional items

Profit/Loss Before Tax

7349.17

3965.41

Tax Expense:

Less: - Current Tax

1188.52

860.19

- Deferred Tax

1130.08

91229

Profit for the period from

continuing operations

5030.57

2192.93

Less : Loss from discontinued operations

2069.45

535.19

Profit for the period

2961.12

1657.74

Add: Balance Carried from Previous year

3673.94

3516.20

Profit available for Appropriation

6635.06

5173.94

Less: Transfer to General Reserve

1500.00

1500.00

Less : Transfer from OCI

40.64

Surplus carried to Balance Sheet

5094.42

3673.94

Profit after tax for the Current year is Rs. 5030.57 Lakhs where as previous year Profit before tax is Rs. 3965.41 Lakhs. The increase in profit is mainly on account of better performance of the company.

Dividend

In pursuance to the Court Order dt.11.11.2004 the Board in its meeting held on 06-06-2018 has given approval for declaration and payment of two years outstanding dividend on Cumulative Redeemable Preference Shares (CRPS) @ 0.01% per year for two years (2016-17 & 2017-18) and appropriate resolution placed in the notice of AGM for ratification by members.

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

Capital Expenditure

During the year the Company has incurred an amount of Rs.67.14 Crs on Capital Expenditure which is mainly towards normal capital expenditure. The funds required for the above is met from Banks and internal accruals.

The Company has expended its caustic soda capacity by 1,02,200 TPA and after such addition the present capacity stands at 2,59,150 TPA. The capacity increase has been declared during Sept’ 2018.

Safety and Environment Protection

Your Company believes that pollution free environment is the fundamental right for all. All necessary steps being taken to ensure top most priority to ensure Pollution Free Environment in the vicinity of the factory where manufacturing activities of the Company taken place. The greenery around the Factory is the real testimony for company’s efforts towards this end. As for as safety is concerned the Company is complying all relevant statutory requirements. The safety department was headed by a Senior most officer who was abley supported by dedicated staff who ensures round the clock safety. Mock drills, training of employees are some of the important routines taken up by the safety department to ensure preparedness of the Company to take any eventuality.

Listing Fees

The Company has paid Listing Fee for the year 2018-19 to Bombay Stock Exchange vide its letter dated 27.04.2018.

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 31.3.2018.

Directors and Key Managerial Personnel

Sri Gopal Krishan (DIN : 05342348) and Smt V. Surekha (DIN : 06953161) are retiring by rotation at the ensuing Annual General Meeting (AGM) being eligible for re-election, they have given their consent for re-election. Appropriate resolution is being placed in the notice of Annual General Meeting for members approval.

Sri Gopal Krishan has been re-appointed as Executive Director (Technical) by the Board in its meeting held on 13.11.2017 (on consideration of recommendation of Nomination and Remuneration Committee Meeting dt.13.11.17) for a period of one year to be effective from 07.11.2017 subject to members ratification at the ensuing AGM. Appropriate resolution is placed in the notice of AGM for members ratification is placed.

Sri K. Karunakar Rao has been re-appointed as Executive Director (Finance & Commercial) by the Board in its meeting held on 05.05.2018 (on consideration of recommendation of Nomination and Remuneration Committee Meeting dt.05.05.18) for a period of two years to be effective from 11.05.2018 subject to members approval at the ensuing AGM. Appropriate resolution placed in the notice of AGM for members ratification is placed.

Sri N. Jesvanth Reddy has been re-appointed as Executive Director (Technical) by the Board in its meeting held on 05.05.2018 (on consideration of recommendation of Nomination and Remuneration Committee Meeting dt.05.05.18) for a period of two years to be effective from 11.05.2018 subject to members approval at the ensuing AGM. Appropriate resolution placed in the notice of AGM for members ratification is placed.

The Board in its meeting held on 13.07.2018 [on consideration of Nomination and Remuneration Committee Meeting dt.13.07.2018 and appropriate nomination by one of the shareholder (member)] has recommended the proposal for re-appointment of Sri J. Nagabhushanam as INDEPENDENT DIRECTOR for a second term of 3 years for members approval. Appropriate resolution is placed in the notice of AGM for members approval.

The Board in its meeting held on 13.07.2018 [on consideration of Nomination and Remuneration Committee Meeting dt.13.07.2018 and appropriate nomination by one of the shareholder (member)] has recommended the proposal for re-appointment of Dr M. Asha Reddy as INDEPENDENT DIRECTOR for a second term of 3 years for members approval. Appropriate resolution is placed in the notice of AGM for members approval.

M/s. IDBI Bank Ltd., vide the letter Ref. No. IDBI/GHY/263 dt. 08-10-2018 has intimated the company regarding withdrawal of their Nominee Director Sri Subhasish Roy from the Board of the Company to be effective from 15-10-2018, the Board in its meeting held on 27-10-2018 has taken on record its appreciation for the contribution made by the Director.

Industrial Relations

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

Directors’ Responsibility Statement

As required by the provisions of Section 134 of the Companies Act, 2013, Directors’ Responsibility Statement is attached as “Annexure - AA”.

Corporate Governance - Reg.27 (2) of SEBI (LODR) Regulations, 2015

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

Management Discussion and Analysis Report

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

Auditors

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a term of 5 years upon the recommendation of Audit Committee in its meeting held on 23.08.2017 by the Board in its meeting held on 23.08.2017. In the AGM held on 27.09.2017 members have ratified the same. Pursuant to recent amendment vide MCA Notification dt. 07.05.2018 to Sec. 143 of Companies Act, 2013 members ratification at every AGM is discontinued/not required.

Applicability of IND AS

MCA notification regarding applicability of Indian Accounting Standards (IND AS) read with Companies (IND AS) Rules 2015, IND AS are applicable to your company from 01.07.2017 as the company falls under the Phase II of MCA Notification dtd.16.02.2018. Accordingly financial statements and related annexures thereto have been prepared in compliance of IND AS.

Redemption of Cumulative Redeemable Preference Shares (CRPS)

In pursuance to the Hon’ble High Court of A.P Order dt.11.11.2004 and Board approval dt.12.01.2018 and 06.06.2018 the process of redemption of CRPS in four quarterly installments @ Rs.2.50 per CRPS starting from 01.04.2018 has been initiated. The Second Redemption Installment was paid on 01.07.18. In view of compliance with statutory formalities NRI-CRPS were redeemed on 01.04.18 in single installment. Your company has taken all necessary steps to honour Third and Fourth Redemption Installment of CRPS on due dates.

Listing approval from BSE Limited for Third Tranche Warrants converted into Equity

After completion of required formalities, BSE Limited vide their letter Ref.No. DCS/PREF/ST/PRE/2080/2017-18 dt.25.07.2017 has given Listing Approval for listing of 45,90,805 Equity Shares (which were allotted on 08.07.2017) on conversion of convertible share warrants into equity in the ratio 1:1 with a face value of Rs.10/- each at a premium of Rs.7.02 per Share). These shares are subject to lock-in provision upto 29-09-2020.

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 No.G58881939 dt.28.10.2017 with MCA portal for the financial year 2016-17.

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 27.10.2018 with the following members namely 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 will be affected to the financial position of the company according to the date of financial year and the date of its Report.

Financials for the period April 2018 to September 2018.

In the Board meeting held on 27-10-2018 un-audited financial result for the second quarter / half year ending 30-09-2018 has been declared and the same were intimated to BSE and placed on Company website. For the period of Six months the Company achieved a turnover the Rs.600.89 Cr and operating profit of Rs.66.27 Cr as against Rs.496.68 Cr and Rs.42.33 Cr for the previous half year ending showing sastifactory performance. Your Directors are confident of same trend in future.

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

Appropriate Committee with well qualified Senior Executives having exposure in various fields of risks related matters has been formed to assist Executive Director and CEO in (a) Overseeing and approving the Company’s enterprise wide risk management framework, and (b) Overseeing that all the risks that the organisation 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 Executive Director and CEO, monitors and reports on the principal risks and uncertainties that can impact the company and its ability to achieve 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.

Several improvements are effected to integrate 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.

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

The Company is indulging in CSR activities right from inception of the company as it recognizes the importance for the sustained growth of the company depends to a large extent on society development. This is main motto of the company. Appropriate steps are taken by the company to integrate CSR activities for the development of areas surrounding the Company in particulars and other areas in general. Since its inception, CSR Policy has been drafted by a Team of Senior Executives of the Company and the same was re-approved by the Board in its meeting held on 26.05.2014. For the financial year ending 31.03.2018, the Company has to spend Rs.67.37 lakhs as against this the Company has spent Rs. 68.83 lakhs. The CSR activities of the company are continuous and never ending 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. During the year there is no change in the constitution of the CSR Committee. The members of the Committee are (1) Sri G. Krishna Murthy, Chairman (2) Sri K. Karunakar Rao, Member and (3) Sri Gopal Krishan, Member.

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, Indian Accounting Standard and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee and Board. Further details to be furnished in Form AOC-2 has been given as “Annexure-E” to this report to comply with statutory provisions of Sec.188.

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 2017-18.

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

The Nomination and Remuneration Committee has been reconstituted by the Board in its meeting held on 29.01.2016 to ensure the appointment of persons having wide exposure in the fields which are useful to the companies growth having independence as defined in the Companies Act to be available for appointment as Director. The Committee always keeps a list of eminent personalities having independence and qualification available for Company’s requirement depending upon vacancy on the Board. As regards remuneration payable to whole-time Directors, the Board will take collective decision within the parameters of various statutes including Companies Act, 2013 and 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 12.01.2018 has appointed Sri N. Ramaswamy as Secretarial Auditor for the year 201718. Secretarial Audit Report for the year ending 31.03.2018 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 and Joint Ventures. The details of Associate Company M/s. NCS Sugars Limited given in “Annexure-D”.

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 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 include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors’ obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the 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 SEBI (LODR) Regulations, 2018 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.

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.

Investor Protection and Education Fund (IEPF) :

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules) 2016, (‘the Rules’), all unpaid and unclaimed dividends/amounts are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years.

The following table provides list of years for which unclaimed dividends/amount would become eligible to be transferred to the IEPF on the dates mentioned below :

On behalf of the Board of Directors

Sd/- Sd/-

CA K. KARUNAKAR RAO N. JESVANTH REDDY

Place: Kurnool Executive Director & CEO Executive Director (Technical)

Date : 26th November, 2018 (DIN : 02031367) (DIN: 03074131)


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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