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Tanfac

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0% found this document useful (0 votes)
15 views138 pages

Tanfac

Uploaded by

Ansuman Nayak
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 138

CONTENTS Page No.

Notice 5

Explanatory Statements 17

Management Discussion and Analysis 21

Report on Corporate Governance 28

Board’s Report 43

Independent Auditor’s Report 73

Financial Statements 84
FINANCIAL HIGHLIGHTS

REVENUE (` in Crores) NET PROFIT (` in Crores)

5 years CAGR 52%

221.7
36.0

165.4 164.8
147.9
138.7

17.0 17.5

9.7

3.3

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

EBIDTA (` in Crores) EBIDTA MARGIN (%)


5 years CAGR 24%

23.8% 23.1%
52.7

16.4%
34.1
12.5%
27.1
10.5%
20.7
14.6

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21
FINANCIAL HIGHLIGHTS

CASH FROM OPERATIONS * (` in Crores) Book Value (` Per Share)


* Net of Finance Cost

5 years CAGR 39% 5 years CAGR 125%

36.7 83.4
34.9

65.4

21.0 48.1

12.0
9.9
12.7

3.3

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

EPS (` Per Share) Market Capitalization* (` in Crores)

* Average for the financial year


5 years CAGR 52% 5 years CAGR 38%

36.1
202.8
184.0

152.4

17.5
17.0 92.3

9.7
50.9

3.3

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21
CORPORATE INFORMATION

DIRECTORS Mrs. R. Lilly, IAS., Chairperson


(from 13th August 2021)
Mr R. Karthikeyan
Mr Kalyan Ram Madabhushi
Mr V.T. Moorthy
Mr M.R. Sivaraman, IAS [Retd.]
Dr. Shankar Narasimhan
Mrs R. Rajalakshmi
Mr.K.Sendhil Naathan, Managing Director

MANAGING DIRECTOR Mr K. Sendhil Naathan

CHIEF FINANCIAL OFFICER (CFO) Mr N.R. Ravichandran

COMPANY SECRETARY Mrs Archana .T

AUDITORS Khimji Kunverji & Co LLP


Chartered Accountants
Sunshine Tower, Level 19
Senapathi Bapat Marg,
Elphinstone Road Mumbai - 400 013
Phone No. +91-22-2439 1111

REGISTERED OFFICE AND WORKS Plot No.14 SIPCOT Industrial Complex,


Kudikadu, Cuddalore – 607 005
Cuddalore Dist. TAMIL NADU
Phone No.+91-4142-239001 TO 239005
Fax No. +91-4142-239008
Email: invreln.tanfac@adityabirla.com

CORPORATE OFFICE Oxford Centre, First Floor


No.66 Sir C.P. Ramaswamy Road
Alwarpet Chennai – 600 018
Phone No.+91-44-24990451 / 24990464
Fax No. +91-44-24993583
Email: cfo.tanfac@adityabirla.com
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

TANFAC INDUSTRIES LIMITED


REGD. OFFICE: 14 SIPCOT Industrial Complex CUDDALORE - 607 005, TAMILNADU
CIN: L24117TN1972PLC006271
Website : www.tanfac.com

NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING


NOTICE is hereby given that the 47th Annual retiring Statutory Auditor, to hold office
General Meeting (AGM) of TANFAC INDUSTRIES from the conclusion of this Annual General
LIMITED will be held on Tuesday, the Meeting (47th AGM) until the conclusion
28th September 2021, at 11.30 AM through Video of the 52nd Annual General Meeting of the
Conference (VC) / Other Audio-Visual means Company at such remuneration plus service
(OAVM) to transact the following businesses: tax as applicable and reimbursement of
out-of-pocket expenses in connection with
ORDINARY BUSINESS:
the audit as the Board of Directors may fix
1. To receive, consider and adopt the financial in this behalf.”
statement of the Company for the year ended
31st March, 2021, including the audited SPECIAL BUSINESS:
Balance Sheet as at March 31, 2021, the 4. 
To appoint Cost Auditor and ratify his
Statement of Profit and Loss for the year remuneration and in this regard to consider
ended on that date and the Reports of the and if thought fit, to pass, with or without
Directors and the Auditors thereon. modification(s), the following resolution as
2. To appoint a director in place of Mr. Kalyan an ORDINARY RESOLUTION:
Ram Madabhushi, (DIN: 08116290) who “RESOLVED THAT pursuant to the provisions
retires by rotation and being eligible, offers of Section 148(3) and all other applicable
himself for re-appointment. provisions, if any, of The Companies Act,
3. 
To consider and if thought fit, to pass 2013 read with Rule 14 of The Companies
the following resolution as an Ordinary (Audit and Auditors) Rules, 2014 (including
Resolution: any statutory modification(s) or re-enactment
thereof for the time being in force), the
“RESOLVED THAT pursuant to the provisions
remuneration payable to the Cost Auditor, viz.,
of Section 139 and other applicable
Mr N. Krishna Kumar (Membership No.27885
provisions, if any, of the Companies Act,
and Firm Registration No.100814), appointed
2013 and the Companies (Audit and Auditors)
by the Board of Directors of the Company,
Rules, 2014 (including any statutory
to conduct the audit of the cost records of
modification(s) or re-enactment thereof,
the Company for the financial year ending
for the time being in force), M/s. Singhi
March 31, 2021, amounting to 60,000/-
& Co., Chartered Accountants, Calcutta
(Rupees Sixty Thousand only) in connection
(Firm Registration No.302049E) be and is
with the above said audit, be and is hereby
hereby appointed as the Statutory Auditor
ratified and approved.”
of the Company in place of M/s. Khimji
Kunverji & Co., Chartered Accountants, “RESOLVED FURTHER THAT the Board of
Mumbai (Registration No.: 105146W), the Directors of the Company be and is hereby

5
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

authorized to do all acts and take all such and who holds office upto the date of the
steps as may be necessary, proper or 47th Annual General Meeting and in respect
expedient to give effect to this resolution.” of whom the Company has received notice
in writing from a member under Section 160
5. To approve appointment of Mrs. R.Lilly, IAS
of the Companies Act 2013 proposing his
(DIN:03287345) as Director of the Company
candidature for the office of Director, be
and in this regard, to consider and if thought
and hereby appointed as a Non-Executive
fit, to pass with or without modification,
Non-Independent Director of the Company,
the following resolution as an ORDINARY liable to retire by rotation.”
RESOLUTION :
RESOLVED FURTHER THAT the Board of
“RESOLVED THAT pursuant to the provisions Directors of the Company or any committee
of SEBI (Listing Obligations and Disclosure thereof be and is hereby authorized to do all
Requirements) (Amendment) Regulations, such acts, deeds and things as in its absolute
2018 and applicable provisions, if any, of the discretion it may think necessary, expedient
Companies Act, 2013 and the Rules made or desirable; to settle any question or doubt
thereunder, Mrs. R.Lilly, IAS (DIN: 03287345) that may arise in relation thereto in order
who was appointed as Additional Director of to give effect to the foregoing resolution
the Company by the Board of Directors with and to seek such approval/ consent from
effect from 13th August 2021, in terms of the government departments, as may be
Section 161(1) of the Companies Act, 2013 required in this regard.”

By Order of the Board


For TANFAC INDUSTRIES LIMITED

Place : Cuddalore ARCHANA.T


Date : 13.08.2021 COMPANY SECRETARY

6
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

NOTES: the MCA Circulars through VC / OAVM,


physical attendance of Members has been
1. In view of the continuing restrictions on the
dispensed with. Accordingly, the facility
movement of people at several places in the
for appointment of proxies by the Members
country, due to the outbreak of COVID-19 and
will not be available for the AGM and hence
pursuant to General Circular Nos. 14/2020,
the Proxy Form and Attendance Slip are not
17/2020, 20/2020 and 02/2021 dated
annexed to this Notice.
8th April, 2020, 13th April, 2020, 5th May,
2020 and 13th January, 2021, respectively 4. 
Members attending the AGM through VC /
issued by the Ministry of Corporate Affairs OAVM shall be counted for the purpose of
(“MCA”) (collectively referred to as “MCA reckoning the quorum under Section 103 of
Circulars”) read with Circular Nos. SEBI/HO/ the Act.
CFD/CMD1/CIR/P/2020/79 and SEBI/HO/
5. 
The business set out in the Notice will be
CFD/CMD2/CIR/P/2021/11, dated 12th May,
transacted through electronic voting system
2020 and 15th January, 2021, respectively
and the Company is providing facility for
issued by the Securities and Exchange Board
voting by electronic means. The details of
of India (collectively referred to as “SEBI
e-voting procedure are given under Note
Circulars”) permitted the holding of the
No.19.
Annual General Meeting (“AGM”) through
VC / OAVM, without the physical presence 6. 
A Statement pursuant to Section 102(1)
of the Members. In compliance with the of the Companies Act, 2013, in respect of
provisions of the Act, Listing Regulations, Special Business under item Nos. 4 and 5 to
MCA Circulars and SEBI Circulars, the AGM be transacted at the Meeting is set out in the
of the Company is being held through VC / annexure.
OAVM.
7. Corporate Members intending to send their
In accordance with the Secretarial Standard authorized representatives to attend the
- 2 on General Meetings issued by the Meeting are requested to send a certified true
ICSI read with Clarification / Guidance on copy of Board Resolution duly authorizing
applicability of Secretarial Standards - 1 and their representative to our Registered Office
2 dated 15th April, 2020 issued by the ICSI, to attend and to vote on their behalf at the
the proceedings of the AGM shall be deemed meeting.
to be conducted at the Registered Office
The shareholders can also access the Annual
of the Company i.e. 14, SIPCOT Industrial
Report 2020-21 of the Company circulated
Complex, Kudikadu, Cuddalore 607 005
to the Members and other information about
which shall be the venue of the AGM. Since
the Company on the Company’s website,
the AGM will be held through VC / OAVM,
i.e., on www.tanfac.com and on websites of
the Route Map is not annexed in this Notice.
BSE Limited on which the Company’s shares
2. The Register of Members and Share Transfer are listed viz., www.bseindia.com
Books of the Company will remain closed
8. Members holding their shares with multiple
from Wednesday (22.09.2021) to Tuesday
folios in physical mode in identical names or
(28.09.2021) both days inclusive.
joint holding in the same order of names are
3. 
Pursuant to the provisions of the Act, a requested to send their Share Certificates
Member entitled to attend and vote at the with a request to our Registrar and Transfer
AGM is entitled to appoint a proxy to attend Agent (RTA) viz., M/s. Integrated Enterprises
and vote on his/her behalf and the proxy (India) Limited, Kences Towers, Second
need not be a Member of the Company. Floor, No.1, Ramakrishna Street, Off. North
Since this AGM is being held pursuant to Usman Road, T. Nagar, Chennai – 600 017

7
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

for consolidation. All documents relating the Equity Shares of the Company in respect
to share transfer, transmission, change of of which dividend amounts have not been
address, change of bank account details may paid or claimed by the shareholders for seven
be sent to our above RTA. consecutive years or more are required to
be transferred to demat account of Investor
9. 
Members desirous of obtaining any
Education and Protection Fund Authority
information as regards Accounts and
(IEPF Account).
Operations of the Company are requested to
write at least one week before the meeting so The Company had already sent individual
that the same could be complied in advance. communication to the concerned
10. 
The Company has transferred all unpaid/ shareholders by Registered Post, in this
unclaimed payment of dividend for the regard. The details are also available on
financial years upto 2010-11, to the Investors the company’s website www.tanfac.com.
Education and Protection Fund Account, No claim shall lie against the Company in
established by the Central Government. respect of these shares post their transfer to
Pursuant to the provisions of The Investor IEPF. The shareholders will be able to claim
Education and Protection Fund (Uploading of these shares only from the IEPF Authority by
information regarding unpaid and unclaimed making an online application, the details of
amounts lying with Companies) Rules, 2012, which are available at www.iepf.gov.in. The
the Company has uploaded the details of Company had transferred 3,48,130 shares
unpaid and unclaimed amounts for the years (4,512 shareholders) as per above Rules.
up to 2010-11 on the website of Ministry 14. 
Members holding shares in physical form
of Corporate Affairs and also the Company’s are requested to consider converting their
website www.tanfac.com. holding to dematerialized form as pursuant
11. 
Pursuant to the provisions of the Investor to SEBI norms, with effect from 1st April
Education and Protection Fund (Uploading of 2019, share transfers cannot be effected in
information regarding Unpaid and Unclaimed physical form.
Amounts lying with companies) Rules, 2012, 15. Members holding shares in physical form can
the Company has uploaded the details of avail of the nomination facility by filing Form
unpaid and unclaimed amounts in respect of SH-13 (in duplicate) with the Company’s
dividends for the financial years upto 2010- Registrar and Share Transfer Agents which
11 lying with the Company as on September will be made available on request and in the
25, 2018 (date of Annual General Meeting case of shares held in dematerialized form,
of Financial Year 2017-18) on the website the nomination has to be lodged with their
of the Company (www.tanfac.com), as also Depository Participant.
on the website of the Ministry of Corporate
Affairs. The Company had not declared 16. 
As on 31.03.2021, 96.94% of the
/ paid any dividend since Financial Year Company’s shares have been dematerialized.
2011-12. Members, who have not yet dematerialized
their shares, at their own interest, may
12. Pursuant to the provisions of Section 124(6) please get their shares dematerialized to avail
of the Companies Act, 2013 (“the Act”) and
the benefits of electronic holding/trading.
the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and 17. The Securities and Exchange Board of India
Refund) Rules, 2016 notified by the Ministry (SEBI) has mandated the submission of the
of Corporate Affairs on September 7, 2016 Permanent Account Number (PAN) by every
and subsequently amended vide notification participant in the securities market. Members
dated February 28, 2017 (“the Rules”), all holding the shares in electronic form are,

8
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

therefore, requested to submit their PAN (Management and Administration) Rules,


to the Depository Participant(s), Members 2014 (as amended) and Regulation
holding shares in physical form shall submit 44 of SEBI (Listing Obligations &
their PAN details to the RTA of the Company. Disclosure Requirements) Regulations
2015 (as amended), and MCA Circulars

To support the ‘Green Initiative’, the
dated April 08, 2020, April 13, 2020
Members who have not registered their
and May 05, 2020 the Company is
e-mail addresses are requested to register
providing facility of remote e-voting to
the same with our RTA/Depositories.
its Members in respect of the business
18. 
In compliance with the MCA circulars to be transacted at the AGM. For this
mentioned above and SEBI Circular dated purpose, the Company has entered into
May 12, 2020, Notice of the AGM along with an agreement with Central Depository
the Annual Report 2020-21 is being sent only Services (India) Limited (CDSL) for
through electronic mode to those Members facilitating voting through electronic
whose email addresses are registered with means, as the authorized e-Voting’s
the Company / Depositories. Members may agency. The facility of casting votes by
note that the Notice along with the Annual a member using remote e-voting as well
Report will also be made available on the as the e-voting system on the date of
Company’s website at www.tanfac.com the AGM will be provided by CDSL.
and website of the stock exchange www.
bseindia.com where the Company’s shares 2. The Members can join the AGM in the
are listed. In case of joint holders attending VC/OAVM mode 15 minutes before
the AGM, only such joint holder who is and after the scheduled time of the
higher in the order of names will be entitled commencement of the Meeting by
to vote. following the procedure mentioned in
the Notice. The facility of participation
19. As you are aware, in view of the situation at the AGM through VC/OAVM will
arising due to COVID-19 global pandemic, be made available to atleast 1000
the general meetings of the companies shall members on first come first served
be conducted as per the guidelines issued basis. This will not include large
by the Ministry of Corporate Affairs (MCA) Shareholders (Shareholders holding
vide Circular No. 14/2020 dated April 8, 2% or more shareholding), Promoters,
2020, Circular No.17/2020 dated April 13, Institutional Investors, Directors, Key
2020 and Circular No. 20/2020 dated May Managerial Personnel, the Chairpersons
05, 2020. The forthcoming AGM will thus of the Audit Committee, Nomination
be held through through video conferencing and Remuneration Committee and
(VC) or other audio visual means (OAVM). Stakeholders Relationship Committee,
Hence, Members can attend and participate Auditors etc. who are allowed to attend
in the ensuing AGM through VC/OAVM.
the AGM without restriction on account
Mrs. Kalyani Srinivasan, Practicing Company
of first come first served basis.
Secretary (FCS No 5854 & C.P.No. 3109)
has been appointed as the Scrutinizer to 3. 
The attendance of the Members
scruitinise the e-voting (Insta Poll) during the attending the AGM through VC/OAVM
AGM and remote e-voting process in a fair will be counted for the purpose of
and transparent manner. ascertaining the quorum under Section
103 of the Companies Act, 2013.
1. 
Pursuant to the provisions of Section
108 of the Companies Act, 2013 4. Pursuant to MCA Circular No. 14/2020
read with Rule 20 of the Companies dated April 08, 2020,, the facility to

9
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

appoint proxy to attend and cast vote during the AGM) i.e. www.evotingindia.
for the members is not available for com.
this AGM. However, in pursuance of
6. The AGM has been convened through
Section 112 and Section 113 of the
VC/OAVM in compliance with applicable
Companies Act, 2013, representatives
provisions of the Companies Act, 2013
of the members such as the President of read with MCA Circular No. 14/2020
India or the Governor of a State or body dated April 8, 2020 and MCA Circular
corporate can attend the AGM through No. 17/2020 dated April 13, 2020 and
VC/OAVM and cast their votes through MCA Circular No. 20/2020 dated May
e-voting. 05, 2020.
5. 
In line with the Ministry of Corporate 7. In continuation of this Ministry’s General
Affairs (MCA) Circular No. 17/2020 Circular No. 20/2020, dated 05th May,
dated April 13, 2020, the Notice 2020 and after due examination, it
calling the AGM has been uploaded on has been decided to allow companies
the website of the Company at www. whose AGMs were due to be held in
tanfac.com. The Notice can also be the year 2020, or become due in the
accessed from the websites of the year 2021, to conduct their AGMs on or
Stock Exchange i.e. BSE Limited at before 31.12.2021, in accordance with
www.bseindia.com. The AGM Notice the requirements provided in paragraphs
is also disseminated on the website of 3 and 4 of the General Circular No.
CDSL (agency for providing the Remote 20/2020 as per MCA circular no.
e-Voting facility and e-voting system 02/2021 dated January,13,2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS
UNDER:

Type of shareholders Login Method


Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through
holding securities in their existing user id and password. Option will be made available to
Demat mode with reach e-Voting page without any further authentication. The URL for
CDSL users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/
home/login or visit www.cdslindia.com and click on Login icon and
select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in progress
as per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can
visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

10
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

Type of shareholders Login Method


4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page or click on https://evoting.cdslindia.
com/Evoting/EvotingLogin The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the
e-Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the
holding securities in e-Services website of NSDL. Open web browser by typing the following
demat mode with URL: https://eservices.nsdl.com either on a Personal Computer or on
NSDL a mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User
ID and Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on company
name or e-Voting service provider name and you will be re-directed
to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
2) If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register Online
for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or
e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders You can also login using the login credentials of your demat account through
(holding securities your Depository Participant registered with NSDL/CDSL for e-Voting facility.
in demat mode) After Successful login, you will be able to see e-Voting option. Once you
login through their click on e-Voting option, you will be redirected to NSDL/CDSL Depository
Depository Participants site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting.

11
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

(i) The voting period begins on September 25, (iv) In terms of SEBI circular no. SEBI/HO/CFD/
2021 (Saturday) 9.00 a.m. and ends on CMD/CIR/P/2020/242 dated December 9,
September 27, 2021 (Monday) 5.00 p.m.. 2020 on e-Voting facility provided by Listed
During this period shareholders’ of the Companies, Individual shareholders holding
Company, holding shares either in physical securities in demat mode are allowed to vote
form or in dematerialized form, as on the through their demat account maintained with
cut-off date (record date) of 21st September Depositories and Depository Participants.
2021 may cast their vote electronically. The Shareholders are advised to update their
e-voting module shall be disabled by CDSL mobile number and email Id in their demat
for voting thereafter. accounts in order to access e-Voting facility.

(ii) Shareholders who have already voted prior Pursuant to abovesaid SEBI Circular, Login
to the meeting date would not be entitled to method for e-Voting and joining virtual
vote at the meeting venue. meetings for Individual shareholders holding
securities in Demat mode CDSL/NSDL is
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/ given below:
CMD/CIR/P/2020/242 dated 09.12.2020,
Important note: Members who are unable
under Regulation 44 of Securities and
to retrieve User ID/ Password are advised
Exchange Board of India (Listing Obligations
to use Forget User ID and Forget Password
and Disclosure Requirements) Regulations,
option available at abovementioned website.
2015, listed entities are required to provide
remote e-voting facility to its shareholders, 
Helpdesk for Individual Shareholders holding
in respect of all shareholders’ resolutions. securities in demat mode for any technical
However, it has been observed that the issues related to login through Depository
participation by the public non-institutional i.e. CDSL and NSDL
shareholders/retail shareholders is at a
Login type Helpdesk details
negligible level.
Individual Members facing any
Currently, there are multiple e-voting service Shareholders technical issue in login can
providers (ESPs) providing e-voting facility holding contact CDSL helpdesk
to listed entities in India. This necessitates securities in by sending a request
registration on various ESPs and maintenance Demat mode at helpdesk.evoting@
of multiple user IDs and passwords by the with CDSL cdslindia.com or contact at
shareholders. +91-22-2305-8738 and
+91-22-2305-8542-43.

In order to increase the efficiency of Individual Members facing any
the voting process, pursuant to a public Shareholders technical issue in login can
consultation, it has been decided to enable holding contact NSDL helpdesk
e-voting to all the demat account holders, by securities in by sending a request at
way of a single login credential, through their Demat mode evoting@nsdl.co.in or call
demat accounts/ websites of Depositories/ with NSDL at toll free no.: 1800 1020
Depository Participants. Demat account 990 and 1800 22 44 30
holders would be able to cast their vote
without having to register again with the (v) Login method for e-Voting and joining virtual
meetings for Physical shareholders and
ESPs, thereby, not only facilitating seamless
shareholders other than individual holding in
authentication but also enhancing ease and
Demat form.
convenience of participating in e-voting
process. 1) The shareholders should log on to the

12
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

e-voting website www.evotingindia. Folio Number registered with the


com. Company.
2) Click on “Shareholders” module. 4) Next enter the Image Verification as displayed
and Click on Login.
3) Now enter your User ID
5) If you are holding shares in demat form and
a. For CDSL: 16 digits beneficiary ID,
had logged on to www.evotingindia.com and
b. 
For NSDL: 8 Character DP ID voted on an earlier e-voting of any company,
followed by 8 Digits Client ID, then your existing password is to be used.
c. 
Shareholders holding shares 6) If you are a first-time user follow the steps
in Physical Form should enter given below:

For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
•  Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Bank Details in your demat account or in the company records in order to login.
OR Date of • If both the details are not recorded with the depository or company, please enter
Birth (DOB) the member id / folio number in the Dividend Bank details field.
(vi) 
After entering these details appropriately, (ix) Click on the EVSN for TANFAC INDUSTRIES
click on “SUBMIT” tab. LIMITED to vote.
(vii) 
Shareholders holding shares in physical (x) 
On the voting page, you will see
form will then directly reach the Company “RESOLUTION DESCRIPTION” and against
selection screen. However, shareholders the same the option “YES/NO” for voting.
holding shares in demat form will now reach Select the option YES or NO as desired. The
‘Password Creation’ menu wherein they option YES implies that you assent to the
are required to mandatorily enter their login Resolution and option NO implies that you
password in the new password field. Kindly dissent to the Resolution.
note that this password is to be also used by
the demat holders for voting for resolutions (xi) 
Click on the “RESOLUTIONS FILE LINK”
of any other company on which they are if you wish to view the entire Resolution
details.
eligible to vote, provided that company
opts for e-voting through CDSL platform. (xii) 
After selecting the resolution, you have
It is strongly recommended not to share decided to vote on, click on “SUBMIT”. A
your password with any other person and confirmation box will be displayed. If you
take utmost care to keep your password wish to confirm your vote, click on “OK”,
confidential. else to change your vote, click on “CANCEL”
and accordingly modify your vote.
(viii) For shareholders holding shares in physical
form, the details can be used only for (xiii) 
Once you “CONFIRM” your vote on the
e-voting on the resolutions contained in this resolution, you will not be allowed to modify
Notice. your vote.

13
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

(xiv) You can also take a print of the votes cast by • The list of accounts linked in the login
clicking on “Click here to print” option on the should be mailed to helpdesk.evoting@
Voting page. cdslindia.com and on approval of the
(xv) 
If a demat account holder has forgotten accounts they would be able to cast
the login password then Enter the User ID their vote.
and the image verification code and click
• A scanned copy of the Board Resolution
on Forgot Password & enter the details as
prompted by the system. and Power of Attorney (POA) which they
have issued in favour of the Custodian,
(xvi) 
Additional Facility for Non – Individual if any, should be uploaded in PDF format
Shareholders and Custodians –For Remote
in the system for the scrutinizer to verify
Voting only.
the same with a copy to email address
• 
Non-Individual shareholders (i.e. other cskalyanisrinivasan@gmail.com.
than Individuals, HUF, NRI etc.) and
Custodians are required to log on to • Alternatively Non Individual shareholders
www.evotingindia.com and register are required to send the relevant Board
themselves in the “Corporates” module. Resolution/ Authority letter etc. together
with attested specimen signature of
• 
A scanned copy of the Registration
Form bearing the stamp and sign of the the duly authorized signatory who are
entity should be emailed to helpdesk. authorized to vote, to the Scrutinizer at
evoting@cdslindia.com. the email address cskalyanisrinivasan@
gmail.com and to the Company at
• 
After receiving the login details a
the email address invreln.tanfac@
Compliance User should be created
using the admin login and password. adityabirla.com, if they have voted from
The Compliance User would be able to individual tab & not uploaded same
link the account(s) for which they wish in the CDSL e-voting system for the
to vote on. scrutinizer to verify the same.

14
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING
DURING MEETING ARE AS UNDER:

1. 
The procedure for attending meeting & sending their request in advance atleast
e-Voting on the day of the AGM is same 10 days prior to meeting mentioning their
as the instructions mentioned above for name, demat account number/folio number,
e-voting. email id, mobile number at (company email
id). The shareholders who do not wish to
2. The link for VC/OAVM to attend meeting will
speak during the AGM but have queries may
be available where the EVSN of Company send their queries in advance 7 days prior
will be displayed after successful login as to meeting mentioning their name, demat
per the instructions mentioned above for account number/folio number, email id,
e-voting. mobile number at (company email id). These
3. 
Shareholders who have voted through queries will be replied to by the company
Remote e-Voting will be eligible to attend the suitably by email.
meeting. However, they will not be eligible 8. 
Those shareholders who have registered
to vote at the AGM. themselves as a speaker will only be allowed
4. 
Shareholders are encouraged to join the to express their views/ask questions during
Meeting through Laptops / IPads for better the meeting.
experience. 9. 
Only those shareholders, who are present
5. Further shareholders will be required to allow in the AGM through VC/OAVM facility and
Camera and use Internet with a good speed have not casted their vote on the Resolutions
to avoid any disturbance during the meeting. through remote e-Voting and are otherwise
not barred from doing so, shall be eligible
6. 
Please note that Participants Connecting to vote through e-Voting system available
from Mobile Devices or Tablets or through during the AGM.
Laptop connecting via Mobile Hotspot
may experience Audio/Video loss due to 10. 
If any Votes are cast by the shareholders
Fluctuation in their respective network. It is through the e-voting available during the
AGM and if the same shareholders have
therefore recommended to use Stable Wi-Fi
not participated in the meeting through VC/
or LAN Connection to mitigate any kind of
OAVM facility, then the votes cast by such
aforesaid glitches.
shareholders shall be considered invalid as
7. 
Shareholders who would like to express the facility of e-voting during the meeting is
their views/ask questions during the meeting available only to the shareholders attending
may register themselves as a speaker by the meeting.

15
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

PROCESS FOR THOSE SHAREHOLDERS WHOSE 20. The Chairman shall, at the AGM, at the end
EMAIL/MOBILE NO. ARE NOT REGISTERED WITH of discussion on the resolutions on which
THE COMPANY/DEPOSITORIES.
voting is to be held, allow voting with the
1. 
For Physical shareholders- please provide assistance of scrutinizer, by use of “remote
necessary details like Folio No., Name of e-voting” for all those members who are
shareholder, scanned copy of the share present at the AGM but have not cast their
certificate (front and back), PAN (self-attested votes by availing the remote e-voting facility.
scanned copy of PAN card), AADHAR (self-
attested scanned copy of Aadhar Card) by 21. 
The Scrutinizer shall after the conclusion
email to Company/RTA email id. of voting at the general meeting, will first
2. For Demat shareholders -, Please update your count the votes cast at the meeting and
email id & mobile no. with your respective thereafter unblock the votes cast through
Depository Participant (DP)
remote e-voting in the presence of at least
3. For Individual Demat shareholders – Please two witnesses not in the employment of
update your email id & mobile no. with your
the Company and shall make, not later than
respective Depository Participant (DP) which
is mandatory while e-Voting & joining virtual three days of the conclusion of the AGM, a
meetings through Depository. consolidated scrutinizer’s report of the total
votes cast in favour or against, if any, to the
If you have any queries or issues regarding
attending AGM & e-Voting from the CDSL Chairman or a person authorized by him in
e-Voting System, you can write an email to writing, who shall countersign the same and
helpdesk.evoting@cdslindia.com or contact at declare the result of the voting forthwith.
+91-22- 23058738 and +91-22-23058542/43.
22. The Results declared along with the report of
All grievances connected with the facility for
voting by electronic means may be addressed the Scrutinizer shall be placed on the website
to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) of the Company www.tanfac.com and on
Central Depository Services (India) Limited, A the website of CDSL immediately after the
Wing, 25th Floor, Marathon Futurex, Mafatlal declaration of result by the Chairman or a
Mill Compounds, N M Joshi Marg, Lower Parel
person authorized by him in writing. The
(East), Mumbai - 400013 or send an email to
helpdesk.evoting@cdslindia.com or call on results shall also be immediately forwarded
+91-22-23058542 / 43. to the BSE Limited, Mumbai.

By Order of the Board


For TANFAC INDUSTRIES LIMITED

Place : Cuddalore ARCHANA.T


Date : 13.08.2021 COMPANY SECRETARY

16
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

In conformity with the provisions of Section Accountants of India (“ICAI”), was established in
102 of the Companies Act, 2013, the following 1940 and is led by 24 partners. The firm provides
Explanatory Statements set out all material a range of services, including audit and assurance,
facts relating to Items 3 to 5 mentioned in the taxation, advisory and accounting. The firm has
accompanying Notice. significant experience in providing auditing,
taxation and advisory services to leading banks
ITEM NO. 3
and corporates in the manufacturing, services
In terms of the provisions of Section 139 of and financial services sectors.
Companies Act, 2013 (the “Act”), no listed
None of the Directors, Key Managerial Personnel
company can appoint or re-appoint an audit
and their relatives are, in any way, concerned or
firm as auditor for more than two terms of five
interested in the said resolutions. The resolutions
consecutive years. The Act further prescribes that
as set out in Item No. 3 of this Notice is accordingly
the Company has to comply with these provisions
recommended for your approval.
within three years from the commencement of
the Act. ITEM NO. 4

M/s. Khimji Kunverji & Co., Chartered Accountants, On the recommendation of the Audit Committee,
Mumbai (Firm Registration No.105146W) were the Board of Directors of the Company at their
initially appointed as Statutory Auditor of the meeting held on 7th May, 2021, had appointed Mr.
Company by the members at the 37th AGM of N. Krishna Kumar, Cost Accountant (Membership
the Company held on 6th August 2011 and were No.27885), as the Cost Auditor of the Company
re-appointed for further term of five years in the for the Financial Year 2021-22 at a remuneration
42nd AGM of the Company held on 28th September of `60,000/- (Rupees Sixty Thousand only)
2016 to hold office till the conclusion of besides out of pocket expenses, if any, at actual.
47th AGM of the Company. M/s. Khimji Kunverji As per Section 148 of The Companies Act, 2013
& Co., have been in office for more than 10 years and applicable rules thereunder, the remuneration
and in compliance with the provisions of the Act, payable to the Cost Auditor is to be ratified by the
the Company will have to appoint a new auditor Members of the Company at their Annual General
in their place at the conclusion of this AGM Meeting. The Board recommends the Ordinary
(47th AGM). Resolution as set out in Item No.4 of the Notice
The Board of Directors have, at their meeting held for approval by the Members.
on 7th May 2021, recommended the appointment None of the Directors, Key Managerial Personnel
of M/s. Singhi & Co., Chartered Accountants, OR their relatives are in any way interested in the
Calcutta (Firm Registration No.302049E) as the said resolution of the Notice.
Statutory Auditor of the Company in place of
ITEM NO. 5:
M/s. Khimji Kunverji & Co., Mumbai to hold office
from the conclusion of this AGM (47th AGM) until Based on the recommendations of the Nomination,
the conclusion of the 52nd AGM of the Company. Remuneration and Committee, the Board of
M/S Singhi & Co., has confirmed their eligibility to Directors of the Company, in their meeting
be appointed in accordance with the provisions of held on 13th August 2021, have appointed
the Act and Rules made thereunder. M/S Singhi Mrs. R. Lilly (DIN: 03287345) as an Additional
& Co., registered with the Institute of Chartered Director under section 161 of the Companies Act,

17
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

2013 with effect from 13th August 2021 subject out the terms and conditions of appointment of
to consent by the Members of the Company at Mrs. R.Lilly as Non-Executive Non-Independent
the ensuing Annual General Meeting and holds the Director shall be open for inspection by the
office up to the date of ensuing Annual General Members at the Registered Office (except
Meeting of the Company. The Board has also Saturdays, Sundays and Public Holidays) between
appointed her as the Chairperson of the Board 11.00 a.m. and 1.00 p.m. up to the date of this
in the same meeting. As required under Section Annual General Meeting and is also available on
160 of the Companies Act 2013, the Company the website of the Company www.tanfac.com.
have received notice from a member signifying
his intention to propose Mrs. R.Lilly, IAS as a None of the Directors, Key Managerial Personnel
candidate for the office of the Director of the and/or their relatives, except Mrs. R.Lilly is
Company. The brief profile of Mrs. R.Lilly is given concerned or interested in the Resolution.
in the annexure and forms part of this Notice. The Board recommends the ORDINARY Resolution
Having regard to her qualifications, knowledge as set out in item No. 5 of the Notice for approval
and experience, the appointment of Mrs. R.Lilly by the Members.
will be in the interest of the Company. The Board
None of the Directors, Key Managerial Personnel
recommends the Resolution as set out in Item No.
OR their relatives other than Mrs.R.Lilly are in
5 of the Notice for approval of the members.
any way interested in the said resolution of the
A copy of the draft Letter of Appointment, setting Notice.

By Order of the Board


For TANFAC INDUSTRIES LIMITED

Place : Cuddalore ARCHANA.T


Date : 13.08.2021 COMPANY SECRETARY

18
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

Particulars of the Director seeking re-appointment pursuant to Regulation 36(3) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 (SS-2).

Name Mr. Kalyan Ram Madabhushi


(DIN: 08116290)
Age 53 years
Date of Appointment / 22nd May 2019
Re-appointment
Brief Resume - Qualification BE (MECH), MBA.,
Expertise in Specific Functional Mr.Kalyan Ram Madabhushi is a Techno – Commercial person
Areas with a Bachelor’s degree in Mechanical Engineering from NIT,
Warangal and an MBA specialized in International Business from
Indian Institute of Foreign Trade. He had completed executive
leadership learning at IMD Switzerland and University of Oxford.
He is currently COO – Pulp and Fibre Business, Aditya Birla Group
with additional responsibility for Fertilizers and Insulators Business
as Group Business Head.
He is a senior Business Leader with more than 25 years'
experience in Energy and Chemicals Industry with expertise in
Transformation/Change, P & L responsibility at Global & Regional
Level, Portfolio M&A deal making & Board I JV governance
Other Directorships in Listed Nil
Companies
Memberships / Chairmanships of Nil
Committees in Listed Companies
Disclosure of relationship He is not related to any of the Director or Key Managerial Personnel
of the Company
Shareholding in the Company Nil
Number of Board Meetings 5
Attended

Note: Pursuant to SEBI (LODR) Regulations, 2016, only two Committees viz., Audit Committee and
Stakeholders’ Relationship Committee are considered.

By Order of the Board


Place: Mumbai Archana.T
Dated: 13th August 2021 Company Secretary

Regd. Office:
14, SIPCOT Industrial Complex,
Kudikadu, Cuddalore 607 005.
Tel: +91-4142-239001 Fax: +91-4142-239005

19
NOTICE OF THE FORTY SEVENTH ANNUAL GENERAL MEETING

Particulars of the Director seeking re-appointment pursuant to Regulation 36(3) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 (SS-2).

Name Mrs. R. Lilly


(DIN: 03287345)
Age 48 years

Date of Appointment/ Re- 13th August 2021 (subject to members’ approval in the AGM)
appointment
Brief Resume - Qualification M.Sc., (Botany), IAS.,

Expertise in Specific Functional Mrs.R.Lilly, presently Special Secretary, Industrial Department,


Areas Government of Tamil Nadu, is a 2005 Batch IAS Officer. She has
held many key positions in various departments of Government
of Tamil Nadu. Has one and a half decades of wide experience in
public administration.
Other Directorships in Listed NIL
Companies
Memberships / Chairmanships of Committee Membership: Nil
Committees in Listed Companies
Committee Chairmanship: Nil
Disclosure of relationship She is not related to any of the Director or Key Managerial
Personnel of the Company
Shareholding in the Company Nil

Number of Board Meetings N.A


Attended

Note: Pursuant to SEBI (LODR) Regulations, 2016, only two Committees viz., Audit Committee and
Stakeholders’ Relationship Committee are considered.

By Order of the Board


Place: Mumbai Archana.T
Dated: 13 August 2021
th
Company Secretary

Regd. Office:
14, SIPCOT Industrial Complex,
Kudikadu, Cuddalore 607 005.
Tel: +91-4142-239001 Fax: +91-4142-239005

20
MANAGEMENT DISCUSSION AND ANALYSIS

PERFORMANCE REVIEW:
(` in Crores)
Financial Year Financial Year
Particulars
2020 - 21 2019 - 20
Sales 147.90 164.80
Other Income (including operating income) 1.37 1.16
Operating Expenditure 115.22 138.86
Earnings before Depreciation, Finance Cost and Taxation (EBIDTA) 34.05 27.10
Finance Cost 0.52 0.84
Depreciation/Impairment/Amortisation 8.47 4.64
Profit before Tax (PBT) 25.06 21.62
Current Tax / Deferred Tax 7.59 4.65
Profit after Tax (PAT) 17.47 16.97
Other Comprehensive Income / (Loss) 0.57 0.31
Total Comprehensive Income 18.04 17.28

INDUSTRY STRUCTURE AND DEVELOPMENTS: Union Budget 2021-22 lifted market sentiments
and enabled fixed capital formation.
MACRA ECONOMY AND INDUSTRY UPDATES:
The Production-Linked Incentive (PLI) scheme
The onset of the COVID-19 pandemic brought
aimed to uplift MSMEs and enhance manufacturing
economic activities to a near standstill at the
GVA from the current 16.5% is likely to unlock
beginning of FY 2020-21 as a nationwide
~$520 billion in the country’s output in the
lockdown was imposed to contain the virus spread. medium term. Further, India is being increasingly
As a result, India’s GDP contracted by 23.4% seen as a viable alternative sourcing destination
in Q1 FY 2020-21. However, with the gradual by MNCs adopting a ‘China + 1’ to de-risk their
unlocking in June 2020, the economy recorded a supply chain.
sharp rebound, fuelled by the synchronised relief
and revival measures undertaken by the Central However, the more intense second wave of
COVID-19 hit India hard at the end of FY 2020-
Government and the RBI. The counter measures
21, necessitating the imposition of new localised
resulted in a cumulative stimulus of ~`20 lakh
lockdowns. That said, with mass vaccination
Crore (~10% of the GDP) with a clarion call to
underway in full steam and the element of
make India self-reliant under the Aatmanirbhar
surprise being minimal, we believe the economy
Bharat Abhiyan.
is now much better placed to absorb external
With the release of significant pent-up demand shocks than it was a year earlier.
alongside festive demand gaining traction, the
CHEMICAL INDUSTRY & FLUOROCHEMICALS
second half witnessed a return to growth, with
GDP contraction for the full year coming in at Chemical companies across the world continue
7.3%, much better than the double-digit de-growth to face challenges in a hypercompetitive world.
estimated earlier. The mega infrastructure push According to Excellence in Chemical Logistics
through the C110 trillion National Infrastructure report, there is significant opportunity to
Pipeline (NIP) and the C5 trillion infra outlay in the deliver value through supply chain particularly

21
MANAGEMENT DISCUSSION AND ANALYSIS

in the aftermath of worldwide lockdown due Indian Chemical industry, 6th largest in the world,
to pandemic. Recent serious incidents in Petro- is expected to contribute around 7% of India’s
chemical and chemical processing industries call GDP. Specialty chemicals alone constitutes 45%
for significant investments and spends towards of the Indian Chemical Market and expected to
strengthening safety and sustainability. (source: grow at CAGR 10% till 2025 from the current
manufacturingchemist.com & PWC Research level of USD 30 billion.
publication) In India the market growth of fluorochemicals is
Global Fluorochemical market is estimated around driven by downstream sectors like Automobile,
Air Conditioning, Refrigeration, Construction,
5 million tonnes in 2020 (US$ 20 billion) and
Cold Storage and Pharma / Life Science segments.
expected to grow at a CAGR of 3.5% and reach
Life Science segment has emerged one of the
USD 26 billion by 2026. Asia Pacific accounted
key drivers over the years. India is expected
for significant share of the global market and
to become 4th largest chemical producer in the
expected to reach USD 4 billion by 2026. The
world by 2030, benefitting from rising export
growing industrialisation in emerging economies opportunities, stability of prices, faster end user
like China, India and South East Asian countries industry growth and low penetration of specialty
will continue to increase demand for refrigerants. chemicals. (source: economic times, economist)
The rapidly growing demand of air-conditioning
and refrigeration systems in the domestic and BUSINESS PERFORMANCE
industrial sectors is expected to drive the growth During the year under review, your Company
for fluorochemicals. (sources: globalnewswire, undertook various initiatives to support the
GM insights and Business Wire, Ken Research) country in its fight against the pandemic. Your
Company was able to seize the opportunity that
Due to pandemic, the demand for fluorochemical
emerge and cater to the demand of the various
in health care sectors have increased during
customers and stakeholders. All this has resulted
the year and with significant spend in R&D, in your Company emerging stronger and well
it is expected use of fluorine compound in the prepared in the wake of the ongoing pandemic.
manufacture of pharma products will increase in
future. Added to this the growing preference for Your Company had registered good performance
electric vehicles will also drive the demand for despite disruptions due to countrywide lockdown
imposed during first quarter and registered higher
fluorochemicals. However, the industry will face
EBIDTA and Net Profit compared to previous
challenges like increased regulatory restrictions
financial year. Though the manufacturing
from the Governments, environment scrutiny
activities and supply chain were disrupted due to
due to growing environment concerns, etc.,
lockdown, the Company recovered quickly and
China is one of the largest Fluorine producing and
restarted its operations during second week of
consuming countries in the world and the market April. Though the Company’s sales performance
size is expected to grow to USD 5 billion by had decreased by 10% due to reduction in sale
2026. Auto industry is expected to make a strong of HF and drop in sales price of Sulphuric Acid,
comeback worldwide with the impending launch due to spurt in the volume and realization of one
of electric vehicles which will strengthen demand of its Value-Added Products (VAP), Earnings
of fluorochemicals in the production of aluminium before Depreciation, Interest and Tax (EBDITA)
and electric components (sources: 100ppi.com; had gone up by 25% compared to previous year.
Business Wire) Apart from VAP, in-house optimization of process

22
MANAGEMENT DISCUSSION AND ANALYSIS

through innovation and product / customer mix revolve around the same. Hence, segment-wise
along with the ongoing initiatives taken by the or product-wise performance is not applicable.
company as detailed below during the last few
SALES VOLUME AND REVENUE:
years have resulted in significant improvement in
the overall operations of the company: Sales Turnover was lower by 10%, at `147.90
crores, against `164.80 crores in the previous
• Recalibrated business strategy by diversifying
year. However, due to continuous focus on
to niche product & segments.
improving the VAP performance, share of VAP to
• 
Continuous focus on downstream Value- total turnover had increased to 38% during the
Added Products (VAP). Strongly positioned year compared to 15% in the previous year.
in a niche segment of DHF as a prime mover.
Export turnover was lower by 20% at `11.17
• 
Continuous focus on in-house process
crores against `13.94 crores in the previous year.
optimization through innovation and cost
reduction. EARNINGS BEFORE DEPRECIATION, FINANCE
• Man power optimization. COST AND TAXATION (EBIDTA):

• 
Alternate global sourcing of Fluorspar to Earnings before Depreciation, Finance Cost and
avoid dependency on China. Taxation had increased by 26% at `34.05 Crores
• 
Long term tie-up with a key refinery for during the year, compared to `27.10 Crores
supply of Molten Sulphur with a win-win in the corresponding period of the previous
deal. year. Reasons for significant improvement in
profitability despite disruption due to pandemic
• Negotiation with key raw material suppliers
have been explained in the preceding paragraphs.
for reduction in prices compared to
international price. DEPRECIATION / AMORTISATION:
• 
Thrust on Working Capital and Cash Depreciation during the year was `8.47 Crores
Management. as against `4.64 Crores in the previous year.
During the year the Company had reassessed the
Your Company is closely monitoring the impact
useful life of some of its main assets and made
of the second wave of the pandemic on its
additional depreciation provision of `3.36 Crores.
operations while giving primacy to the safety and
well-being of its employees and business partners. FINANCE COST:
It has also undertaken a vaccination programme
Finance cost, including forex cover charges on
for all its employees and their dependents
foreign exchange borrowings was reduced to `
(including contract manpower). With its focus
0.52 Crores from `0.84 Crores in the previous
on operational efficiencies, cash management & year due to optimization of finance cost. With
cost control and its continued concerns for its continued thrust on effective working capital and
employees and other stakeholders, your Company cash management, the Company’s cash surplus
is better prepared for any impending slowdown in for future growth had significantly increased to
the economy. `27.72 Crores after achieving debt free status
SEGMENT–WISE OR PRODUCT-WISE during the previous year.
PERFORMANCE: PUBLIC DEPOSITS:
The Company operates in a single segment i.e., The Company does not accept any fixed deposits
Fluro-chemicals in India and all other activities from the public falling under Section 73 of the

23
MANAGEMENT DISCUSSION AND ANALYSIS

Companies Act, 2013 (“the Act”) and the due to improved profitability and better working
Companies (Acceptance of Deposits) Rules, capital management.
2014.
BORROWINGS AND NET DEBT:
CREDIT RATING:
The Company had achieved debt free status
Despite pandemic, ICRA and Acuite Ratings during the previous financial year and increased
have reaffirmed the credit rating of ICRA BBB+ its cash surplus for future growth to `27.72
(Stable) and ACUITE BBB+ (Stable) for Long crores compared to net debt of `0.40 crores in
Term and ICRA A2 and ACUITE A2 for Short previous year by judiciously using its operational
Term respectively based on improved operating cash flow.
performances and strong Balance Sheet.
RISK MANAGEMENT AND INTERNAL CONTROL
INCOME TAX SYSTEM:

In line with increased profitability, the Company Risk is an integral & unavoidable component of
has accounted for tax provision of `8.66 crores business. Given the challenging and dynamic
(previous year `5.60). During the year the environment in which the Company operates,
Company has reversed Deferred Tax provision of your Company is committed to proactively
`1.07 crores (previous year provision of `0.95 manage risk in accomplishing its vision and goals.
crores). Though risk cannot be eliminated, an effective
risk management program ensures that risks are
OTHER COMPREHENSIVE INCOME / (EXPENSES)
reduced, avoided, mitigated or shared. In line
Other Comprehensive Income / (Expenses) was with this, your Company has constituted a Risk
`0.57 crores during the year against `0.31 crores Management Committee consisting of its senior
during previous year. Please refer Note No. 27 employees. The company defined the roles and
of Notes to the Financial Statement for further responsibilities of the committee and laid down
details. the procedure to assess the risk and minimization
procedures. The risk management includes
TOTAL COMPREHENSIVE INCOME
identifying types of risks and its assessment, risk
Total comprehensive Income for the year was handling and monitoring and reporting. Needless
higher at `18.04 crores during the year against to mention, with the challenges presented by
`17.28 crores during previous year. the COVID-19 outbreak, pandemic and epidemic
related business risks have also been identified by
OTHER EQUITY
your Company.
With the help of good performances during the
The details of risk management process,
year, the Company’s Other Equity had further
assessment and identification and mitigation
increased to `73.26 crores from `55.22 crores
action plan prepared in line with The Companies
at the end of previous financial year. Please refer
Act, 2013, were reviewed by the Audit Committee
to the Statement of Change in Equity and Note
of the Board of Directors of the Company on a
No. 13 of Notes to the Financial Statement for
quarterly basis.
further details.
The Internal control systems of the Company
CASH FROM OPERATIONS
comprising of policies and procedures adopted
Cash from operations was higher at `37.21 crores to ensure the orderly and efficient conduct of its
compared to `21.81 crores during previous year business, including adherence to the Company’s

24
MANAGEMENT DISCUSSION AND ANALYSIS

Policies, the safeguarding of its assets, the ever-evolving and the risk of non-compliance and
accuracy and completeness of the accounting penalties may increase for the Company leading
records and the timely preparation of reliable to financial and reputational risks.
financial information.
Mitigation: A comprehensive risk-based
OPERATIONAL RISK: compliance programme including training
and adherence to the Code of Conduct is
(a) 
Your Company’s most significant exposure
institutionalized. Your Company encourages its
relates to the US Dollar, since the prices
employees to rely & seek professional guidance
of key raw materials – Fluorspar, Sulphur
& opinion to discuss the impact of any changes
and Potassium Carbonate are impacted by
in laws to ensure total compliance. Periodic
the movement of US Dollar. Fluorspar and
reporting to the internal committees on any legal
Potassium Carbonate are imported. High
aspects and quarterly reporting to the Board on
dependence on China for Fluorspar which
Statutory compliance ensures effectiveness of
is promoting export of more value-added
the programme.
products puts pressure on the availability
and margins ENVIRONMENT: This comprises risks associated
with environmental pollution through the

Mitigation: The Company has expanded
discharge of waste and emissions which may
vendor base of Chinese origin and
cause damage to the local environment.
developed sources from other geographies,
cemented relationship with these sources Mitigation: As enumerated in Board’s Report
and successfully avoided dependency on your Company has undertaken various initiatives
Chinese origin. The company is continuously towards de-risk and environment protection.
exploring other options to sustain this. Your Company ensures stringent implementation
of Safety and Environment Protection measures
(b) 
Volatility in HF Demand for conventional
and the Board has mandated accordingly. Your
application and downward trend in end
Company has also adopted measures such as
users’ segment.
rainwater harvesting and water recharge that

Mitigation: Focus on specialty grade HF help it overcome challenges related to water
and Value Added Products (VAPs). Retain availability. Your company continues to maintain
existing customers through competitive green belt within and outside the factory premises.
pricing. Expand market of HF in Asia Pacific
CLIMATE & SUSTAINABILITY: This comprises
markets and increase export volumes.
sustainability related climate change risks.
Continue thrust on expanding VAP share.
Mitigation: Opportunities are assessed in line
(c) Drop in Sulphuric Acid price and volatility in
with Company’s risk management policy and
Sulphur price
have been integrated in its multi-disciplinary
Mitigation: Work on alternate downstream Risk Management Framework classified as
products. Reduce cost of production through energy, emissions and water besides other
process improvement and innovation. issues. Prioritized climate risks are managed
through internal committees and with the help of
STATUTORY COMPLIANCE RISK: This comprises
Sustainability Cell of Aditya Birla Group.
the risk if your Company is found to have
inadvertently violated laws covering business ECONOMIC RISK: Economic slowdown
conduct. The country’s regulatory framework is particularly due to COVID – 19 lockdown and

25
MANAGEMENT DISCUSSION AND ANALYSIS

disruption may affect the performance of the INFORMATION TECHNOLOGY RISKS:


Company resulting in downward trend in sales
This comprises risks related to Information
volume and growth.
Technology (IT) systems, - data integrity and
Mitigation: The Company is continuously focussing physical assets. Your Company deploys IT
on expanding and increasing share of its VAPs systems including ERP to support is business
in line with market demand. Company also has processes, communications and operations. Risks
made a comprehensive Business Continuity Plan could primarily arise from downtime, manipulation
(BCP) for the next financial year which focuses of information, date integrity and security.
on cost and cash optimization. The BCP is being
monitored continuously as the situation evolves. Mitigation: Your Company uses backup
procedures and stores information at difference
ATTRITION RISK: Employee attrition may affect
locations. Periodical upgradation of systems
the day to day operations / performance of the
with the latest security standards are ensured.
Company.
For critical applications, security policies and
Mitigation: To retain talent, the Company has procedures are updated periodically and users are
instituted suitable reward mechanism and provide educated on adherence to the policies to eliminate
additional specialised training to its employees. data leakages.
New ideas / Kaizen given by the employees are
PANDEMIC LINKED DIRUPTION IN GLOBAL
well appreciated and suitably rewarded.
MARKETS:
FOREIGN EXCHANGE RISK:
COVID-19 pandemic has caused huge impact
The prices of key of raw materials are influenced on people’s lives, families and communities. The
significantly by fluctuating global economic pandemic presents a serious threat, impacting
conditions, and this significantly impacts the organisations in numerous ways, potentially
Company’s margins and cash flows. limiting options around recovery particularly
Mitigation: The Company has a well-defined when other companies are also affected or
Hedging Policy and hedges its net foreign challenged by logistical constraints. There are
exchange risk adequately as per the policy. several associated risks like operations risks,
supply chain risks, health & safety, etc.,
CREDIT RISK:
Mitigation: Your Company has assessed this
Excess credit facility to customers particularly
aftermath of COVID-19 pandemic and higher risk as part of risk identification and mitigation
inventory may affect the Company’s overall process and is considering the impact thereof
performance. in all its business decisions. Your Company is
also continuously updating and expanding its
Mitigation: By reviewing the credit policy and Crisis Management and Business Continuity
credit limits of customers, the credit limit facility is Plan (BCP) with strong emphasis focussed on
being continuously managed prudently. Inventory
employees, customers, supply chain contacts,
and advances are continuously monitored and
other stakeholders and business assets.
maintained at the desired level balancing the
dynamics of price movements and supply chain Your Board of Directors is optimistic about
situation. Collections from customers are being the continued improvement in the operational
monitored everyday by the senior management. performance of the company in the coming years.

26
MANAGEMENT DISCUSSION AND ANALYSIS

EXPORTS: The use of virtual medium was maximized through


close online networking of teams and connect
Your Company endeavours to improve export
with trade partners, customers and suppliers.
revenue by expanding its customer base in new
countries. Your Company is optimistic of further The Company continued to lay emphasis on
improving the exports in the coming years. development of talent within and strengthening
the core areas of expertise by enabling continuous
DOMESTIC MARKET: learning, leveraging the digital platform. Formal
Though there are challenges like volatility in raw digital platforms were launched to enable sharing
material prices, tepid demand due to continued of ideas and best practices across work levels
effect of pandemic & pressure on margins due which had helped to drive continuous improvement
to increased competition, your Company is and innovation. Employees are proud to be part
optimistic of improving its domestic market in of your Company and are engaged to deliver
2021- 22. high performance. Employees have also played
HUMAN CAPITAL voluntary role in community & social works. Your
Company’s Employee Engagement Score reflects
Amidst the raging pandemic, your Company’s high engagement and pride in being part of the
human resources have been the backbone for organization. Your Company’s employees take
carrying on business through the period of pride in actively participating in all the group level
disruption and also in ensuring the safety of the competitions organized by the Aditya Birla Group.
workforce & the community around its locations.
Given the unprecedented situation, the entire The Company continues to maintain a cordial
Organization was in a state of readiness to operate and harmonious industrial relationship with its
remotely from home and all operations were employees. The Company has 135 permanent
carried out from stop to restart rapidly and safely. employees as on 31st March, 2021.

27
REPORT ON CORPORATE GOVERNANCE

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE


Your Company is committed to the adoption of best governance practices and adherence to it in
letter and spirit. Our philosophy of governance rests on five basic tenets, viz., Board accountability
to shareholders and other stakeholders, strategic guidance and effective monitoring by the Board,
protection of minority interests and rights, equitable treatment of all shareholders as well as
transparency, accountability and timely disclosure.
TANFAC Industries Limited, a Joint Venture of the Aditya Birla Group (ABG) with Tamil Nadu Industrial
Development Corporation Limited (TIDCO), believes in adopting the “best practices” that are followed
in the area of corporate governance across various geographies and is committed to protecting and
facilitating the exercise of shareholders’ rights, encouraging cooperation between the Company and
the stakeholders, competing more effectively and building long-term value for its Shareholders on
a continuous basis. Over the years we have strengthened/continued to strengthen its principles of
transparency, fairness and accountability. Your Company is in compliance with provisions under The
Companies Act, 2013 & Rules made thereunder and SEBI (LODR) Regulations, 2015.
The Company has adopted a Code of Conduct applicable to Board of Directors and Senior Management
as stipulated under The Companies Act, 2013.
Your Company’s compliance with requirements is presented in the subsequent sections of this Report.
I. BOARD OF DIRECTORS
The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs,
direction and performance of the Company and has been vested with the requisite powers, authorities
and duties.
Composition of the Board
TANFAC’s Board consists of seven members (Six Non-Executive Directors and the Managing Director)
as on 31st March, 2021, who have varied experience in their respective areas. The Board has four
Independent Directors, including a woman Director, who do not have business relationship with the
Company. This is in conformity with Regulation 17 of SEBI (LODR) Regulations 2015 read with Section
149 of The Companies Act, 2013.
The Company has defined guidelines and an established framework for the meetings of the Board and
Board Committees.
None of the Directors, including Independent Directors are holding Directorship and Chairman/Member
in other Public Limited Companies in excess of limit prescribed under The Companies Act, 2013 and
SEBI (LODR) Regulations, 2015. Other Directorships shall not consider holding Directorship in foreign
companies.
The details of composition of the Board of Directors, category of Directors who have no relationship
between inter se and their attendance in the Board meetings are as under.

28
REPORT ON CORPORATE GOVERNANCE

Composition and Directorship(s) / Committee Membership(s) / Chairmanship(s) as on 31st March, 2021:


Directorship Membership Chairmanship
Directors held in other in other in other
Category /
Name of Director Identification Companies Companies’ Companies’
Representing
No. Board Board
Public Private
Committees Committees
Mr. Kalyan Ram Non-Executive
08116290 4 2 - -
Madabhushi –Promoter
Non-Executive
Mr. R. Karthikeyan 00824621 8 1 3 -
–Promoter
Independent –
Mr. V.T. Moorthy 00007648 - - - -
Non Executive
Mr. M.R. Sivaraman, Independent –
00020075 1 1 1 -
IAS (Retd.) Non Executive
Dr. Shankar Independent –
01484214 - 3 - -
Narasimhan Non Executive
Independent –
Mrs. R. Rajalakshmi 01985132 1 1 - -
Non Executive
Mr. K.Sendhil Managing
08850046 - - - -
Naathan* Director
*Effective from 27th August,2020

Board / General Meeting attendance details of Directors for the year 2020 – 21 :
Whether
No. Of Board
Nos. attended last
Name of Director Category / Representing Meeting Held
Attended AGM held on
(2020-21)
28.09.2020
Mr. Kalyan Ram Madabhushi Non-Executive – Promoter 5 5 Y
Mr. R. Karthikeyan Non-Executive – Promoter 5 4 Y
Mr. V.T. Moorthy Independent – Non Executive 5 5 Y
Mr. M.R. Sivaraman,
Independent – Non Executive 5 5 Y
IAS (Retd.)
Dr. Shankar Narasimhan Independent – Non Executive 5 5 Y
Mrs. R. Rajalakshmi Independent – Non Executive 5 4 Y
Mr. K.Sendhil Naathan* Managing Director 2 2 Y

Y = YES; N = NO

*with effective from 27th August, 2020

Notes:

During the year 2020-21, five Board meetings were held and the gap between two meetings did not
exceed the maximum days prescribed under 173(1) of The Companies Act, 2013. The dates of Board
meetings were 23.06.2020, 07.08.2020, 27.08.2020, 10.11.2020 and 10.02.2021 and necessary
quorum was present at all the Board Meetings.

29
REPORT ON CORPORATE GOVERNANCE

The terms and conditions of appointment of the Independent Directors and the details of their
familiarisation programme are available on the Company’s website, viz., www.tanfac.com.
None of the directors are holding any Equity Shares in the Company.
Changes in composition of the Board after 31st March 2021:
The Board has appointed Mrs. R.Lilly, IAS., as Additional and Non-Executive / Non Independent Director
of the Company from 13th August 2021and also the Chairperson of the Board subject to members’
approval in the ensuing General Meeting of the Company. Her appointment is proposed as an item in
the Notice to the ensuing Annual General Meeting.
The Board had passed requisite resolutions and has made necessary disclosures to Stock Exchange as
per SEBI (LODR) regulations 2015.
Even after these changes in the composition, the Company conforms with Regulation 17 of SEBI
(LODR) Regulations 2015 read with Section 149 of The Companies Act, 2013.
II. COMMITTEES OF THE BOARD
AUDIT COMMITTEE:
The Company has an Audit Committee with Six Non-Executive Directors, including four Independent
Directors as per the terms of reference contained in the provisions of Regulation 18 of SEBI (LODR)
Regulations, 2015 read with the Section 177 of the Companies Act, 2013 of the listing.
The role of the Audit Committee will be in accordance with Section 177 and other applicable provisions
of The Companies Act, 2013 and Rules framed thereunder the provision contained in Part C Schedule
II of SEBI (LODR) Regulations, 2015 read with the Listing Agreement.
The Members of Audit Committee chart, monitor and provide effective supervision of the Management's
handling of finances, stocks, loans and advances and the financial reporting process, with a view to
ensuring effective and efficient financial control. The Committee reports to the Board. The Audit
Committee invites the Chief Financial Officer (CFO) key Functional Heads, representatives of Statutory
Auditors and Internal Auditors to be present at its meeting. The Company Secretary acts as the
Secretary to the Audit Committee. All the members of the Committee have financial literacy, with
relevant experience. The Chairman of the Audit Committee, has rich experience and expertise in
accounting and financial management.
The details of meetings attended by the Members of the Audit Committee are as under:

30
REPORT ON CORPORATE GOVERNANCE

No. of Meeting held


during the financial
Name of Director Category / Representing year 2020-21
Held Attended
Mr. R. Karthikeyan Non-Executive – Promoter 5 4
Mr. Kalyanram Madabhushi Non-Executive – Promoter 5 5
Mr. V.T. Moorthy Independent – Non Executive 5 5
Mr. M.R. Sivaraman, IAS (Retd.) Independent – Non Executive 5 5
Dr. Shankar Narasimhan Independent – Non Executive 5 5
Mrs. R. Rajalakshmi* Independent – Non Executive 2 2
*Effective from 03 December, 2020
rd

During the year 2020-21, five Audit Committee meetings were held and the gap between two
meetings did not exceed one hundred and twenty days. The Audit Committee meetings were held on
23.06.2020,07.08.2020,10.11.2020,03.12.2020 and 10.02.2021 and necessary quorum was
present at all the Meetings.
The Compliance Officer/Company Secretary acts as Secretary to the Committee
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee has been constituted pursuant to Section 178(1) of
The Companies Act, 2013, read with the provision contained under Regulation 19 of SEBI (LODR)
Regulations, 2015, read with Listing Agreement.
The role of the Nomination and Remuneration Committee is in accordance with the provision contained
in Part D Schedule II of SEBI (LODR) Regulations, 2015 read with the Listing Agreement, which
includes -
• 
Recommend to the Board the composition of the Board and its Committees, including the
“formulation of criteria for evaluation of Independent Directors.
• 
Recommend to the Board the appointment or reappointment of Directors / Key Managerial
Personnel.
The composition of the Committee consists of the following three Non-Executive Directors (including
two Independent Directors):
1. Mr. V.T.Moorthy, Chairman
2. Mr. Kalyanram Madabhushi
3. Mr. M.R. Sivaraman, IAS (Retd.)
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Corporate Social Responsibility Committee (“CSR Committee”) is constituted in line with the
provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 & provision contained under Regulation 19 of SEBI (LODR) Regulations, 2015, read
with Listing Agreement. On the recommendation of the CSR Committee, the Board of Directors have
approved the CSR policy which is available on the Company’s website link TANFAC-CSR-Policy.pdf.

31
REPORT ON CORPORATE GOVERNANCE

The CSR Committee recommends to the Board the activities to be undertaken during the year and the
amount to be spent on these activities.
The composition of the Committee consists of the following four Non-Executive Directors (including
three Independent Directors):
1. Mr. V.T.Moorthy, Chairman
2. Mr.M.R.Sivaraman, IAS (Retd)
3. Mr.R.Karthikeyan
4. Mrs. R.Rajalakshmi
The Compliance Officer/Company Secretary acts as Secretary to the Committee.
During the year one meeting of the Committee was held on 27.08.2020 and necessary quorum was
present at the Meetings. Please refer Annexure D to Board’s Report for detailed report on CSR activities
during the year 2020-21.
REMUNERATION POLICY:
The Board of Directors has been paid sitting fee for attending the Board Meeting and Board Committee
Meetings, viz. Audit Committee and Stakeholders Relationship Committee. No other remuneration is
paid to the Directors.
The Company has adopted a remuneration policy as applicable across Aditya Birla Group Companies for
its Senior Management and its other employees in line with the Company’s HR policy.
Details of Remuneration to Board of Directors: (` in Lakhs)

Business Remuneration paid during


relationship 2020 - 2021
Relationship with
Name of Director with the Salary Com-
other Directors Sitting
Company and miss Total
fees*
if any Perks -son
Mr. Kalyan Ram Madabhushi Non-Executive NIL - - - -
Non-Executive-
Mr. V.T. Moorthy NIL 2.40 - - 2.40
Independent
Mr. R. Karthikeyan # Non-Executive NIL 1.90 - - 1.90
Mr. M.R. Sivaraman, Non-Executive-
NIL 2.40 - - 2.40
IAS (Retd.) Independent
Non-Executive-
Dr. Shankar Narasimhan NIL 1.80 - - 1.80
Independent
Non-Executive-
Mrs. R. Rajalakshmi NIL 1.20 - - 1.20
Independent
Mr. K. Sendhil Naathan Managing Director NIL - 99.62 - 99.62
Total 9.70 99.62 109.32
*includes sitting fee paid for Board Committee Meetings.
# paid to Tamil Nadu Industrial Development Corporation Limited,

32
REPORT ON CORPORATE GOVERNANCE

STAKEHOLDERS’ RELATIONSHIP COMMITTEE


The Stakeholders’ Relationship Committee has been constituted pursuant to Section 178(5) of
The Companies Act, 2013, read with the provision contained under Regulation 20 of SEBI (LODR)
Regulations, 2015, read with listing agreement.
The Stakeholders Relationship Committee is empowered to perform all the functions of the Board in
relation to the handling of investors’ grievances.
The primary focus of Stakeholders Relationship Committee includes –
 to address the grievances of security holders of the Company with regard to transfer of shares,
transmission of shares, non-receipt of annual report, non-receipt of declared dividend, etc;
 to consider and approve issue of share certificates (including issue of renewed/duplicate share
certificates.
 to ensure expeditious share transfer process through the Registrar and share Transfer Agent.
 to evaluate performance and service standards of the Registrar and Share Transfer Agent of the
Company.
The Committee comprises of the following directors:
1. Mr. M.R. Sivaraman, IAS (Retd.), Chairman
2. Mr. V.T.Moorthy
3. Mr. R. Karthikeyan
During the year, the Stakeholders Relationship Committee met four times on 23.06.2020, 07.08.2020,
10.11.2020 and 10.02.2021 and necessary quorum was present at all the Meetings.
The details of attendance by the Committee Members are as follows:
No. of Meetings
Name of Member
Held Attended
Mr. M.R. Sivaraman, IAS (Retd.) 4 4
Mr. R. Karthikeyan 4 3
Mr. V.T. Moorthy 4 4
The Compliance Officer/Company Secretary acts as Secretary to the Committee.
As required under regulation 13(3) of SEBI (LODR) Regulations, 2015, read with the listing agreement,
the Company has filed status of investor complaints on a quarterly basis with BSE Limited.

33
REPORT ON CORPORATE GOVERNANCE

GENERAL BODY MEETINGS


Location and time, where last three Annual General Meetings (AGMs) were held:
Details of Special
YEAR TYPE Location Date and Time
Resolution
2019 - 20 A.G.M. Registered Office at- Plot No.14 28.09.2020/ 11.30 A.M. 1
2018 - 19 A.G.M. SIPCOT Industrial Complex, 21.09.2019/ 11.30 A.M. 4
2017 - 18 A.G.M. Kudikadu, Cuddalore – 607 005 25.09.2018/ 11.30 A.M. 1
The Company had not passed any special resolution applicable through postal ballot during the last
financial year 2020-21. No special resolution is proposed to be passed through postal ballot at the
ensuing Annual General Meeting.
Annual General Meeting for the Financial Year 2020 - 2021:

Date and Time : 28.09.2021; 11.30 AM.


Registered Office at – Plot No.14, Industrial Complex, Kudikadu,
Venue :
Cuddalore – 607 005 TAMIL NADU
Period of Book Closure : 22.09.2021 to 28.09.2021 (both days inclusive)
MEANS OF COMMUNICATION:
Quarterly results –
BUSINESS STANDARD / MAKKAL KURAL (REGIONAL
Which newspapers normally …
LANGUAGE)
published in
Information with regard to Quarterly Unaudited / Annual
Audited Results, Shareholding pattern, Annual Reports can
Any Web site, where displayed … be accessed from - BSE Limited website www.bseindia.com,
where your Company shares are listed and your Company’s
website www.tanfac.com
Whether it also displays official
.. -NO -
news releases
Presentation made to Institutional
… -NO -
Investors or to the analysts
GENERAL SHAREHOLDER INFORMATION:
28.09.2021 (11.30 AM) Tuesday at the Registered Office of
A.G.M., Date, Time and Venue ... the Company at - 14 SIPCOT Industrial Complex, Kudikadu,
Cuddalore – 607 005, TAMIL NADU
Financial Year ... 1st April to 31st March
Not Applicable. Payment of dividend has not been recommended
Dividend Payment Date ...
by the Board for the financial year 2020-21.
22.09.2021 (Wednesday) to 28.09.2021 (Tuesday), both
Date of Book Closure ...
days inclusive.
Name and address Stock
BSE Limited Phiroze Jeejeebhoy Towers
Exchange at which the Company’s ...
25th Floor, Dalal Street MUMBAI – 400 001.
securities are listed
Stock Code ... 506854
Corporate Identity Number of the
... L24117TN1972PLC006271
Company

34
REPORT ON CORPORATE GOVERNANCE

MARKET PRICE DATA (HIGH/LOW DURING EACH MONTH IN LAST FINANCIAL YEAR):
BSE LIMITED (BSE) SCRIP CODE : 506854
MONTH
HIGH (`) LOW (`)
APRIL 2020 142.60 76.00
MAY 2020 161.00 120.10
JUNE 2020 174.90 142.10
JULY 2020 219.00 144.10
AUGUST 2020 223.00 183.00
SEPTEMBER 2020 203.60 162.20
OCTOBER 2020 184.75 163.00
NOVEMBER 2020 192.95 163.00
DECEMBER 2020 194.85 165.00
JANUARY 2021 238.80 181.00
FEBRUARY 2021 310.00 178.00
MARCH 2021 275.00 230.00
Investors Services Department
Integrated Registry Management Services P Ltd
Registrar and Transfer Agents
“Kences Towers” Second Floor
(For share transfers and other PHYSICAL
No.1 Ramakrishna Street, North Usman Road,
communications relating to ... and
T.Nagar, Chennai – 600 017.
share certificates, and change DEMAT
TEL: +91-44-28140801 TO 8
of address etc.)
FAX: +91-44-28142479/28143378
Email Id: corpserv@integradedindia.in
Share Transfers in physical form are registered and returned
within 15 days. An officer of the Company is authorised by
the Board to approve transfer of shares and the Share Transfer
Committee of the Board meets at regular intervals to ratify such
transfers.
Share Transfer System ... During the year, the company obtained half-yearly certificates
for compliance with the share transfer formalities from a
Company Secretary in Practice as required under 40(9) of SEBI
(LODR) Regulation, 2015, read with the Listing Agreement and
the same was filed with BSE Limited, where the Company’s
securities are listed.

35
REPORT ON CORPORATE GOVERNANCE

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH 2021


Category of Shares No.of Holders % to Holders No.of Shares % to Shares
Up to 500 12,978 94.63 11,95,001 11.98
501 - 1000 380 2.77 3,02,505 3.03
1001 - 2000 183 1.33 2,68,231 2.69
2001 - 3000 65 0.47 1,64,172 1.65
3001 - 4000 35 0.26 1,22,627 1.23
4001 - 5000 15 0.11 71,848 0.72
5001 - 10000 35 0.26 2,62,816 2.63
Above 100001 24 0.17 75,87,800 76.07
Total 13,715 100.00 99,75000 100.00
No.of Shareholders in physical mode 3,723 27.15 3,05,980 3.06
No.of Shareholders in electronic mode 9,992 72.85 96,69,020 96.94
TOTAL 13,715 100.00 99,75,000 100.00
CATEGORIES OF SHAREHOLDING AS ON 31ST MARCH
2021 2020
CATEGORY NO.OF NO.OF
% AGE OF % AGE OF
SHARES SHARES
SHAREHOLDING SHAREHOLDING
HELD HELD
PROMOTERS/PROMOTERS GROUP 50,84,802 50.98 50,84,802 50.98
UTI AND MUTUAL FUNDS 5,550 0.06 5,550 0.06
BANKS, FINANCIAL INSTITUTIONS
700 0.01 700 0.01
AND INSURANCE COMPANIES
NON RESIDENT INDIANS (NRIs/OCBs) 66,230 0.66 35,371 0.35
CORPORATES 17,59,852 17.64 16,54,847 16.59
CLEARING MEMBER 19,116 0.19 4,028 0.04
RESIDENT INDIVIDUALS 26,42,667 26.49 28,01,447 28.08
TRUST 100 0.00 450 0.00
LIMITED LIABILITY PARTNERSHIP 48,628 0.49 40,000 0.40
IEPF 347,355 3.48 3,47,805 3.49
ALTERNATIVE INVESTMENT FUND - - - -
TOTAL 99,75,000 100.00 99,75,000 100.00
DEMATERIALISATION OF SHARES AND LIQUIDITY:
As on 31st March, 2021, 96,69,020 Equity Shares, against subscribed fully paid equity shares of
99,75,000, were converted from the physical to electronic form. Over 96.94% of the outstanding
equity shares have been dematerialised up to 31st March, 2021.
In view of the advantages offered by the Depository System, members who have not yet dematerialised
their shares are requested to avail of the facility of dematerialisation of the equity shares. They have

36
REPORT ON CORPORATE GOVERNANCE

the choice to open an account with Depository Participants of either of the Depositories by quoting the
Company’s ISIN No. INE639B01015.
14 SIPCOT Industrial Complex, Kudikadu,
Plant location
Cuddalore – 607 005, Tamil Nadu.
Integrated Registry Management Services Private Limited
“Kences Towers”, Second Floor, No.1 Ramakrishna Street,
North Usman Road, T.Nagar, Chennai – 600 017.
TEL: +91-44-28140801 TO 3; FAX: +91-44-28142479/28143378
Address for Email Id: corpserv@integratedindia.in
correspondence Regarding non receipt of payment of declared dividend may be addressed to our
Secretarial Department at our Registered Office at –14, SIPCOT
Industrial Complex, Kudikadu, Cuddalore – 607 005, Tamilnadu,
Tel: +91-4142-239001 to 239005 or Mail to – invreln.tanfac@adityabirla.com.
OTHER DISCLOSURE:
Disclosure on materially significant
related party transaction that may have None of the transactions with any of the related parties
:
potential conflict with the interest of the were in conflict with the interest of the Company
Company at large.
Details of non-compliance by the
Company, penalties, strictures imposed
by stock exchanges / SEBI or any
: None
statutory authority, on any matter
related to capital markets, during the
last three years.
The Company has a Group’s Whistle Blower Policy
to articulate the Group’s point of view on whistle
blowing, And the objective is to strengthen the whistle
blowing mechanism.
The objectives of the policy are –
•  To provide a platform and mechanism for the
Details of establishment of vigil employees and Directors to voice genuine
mechanism, whistle blower policy and concerns or grievances about unprofessional
:
affirmation that no personnel have been conduct without fear of reprisal
denied access to the Audit Committee. •  To provide an environment that promotes
responsible and protected whistle blowing. It
reminds employees and directors about their duty
to report any suspected violation of any law that
applies to the Group and any suspected violation
of the Group Values or Aditya Birla Group’s Code
of Conduct.

37
REPORT ON CORPORATE GOVERNANCE

 Whistle Blower Policy is made available on the


Company’s website, www.tanfac.com.
As per whistle blower mechanism of the Company,
it is hereby confirmed that no personnel have been
denied accessing to the audit committee.
The Company has complied with all the mandatory
requirements as per SEBI (LODR) Regulations, 2015
read with listing agreement.
Details of compliance with mandatory The Company has also adopted the following
requirements and adoption of the non- : non-mandatory requirements :
mandatory requirements. (a) Auditor’s Report does not contain any
qualifications.
(b) The Internal Auditors report directly to the Audit
Committee.
Weblink where policy on determining
: Not Applicable
“material’ subsidiaries is disclosed.
Policy on dealing with related party transactions is
Weblink where policy on dealing with available in Company’s website at –
:
related party transactions http://www.tanfac.com/documents/ policy_
Materiality_Of_Related_Party_Transactions.pdf
DISCRETIONARY REQUIREMENTS
(Refer Schedule II Part E of SEBI (LODR) Regulations, 2015)
THE BOARD:
Your Company is a Joint Sector undertaking with Tamilnadu Industrial Development Corporation
Limited (TIDCO), a Government of Tamilnadu undertaking. The Chairman of the Company is nominated
by TIDCO as per Joint Venture Agreement and performs his duty at their office. Hence no separate
Chairman’s office is maintained at your Company.
SHAREHOLDERS’ RIGHTS
The Company’s quarterly and half yearly results are published in the English and vernacular newspapers
and the results are also uploaded in Company’s website www.tanfac.com. As per the Listing Agreement
requirements with BSE Limited, the Company has uploaded the Unaudited/Audited Financial Results
and also Shareholding Pattern etc. on its designated website.
Therefore, no individual communications with respect to quarterly/half yearly financial performance
are sent to the Shareholders. However, based on request from the Shareholders, if any, the Company
would provide the same to them individually.
MODIFIED OPINION(S) IN AUDIT REPORT:
There are no qualifications / modified opinion in the Auditors’ Report on the accounts for the financial
year 2020-21.

38
REPORT ON CORPORATE GOVERNANCE

SEPARATE POSTS OF CHAIRPERSON AND MD/CEO


As on the date of this report, the company does not have Chairperson. Mr.K.Sendhil Naathan has been
appointed as Managing Director for a term of 3 years from 27th August 2021.
REPORTING OF INTERNAL AUDITOR
The Internal Auditor of the Company directly reports to the Audit Committee on functional matters.
CODE OF CONDUCT
The Company has laid down the Code of Conduct (the “code”) as required under The Companies Act
2013 and as per regulation 17(5) of SEBI (LODR) Regulations, 2015 read with Listing Agreement
applicable to all members of the Board of Directors and Senior Management of the Company. The
details of code of conduct have been posted on the Company’s website www.tanfac.com.
The Board and the senior management have affirmed compliance to the code as on 31st March, 2021.
A declaration to this effect has been given by the Managing Director and forms part of the Annual
Report.
SEBI (Prohibition of Insider Trading) Regulations, 2015 :
The Board of Directors of the Company has adopted formulation of “Code of Conduct” and Code of
Practices and Procedure as required under The SEBI (Prohibition of Insider Trading) Regulations, 2015.
The details are made available in the Company’s website, viz., www.tanfac.com.
DISCLOSURE ON COMPLIANCES:
Your Company has complied with regulations on corporate governance requirements specified in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever Applicable.
CEO/CFO Certification:
The Managing Director and the Chief Financial Officer of the Company duly authorised by the Board
have given their annual certification on financial reporting and internal controls to the Board as required
under regulation 17(8) of SEBI (LODR) Regulations, 2015 read with listing agreement is available in
this annual report.
LOANS AND ADVANCES TO SUBSIDIARIES/HOLDING COMPANY AND INVESTMENTS IN ITS OWN
SHARES:
Disclosure as per regulation 34(2) under Schedule V of SEBI (LODR) Regulations, 2015 read with listing
agreement.
As at Maximum
Sl. Disclosure of loans/advances/
31st March, amount during
No. investments outstanding during the year
2021 (`) the year (`)
1. Loans and advances in the nature of loans to subsidiaries Not Applicable Not Applicable
2. Loans and advances in the nature of loans to associates Not Applicable Not Applicable
3. Loans and advances in the nature of loans to firms/ companies
Not Applicable Not Applicable
in which Directors of the Company are interested
4. Investments by the loanee in the shares of parent Company
and Subsidiary Company, when the Company has made a loan NIL NIL
or advance in the nature of loan.

39
REPORT ON CORPORATE GOVERNANCE

DECLARATION
This is to confirm that the Company has adopted a Code of Conduct for Board of Directors and Senior
Management, available on the Company’s website.
I confirm that the Company has received from the Board of Directors of the Company and the Senior
Management, a declaration of compliance with the Code of Conduct for the year ended 31st March,
2021, as applicable to them.
For the purpose of this declaration, Senior Management means, Managing Director, Chief Financial
Officer, Company Secretary and other respective Functional Heads as on 31st March, 2021.

 K. SENDHIL NAATHAN
Date : 13.08.2021 Managing Director

CEO/CFO CERTIFICATION
Mr.K.Sendhil Naathan, Managing Director and Mr. N.R. Ravichandran, Chief Financial Officer of the
Company have certified to the Board that :
A. They have reviewed financial statements and the cash flow statement for the financial year ended
31st March, 2021 and that to the best of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
(ii) these statements together present a true and fair view of the company's affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of their knowledge, no transactions entered into by the company during the
year which are fraudulent, illegal or a violation of the Company's code of conduct.
C. They accept responsibility for establishing and maintaining internal controls for financial reporting
and that they have evaluated the effectiveness of the internal control systems of the Company
pertaining to financial reporting and they have disclosed to the Auditors and Audit Committee,
deficiencies in the design or operation of internal controls, if any, of which they are aware and the
steps they have taken or propose to take to rectify these deficiencies.
D. They have indicated to the auditors and the Audit committee;
(i) that there no significant changes in internal control during the year;
(ii) that there are no significant changes in accounting policies during the year and that the same
have been disclosed in the notes to the financial statements;
and
(iii) that there is no fraud of which they have become aware and the involvement therein, of the
management or an employee having a role in the Company's internal control system.

K. SENDHIL NAATHAN N.R. RAVICHANDAN


Date: 13.08.2021 MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

40
REPORT ON CORPORATE GOVERNANCE

CERTIFICATE ON CORPORATE GOVERNANCE


As required under SEBI (LODR) Regulation, 2015 of Schedule V paragraph E read with
listing agreement, the Chartered Accountant’s Certificate on compliance of the Corporate
Governance norms is attached.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE


To the Members of
TANFAC INDUSTRIES LIMITED
We have examined the compliance of conditions of Corporate Governance by TANFAC INDUSTRIES
LIMITED (the ‘Company’), for the year ended March 31, 2021, as per the relevant provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended (‘Listing Regulations’).
The compliance of conditions of Corporate Governance is the responsibility of the management. This
responsibility includes the design, implementation and maintenance of internal control and procedures
to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing
Regulations.
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the
Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit
nor an expression of opinion on the financial statements of the Company.
We have examined the books of account and other relevant records and documents maintained by
the Company for the purposes of providing reasonable assurance on the compliance with Corporate
Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the
Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered
Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the
Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance
Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)
1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and
Other Assurance and Related Services Engagements.

41
REPORT ON CORPORATE GOVERNANCE

Based on our examination of the relevant records and according to the information and explanations
given to us, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in the above-mentioned Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.

For Khimji Kunverji & Co LLP


Chartered Accountants
FRN: 105146W/W100621

Praveen Kumar Daga


Partner
Place: Bengaluru Membership No.: 143762
Date: May 7, 2021 ICAI UDIN: 21143762AAAADB2901

42
BOARD’S REPORT

To
The Members,
Your directors are pleased to present the report on the Company’s business operations together with
the audited Statement of Accounts for the financial year ended 31st March, 2021, for your review.
FINANCIAL RESULTS[` in Crores]
Financial Year Financial Year
Particulars
2020 - 21 2019 - 20
Sales 147.90 164.80
Other Income (including operating income) 1.37 1.16
Operating Expenditure 115.22 138.86
Profit before Depreciation, Finance Cost and Taxation (PBDIT) 34.05 27.10
Finance Cost 0.52 0.84
Depreciation/Impairment/Amortization 8.47 4.64
Profit before Tax (PBT) 25.06 21.62
Current Tax / Deferred Tax (Net of MAT Credit Entitle ent) 7.59 4.65
Profit After Tax (PAT) 17.47 16.97
Other Comprehensive Income / (Loss) 0.57 0.31
Total Comprehensive Income 18.04 17.28
Add: Balance brought forward 16.65 (0.53)
Profit/(Loss) available for appropriation 34.69 16.65
Transferred from General Reserves - -
Balance Carried forward to Balance Sheet 34.69 16.65

OPERATIONS AND OVERALL PERFORMANCE: Detailed analysis of performance of the Company


is provided under Management Discussion and
During the year under review, the Company had
Analysis (MD & A) which forms part of the
registered higher EBIDTA and Net Profit compared
Annual Report.
to previous financial year despite disruptions due
to countrywide lockdown imposed during first DIVIDEND:
quarter. Your Company has recently become debt-free
Earnings before Depreciation, Finance Cost and and is evaluating various growth options. Your
Taxation had increased by 26% at `34.05 Crores directors, therefore have not recommended any
during the year, compared to `27.10 Crores in dividend on equity shares for the year 2020-21.
the corresponding period of the previous year. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCTION AND PROTECTION FUND
Total comprehensive Income for the year was
higher at `18.04 crores during the year against In terms of Section 125 of the Companies
`17.28 crores during previous year. Act, 2013, no unclaimed or unpaid Dividend

43
BOARD’S REPORT

is due for remittance to the Investor Education Sulphuric Acid. The efforts made to improve the
and Protection Fund established by the Central productivity and overall operational efficiencies
Government during the financial year 2020-21. will lead to better performance in the coming
years too.
REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS: EXPORTS:

As briefed under Management Discussion and Export turnover had come down by 20%
Analysis section, the ongoing initiatives and steps to `11.17 Crores against `13.94 crores in
taken by the company during the past few years the previous year. Your Company endeavors
have helped in continuous improvements in the continuously to improve export performance
operations of the company across all spheres by expanding the customer base in the current
These steps have helped the company to post market and penetrating to new markets.
record performance during the current financial MATERIAL CHANGES AND COMMITMENT IF
year. ANY:
The Company plans to continue its focus on No material changes and commitments affecting
increasing the volume of value-added products the financial position of the Company have
during the coming years through market occurred between the end of the financial year
penetration and process optimization. and the date of this report.
Your Board of Directors is optimistic of continuous CONSERVATION OF ENERGY, TECHNOLOGY
improvements in the operational performance of ABSORPTION, FOREIGN EXCHANGE EARNINGS
the company in the coming years. AND OUTGO:

ALUMINIUM FLUORIDE: The information pertaining to Conservation


of Energy, Technology Absorption, Foreign
Your company continues with its strategy of
Exchange Earnings and Outgo as required under
reduced focus on Aluminum Fluoride due to its
Section 134 (3)(m) of The Companies Act, 2013
lower contribution. However, your company will read with Rule 8(3) of the Companies (Accounts)
continue to serve its long-term customers while Rules, 2014 is furnished as Annexure – A to the
keeping an eye on the overall bottom-line. Annual Report.
HYDROFLUORIC ACID & VALUE-ADDED PARTICULARS OF LOANS, GUARANTEES OR
PRODUCTS (VAPs): INVESTMENTS MADE UNDER SECTION 186 OF
Your company continues to widen the Customer THE COMPANIES ACT, 2013:
base and has also made significant progress in Your Company has not provided any loan(s),
stringent specialty applications. The markets guarantee(s) to any person or body corporate and
remain oversupplied and your company will has not made any investment(s) during the year
embark upon identification of downstream VAPs. under Section 186 of the Companies Act, 2013.
This will also reduce our over dependence on
PUBLIC DEPOSITS
traditional markets which are getting increasingly
competitive. The Company has not accepted any deposits
from Public within the meaning of Section 73(1)
SULPHURIC ACID:
of The Companies Act, 2013, during the year
Your company had robust performance in under review.

44
BOARD’S REPORT

CONTRACTS AND ARRANGEMENTS WITH M/S Singhi & Co., has confirmed their eligibility to
RELATED PARTIES: be appointed in accordance with the provisions of
the Act and Rules made thereunder. M/S Singhi
In line with the requirements of the Companies
& Co., registered with the Institute of Chartered
Act, 2013 and SEBI (Listing Obligations and
Accountants of India (“ICAI”), was established in
Disclosure Requirements) Regulations, 2015,
1940 and is led by 24 partners. The firm provides
your Company has formulated a Policy on
a range of services, including audit and assurance,
Related Party Transactions which is available
taxation, advisory and accounting. The firm has
on Company’s website www.tanfac.com. The
significant experience in providing auditing,
Policy intends to ensure that proper reporting,
taxation and advisory services to leading banks
approval and disclosure processes are in place for
and corporates in the manufacturing, services
all transactions between the Company and the
and financial services sectors. Your Company’s
Related Parties.
Board of Directors, upon the recommendation of
The Company has obtained necessary prior the Audit Committee, proposes their appointment
omnibus approval from the Board pertaining to for a term of 5 years subject to the approval of
Related Party Transactions which were in the Members. Resolution seeking their appointment
ordinary course of business and on an arm’s forms part of the Notice convening the AGM.
length basis. All such transactions which are of The Report given by the Auditors on the financial
repetitive nature and / or entered in the Ordinary statements of the Company forms part of the
Course of Business and are at Arm’s Length are Annual Report. There were no qualifications,
placed before the Audit Committee on a quarterly reservations or adverse remarks made by the
basis for its review and approval. Auditors in their report.
AUDITORS & AUDITORS' REPORT: AUDITORS’ CERTIFICATE ON CORPORATE
In terms of the provisions of Section 139 of the GOVERNANCE
Act and the Companies (Audit and Auditors) As required under SEBI (Listing Obligations and
Rules, 2014, M/s. Khimji Kunverji & Co., Disclosure Requirements) Regulations, 2015,
(“KKC”) Chartered Accountants, Mumbai (Firm Compliance Certificate on Corporate Governance
Registration No.105146W) were re-appointed as given by the Statutory Auditors, viz., M/s.Khimji
Statutory Auditors of the Company for a second Kunverji & Co., is forming part of the Annual
term of five years from the conclusion of the Report.
42nd AGM held on 28th September, 2016 up
to the conclusion of the 47th AGM to be held COST AUDITOR
in 2021. M/s. KKC has been in office for more The Board of Directors of the Company has,
than ten years & completed their two five- on recommendation of the Audit Committee,
year terms with the Company. In compliance approved the appointment of Shri N. Krishna
with the provisions of the Act, your Company Kumar, Cost Accountant, Cuddalore (Membership
will have to appoint a new auditor in their No.27885) for conducting the audit of cost
place. Accordingly, your Company’s Board of records of the Company pertaining to Inorganic
Directors, upon the recommendation of the Audit and Organic products manufactured by the
Committee, proposes appointment of M/S Singhi Company covered under Central Excise Tariff
& Co., Chartered Accountants, Calcutta (Firm Heading Chapter Nos. 28 and 29 respectively in
Registration No.302049E) for a term of 5 years, compliance with The Companies (Cost Records
subject to the approval of Members in this AGM. and Audit) Rules, 2014.

45
BOARD’S REPORT

The Board of Directors at their meeting responsibilities and laid down the procedure to
held on 7th May, 2021, have appointed assess the risk and minimization procedures.
Shri N. Krishnakumar, Cost Accountant as cost The Risk Management includes identifying
auditor for the Financial Year 2021-22 and types of risks and its assessment, risk handling
necessary filing has been made with the Central
& monitoring and reporting. The Board through
Government.
the Audit Committee shall also be responsible
SECRETARIAL AUDIT REPORT for framing, implementing and monitoring the
The Board, in their meeting held on 10th February risk management plan for the company. The
2021, has appointed Ms. Kalyani Srinivasan details of identified risk and mitigation plan would
(Practicing Company Secretary, Chennai (C.P. be reviewed by the internal Committee and
No.3109 & FCS No.5854) to conduct Secretarial forwarded to the Audit Committee of the Board
Audit for the Financial Year 2020-21, which,
with their recommendation for its review every
inter alia, includes audit of compliance with the
quarter.
Companies Act, 2013, and the Rules made under
the Act, Listing Agreement and Regulations The details of Risk Management as practiced by
and Guidelines prescribed by the Securities and the Company are provided as part of Management
Exchange Board of India. Discussion and Analysis Report.
The Secretarial Audit Report as required under
POLICIES
Section 204 of The Companies Act, 2013 read
with Rule 9 of The Companies (Appointment and The SEBI (Listing Obligations and Disclosure
Remuneration of Managerial Personnel) Rules, Requirements) Regulations, 2015, mandated
2014, is furnished under Annexure – C, does not the formulation of certain policies for all listed
contain any qualification, reservation or adverse
entities. The policies are reviewed periodically
remark.
by the Board and updated based on need
RISK MANAGEMENT POLICY and new compliance requirements and are
The Company has internally constituted a Risk available in the Company’s official website viz.,
Management Committee to define its roles and www.tanfac.com.

46
BOARD’S REPORT

Name of Policy Brief description Web URL


The policy to regulate all transactions between
http://www.tanfac.
the Company and its Related Parties in compliance
Related Party com/documents/ policy_
with various applicable laws, including under The
Transaction Materiality_Of_Related_
Companies Act, 2013/SEBI (LODR) Regulations,
Party_Transactions.pdf
2015
SEBI (prohibition The Policy provides for fair disclosure of unpublished http://www.tanfac.com/
of Insider Trading) price sensitive information in dealing with securities documents/policy_sebi.
Regulations, 2015 of the Company. pdf
The Company has established a vigil mechanism
Whistle Blower for its Directors and Employees to report their http://www.tanfac.
Policy (vigil genuine concerns or grievances or violation of the com/documents/policy_
mechanism) Company’s code of conducts and ethics, which will Whistle_Blower.PDF
be monitored by the Audit Committee
Criteria for making Except sitting fee for attending Board, Audit http://www.tanfac.com/
payment to Non Committee and Stakeholders Relationship Committee documents/who_non_
Executive Directors meetings NO other remuneration paid to Directors. executive_directors.pdf
Policy for
This Policy facilitating prompt disclosure of material
determi-nation http://www.tanfac.com/
price sensitive information to the listed Stock
of materiality of documents/policy_matrl_
Exchange(s) prepared in terms of SEBI (LODR)
information or event.pdf
Regulations, 2015.
event
The policy framed for archival of the Company’s http://www.tanfac.
Policy on Archival
records as required under SEBI (LODR) Regulations, com/documents/policy_
of documents
2015 archival_policy.pdf
Policy on The policy deals with retention of documents in http://www.tanfac.
preservation of permanent nature and not less than eight years after com/documents/policy_
documents completion of the relevant transactions., preservation_Doc.pdf

DIRECTOR RETIRING BY ROTATION: The terms and conditions of appointment of


Independents Directors, in line with the provisions
In terms of Articles of Association of the Company, of Schedule IV of the Companies Act, 2013 are
Mr. Kalyan Ram Madabhushi, Director, retires by available in the Company’s official website link
rotation and being eligible, offers himself for re- viz.., http://www.tanfac.com/documents/who_
appointment. appointment_independent_directors.pdf
DECLARATION BY INDEPENDENT DIRECTORS: All Independent Directors of your Company
have registered their name in the data bank
The Independent Directors of your Company have
maintained with the Indian Insitute of Corporate
given their certificate of independence to your
Affairs, Manesar in terms of the provisions of the
Company stating that they meet the criteria of
Companies (Appointment and Qualification of
independence as mentioned under Section 149 Directors) Rules, 2014.
(6) of the Companies Act, 2013. The details of
the training and familiarization programmes and BOARD EVALUATION:
the Annual Board Evaluation process for Directors The evaluation of Board of Directors and the
have been provided in the Corporate Governance Board, as required under Section 149(8) of The
Report. Companies Act, 2013, read with Schedule IV

47
BOARD’S REPORT

under Chapter VIII were done through selected FAMILIRISATION PROGRAMME :


parameters related to their roles, responsibilities
The Familiarization Programme as required under
and obligations of the Board and functioning of
SEBI (LODR) Regulations, 2015, aims at providing
the Committee.
insights into the Company to enable Independent
Pursuant to SEBI (Listing Obligations and Directors to understand their roles, rights,
Disclosure Requirements) Regulations, 2015, the responsibilities as Directors of the Company, the
key function of the Board of Directors includes – nature of the industry in which the Company
• 
To review and guide Corporate Strategy, operates, business model of the Company. The
major Plan of Action, Risk Policy, Annual details of training programme are provided in
Budgets & Business Plans, setting the Company’s website under URL – http://
Performance Objectives. www.tanfac.com/documents/who_directors_
familiarization_programme.pdf
• 
Monitoring the effectiveness of the
Company’s governance practices. NUMBER OF MEETINGS OF THE BOARD
• 
Ensuring the integrity of the Company’s During the Financial Year 2020 - 21, the Board
Accounting and Financial Reporting Systems, met five times and further details are provided in
including the Independent Audit. the Report on Corporate Governance that forms
• To provide strategic guidance. part of this Annual Report. The time gap between
two meetings as required under the Listing
• 
To maintain high ethical standards in the
Agreement was well within the period.
interest of the stakeholders.
• 
To exercise objective independent judgement BOARD COMMITTEES
on corporate affairs. Presently, the Board has four Committees, viz.,
Accordingly, the performance of the Board Audit Committee, Nomination and Remuneration
was evaluated after seeking inputs from all the Committee, Stakeholders’ Relationship
directors on the basis of the criteria such as the Committee and CSR Committee comprising of
board composition and structure, effectiveness the required combination of Non-Independent and
of board processes, information and functioning, Independent Directors. For further details please
etc. Similar evaluation was carried out by the refer to the Report on Corporate Governance
Committee of the Board of Directors after seeking section of the Annual Report.
their inputs. EXTRACT OF ANNUAL RETURN
SEPARATE INDEPENDENT DIRECTORS’ The details forming part of the extracts of Annual
MEETINGS: Return under Form MGT-9, pursuant to the
The Independent Directors met once during the provisions of Section 92 Read with Rule 12 of
year in the absence of Non-Independent Director the Companies (Management and administration)
and discussed inter alia the performances of Rules, 2014 is furnished in the Annexure – C.
Non-Independent Directors, Senior Management
INTERNAL FINANCIAL CONTROL (IFC):
including Key Managerial persons and the Board
as a whole. They have also reviewed the quality, The Internal Financial control (IFC) stipulates a
quantity and timeliness of the flow of information process designed to provide reasonable assurance
between the Company management and the regarding the reliability of financial reporting
Board. and the preparation of financial statements for

48
BOARD’S REPORT

external purposes in accordance with generally MANAGEMENT’S DISCUSSION AND ANALYSIS


accepted accounting principles. REPORT

The observations by the Internal Auditors and As required under Regulation 34(2)(e) of SEBI
corrective actions thereon are presented at (Listing Obligations and Disclosure Requirements)
the Audit Committee which also oversees and Regulations, 2015, read with the Listing
evaluates the IFC periodically. Agreement, the Management’s Discussion and
Analysis Report (MD&A) for the year under
The Directors Responsibility Statement required
review has been made & forming part of the
under Section 13(3)(c) of The Companies Act,
Annual Report.
2013, are available elsewhere in the Directors’
Report. PERSONNEL:

CORPORATE GOVERNANCE: Apart from remuneration to the Managing


Director as per terms of appointment approved by
Your Company is strongly committed towards
the members, except for sitting fees for attending
its philosophy of Corporate Governance. The
meeting of the Board & Board Committees, no
Corporate Governance Report, along with the other remuneration is being paid to other directors.
Auditors certificate regarding compliance of
the conditions of the Corporate Governance Pursuant to Section 197(12) of The Companies
as stipulated in Schedule V of SEBI (Listing Act, 2013, read with Rule 5(2) of The Companies
Obligations and Disclosure Requirements) (Appointment and Remuneration of Managerial
Regulations, 2015 read with Listing Agreement is Personnel) Rules, 2014, the details of disclosure
forming part of the Annual Report. of remuneration paid to the employee(s) are
covered under the specified ceiling of drawing
A Certificate of the MD and CFO of the Company, remuneration of `8.50 Lakhs per month are
in terms of Regulation 17(8) as specified in Part B furnished in Annexure – D.
of Schedule II read with SEBI (LODR) Regulations,
2015, confirming the correctness of the Financial Disclosure pertaining to remuneration and other
Statements, adequacy of the Internal Control details as required under Section 197(12) of the
measures and reporting of matters to the Audit Act read with Rule 5(1) and Rule 5(2) of the
Committee, is annexed. Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are furnished
Your directors are pleased to report that the in Annexure - D.
Company has fully complied with the SEBI
guidelines and Corporate Governance as on KEY MANAGERIAL PERSONNEL:
Financial Year ended 31st March, 2021 and will In terms of the provisions of Section 203 of the
continue to comply with the same. Act, Mr. K. Sendhil Naathan, Managing Director,
Mr. N.R. Ravichandran, Chief Financial Officer
INSURANCE
and Mrs. Archana. T, Company Secretary are the
The Company’s properties, Fixed Assets Key Managerial Personnel of your Company.
(including Building, Plant and Machinery & other
INDUSTRIAL RELATIONS:
insurable assets) and Currents Assets (including
stock of Raw Materials, Finished Goods, Stores Employee relations continued to be cordial
and Spares etc.,) are adequately insured. throughout the year. The whole-hearted support

49
BOARD’S REPORT

of employees in the implementation of WCM, SAFETY, HEALTH AND ENVIRONMENT


ISO-9002 systems and ISO 14001 amply PROTECTION (SHE):
demonstrate the high level of team work, sense
Your Company is committed to Safety, Health
of belonging to the organization, and solidarity
and Environmental Management System and
with the Management.
processes.
RESEARCH AND DEVELOPMENT:
Your Company has successfully installed the
Your company has made the following efforts in New HF Kiln and revamped some of the existing
Research & Development. equipments to improve Safety & Reliability of the
Plant Operations.
• R&D Engineers have successfully worked in
changing the design of new HF Kiln which is Your Company has made considerable spending
expected to significantly reduce the specific on improving Safety aspects of the plant in FY-
consumption norms of input materials and 21 and has focused plan to continue the same in
utilities. FY-22 also.

• 
Your R&D Engineers have developed In line with Aditya Birla Group Sustainability
innovative design in fabrication of Heat Frame works, your Company implements various
exchanger in HF Plant which has resulted Technical and Management standards related to
in reduction in R&M Expenses & improved Safety, Health and Environment through Enablon
reliability of equipment performance. Software.

• Your Company’s effort in changing design of Your Company has an Integrated Management
Hot Air Generator has resulted in improving System (IMS) Certified by Intertek Certification
work environment and reduction in fuel Limited, UK for ISO 9001–2015-Quality
consumption Management System (QMS), ISO14001-2015
-Environmental Management System (EMS) and
• 
R&D Team’s Continuous efforts, helped ISO 45001:2018 for Occupational Health and
to improve Quality of HF Acid for high Safety Management Systems.
end application. More work is in progress
to further improve the Quality meeting Additional measures taken to fight COVID19:
Your Company has conducted wide awareness
the stringent customized requirements /
Campaign on COVID-19 to its employees
specifications of some of the customers.
including Contract employees and Residential
• 
Your R&D Team implemented innovative Colony members on the need to Vaccinate
ideas to increase the productivity of one of and general awareness from time to time. This
the specialty Fluorides without any major includes frequent talk by Factory Medical Officer
investment and achieved breakthrough in on various preventive and protective measures to
getting approval for the product from a few be adopted by the individual employee and hourly
reputed customers meeting their stringent announcement through Public Addressing System
product Quality requirements. (PAS)
• Continuous efforts and out of box thinking Your Company has Constituted Corona Action
by Engineers towards Energy conservation Response Entity (CARE) with Cross functional
measures have resulted in reduction in members headed by Factory Medical Officer who
Average Power and Fuel Costs. is a senior medical practitioner and a retired District

50
BOARD’S REPORT

Medical Officer. This Committee along with and Delivery along with Environmental Impact to
other Functional Heads is continuously updating prevent pollution and to comply with requirements
the prepared TANFAC Restart on Ultimate Safe of customers and interested parties and public.
Tracks (TRUST) -Corona Management Manual in
SUSTAINABLE DEVELOPMENT – COMMUNITY
line with Government Policies introduced from
DEVELOPMENT INITIATIVES – CORPORATE
time to time covering Vaccination Policy, various
SOCIAL RESPONSIBILITY (CSR):
Standard Operating Procedures starting from
awareness to Employees about Corona Virus, CSR is a continuing commitment by business
Importance of body Temperature recording, Social to behave ethically and contribute to economic
distancing, Sanitization, Self declaration and development of the local community and society
Scenario Planning, Preparation for Monitoring, at large. Creating value for the society is one of
Responding, and assist Employees. the major initiatives of CSR.
You Company ensures stringent implementation In terms of the provisions of Section 135 of
of Safety and Environment Protection measures the Act read with the Companies (Corporate
and the Board has mandated accordingly. Safety Social Responsibility Policy) Rules, 2014,
visuals, pictorials and sign boards are implemented the Board of Directors of your Company has
across the plant areas. constituted a Corporate Social Responsibility
Your Company Periodically Conducts Safety (“CSR”) Committee chaired by Mr. V.T.Moorthy,
Audit and Risk Assessment to monitor risks and Independent Director. Other Members of the CSR
to have action plan for countering the risks. Your Committee are Mr. M.R.Sivaraman, IAS Retd.,
Directors also periodically reviews the safety Independent Director; Mr.R.Karthikeyan, Non-
Performance. Executive and Non-independent Director and Mrs.
R.Rajalakshmi, Independent Director.
Your Company periodically conducts onsite
mock drills and actively coordinates with the Your Company also has in place a CSR Policy
local Government and other nearby companies & which is available at – TANFAC-CSR-Policy.pdf .
customers.
Your Company’s CSR activities are focused on
Your company has entered in to an agreement Social Empowerment and Welfare, Infrastructure
with neighboring companies for mutual sharing Development, Sustainable Livelihood, Healthcare
of safety resources during mock drill and during and Education. Various activities across these
emergencies. segments have been initiated during the year
Your Company motivates employees, workers around the plant location, neighbouring villages
and contract workmen through training and around Cuddalore and Cuddalore District.
retraining on safety aspects and also rewards best Focused areas are Education, Health, Sustainable
performers in Safety & Environmental aspects. Livelihood, Infrastructure development and social
Your company maintains green belt inside and empowerment. All our CSR activities are carried
outside the factory premises. out under the support and guidelines of Aditya
Birla Centre for Community Initiatives and Rural
MANAGEMENT POLICY
Development. Your company is carrying out
We at TANFAC Industries Limited are committed its community welfare activities in and around
to continual improvement of the processes of Cuddalore for more than a decade to underserved
Management System affecting Quality, Cost, communities.

51
BOARD’S REPORT

Your company motivates and encourages its management process. Initiatives like robust talent
employees to actively participate in the various reviews, career development conversations and
community development and CSR activities. best-in-class development opportunities will
help enhance the employee experience at your
During the year `37.98 lakhs was spent on
Company
CSR activities which constitutes 2.03% of the
average net profits of the last 3 financial years. Your Company is engaged in a constructive
A detailed report on CSR initiatives is annexed as relationship with employees with an emphasis
Annexure ‘E’ to this report. on productivity and efficiency and underlining
safe working practices. As on 31st March, 2021,
PREVENTION OF SEXUAL HARASSMENT OF
your Company’s employee strength was 135
WOMEN AT WORKPLACE:
employees (previous year 144 employees).
Your Company has zero tolerance for sexual
ACKNOWLEDGEMENT:
harassment at workplace. The Company has
adopted a Policy on Prevention, Prohibition and Your directors wish to express their appreciation
Redressal of Sexual Harassment at workplace in for the continued assistance and cooperation of
line with the provisions of Sexual Harassment of the consortium banks, Government authorities,
Women at Workplace (Prevention, Prohibition and customers, vendors and members during the year
Redressal) Act, 2013 (POSH Act) and the Rules under review.
framed thereunder. Your Company has complied On behalf of the Directors and all shareholders,
with provisions relating to the constitution I would like to place on record my sincere
of Internal Complaints Committee under the appreciation of the committed services by the
POSH Act. During the year under review your entire TANFAC family, comprising officers, staff
Company did not receive any complaint of sexual and workers.
harassment.
Finally, I look forward to your continued
HUMAN RESOURCES DEVELOPMENT: understanding and support in taking your
Human resources play a significant role in your Company forward in these challenging times.
Company’s growth strategy. Your Company
believes that its knowledge capital will drive
growth and profitability. The ongoing focus is on
attracting, retaining and engaging talent with the
objective of creating a robust talent pipeline at
all levels. Your Company’s Employee Engagement
Score reflects high engagement and pride in being
part of the organization. For and on behalf of the Board

The Group’s Corporate Human Resources Chennai(R. KARTHIKEYAN)


plays a critical role in your Company’s talent 13th August, 2021. Director

52
ANNEXURE – A TO BOARD’S REPORT

Particulars of Energy Conservation, Technology (c) 


Steps taken by the Company for utilizing
Absorption and Foreign Exchange Earnings and alternate sources of energy
Outgo required under The Companies (Accounts) No alternate sources of energy were utilized
Rules, 2014 in the process carried out in the product
1. CONSERVATION OF ENERGY mentioned in Sl. No1 (b) above.

(a) Steps taken for Conservation of Energy (d) 


The capital investment on energy
conservation equipment
Your Company has adopted various Energy
` 65 Lakhs
Conservation measures during the Financial
Year 2020-21 at its manufacturing facility at RESEARCH AND DEVELOPMENT AND
Cuddalore, viz., Hydrofluoric Acid, Sulphuric TECHNOLOGY ABSORPTION :
Acid and Specialty Fluorides plants. Your Company –
(b) Major Energy Conservation initiatives taken • Is working on diversification into Specialty
during the Financial Year 2020 -21 : Chemicals through its R&D Team.
• 
Continuous efforts made by the R&D &
• 
Vapour Absorption Machine was
Process Improvement team to increase
installed to produce Chilled water from
the productivity of one of the specialty
waste heat.
Fluorides have yielded good results both
• Variable Frequency Drives were installed in terms of productivity increase without
in few more equipments to optimise significant investment and improved quality
energy consumption. to meet stringent requirements of certain key
customers.
• 
Revamping of Insulation and other
• Continue to work on Improving Quality of
changes made in Heat Exchanger to Hydrofluoric acid to meet Specific Customer
improve performance of Sulphuric requirements.
acid plant, has resulted in increased
• Works on various water reduction schemes
Steam generation, thereby increasing and continues to operate the scheme
the Renewable Energy Generation and implemented for reducing water consumption
reducing Average Power Cost. and the effluent discharge by effective
• 
Process improvements done in recycling in the plant.
optimizing the refrigeration requirement • Continues to recycle the solid waste generated
in HF plant to reduce power cost. by the Company in a Cement Industry to
focus on environment conservation.
• Installation of LED lightings in phased
• 
Has successfully implemented schemes to
manner helped in energy conservation. consistently achieve increased captive power
• 
Your Company continues to work on generation and reduced Average Power Cost
various energy conservation measures TECHNOLOGY ABSORPTION
in Power Plant and all process plants.
• Your Company forms cross functional teams
The Company has achieved significant cost to optimize the existing processes through
savings through these initiatives in-house efforts.

53
ANNEXURE – A TO BOARD’S REPORT

• 
Continuous implementation of Sustainable of transactions carried out during the year and
Business practices, rewarding of ideas, reasonably present the Company’s financial
recognizing the work performance through conditions and results of operations.
issue of Applaud & Spot Awards in various
Your Directors further confirm that –
categories and Shabbash cards have
motivated young Engineers / Scientists (a) 
in the preparation of the annual accounts
to come up with creative ideas to for the year ended March 31, 2021, the
improve efficiency in areas of Production, applicable accounting standards read with
Energy Savings, Water Conservation, requirements set out under Schedule III to
Waste Minimization, Safety and System the Act, have been followed and there are no
Improvements. material departures from the same;
A. 
FOREIGN EXCHANGE EARNING AND (b) the Directors have selected such Accounting
OUTGO : Policies and applied them consistently and
 (` in Lakhs) made judgements and estimates that are
reasonable and prudent so as to give a true
Details 2020-21 2019-20
and fair view of the state of affairs of the
Forex Earned 1,118.44 1,433.70 Company as at March 31, 2021 and of the
Forex used 5,325.27 5,607.28 profit of the Company for the year ended on
Details of technology imported during the past that date;
five years: (c) the Directors have taken proper and sufficient
care for the maintenance of adequate
Year Technology imported Status
Accounting Records in accordance with the
- NIL - provisions of the Act for safeguarding the
DIRECTORS’ RESPONSIBILITY STATEMENT AS assets of the Company and for preventing
REQUIRED UNDER SECTION 134(3)(C) OF THE and detecting fraud and other irregularities;
COMPANIES ACT, 2013.
(d) 
the Directors have prepared the annual
Your Directors would like to inform members that accounts on a ‘going concern’ basis;
the Financial Statements of the Audited Accounts
(e) the Directors have laid down Internal Financial
for the Financial Year 2020 - 21 are prepared
Controls to be followed by the Company
in accordance with mandatory Accounting
and that such Internal Financial Controls are
Standards as prescribed under Section 133 of
adequate and are operating effectively; and
The Companies Act, 2013 (‘the Act’), read with
Rule 7 of The Companies (Accounts) Rules, 2014 (f) 
the Directors have devised proper systems
and are in full conformity with the requirement to ensure compliance with the provisions of
of the Act. They believe that the Financial all applicable laws and that such systems are
Statements reflect fairly the form and substance adequate and operating effectively.

54
ANNEXURE - B TO BOARD’S REPORT

Form No. MR-3


SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and Remuneration Personnel)
Rules, 2014]

To
The Members,
TANFAC INDUSTRIES LIMITED
14 SIPCOT Industrial Complex
CUDDALORE – 607 005
I have conducted the Secretarial Audit of the compliance of applicable Statutory provisions and
the adherence to good corporate practices by TANFAC INDUSTRIES LIMITED (hereinafter called
"the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing my opinion
thereon.
Based on my verification of the TANFAC INDUSTRIES LIMITED books, papers, minute books,
forms and returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the conduct
of Secretarial Audit, I hereby report that in my opinion, the company has, during the audit period
covering the Financial Year ended on 31st March, 2021, complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, Minute Books, forms and returns filed and other records
maintained by TANFAC INDUSTRIES LIMITED (“the Company”) for the financial year ended on
31st March, 2021, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there Under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to
the extent of foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings:- Not Applicable
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’):-
(a) 
The Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015;
(b) 
The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations,2011;

55
ANNEXURE – B TO BOARD’S REPORT

(c) 
The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations,2015;
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 – Not Applicable.
(f) 
The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations,2008 – Not Applicable;
(g) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer
Agents) Regulations,1993 regarding the Companies Act and dealing with client;
(h) 
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 - Not Applicable
and
(i) The Securities and Exchange Board of India (Buy back of Securities) Regulations,1998
- Not Applicable;
(vi) Other laws applicable to the company as per the representation made by the Management
(a) The Explosives Act, 1884.
(b) The Narcotic Drugs and psychotropic Substances Act, 1985
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreement entered in to by the Company with BSE Limited.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
I further report that the Board of Directors of the Company is duly constituted with proper balance
of Non-Executive Directors and Independent Directors. There was change in the composition
of the Board of Directors during the period under review. Adequate Notices were given to all
directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the
meeting. Majority decision is carried through by the Directors and there were No dissenting views
by any Directors/Members of the board during the period under the review.
I further report that on the examination of the relevant documents and records and based on
the information provided by the company, its officers and authorized representatives during
the conduct of the audit and also on the review of monthly compliance reports by respective
department heads, taken on record by the Board of Directors of the company. In my opinion
that there are adequate systems and processes and control mechanism exist in the company
commensurate with the size and operations of the company to monitor and ensure compliance

56
ANNEXURE – B TO BOARD’S REPORT

with applicable other general laws, rules, regulations and guidelines including Industrial Laws,
Labour laws.
I further report that I have conducted online verification and examination of records, as facilitated
by the Company, due to Covid 19, for the purpose of issuing this report.
I further report that the compliance by the company of the applicable financial laws like direct and
indirect tax laws has not been reviewed in this Audit since the same have been subject to review
by statutory financial auditor.
Signature:

 KALYANI SRINIVASAN
Place: Chennai FCSNo.5854
Date : 03.05.2021 CP No.6047
UDIN: F005854C000228857
Note; This report is to be read with our letter of even date which is annexed as Annexure A and form
part of this report.

ANNEXURE TO SECRETARIAL AUDIT REPORT


To
The Members
TANFAC Industries Limited
Cuddalore
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. 
I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records. The verification was
done on the random test basis to ensure that correct facts are reflected in secretarial records. I
believe that the processes and practices I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and book of accounts
of the company
4. Where required I have obtained the Management representation about the compliance of laws,
rules and regulations and happening of events etc.
5. 
The compliance of the provisions of corporate and other applicable laws, rules, regulations,
standards is the responsibility of the management.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company
nor of the efficacy or effectiveness with which the management has conducted the affairs of the
Company
Signature:

 KALYANI SRINIVASAN
Place: Chennai FCSNo.5854
Date : 03.05.2021 CP No.6047
UDIN: F005854C000228857

57
ANNEXURE - C TO BOARD’S REPORT

FORM NO.MGT-9
EXTRACT OF ANNUAL RETURN
(AS ON THE FINANCIAL YEAR ENDED 31ST MARCH, 2020)
[Pursuant to Section 92(3) of The Companies Act, 2013 and Rule 12(1) of The Companies
(Management and Administration Rules, 2014]
I. REGISTRATION AND OTHER DETAILS :
CORPORATED IDENTIFICATION NUMBER (CIN) L24117TN1972PLC006271
Registration Date 20.12.1972
Name of the Company TANFAC INDUSTRIES LIMITED
Category/Sub-category of the Company Public Company / Limited by shares
14, SIPCOT Industrial Complex, Kudikadu
CUDDALORE – 607 005, TAMIL NADU
Address of the Registered Office and contact details TEL: +91-41-4142-239001 TO 239005
FAX: +91-41-4142-239008
Email: invreln.tanfac@adityabirla.com
Whether listed company YES
Integrated Registry Management Services
Private Limited
“Kences Towers”, Second Floor
No.1 Ramakrishna Street
Name, Address and contract details of Registrar and
Off. North Usman Road, T. Nagar
Transfer Agent, if any
CHENNAI – 600 017
TEL: +91-44-28140801 to 803
FAX: +91-44-2814279 / 28143378
Email: corpserv@integratedindia.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
% to total
Sl. Name and Description of
NIC code of the product / service* turnover of
No. main products/services
the Company
20119 Manufacture of organic and inorganic
1. Aluminium Fluoride 2%
chemical compounds n.e.c.
20112 Manufacture of inorganic acids except
2. AHF Acid and Sulphuric Acid 60%
nitric acid
3. Specialty Chemicals 20116 Manufacture of basic chemical elements 38%
* As per National Industrial Classification – Ministry of Statistics and Programme Implementation.
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Holding/ %of
Sl. Applicable
Name of Company Address of Company CIN / GLN Subsidiary/ Shares
No. Section
Associate held
- NIL -

58
ANNEXURE - C TO BOARD’S REPORT

IV. SHAREHOLDING PATTERN (Equity Share Capital break up as percentage of total Equity)
(i) Category-wise Shareholding
No. of shares held at the No. of shares held at
%
beginning of the year (as on 01.04.2020) the end of the year (as on 31.3.2021)
change
Category of Shareholder % of
% of total during
Demat Physical Total total Demat Physical Total
shares the year
shares
A. PROMOTER
(1) INDIAN
a) Individual/HUF - - - - - - - - -
b) Central Govt. - - - - - - - - -
c) State Govt(s) 25,95,000 - 25,95,000 26.020 25,95,000 - 25,95,000 26.020 -
d) Bodies Corporate 24,88,652 - 24,88,652 24.950 24,88,652 - 24,88,652 24.950 -
e) Banks/FI - - - - - - - - -
f) 
Any other –
Mr A.K. Agarwala
1,150 - 1,150 0.010 1150 - 1,150 0.010 -
– Director (person
acting in concert)
SUB-TOTAL A(1) 50,84,802 - 50,84,802 50.980 50,84,802 - 50,84,802 50.980 -
(1) FOREIGN
a) 
Individuals
- - - - - - - - -
(NRIs/others)
b) Bodies Corporate - - - - - - - - -
c) Banks/FI - - - - - - - - -
d) Any other - - - - - - - - -
SUB-TOTAL A(2) - - - - - - - - -
TOTAL SHAREHOLDING
OF PROMOTER(A)=(A) 50,84,802 - 50,84,802 50.980 50,84,802 - 50,84,802 50.980 -
(1)+A(2)
B. PUBLIC
-
SHAREHOLDING :
1. INSTITUTIONS
a) Mutual Funds/UTI - 5,550 5,550 0.060 - 5,550 5,550 0.060 -
b) Banks/FIs 700 - 700 0.010 700 - 700 0.010 -
c) Central Govt. - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) 
Venture Capital
- - - - - - - - -
Funds
f) 
Insurance
- - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) 
Foreign Venture
- - - - - - - - -
Capital Funds

59
ANNEXURE - C TO BOARD’S REPORT

No. of shares held at the No. of shares held at


%
beginning of the year (as on 01.04.2020) the end of the year (as on 31.3.2021)
change
Category of Shareholder % of
% of total during
Demat Physical Total total Demat Physical Total
shares the year
shares
i) 
Alternative
- - - - - - - - -
Investment Fund
SUB-TOTAL B(1) 700 5,550 6,250 0.070 700 5,550 6,250 0.070 -
2. NON
INSTITUTIONS
a) Bodies Corporate
i) Indian 16,49,022 5,825 16,54,847 16.590 17,54,027 5,825 17,59,852 17.640 1.050
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual
Shareholders
holding nominal 19,83,540 2,95,160 22,78,700 22.840 19,39,890 2,90,755 22,30,645 22.360 (0.480)
share capital up to
`1 Lakh
ii) 
Individual
Shareholders
holding nominal 5,22,397 5,22,397 5.240 4,11,672 4,11,672 4.130 (1.110)
share capital in
excess of `1 Lakh
c) Others
i) Directors’ relatives 100 250 350 0.000 100 250 350 0.000 -
ii) NRIs 31,771 3,600 35,371 0.350 62,630 3,600 66,230 0.660 0.310
iii) Clearing Member 4,028 - 4,028 0.040 19,116 - 19,116 0.190 0.150
iv) Trust 450 - 450 0.000 100 - 100 0.000 0.000
v) LLP 40,000 - 40,000 0.400 48,628 - 48,628 0.490 0.090
vi) 
Investor Education
3,47,805 - 3,47,805 3.490 3,47,355 - 3,47,335 3.480 (0.010)
and Protection Fund
SUB-TOTAL B(2) 45,79,113 3,04,835 48,83,948 48.960 45,83,518 3,00,430 48,83,948 48.960 -
Total Public Share-
45,79,813 3,10,385 48,90,198 49.020 45,84,218 3,05,980 48,90,198 49.020 -
holding(B)=(1)+b(2)
C. Shares held by
custodian for GDRs/ - - - - - - - - -
ADRs
GRAND TOTAL
96,64,615 3,10,385 99,75,000 100.000 96,69,020 3,05,980 99,75,000 100.000 -
(A)+(B)+(C)

60
ANNEXURE - C TO BOARD’S REPORT

(ii) Shareholding of Promoters


Shareholding at the
Share holding at the end of

% change in share holding


beginning of the year (as on
the year (as on 31.3.2021)
01.4.2020)

during the year


% of total Shares of

% of total Shares of
%of Shares Pledged

%of Shares Pledged


/ encumbered to

/ encumbered to
Sl

the Company

the company
total shares

total shares
Shareholder’s Name
No.
No. of No. of
Shares Shares

1 TAMILNADU INDUSTRIAL
DEVELOPMENT 25,95,000 26.015 - 25,95,000 26.015 - -
CORPORATION LIMITED
2 BIRLA GROUP HOLDINGS
19,90,652 19.956 - 19,90,652 19.956 - -
PRIVATE LIMITED
3 PILANI INVESTMENT
AND INDUSTRIES 4,98,000 4.992 - 4,98,000 4.992 - -
CORPORATION LIMITED

Total 50,83,652 50.963 - 50,83,652 50.963 - -

(iii) Change in Promoters’ Shareholding


Shareholding at the beginning Cumulative Shareholding during
Sl. of the year (as on 01.4.2020) the year (as on 31.3.2021)
Particulars
No. No. of % of total shares No. of % of total shares
shares of the company shares of the company
1 At the beginning of the year 50,83,652 50.963 50,83,652 50.963

Date wise Increase /


2 Decrease in Promoters Share - - - -
holding during the year

3 At the End of the year 50,83,652 50.963 50,83,652 50.963

HENCE THERE IS NO CHANGE IN PROMOTERS’ SHAREHOLDING

61
ANNEXURE - C TO BOARD’S REPORT

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs):
Shareholding at the Cumulative Shareholding
beginning of the year during the year
Sl
Name of the Shareholder (as on 01.04.2020) (as on 31.03.2021)
No.
No. of % of total No. of % of total
Shares shares Shares shares
1 KAMALJYOT INVESTMENTS LIMITED
PAN :AAACK3258K
Opening Balance as on 31/03/2020 8,30,925 8.330
10/04/2020 5,894 0.059 8,36,819 8.389
17/04/2020 10,137 0.102 8,46,956 8.491
08/05/2020 1,500 0.015 8,48,456 8.506
15/05/2020 8,881 0.089 8,57,337 8.595
22/05/2020 3,105 0.031 8,60,442 8.626
29/05/2020 8,653 0.087 8,69,095 8.713
05/06/2020 21,603 0.217 8,90,698 8.929
12/06/2020 15,925 0.160 9,06,623 9.089
19/06/2020 17,394 0.174 9,24,017 9.263
26/06/2020 18,475 0.185 9,42,492 9.449
30/06/2020 13,076 0.131 9,55,568 9.580
03/07/2020 13,399 0.134 9,68,967 9.714
10/07/2020 7,936 0.080 9,76,903 9.794
Closing Balance as on 31/03/2021 9,76,903 9.794
2 ANSHUL SPECIALTY MOLECULES
PAN :AABCA4003H
Opening Balance as on 30/03/2020 7,15,970 7.178
17/04/2020 4,000 0.040 7,19,970 7.218
08/05/2020 2,686 0.027 7,22,656 7.245
15/05/2020 62 0.001 7,22,718 7.245
Closing Balance as on 31/03/2021 7,22,718 7.245
INVESTOR EDUCATION AND
3
PROTECTION FUND AUTHORITY
PAN :EXEMPTCATG
Opening Balance as on 31/03/2020 3,47,805 3.487
30/09/2020 (50) (0.001) 3,47,755 3.486
11/12/2020 (100) (0.001) 3,47,655 3.485
26/02/2021 (300) (0.003) 3,47,355 3.482
Closing Balance as on 31/03/2021 3,47,355 3.482

62
ANNEXURE - C TO BOARD’S REPORT

Shareholding at the Cumulative Shareholding


beginning of the year during the year
Sl
Name of the Shareholder (as on 01.04.2020) (as on 31.03.2021)
No.
No. of % of total No. of % of total
Shares shares Shares shares
4 SRINIVAS B S
PAN :ABPPS0088L
Opening Balance as on 31/03/2020 1,27,533 1.279
Closing Balance as on 31/03/2021 1,27,533 1.279
5 LINCOLN P COELHO
PAN :AEGPC1227D
Opening Balance as on 31/03/2020 50,000 0.501
Closing Balance as on 31/03/2021 50,000 0.501
6 SAYURI TRADING
PAN :ADBFS6428A
Opening Balance as on 31/03/2020 40,000 0.401
Closing Balance as on 31/03/2021 40,000 0.401
7 MANGAYYAMMA KAKARALA
PAN :AFYPK2721F
Opening Balance as on 31/03/2020 34,989 0.351
Closing Balance as on 31/03/2021 34,989 0.351
8 ANIL BHAVANJI SHAH
PAN :AAKPS1665F
Opening Balance as on 31/03/2020 25,198 0.253
15/01/2021 (25,000) (0.251) 198 0.002
Closing Balance as on 31/03/2021 198 0.002
9 PURVESH VASANTLAL MEHTA
PAN :ACSPM6300K
Opening Balance as on 31/03/2020 25,000 0.251
Closing Balance as on 31/03/2021 25,000 0.251
10 Ajai Hari Dalmia
PAN :AADPD6743J
Opening Balance as on 31/03/2020 24,096 0.242
07/08/2020 (24,096) (0.242) - -
Closing Balance as on 07/08/2020 - -

63
ANNEXURE - C TO BOARD’S REPORT

Shareholding at the Cumulative Shareholding


beginning of the year during the year
Sl
Name of the Shareholder (as on 01.04.2020) (as on 31.03.2021)
No.
No. of % of total No. of % of total
Shares shares Shares shares
11 KAKARALA RAJENDRA VARA
PRASADA RAO HUF
PAN :AACHK4580M
Opening Balance as on 31/03/2020 22,000 0.221
Closing Balance as on 31/03/2021 22,000 0.221
12 M. M. BAFNA (HUF)
PAN :AADHM9768C
Opening Balance as on 31/03/2020 20,500 0.206
27/11/2020 (2,000) (0.020) 18,500 0.185
22/01/2021 (15,703) (0.157) 2,797 0.028
29/01/2021 (2,797) (0.028) - -
Closing Balance as on 29/01/2021 - -
13 Chaitanya Dalmia
PAN :AADPD7921N
Opening Balance as on 31/03/2020 20,500 0.206
14/08/2020 (20,500) (0.206) - -
Closing Balance as on 14/08/2020 - -

DEEPAK JAIN
14
PAN :AFTPJ8183R
Opening Balance as on 31/03/2020 20,000 0.201
07/08/2020 (4,000) (0.040) 16,000 0.160
14/08/2020 191 0.002 16,191 0.162
28/08/2020 3,809 0.038 20,000 0.201
Closing Balance as on 31/03/2021 20,000 0.201
15 SHEETAL RAJMAL MEHTA
PAN :BSSPM7857E
Opening Balance as on 31/03/2020 20,000 0.201
Closing Balance as on 31/03/2021 20,000 0.201

64
ANNEXURE - C TO BOARD’S REPORT

(v) Shareholding of Directors and Key Managerial Personnel:

Cumulative

Increase/ Decrease
Shareholding at

in Share-holding
Shareholding during
the beginning of
the year / at the end

Reason
Sl. the year (as on
Name of Director and KMP of the year (as on
No. 01.04.2019)
31.3.2020)
No.of % of total No. of % of total
Shares shares Shares shares
1. Mr Kalyan Ram Madabhushi - - - - - -
2. Mr V.T. Moorthy - - - - - -
3. Mr M.R. Sivaraman, IAS (Retd.) - - - - - -
4. Mr R. Karthikeyan - - - - - -
5. Dr. Shankar Narasimhan - - - - - -
6. Mrs. R. Rajalakshmi - - - - - -
7. Mr.K.Sendhil Naathan - - - - - -
8. Mr.N.R. Ravichandran 50 - - - 50 -
9. Mrs.Archana .T - - - - - -
a. INDEBTEDNESS
V. Indebtedness of the Company including interest outstanding/ accrued but not due for payment:
 (` in Lakhs)
Secured Loans Unsecured Total
Deposits
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year (01.4.2020) :
i) Principal Amount 39.58 - - 39.58
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 39.58 - - 39.58
Change in Indebtedness during the financial year ;
Addition - - - -
Reduction (39.58) - - (39.58)
Net Change (39.58) - - (39.58)
Indebtedness at the end of the financial year (31.03.2021) :
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

65
ANNEXURE - C TO BOARD’S REPORT

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL:


A. Remuneration to Mr. K. Sendhil Naathan, Managing Director :
Sl.No. Particulars of Remuneration ` in Lakhs*
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of
95.20
The Income Tax Act,1961
(b) Value of perquisites under Section 17(2) of The Income
4.42
Tax Act,1961
2. Stock Option -
3. Sweat Equity -
4. Commission- as % of profit -
5. Others -
TOTAL 99.62
*Appointed as Director and designated as MD from 27th August 2020.
B. Remuneration to other Directors :
Except sitting fee no other remuneration was paid to Directors during the financial year 2020 -21.
The details are as follows:
Particulars of remuneration - Sitting fee
(Amount ` in Lakhs)
Sl. Investors/
Name
No. Board Audit Stakeholders Total fee
Meeting Committee Relationship paid
Committee
I. INDEPENDENT DIRECTORS :
1. MR V.T. MOORTHY 1.00 1.00 0.40 2.40
2. MR M.R. SIVARAMAN, IAS (RETD.) 1.00 1.00 0.40 2.40
3. DR. SHANKAR NARAISMHAN 0.80 1.00 - 1.80
4. SMT. R. RAJALAKSHMI 0.80 0.40 - 1.20
TOTAL (I) 3.60 3.40 0.80 7.80
II. OTHER NON EXECUTIVE DIRECTORS :
1. MR KALYAN RAM MADABHUSHI - - - -
2. MR R. KARTHIKEYAN 0.80 0.80 0.30 1.90
TOTAL (II) 0.80 0.80 0.30 1.90
TOTAL B = (I) + (II) 4.40 4.20 1.10 9.70

66
ANNEXURE - C TO BOARD’S REPORT

C. Remuneration Key Managerial Personnel other than MD/Manager/WTD: (` in Lakhs)


Key Managerial Personnel
Sl. Cheif Financial Company
Particulars of Remuneration Total
No. Officer Secretary
(N.R. Ravichandran) (Archana .T)
1. Gross Salary
(a) Salary as per provisions contained
in Section 17(1) of The Income Tax 52.70 6.40 59.10
Act, 1961
(b) Value of perquisites under Section
0.36 0.48 0.84
17(2) of The Income Tax Act, 1961
(c) Profit in lieu of salary under Section
- - -
17(3) of The Income Tax Act, 1961
2. Stock Option
3. Sweat Equity Not Applicable
4. Commission – as % of profit
5. Others - - -
TOTAL 53.06 6.88 59.94
Note: Mr. K.Sendhil Naathan was appointed as Director and designated as Managing Director effective
from 27th August 2020 at the same remuneration as he was drawing as Chief Executive Officer. Hence
his particulars for whole year has been included in S.No. A.above.
b. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
Details of
Section of the Penalty/ Authority Appeal
TYPE Companies Brief Description Punishment/ (RD/NCLT/ made, if
Act Compounding COURT) any
fees imposed
A. COMPANY
Penalty
Punishment - NIL -
Compounding
DIRECTORS
Penalty
Punishment - NIL -
Compounding
OTHER OFFICERS IN DEFAULT
Penalty
Punishment - NIL -
Compounding

67
ANNEXURE - D TO BOARD’S REPORT

Details pertaining to remuneration as required under Section 197(12) of The Companies Act, 2013,
read with Rule 5(1) of The Companies (Appointment and Remuneration of Management Personnel)
Rules, 2014 :
1. The ratio of the remuneration of each director to the median remuneration of the employees of the
Company for the financial year;
The percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary for the financial year 2020-21 and Ratio of remuneration of Director to the medium
remuneration of the employees of the Company for the financial year is as under:
# Remuneration of % increase in Ratio of remuneration
Particulars of Director and Other
Director and KMP for remuneration in of each Director to
S.No Key Managerial Personnel (KMP)
financial year financial year medium remuneration
and Designation
2020-21 (` in lacs) 2020-21 of employees
1. Mr Kalyan Ram Madabhushi,
- Not Applicable -
Non-Executive Director
2. Mr. R.Karthikeyan,
- Not Applicable -
Non Executive Director
3 Mr V.T. Moorthy,
- Not Applicable -
Independent Director
4 Mr M.R. Sivaraman, IAS (Retd),
- Not Applicable -
Independent Director
5 Dr. Shankar Narasimhan,
- Not Applicable -
Independent Director
6 Mrs. R. Rajalakshmi,
- Not Applicable -
Independent Director
7 Mr.K.Sendhil Naathan,
99.62 Nil 20.75:1
Managing Director
8 Mr.N.R.Ravichandran,
53.06 Nil Not Applicable
Chief Financial Officer
9 Mrs. Archana.T,
6.88 Nil Not Applicable
Company Secretary
# Excluding Sitting Fees.
Except sitting fee no other remuneration paid to Independent and Non-Executive Directors.
(iv) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year;
The average increase in remuneration paid to the Managing Director, Company Secretary and
Chief Financial Officer during the year was at Nil.
(v) The percentage increase in the median remuneration of employees in the financial year;
During the Financial year 2020-21, there was an increase of Nil over the previous financial year, in
the Median remuneration of the employees. The calculation of percentage increase in the Median
remuneration is based on comparable employees.
(vi) The number of permanent employees on the rolls of company;
There were 135 permanent employees on the rolls of the Company as on 31st March, 2021.

68
ANNEXURE - D TO BOARD’S REPORT

(vii) Average percentile increases already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration;
Average increase for MD, CFO and the Company Secretary was at Nil compared to Nil increase
considered for other Non-Managerial Personnel.
(viii) Affirmation that the remuneration is as per the remuneration policy of the company.
It is hereby affirmed that the remuneration paid to employees is as per the Group HR Policy duly
adopted by the Company through its Nomination and Remuneration Committee.

69
ANNEXURE - E TO BOARD’S REPORT

ANNUAL REPORT ON CSR INITIATIVES


1. A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed
to be undertaken and a reference to the web-link to the CSR policy and projects or programmes
To actively contribute to the social and economic development of the underserved communities,
lifting the burden of poverty and helping bring in inclusive growth and in doing so, build a
better, sustainable way of life for the weaker sections of society and raise the Country’s Human
Development Index. The projects which are identified includes Education, Health Care, Sustainable
Livelihood, Infrastructure Development and Women and Social Empowerment.
The Company has framed a CSR Policy in compliance with the provisions of the Companies
Act, 2013 and the same is available on the weblink http://www.tanfac.com/policy.php. The
CSR Policy, inter alia, covers the concept (CSR philosophy, snapshot of activities undertaken
by the Company and applicability, scope (area/localities to be covered and activities), resources,
identification and approval process (resources/fund allocation, identification process and approval
process) modalities of execution and implementation and monitoring.
2. The Composition of the CSR Committee
Mr. V.T.Moorthy, Chairman
Mr.M.R.Sivaraman, IAS (Retd)
Mr.R.Karthikeyan
Mrs. R.Rajalakshmi
3. Average net profit of the Company for last three financial years - `1,870.31 lakhs
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) - `37.41 lakhs
5. Details of CSR spend during the financial year
(a) Total amount to be spent for the financial year – `37.41 lakhs
(b) Amount actually spent on CSR activities – `37.98 lakhs
(c) Amount unspent, if any Nil
Manner in which amount spent is detailed below:
6. In case the Company has failed to spend the two percent of the average net profit of the last
three financial years or any part thereof, the Company shall provide the reasons for not spending
the amount in its Board report.
Not Applicable
7. A responsibility statement of the CSR Committee that the implementation and monitoring of
CSR Policy, is in compliance with CSR objectives and Policy of the Company.

70
ANNEXURE - E TO BOARD’S REPORT

Details of Amount spent: (` in Lakhs)


Projects or Amount
programs spent on the
(1) Local area projects or
Amount Cummulative Amount
Sector in or other programs
CSR Project / Outlay expenditure spent: Direct
which the (2) Specify Sub Heads
S.No / Activity Project / upon the or through
project is the state and 1. Direct
Identified Program- reporting implementing
covered district where Expenditure
wise period agency
projects or on projects /
programs was programmes
undertaken 2. Overheads
1 Contribution Anandham
towards Higher Cuddalore Youth
Education
Education District, Tamil 15.00 15.00 15.00 Foundation,
promotion
Support Nadu Chennai, Tamil
Nadu
2 Contribution to
Social Through
District Collector Cuddalore
Infrastructure District
for providing District, Tamil 3.00 3.00 3.00
/ Adminstration,
CCTV system in Nadu
Empowerment Cuddalore
public places
3 Contribution
Sri Lakshmi
towards Cuddalore
Education Hayagriva
Computers / District, Tamil 4.81 4.81 4.81
promotion Trust,
Laptops & CCTV Nadu
Cuddalore
Cameras
4 Distribution
of rice (5,500
Kgs), Sanitizers,
Covid-19 Cuddalore
Masks, Face
Relief District, Tamil 3.65 3.65 3.65 Direct
Shields, Vitamin
Measures Nadu
C / Zinc tablets,
etc., at nearby
villages
5 Contribution
towards new The Cuddalore
Cuddalore
beds, utencils Social Education
District, Tamil 1.50 1.50 1.50
and furnitures to Empowerment Foundation
Nadu
Old Age Home Trust
run by the Trust
6 Contributions
towards
Through
various public Cuddalore
Social District
infrastructure District, Tamil 3.00 3.00 3.00
Infrastructure Adminstration,
projects Nadu
Cuddalore
through District
Administration
7 Contribution Cuddalore,
towards New Villupuram
Health and LEEF Trust
RO System for Districts, Tamil 1.50 1.50 1.50
Infrastructure Dialysis Centre
Dialysis Centre Nadu and
Pondicherry
8 Towards
Cuddalore
projectors for Education
District, Tamil 2.10 2.10 2.10 Direct
Government promotion
Nadu
School

71
ANNEXURE - E TO BOARD’S REPORT

Projects or Amount
programs spent on the
(1) Local area projects or
Amount Cummulative Amount
Sector in or other programs
CSR Project / Outlay expenditure spent: Direct
which the (2) Specify Sub Heads
S.No / Activity Project / upon the or through
project is the state and 1. Direct
Identified Program- reporting implementing
covered district where Expenditure
wise period agency
projects or on projects /
programs was programmes
undertaken 2. Overheads
9 Towards
Vocational
Cuddalore
Training Women
District, Tamil 0.75 0.75 0.75 Direct
(Tailoring Empowerment
Nadu
& Tanjore
Paintings)
10 Towards Tree
Guards (60 Nos)
in public places Environment Cuddalore
in the nearby &Social District, Tamil 1.47 1.47 1.47 Direct
villages of Infrastructure Nadu
factory location,
Cuddalore.
11 Support to Annai
Alamelu Old Age
Cuddalore
Home, Cuddalore Social
District, Tamil 0.98 0.98 0.98 Direct
towards Solor Empowerment
Nadu
Lights and
blankets
12 Distribution of
study support
materials to Cuddalore
Education
Rasapettai & District, Tamil 0.22 0.22 0.22 Direct
promotion
Sothikuppam Nadu
Government
Schools
Total 37.98 37.98 37.98

The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance
with the CSR objectives and policy of the Company.

(V.T.Moorthy)  (M.R.Sivaraman)
Director &  Director &
Chairman – CSR Committee  Member – CSR Committee
DIN – 00007648 DIN - 00020075

Place: Cuddalore
Date: May 07, 2021

72
FINANCIAL
STATEMENTS

73
INDEPENDENT AUDITOR’S REPORT

To the Members of Tanfac Industries Limited the financial statements under the provisions
of the Act and the Rules thereunder; and we
Report on the Audit of the Ind AS Financial
have fulfilled our other ethical responsibilities
Statements
in accordance with these requirements and
Opinion the Code of Ethics. We believe that the audit
1. We have audited the accompanying Ind AS evidence we have obtained is sufficient and
Financial Statements of Tanfac Industries appropriate to provide a basis for our opinion.
Limited (‘the Company’), which comprise the Emphasis of Matter
Balance Sheet as at March 31, 2021, the
Statement of Profit and Loss (including Other 3. 
Attention is invited to Note No 28.11 to
Comprehensive Income), the Statement of the Ind AS Financial Statements regarding
Changes in Equity and the Statement of Cash the uncertainties arising out of the
Flows for the year then ended, and notes to outbreak of COVID-19 pandemic and the
the Ind AS financial statements, including a assessment made by the management on its
summary of significant accounting policies operations and financial reporting for the year
and other explanatory information. In our ended March 31, 2021; such an assessment
opinion and to the best of our information and the outcome of the pandemic, as
and according to the explanations given made by the management, is dependent
to us, the aforesaid Ind AS Financial on the circumstances as they evolve in
Statements give the information required the subsequent periods. Our report is not
by the Companies Act, 2013 (‘the Act’) in modified in respect of this matter.
the manner so required and give a true and Key Audit Matters
fair view in conformity with the accounting
principles generally accepted in India, of 4. Key audit matters are those matters that, in
the state of affairs of the Company as at our professional judgement, were of most
March 31, 2021, its profit (including other significance in our audit of the Ind AS Financial
comprehensive income), changes in equity Statements for the year under audit. These
and its cash flows for the year ended on that matters are addressed in the context of our
date. audit of the Ind AS financial statements as a
whole, and in forming our opinion thereon,
Basis for Opinion we do not provide a separate opinion on
2. 
We conducted our audit in accordance such matters. Based on our judgement, we
with the Standards on Auditing (“SAs”) have determined that there is no key audit
specified under Section 143(10) of the Act. matter to be communicated in our report.
Our responsibilities under those Standards
Information Other than the Financial Statements
are further described in the Auditor’s
and Auditor’s Report Thereon
Responsibilities for the Audit of the Ind AS
Financial Statements Section of our report. 5. 
The Company’s Board of Directors is
We are independent of the Company in responsible for the preparation of the other
accordance with the Code of Ethics issued information, comprising of the information
by the Institute of Chartered Accountants included in the Management Discussion
of India (‘ICAI’) together with the ethical and Analysis, Directors’ Report including
requirements that are relevant to our audit of Annexures to Directors’ Report, Corporate

74
INDEPENDENT AUDITOR’S REPORT

Governance and such other disclosures for safeguarding of the assets of the Company
related Information, excluding the Ind and for preventing and detecting frauds and
AS Financial Statements and auditors other irregularities; selection and application
report thereon (‘Other Information’). The of appropriate accounting policies; making
other information is expected to be made judgments and estimates that are reasonable
available to us after the date of this auditors’ and prudent; design, implementation and
report. Our opinion on the Ind AS financial maintenance of adequate internal financial
statements does not cover the other controls, that were operating effectively for
information and we do not express any form ensuring the accuracy and completeness
of assurance conclusion thereon. of the accounting records, relevant to the
preparation and presentation of the Ind
In connection with our audit of the Ind AS
AS Financial Statements that give a true
Financial Statements, our responsibility
and fair view and are free from material
is to read the other information when it
misstatement, whether due to fraud or
becomes available and, in doing so, consider
error. In preparing the Ind AS Financial
whether the other information is materially
Statements, management is responsible for
inconsistent with the Ind AS Financial
assessing the Company’s ability to continue
Statements or our knowledge obtained during
as a going concern, disclosing, as applicable,
the course of our audit or otherwise appears
matters related to going concern and using
to be materially misstated. When we read
the going concern basis of accounting unless
the other Information and if we conclude that
management either intends to liquidate the
there is a material misstatement therein, we
Company or to cease operations, or has no
are required to communicate the matter to
realistic alternative but to do so.
those charged with governance as required
under SA 720 'The Auditor's responsibilities The Board of Directors are also responsible
Relating to other Information' for overseeing the Company’s financial
reporting process.
Responsibility of Management for Ind AS Financial
Statements Auditor’s Responsibilities for the Audit of the Ind
AS Financial Statements
6. 
The Company’s Board of Directors is
responsible for the matters stated in 7. 
Our objectives are to obtain reasonable
Section 134(5) of the Act with respect to assurance about whether the Ind AS Financial
the preparation of these Ind AS Financial Statements, as a whole are free from material
Statements that give a true and fair view of misstatement, whether due to fraud or error,
the financial position, financial performance and to issue an auditor’s report that includes
including other comprehensive income, our opinion. Reasonable assurance is a high
changes in equity and cash flows of the level of assurance, but is not a guarantee that
Company in accordance with the accounting an audit conducted in accordance with SAs
principles generally accepted in India, will always detect a material misstatement
including the Indian Accounting Standards when it exists. Misstatements can arise from
specified under prescribed Section 133 of fraud or error and are considered material if,
the Act. This responsibility also includes individually or in the aggregate, they could
maintenance of adequate accounting records reasonably be expected to influence the
in accordance with the provisions of the Act economic decisions of users taken on the

75
INDEPENDENT AUDITOR’S REPORT

basis of these Ind AS Financial Statements. Comprehensive Income, the Statement


Our audit process in accordance with the of Changes in Equity and the Cash Flow
SAs is narrated in Annexure 1 to this report. Statement dealt with by this Report are
in agreement with the books of account.
Other Matters
d. 
In our opinion, the aforesaid Ind AS
8. 
The entire audit finalization process was
Financial Statements comply with the
carried from remote locations i.e. other
Accounting Standards specified under
than the office/plant of the Company where
Section 133 of the Act, read with
books of account and other records are kept,
Rule 3 of the Companies (Accounting
based on data/details or financial information
Standards) Rules, 2015.
provided to us through digital medium, owing
to lockdown imposed by the Government e. 
On the basis of the written
to restrict the spread of COVID19. Being representations received from the
constrained, we resorted to and relied upon directors as on March 31, 2021, taken
the results of the related alternate audit on record by the Board of Directors,
procedures to obtain appropriate audit none of the directors is disqualified as on
evidence for the significant matters in course March 31, 2021 from being appointed
of our audit. Our report is not modified in as a director in terms of Section 164 (2)
respect of this matter. of the Act.

Report on Other Legal and Regulatory f. 


With respect to the adequacy of
Requirements the internal financial controls over
financial reporting of the Company and
9. 
As required by the Companies (Auditor’s
the operating effectiveness of such
Report) Order, 2016 (‘the Order’), issued by
controls, refer to our separate Report in
the Central Government of India in terms of
Annexure 3.
sub-Section (11) of Section 143 of the Act,
we give in the Annexure 2, a statement on g. In terms of provisions of Section 197(16)
the matters specified in paragraphs 3 and 4 of the Act, as per the information and
of the Order. explanations given, we report that
the managerial remuneration paid
10. 
As required by Section 143(3) of the Act,
by the Company to its Directors is in
we report that:
accordance with provisions of Section
a. 
We have sought and obtained all the 197 of the Act.
information and explanations which to
h. 
With respect to the other matters to
the best of our knowledge and belief
be included in the Auditor’s Report
were necessary for the purposes of our
in accordance with Rule 11 of the
audit.
Companies (Audit and Auditors) Rules,
b. In our opinion, proper books of account 2014, in our opinion and to the best of
as required by law have been kept by our information and according to the
the Company so far as it appears from explanations given to us, we report as
our examination of those books. under:
c. 
The Balance Sheet, the Statement (i) 
The Company has disclosed the
of Profit and Loss including Other impact of pending litigations on

76
INDEPENDENT AUDITOR’S REPORT

the financials position in its Ind AS to be transferred to the Investor


Financial Statements. Refer Note Education and Protection Fund by
no. 28.4 to the Ind AS Financial the Company.
Statements.
(ii) The Company has made provision, For Khimji Kunverji & Co LLP
as required under the applicable Chartered Accountants
law or accounting standards, for Firm’s Registration No.: 105146W / W-100621
material foreseeable losses, if any,
on long-term contracts including
 Praveen Kumar Daga
derivative contracts Refer Note
Partner
28.4(f) to the Ind AS financial
 Membership No. 143762
statements.
 ICAI UDIN: 20143762AAAABT2997
(iii) 
There has been no delay in Camp: Bengaluru
transferring amounts, required Date: May 07, 2021

77
ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

Annexure 1 to the Independent Auditors’ Report to the members of Tanfac Industries Limited
[referred to in para 7 titled ‘Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements’]
As part of our audit in accordance with SAs we such disclosures are inadequate, to modify
exercise professional judgment and maintain our opinion. Our conclusions are based on
professional scepticism throughout the audit. We the audit evidence obtained up to the date of
also: our auditor’s report. However, future events
or conditions may cause the Company to
• 
Identify and assess the risks of material
cease to continue as a going concern.
misstatement of the financial statements,
whether due to fraud or error, to design • Evaluate the overall presentation, structure,
and perform audit procedures responsive to and content of the financial statements,
those risks, and obtain audit evidence that is including the disclosures, and whether the
sufficient and appropriate to provide a basis financial statements represent the underlying
for our opinion. The risk of not detecting a transactions and events in a manner that
material misstatement resulting from fraud achieves fair presentation.
is higher than for one resulting from error, • 
Communicate with those charged with
as fraud may involve collusion, forgery, governance regarding, among other matters,
intentional omissions, misrepresentations, or the planned scope and timing of the audit
the override of internal control. and significant audit findings, including any
• Obtain an understanding of internal control significant deficiencies in internal control
relevant to the audit in order to design that we identify during our audit. We also
audit procedures that are appropriate in provide those charged with governance
the circumstances. Under Section 143(3) with a statement that we have complied
(i) of the Act, we are also responsible for with relevant ethical requirements regarding
expressing our opinion on whether the independence, and to communicate with
Company has adequate internal financial them all relationships and other matters that
controls system in place and the operating may reasonably be thought to bear on our
effectiveness of such controls. independence, and where applicable, related
safeguards.
• Evaluate the appropriateness of accounting
policies used and the reasonableness of • From the matters communicated with those
accounting estimates and related disclosures charged with governance, we determine
made by management. those matters that were of most significance
in the audit of the financial statements
• 
Conclude on the appropriateness of of the current period and are therefore
management’s use of the going concern the key audit matters. We describe these
basis of accounting and, based on the matters in our Auditor’s Report unless law
audit evidence obtained, whether a material or regulation precludes public disclosure
uncertainty exists related to events or about the matter or when, in extremely
conditions that may cast significant doubt rare circumstances, we determine that a
on the Company’s ability to continue as a matter should not be communicated in our
going concern. If we conclude that a material report because the adverse consequences of
uncertainty exists, we are required to draw doing so would reasonably be expected to
attention in our auditor’s report to the related outweigh the public interest benefits of such
disclosures in the financial statements or, if communication.

78
ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

Annexure 2 to the Independent Auditors’ Report to the members of Tanfac Industries Limited
[referred to in para 9 under ‘Report on Other Legal and Regulatory Requirements’]
i. (a) 
The Company has maintained proper loans given, investments made, guarantees
records showing full particulars, given and security provided.
including quantitative details and
v. 
In our opinion and according to the
situation of fixed assets.
information and explanations given to us,
(b) The Company has a regular program of the Company has not accepted any deposits
physical verification of its fixed assets from the public during the year in terms of
by which all fixed assets are verified in the provisions of Sections 73 to 76 or any
a phased manner over a period of three other relevant provisions of the Act and
years. In our opinion, this periodicity of the rules framed there under. Accordingly,
physical verification is reasonable having paragraph 3(v) of the Order is not applicable
regard to the size of the Company and to the Company.
the nature of its assets. Pursuant to
the program, certain fixed assets were vi. 
We have broadly reviewed the books of
physically verified by the Management. account maintained by the Company as
In our opinion, and according to the specified under Section 148(1) of the Act,
information and explanations given for maintenance of cost records in respect
to us, no material discrepancies were of products manufactured by the Company,
noticed on such verification. and are of the opinion that prima facie, the
prescribed accounts and records have been
(c) 
In our opinion and according to the made and maintained. However, we have
information and explanations given to
not made a detailed examination of the cost
us and on the basis of our examination
records with a view to determine whether
of the records of the Company, the title
they are accurate or complete.
deeds of immovable properties are held
in the name of the Company. vii. In respect of Statutory dues:
ii. The Inventories (other than goods-in-transit) (a) 
According to the information and
have been physically verified during the year explanations given to us and on the basis
by the management. In our opinion, the of our examination of the records of the
frequency of such verification is reasonable. Company, amounts deducted/accrued
As informed, the discrepancies noticed on in the books of account in respect of
verification between the physical stocks and undisputed statutory dues including
the book records were not material. Provident Fund, Income-tax, Sales-tax,
iii. 
In our opinion and according to the Service tax, Goods and Service Tax,
information and explanations given to us, the Cess and other material statutory dues
Company has not granted any loans, secured generally have been regularly deposited
or unsecured to companies, firms, limited during the year by the Company with
liability partnerships or other parties covered the appropriate authorities. There are
in the register maintained under Section 189 no undisputed statutory dues payable
of the Act. Accordingly, paragraph 3(iii) of in respect to the above statues,
the Order is not applicable to the Company. outstanding as at March 31, 2021 for a
period of more than six months from the
iv. In our opinion and according to the information
date they became payable.
and explanations given to us, the Company
has complied with the provisions of Sections Pending Export Obligation as on March
185 and 186 of the Act, with respect to the 31,2021 is of `87.92 lakhs.

79
ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

Period to
Amount
which the
Unpaid/
Amount Forum where Dispute is
Nature of Statue Nature of Dues (refund)
Relates Pending
Rs. In
(Assessment
lakhs
Year)
Levy of sales tax from
1989-90 & Appeal before Tamil Nadu
TNGST Act, 1959 sales affected through 52.77
1990-91 Sales Tax Appellate Tribunal
Pondicherry
Duty on fluorspar
Custom Act, 1962 1998-99 Customs Officer 10.79
shipment shortage
Replacement of
equipment claimed as
revenue expenditure,
Income Tax Act, Income Tax Appellate
reclassified by Dept. as 2002-03 85.39
1961 Tribunal
capital expenditure [tax
demanded] (Including
Interest)
Service Tax on Lease 2001-02 to The Commissioner/The Asst.
12.30
Finance Act, 1994 Rent 2004-05 Commissioner, Pondicherry
(Service Tax) Reversal of ITC on sales The Asst. Commissioner.
2012-13 1.51
to SEZ in other state (CT) (FAC), Cuddalore Taluk.
Appeal against
Assessment orders of 2014-15 to Appellate Deputy
Central Sales Tax 246.86
FY14-15 to 17-18 for 2017-18 Commissioner of CT
shortfall of C-Forms

viii. According to the information and explanations during the course of our audit.
given to us, and based on the records of the
xi. According to the information and explanations
Company, the Company has not defaulted
given to us and based on our examination of
in the repayment of loans or borrowings to
the records of the Company, the Company has
Banks. Company has not taken any loan
paid/provided for managerial remuneration
from financial institutions, government and
in accordance with the requisite approvals
Debenture Holder
mandated by the provisions of Section 197
ix. In our opinion and according to the information read with Schedule V to the Act.
and explanations given to us, Company did
xii. 
In our opinion and according to the
not raise any money by way of initial public
information and explanations given to us,
offer (including debt instruments) and loans.
the Company is not a Nidhi company.
Hence, paragraph 3(ix) of the Order is not
Accordingly, paragraph 3(xii) of the Order is
applicable.
not applicable.
x. 
According to the information and
xiii. 
According to the information and
explanations given to us, no fraud by the
explanations given to us and based on our
Company or on the Company by its officers
examination of the records of the Company,
or employees has been noticed or reported

80
ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

transactions with the related parties are in with directors or persons connected with
compliance with Sections 177 and 188 of them. Accordingly, paragraph 3(xv) of the
the Act where applicable and details of such Order is not applicable to the Company.
transactions have been disclosed in the Ind
xvi. 
According to the information and
AS Financial Statements as required under
explanations given to us, the Company is not
applicable Indian Accounting Standards (Ind
required to be registered under Section 45 -
AS).
IA of the Reserve Bank of India Act, 1934.
xiv. According to the information and explanations Accordingly, paragraph 3(xvi) of the Order is
given to us and based on our examination of not applicable to the Company.
the records of the Company, the Company
has not made any preferential allotment
or private placement of shares or fully or For Khimji Kunverji & Co LLP
partly convertible debentures during the Chartered Accountants
year. Accordingly, reporting under paragraph Firm’s Registration No.: 105146W / W-100621
3(xiv) of the Order is not applicable to the
Company.  Praveen Kumar Daga
Partner
xv. According to the information and explanations  Membership No. 143762
given to us and based on our examination of  ICAI UDIN: 20143762AAAABT2997
the records of the Company, the Company Camp: Bengaluru
has not entered into non-cash transactions Date: May 07, 2021

81
ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

Annexure 3 to the Independent Auditors’ Report to the members of Tanfac Industries Limited
[referred to in paragraph 10(f) under ‘Report on Other Legal and Regulatory Requirements’]

Report on the Internal Financial Controls under policies, the safeguarding of its assets, the
Clause (i) of Sub-Section 3 of Section 143 of the prevention and detection of frauds and errors,
Act the accuracy and completeness of the accounting
records, and the timely preparation of reliable
We have audited the internal financial controls
financial information, as required under the Act.
over financial reporting of Tanfac Industries
Limited (‘the Company’) as at March 31, 2021 in Auditors’ Responsibility
conjunction with our audit of the Ind AS Financial
Our responsibility is to express an opinion on
Statements of the Company for the year ended
on that date. the Company's internal financial controls over
financial reporting based on our audit. We
Opinion conducted our audit in accordance with the
In our opinion considering the nature and size of Guidance Note on Audit of Internal Financial
the operations, the Company has, in all material Controls Over Financial Reporting (the “Guidance
respects, an adequate internal financial controls Note”) and the Standards on Auditing, issued by
system over financial reporting and such internal ICAI and deemed to be prescribed under Section
financial controls over financial reporting were 143(10) of the Act, to the extent applicable to
operating effectively, barring the scope of an audit of internal financial controls, both issued
improvement of effectiveness in some areas, as by the ICAI. Those Standards and the Guidance
at March 31, 2021, based on the internal control Note require that we comply with ethical
over financial reporting criteria established by the requirements and plan and perform the audit
Company considering the essential components to obtain reasonable assurance about whether
of internal control stated in the Guidance Note on adequate internal financial controls over financial
Audit of Internal Financial Controls Over Financial reporting was established and maintained and if
Reporting issued by the ICAI. such controls operated effectively in all material
respects.
Management’s Responsibility for Internal Financial
Controls Our audit involves performing procedures to
The Company’s management is responsible for obtain audit evidence about the adequacy of the
establishing and maintaining internal financial internal financial controls system over financial
controls based on the internal control over reporting and their operating effectiveness. Our
financial reporting criteria established by the audit of internal financial controls over financial
Company considering the essential components reporting included obtaining an understanding of
of internal control stated in the Guidance Note internal financial controls over financial reporting,
on Audit of Internal Financial Controls over assessing the risk that a material weakness
Financial Reporting issued by the Institute of exists, and testing and evaluating the design and
Chartered Accountants of India (“ICAI”). These operating effectiveness of internal control based
responsibilities include the design, implementation on the assessed risk. The procedures selected
and maintenance of adequate internal financial depend on the auditor’s judgment, including the
controls that were operating effectively for assessment of the risks of material misstatement
ensuring the orderly and efficient conduct of its of the Ind AS Financial Statements, whether due
business, including adherence to the company’s to fraud or error.

82
ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

We believe that the audit evidence we have unauthorised acquisition, use, or disposition
obtained is sufficient and appropriate to provide of the Company's assets that could have
a basis for our audit opinion on the Company’s a material effect on the Ind AS Financial
internal financial controls system over financial Statements.
reporting.
Inherent Limitations of Internal Financial Controls
Meaning of Internal Financial Controls Over Over Financial Reporting
Financial Reporting
Because of the inherent limitations of internal
A Company's internal financial control over financial controls over financial reporting,
financial reporting is a process designed to provide
including the possibility of collusion or improper
reasonable assurance regarding the reliability of
management override of controls, material
financial reporting and the preparation of financial
misstatements due to error or fraud may occur
statements for external purposes in accordance
and not be detected. Also, projections of any
with generally accepted accounting principles. A
evaluation of the internal financial controls over
Company's internal financial control over financial
reporting includes those policies and procedures financial reporting to future periods are subject
that: to the risk that the internal financial control
over financial reporting may become inadequate
(a) pertain to the maintenance of records that, because of changes in conditions, or that
in reasonable detail, accurately and fairly the degree of compliance with the policies or
reflect the transactions and dispositions of
procedures may deteriorate.
the assets of the Company.
(b) 
provide reasonable assurance that
transactions are recorded as necessary For Khimji Kunverji & Co LLP
to permit preparation of Ind AS Financial Chartered Accountants
Statements in accordance with generally Firm’s Registration No.: 105146W / W-100621
accepted accounting principles, and that
receipts and expenditures of the Company Praveen Kumar Daga
are being made only in accordance with Partner
authorisations of management and directors Membership No. 143762
of the Company; and ICAI UDIN: 20143762AAAABT2997
(c) 
provide reasonable assurance regarding Camp: Bengaluru
prevention or timely detection of Date: May 07, 2021

83
BALANCE SHEET AS AT 31ST MARCH 2021

 (` in Lakhs)
As at As at
Particulars Note
31-Mar-2021 31-Mar-2020
ASSETS
1) Non-Current Assets
a) Property, Plant and Equipment 2 4,006.72 3,295.84
b) Capital Work in Progress 2 289.80 627.43
c) Financial Assets
i) Investments 3 132.05 98.25
ii) Other Financial Assets 4 6.54 4.72
d) Other Non-Current Assets 5 84.75 95.25
Total Non-Current Assets (A) 4,519.86 4,121.49
2) Current Assets
a) Inventories 6 2,470.46 1,698.68
b) Financial Assets
i) Investments 7 2,136.97 -
ii) Trade Receivables 8 1,601.26 1,794.33
iii) Cash & Cash Equivalents 9 238.12 0.06
iv) Bank balances other than (ii) above 9 397.01 2.75
v) Loans & Advances 10 0.94 0.75
c) Other Current Assets 11 662.15 1,291.87
Total Current Assets (B) 7,506.91 4,788.44
Total Assets (A+B) 12,026.77 8,909.93
EQUITY & LIABILITIES
Equity
a) Equity Share Capital 12 997.50 997.50
b) Other Equity 13 7,326.07 5,522.21
Total Equity (C) 8,323.57 6,519.71
Liabilities
1) Non-Current Liabilities
a) Provisions 14 43.58 57.51
b) Deferred Tax Liability (net) 393.54 476.83
Total Non Current Liabilities (D) 437.12 534.34
2) Current Liabilities
a) Financial Liabilities
i) Borrowings 15 - 39.58
ii) Trade Payables 16
- Outstanding Dues of Micro and Small Enterprises 134.45 224.98
-O utstanding Dues of Creditors other than Micro
2,496.80 844.87
and Small Enterprises
b) Other Current Liabilities 17 237.96 179.25
c) Provisions 18 396.87 567.20
Total Current Liabilities (E) 3,266.08 1,855.88
TOTAL EQUITY AND LIABILITIES (C+D+E) 12,026.77 8,909.93
Significant Accounting Policies, Key Accounting Estimates
1
and Judgements.
The accompanying Notes are an integral part of the
Financial Statements.

As per our report on even date attached For and on behalf of the Board of Directors of
For Khimji Kunverji & Co LLP TANFAC Industries Limited
Chartered Accountants CIN: L24117TN1972PLC006271
K.Sendhil Naathan M.R.Sivaraman
Managing Director Director
DIN: 08850046 DIN: 00020075
Praveen Kumar Daga N.R.Ravichandran R.Karthikeyan
Partner (143762) Chief Financial Officer Director
DIN: 00824621
Camp : Bengaluru Archana.T
Date: May 7, 2021 Company Secretary

84
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2021

 (` in Lakhs)
As at As at
Particulars Note
31-Mar-2021 31-Mar-2020
INCOME
Revenue from Operations 19 14,789.55 16,480.29
Other Income 20 136.63 116.41
Total Income (A) 14,926.18 16,596.70
EXPENDITURE
Cost of Material Consumed 21 6,922.84 8,438.37
Changes in inventories of Finished goods, Stock in Trade
22 104.23 167.73
and Work in Progress
Employee Benefit Expenses 23 1,146.96 1,207.05
Finance cost 24 51.70 84.51
Depreciation / Amortization and Impairment Expenses 2 847.48 463.74
Power and Fuel 25 964.72 1,559.71
Other Expenses 26 2,382.24 2,513.28
Total Expenses (B) 12,420.17 14,434.39
Profit Before Tax (C = A-B) 2,506.01 2,162.31
Tax Expense
1) Current Tax 455.97 377.28
2) Deferred Tax (107.25) (94.69)
3) MAT Credit Entitlement / Refund 414.69 333.42
4) Tax Provision of prior year reversed (4.81) (151.14)
Profit for the Year (D) 1,747.41 1,697.44
Other Comprehensive Income (OCI)
(i) Items that will not be reclassified to Profit or Loss 27 80.41 33.86
(ii) Income tax relating to items that will not be
(23.96) (2.85)
reclassified to Profit or loss
Other Comprehensive Income for the Year (E) 56.45 31.01
Total Comprehensive Income for the year (D+E) 1,803.86 1,728.45
Earnings per Share (Face Value of Rs. 10 each fully paid up)
- Basic 17.52 17.02
- Diluted 17.52 17.02
Significant Accounting Policies, Key Accounting Estimates
1
and Judgements.
The accompanying Notes are an integral part of the
Financial Statements.

For and on behalf of the Board of


As per our report on even date attached
Directors of
For Khimji Kunverji & Co LLP TANFAC Industries Limited
Chartered Accountants CIN: L24117TN1972PLC006271

K.Sendhil Naathan M.R.Sivaraman


Managing Director Director
DIN: 08850046 DIN: 00020075

Praveen Kumar Daga N.R.Ravichandran R.Karthikeyan


Partner (143762) Chief Financial Officer Director
DIN: 00824621

Camp : Bengaluru Archana.T


Date: May 7, 2021 Company Secretary

85
STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2021
(` in Lakhs)
As At As At
A) EQUITY SHARE CAPITAL
31-Mar-2021 31-Mar-2020
Balance at the beginning of the reporting year 997.50 997.50
Changes in Equity Share capital during the year
Balance at the end of the reporting year 997.50 997.50
Capital Equity
General Retained Securities Capital
B) OTHER EQUITY Redemption Instruments Total
Reserve Earnings premium Reserve
Reserve through OCI
Balance as at 1st April 2020 (I) 3,324.96 1,664.61 2.18 500.00 30.46 - 5,522.21
Profit for the year 1,747.40 1,747.40
Other Comprehensive Income for the
46.61 9.85 56.46
year (net of Income tax) *
Total Comprehensive income for the
- 1,794.01 - - - 9.85 1,803.86
year (2020-21) (II)
Balance as at 31st March 2021 (III) =
3,324.96 3,458.62 2.18 500.00 30.46 9.85 7,326.07
I+II
Capital Equity
General Retained Securities Capital
C) OTHER EQUITY Redemption Instruments Total
Reserve Earnings premium Reserve
Reserve through OCI
Balance as at 1st April 2019 (I) 3,824.96 (52.52) 2.18 30.46 - 3,805.08

86
Profit for the year 1,697.44 1,697.44
Trasnferred to Capital Redemption Reserve (500.00) 500.00 -
Dividend Distribution Tax
Dividend on 11% Cummulative Non convertible
(11.31) (11.31)
Preference Shares including arrears
Other Comprehensive Income for the year (net of
21.60 9.40 31.00
Income tax) *
Total Comprehensive income for the year
(500.00) 1,707.73 - 500.00 - 9.40 1,717.13
(2019-20) (II)
Balance as at 31st March 2020 (III) = I+II 3,324.96 1,655.21 2.18 500.00 30.46 9.40 5,522.21
* Represent Measurement of Defined Benefit Obligations.
Significant Accounting Policies, Key Accounting Estimates and Judgements. Refer Note 1
The accompanying Notes are an integral part of the Financial Statements.
As per our report on even date attached For and on behalf of the Board of Directors of
For Khimji Kunverji & Co LLP TANFAC Industries Limited
Chartered Accountants CIN: L24117TN1972PLC006271

K.Sendhil Naathan M.R.Sivaraman


Managing Director Director
DIN: 08850046 DIN: 00020075

Praveen Kumar Daga N.R.Ravichandran R.Karthikeyan


Partner (143762) Chief Financial Officer Director
DIN: 00824621
Camp : Bengaluru Archana.T
Date: May 7, 2021 Company Secretary
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

 (` in Lakhs)
S.No Particulars 2020-2021 2019-2020
CASH FLOW FROM OPERATING
A.
ACTIVITIES
Net Profit before Tax Including
2,586.42 2,196.16
Other Comprehensive Income
Adjustments for : -
Depreciation & Amortisation of
847.48 463.75
Expenses
Finance Cost 51.70 84.51
Provision for Liabilities no longer
(6.95) (26.68)
required written back
Loss / (Profit) on Sale of Fixed
(0.24) (0.00)
Assets
Interest & Dividend Income (10.88) (12.72)
Provision for Inventories 17.17 8.10
Operating Profit before Working
3,484.70 2,713.12
Capital changes
Adjustments for :
Trade and Other Receivables 490.13 982.86
Inventories (788.95) 1,321.98
Trade Payable and Provisions 854.46 (2,366.72)
555.64 (61.88)
Cash Generated From / (Used in)
4,040.34 2,651.24
Operations
Direct Taxes (Payment) / Refund
(319.48) (469.88)
(net)
(319.48) (469.88)
Net Cash Generated From / (Used
3,720.86 2,181.36
in) Operating Activities
CASH FLOW FROM INVESTING
B.
ACTIVITIES
Purchase of Property Plant &
(873.85) (1,046.23)
Equipment (Note-II below)
Sale of Fixed Assets 8.55 0.06
Investment In Bank Fixed
(2,531.23) 91.71
Deposits
Interest and Dividend Income 5.01 8.36
Net Cash flow From / (Used in)
(3,391.52) (946.10)
Investing Activities

87
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

S.No Particulars 2020-2021 2019-2020


CASH FLOW FROM FINANCING
C.
ACTIVITIES
Short term loan availed /
(39.58) (580.74)
(Repaid)
Redemption of Preference Shares - (500.00)
Amortized Cost on Redeemable
- (59.47)
NC Preference Shares
Finance Cost (51.70) (84.51)
Dividend Distribution Tax - (11.31)
Net Cash flow From / (Used in)
(91.28) (1,236.03)
financing Activities
Net Increase / (Decrease) in Cash
238.06 (0.77)
and Cash Equivalents
Cash & Cash Equivalents at the
0.06 0.83
Beginning of the year (Note 9)
Cash & Cash Equivalents at the
238.12 0.06
End of the year (Note 9)
238.06 (0.76)
Significant Accounting Policies - Note 1
The accompanying notes are an intergral part of the financial statements
The Cash Flow Statement has been prepared under the 'Indirect Method' as set out in Indian
Note
Accounting Standard (Ind AS 7) - Statement of Cash Flows, as prescribed under the Companies
I
Act (Indian Accounting Standard) Rules, 2015.
Note Purchase of Property, Plant and Equipment includes movements of Capital Work-in-Progress
II (including Capital Advances) and Capital Expenditure Creditors during the year.

For and on behalf of the Board of


As per our report on even date attached
Directors of
For Khimji Kunverji & Co LLP TANFAC Industries Limited
Chartered Accountants CIN: L24117TN1972PLC006271

K.Sendhil Naathan M.R.Sivaraman


Managing Director Director
DIN: 08850046 DIN: 00020075

Praveen Kumar Daga N.R.Ravichandran R.Karthikeyan


Partner (143762) Chief Financial Officer Director
DIN: 00824621

Camp : Bengaluru Archana.T


Date: May 7, 2021 Company Secretary

88
SIGNIFICANT ACCOUNTING POLICIES

CORPORATE INFORMATION
"Tanfac Industries Limited is a joint venture company promoted by the Aditya Birla Group and the
Tamil Nadu Industrial Development Corporation (TIDCO). Incorporated in 1972, it is one of India’s
largest suppliers of fluorine chemicals.The equity shares of the Company are listed on BSE Ltd (BSE).
The address of its registered office is Plot No. 14 SIPCOT Industrial Complex Kudikadu, Cuddalore -
607005, Tamilnadu. "
Note 1(A) Significant Accounting Policy
a. Statement of Compliance:
These financial statements are prepared in accordance with the Indian Accounting Standards (‘Ind
AS’) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from
time to time, the relevant provisions of the Companies Act, 2013 (‘the Act’) and guidelines issued
by the Securities and Exchange Board of India (‘SEBI’), as applicable. The financial statements are
approved by the Board of Directors of the Company at their meeting held on 7th May, 2021
b. Basis for Preparation and Presentation of Financial Statements:
Basis of Preparation:
The financial statements have been prepared on the going concern basis and a historical cost
basis, except for the following assets and liabilities:
(i) Certain financial assets and liabilities measured at fair value
(ii) Employee’s Defined Benefit Plan measured as per Actuarial Valuation
(iii) Derivative Financial Instruments measured at fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date under current market
conditions, regardless of whether that price is directly observable or estimated using another
valuation technique. In determining the fair value of an asset or a liability, the Company takes
into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date.
Functional and Presentation Currency :
The financial statements are presented in Indian Rupees, which is the functional currency of the
Company and the currency of the primary economic environment in which the Company operates,
and all values are rounded to the nearest Lakhs, except as stated otherwise.
Classification of Assets and Liabilities into Current/Non-Current:
All assets and liabilities are classified as current or non-current as per the Company’s normal
operating cycle, and other criteria set out in Schedule III of the Companies Act, 2013. Based on
the nature of products and the time lag between the acquisition of assets for processing and their
realisation in cash and cash equivalents, 12 months period has been considered by the Company
as its normal operating cycle.

89
c. Property, Plant and Equipment (PPE)
Property, plant and equipment are stated at acquisition or construction cost less accumulated
depreciation and impairment loss. Cost comprises the purchase price and any attributable cost
of bringing the asset to its location and working condition for its intended use, including relevant
borrowing costs and any expected costs of decommissioning.
The cost of an item of PPE is recognised as an asset if, and only if, it is probable that the economic
benefits associated with the item will flow to the Company in future periods and the cost of the
item can be measured reliably. Expenditure incurred after the PPE have been put into operations,
such as repairs and maintenance expenses are charged to the Statement of Profit and Loss during
the period in which they are incurred.
Items such as spare parts, standby equipment and servicing equipment are recognised as PPE
when it is held for use in the production or supply of goods or services, or for administrative
purpose, and are expected to be used for more than one year. Otherwise such items are classified
as inventory.
An item of PPE is de-recognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement
of an item of PPE, is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in the Statement of Profit and Loss.
If significant parts of an item of PPE have different useful lives, then they are accounted for as
separate items (major components) of PPE. Capital work-in-progress includes cost of property,
plant and equipment under installation/under development as at the reporting date.
d. Expenditure during construction period
Expenditure, net of income earned, during construction (including financing cost related to borrowed
funds for construction or acquisition of qualifying PPE) period is included under capital work-in-
progress, and the same is allocated to the respective PPE on the completion of construction.
Advances given towards acquisition or construction of PPE outstanding at each reporting date are
disclosed as Capital Advances under “Other Non-Current Assets”
e Depreciation
Depreciation is the systematic allocation of the depreciable amount over its useful life. Depreciation
on Buildings and Plant & Machinery is provided on a straight-line basis over such useful lives as
prescribed under Schedule II to the Companies Act, 2013. Depreciation on all other assets other
than Buildings and Plant & Machinery has been provided on Written Down Value method.
The Company has used the following useful lives of the property, plant and equipment to provide
depreciation.

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Major assets class where useful life considered as provided in Schedule II:

Nature Estimated Useful Life


1) Buildings 30 Year/60 Year
2) Plant & Machinery 8-15 Year
3) Office Equipment 4-7 Year
4) Furniture & Fixture 7-12 Year
5) Company Vehicles (Other Than those provided to Employees) 3 Year
6) Motor Cars given to Employees as per the Company's Scheme Policy 4-7 Year
7) Server & Networks 4-5 Year
8) Stores and Spares in the Nature of PPE 3 Year
Fully Depreciated in
9) Assets individually costing less than or equal to Rs. 5000 each
the year of Purchase
Also,
i) Where a significant component (in terms of cost) of an asset has an estimated economic
useful life shorter than that of its corresponding asset, the component is depreciated over its
shorter life.
ii) Depreciation on additions is being provided on Pro rata basis from the date of such additions.
iii) Depreciation on sale or disposal is provided on Pro rata basis till the date of such sale or
disposal.
iv) Depreciation on assets sold, discarded or demolished during the year is being provided up to
the month in which such assets are sold, discarded or demolished.
v) Depreciation and amortization methods, useful lives and residual values are reviewed at each
financial year end and adjusted prospectively
vi) Leasehold lands are amortized over the period of the lease.
Depreciable amount for PPE is the cost of PPE less its estimated residual value. The useful life
of PPE is the period over which PPE is expected to be available for use by the Company, or the
number of production or similar units expected to be obtained from the asset by the Company
f. Intangible Assets and Amortization:
Intangible assets are recognized only if it is probable that the future economic benefits attributable
to asset will flow to the Company and the cost of asset can be measured reliably. The Company
determines the useful life as the period over which the future economic benefits will flow to the
Company after taking into account all relevant facts and circumstances.
Intangible assets are measured at cost. Following initial recognition, intangible asset is carried at
acquisition/development cost less accumulated amortization and accumulated impairment loss if
any. Cost of Intangible asset includes purchase price including non–refundable taxes and duties,
borrowing cost directly attributable to the qualifying asset and any directly attributable expenditure
on making the asset ready for its intended use.

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Intangible assets with finite lives are amortised over the useful economic life and assessed
for impairment whenever there is an indication that the intangible asset may be impaired. The
amortisation period and the amortisation method for an intangible asset with a finite useful
life are reviewed at least at the end of each reporting period. Changes in the expected useful
life or the expected pattern of consumption of future economic benefits embodied in the asset
are considered to modify the amortisation period or method, as appropriate, and are treated as
changes in accounting estimates. The amortisation expense on intangible assets with finite lives
is recognised in the Statement of Profit and Loss unless such expenditure forms part of carrying
value of another asset. Intangible assets are amortised on a straight-line basis over their estimated
useful lives.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in the
Statement of Profit and Loss when the asset is recognised.
g. Impairment of Non-Financial Assets:
At the end of each reporting period, the Company reviews the carrying amounts of non-financial
assets to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). When it is not possible to estimate the
recoverable amount of an individual asset, the Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation can be identified, corporate assets are also
allocated to individual cash-generating units, or otherwise they are allocated to the smallest group
of cash-generating units for which a reasonable and consistent allocation basis can be identified
Intangible assets with indefinite useful lives and intangible assets not yet available for use are
tested for impairment at least annually, and whenever there is an indication that the asset may be
impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in Statement of Profit and
Loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss
is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss,

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unless the relevant asset is carried at a revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
h. Non-Current assets (or disposal Company) classified as held for disposal:
Assets are classified as held for disposal and stated at the lower of carrying amount and fair value
less costs to sell. To classify any Asset as “Asset held for disposal” the asset must be available
for immediate sale and its sale must be highly probable. Such assets or Company of assets are
presented separately in the Balance Sheet, in the line “Assets held for disposal”. Once classified
as held for disposal, intangible assets and PPE are no longer amortised or depreciated.
The management must be committed to the sale/ distribution expected within one year from the
date of classification.
i. Inventories:
Raw materials, fuel, stores & spare parts and packing materials
Valued at lower of cost and net realisable value (NRV). However, these items are considered to
be realisable at cost, if the finished products, in which they will be used, are expected to be sold
at or above cost. The cost is computed on weighted average basis which includes expenditure
incurred for acquiring inventories like purchase price, import duties, taxes (net of tax credit) and
other costs incurred in bringing the inventories to their present location and condition
Work-in- progress (WIP), finished goods, stock-in-trade and trial run inventories:
Valued at lower of cost and NRV. Cost of Finished goods and WIP includes cost of raw materials,
cost of conversion and other costs incurred in bringing the inventories to their present location and
condition. Cost of inventories is computed on weighted average basis.
Waste / Scrap:
Waste / Scrap inventory is valued at NRV. Net realisable value is the estimated selling price in
the ordinary course of business, less the estimated costs of completion and the estimated costs
necessary to make the sale.
Obsolete, defective, slow moving and unserviceable inventories, if any, are duly provided for.
j. Borrowing Costs:
Borrowing costs that are directly attributable to the acquisition, construction or development of a
qualifying asset are capitalized as part of the cost of the respective asset till such time the asset
is ready for its intended use. A qualifying asset is an asset which necessarily takes a substantial
period of time to get ready for its intended use. All other borrowing costs are expensed in the
period in which they occur.
Borrowing costs consist of interest, amortization of discounts, hedge related cost incurred in
connection with foreign currency borrowings and exchange difference arising from foreign
currency borrowings to the extent they are treated as an adjustment to the borrowing cost and
other costs that an entity incurs in connection with the borrowing of funds.

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Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the Statement of Profit and Loss in the period in which
they are incurred
k. Government Grant:
Government Grants are recognised where there is reasonable assurance that the grant will be
received and all attached conditions will be complied with. When the grant relates to an asset, it
is recognised as income in equal amounts over the expected useful life of the related asset. When
the Company receives grants of non-monetary assets, the asset and the grant are recorded at
fair value amounts and released to Statement of Profit & loss over the expected useful life in a
pattern of consumption of the benefit of the underlying asset. When loans or similar assistance
are provided by the government or related institutions, with an interest rate below the current
applicable market rate, the effect of this favourable interest is regarded as a government grant.
The loan or assistance is initially recognised and measured at fair value and the government grant
is measured as the difference between initial carrying value of the loan and the proceeds received.
The loan is subsequently measured as per the accounting policy applicable to financial liabilities.
l. Provisions, Contingent Liabilities and Contingent Assets:
Provisions are recognized when the Company has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects current market assessment of time value of money and, where appropriate,
the risks specific to the liability. Unwinding of the discount is recognized in the Statement of Profit
and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to
reflect the current best estimate.
Contingent liabilities are also disclosed when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within the control of the Company. Claims against
the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.
Contingent assets are not recognized in financial statements since this may result in the recognition
of income that may never be realized. However, when the realization of income is virtually certain,
then the related asset is not a contingent asset and is recognized.
m. Revenue Recognition:
Revenue is recognized on the basis of approved contracts regarding the transfer of goods or
services to a customer for an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services.

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Revenue is measured at the fair value of the consideration received or receivable for goods supplied
and services rendered, net of returns and discounts to customers. Revenue is recognised when the
control over the goods have passed to the buyer. Sales are disclosed net of Goods & Service tax,
discounts and Sales return.
Interest Income is recognised on a time proportion basis taking into account the amount outstanding
and the interest rate applicable.
Export Incentives are accounted for to the extent considered recoverable by the Management.
Rental income on assets given under operating lease arrangements is recognized on a straight-
line basis over the period of the lease unless the receipts are structured to increase in line with
expected general inflation to compensate for the Company’s expected inflationary cost increases.
n. Lease
The determination of whether an arrangement is (or contains) a lease is based on the substance of
the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment
of the arrangement is dependent on the use of a specific asset, or assets and the arrangement
conveys a right or control to use the asset, or assets even if that right is not explicitly specified in
an arrangement.
The arrangement conveys the right to control the use of an identified asset, if it involves the use
of an identified asset and the Company has substantially all of the economic benefits from use
of the asset and has right to direct the use of the identified asset. The cost of the right-of-use
asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any
lease payments made at or before the commencement date plus any initial direct costs incurred.
The right-of-use assets is subsequently measured at cost less any accumulated depreciation,
accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability.
The right-of-use assets is depreciated using the straight-line method from the commencement
date over the shorter of lease term or useful life of right-of-use asset.
The Company measures the lease liability at the present value of the lease payments that are
not paid at the commencement date of the lease. The lease payments are discounted using the
interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be
readily determined, the Company uses incremental borrowing rate.
For short-term and low value leases, the Company recognises the lease payments as an operating
expense on a straight-line basis over the lease term.
o. Employee Benefit Expense:
Defined benefit plan:
The Company pays gratuity to the employees whoever has completed five years of service with
the Company at the time of resignation/superannuation. The gratuity liability amount is contributed
to the approved gratuity fund formed exclusively for gratuity payment to the employees.

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The liability in respect of gratuity and other post-employment benefits is calculated using the
Projected Unit Credit Method and spread over the period during which the benefit is expected to
be derived from employees’ services.
Re-measurement of defined benefit plans in respect of post-employment are charged to the Other
Comprehensive Income. Re-measurement recognised in Other Comprehensive Income (‘OCI’) is
reflected immediately in retained earnings and will not be reclassified to Statement of Profit and
Loss.
The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on government bonds.
The defined benefit obligation recognised in the Balance Sheet represents the actual deficit or
surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is
limited to the present value of any economic benefits available in the form of refunds from the
plans or reductions in future contributions to the plans.
Defined contribution plan
Employee benefits in the form of contribution to superannuation fund, provident fund managed
by Government authorities, Employee state Insurance Corporation and Labour Welfare Fund are
considered as defined contribution plan and the same is charged to Statement of Profit or Loss for
the year when the contributions to the respective funds are due.
Other long-term employee benefits:
The Company has a scheme for leave encashment for employee, the liability for which is determined
on the basis of an actuarial valuation carried out at the end of the year using Projected Unit Credit
method.
Short Term Employee Benefits:
Short-term employee benefits are recognised as an expense on accrual basis.
p. Income Taxes:
The tax expense for the period comprises current and deferred tax. Tax is recognized in Statement
of Profit and Loss, except to the extent that it relates to items recognized in the OCI or in equity.
In which case, the tax is also recognized in OCI or equity.
Current Tax:
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted, at the reporting date in the countries where the
Company operates and generates taxable income.
The management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and established provisions, where
appropriate.

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Deferred Tax:
Deferred tax is recognized on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that
have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current
tax liabilities and assets, and they relate to income taxes levied by the same tax authority, but
they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realized simultaneously
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits
will be available against which the temporary difference can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable
Minimum Alternate Tax (MAT)
Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent it is
reasonably certain that the Company will pay normal income tax during the specified period. In the
year in which the MAT credit becomes eligible to be recognised, it is credited to the Statement
of Profit and Loss and is considered as MAT Credit Entitlement. The Company reviews the same
at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to
the extent there is no longer convincing evidence to the effect that the Company will pay normal
Income Tax during the specified period. Minimum Alternate Tax (MAT) Credit are in the form of
unused tax credits that are carried forward by the Company for a specified period of time, hence,
it is presented with Deferred Tax Asset.
q. Foreign Currency Transactions:
Transactions denominated in foreign currencies are recorded at the exchange rates prevailing
on the date of the transaction. As at balance sheet date, foreign currency monetary items are
translated at closing exchange rate. Foreign currency non-monetary items carried at fair value are
translated at the rates prevailing at the date when the fair value was determined. Foreign currency
non-monetary items measured in terms of historical cost are translated using the exchange rate as
at the date of initial transactions.
Exchange difference arising on settlement or translation of foreign currency monetary items are
recognized as income or expense in the year in which they arise except to the extent exchange
differences are regarded as an adjustment to interest cost on those foreign currency borrowings
relating to assets under construction for future productive use, which are included in the cost of
those assets when they are regarded as an adjustment to interest costs on those foreign currency
borrowings

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r. Earnings Per Share:
The basic Earnings Per Share (“EPS”) is computed by dividing the net profit / (loss) after tax for
the year attributable to the equity shareholders by the weighted average number of equity shares
outstanding during the year. The weighted average number of equity shares outstanding during
the period is adjusted for events of bonus issue and share split, if any that have changed the
number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted EPS, net profit/(loss) after tax for the year attributable to
the equity shareholders and the weighted average number of equity shares outstanding during the
year are adjusted for the effects of all dilutive potential equity shares.
s. Financial Instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity. Financial Assets & Financial Liabilities are
recognized when the Company becomes party to contractual provisions of the relevant instrument.
Initial Measurement:
At initial recognition, the Company measures a financial asset and financial liabilities at its fair
value. Transaction costs that are directly attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and financial liabilities at fair value through profit
or loss and ancillary costs related to borrowings) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in Statement of Profit and Loss.
Classification and Subsequent Measurement: Financial Assets
The Company classifies financial assets as subsequently measured at amortised cost, fair value
through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”) on
the basis of following:
• the entity’s business model for managing the financial assets and
• the contractual cash flow characteristics of the financial asset.
Amortised Cost:
A financial asset shall be classified and measured at amortised cost if both of the following
conditions are met:
• the financial asset is held within a business model whose objective is to hold financial assets
in order to collect contractual cash flows and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost
using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The

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EIR amortisation is included in finance income in the statement of profit or loss. The losses arising
from impairment are recognised in the statement of profit or loss. This category generally applies
to trade and other receivables.
Fair Value through Other Comprehensive Income ('FVOCI') :
A financial asset shall be classified and measured at FVOCI if both of the following conditions are
met:
• the financial asset is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest (SPPI) on the principal amount outstanding.
Financial Asset included within the FVOCI category are measured initially as well as at each
reporting date at fair value. Fair value movements are recognised in the Other Comprehensive
Income (OCI). However, the Company recognizes interest income, impairment losses & reversals
and foreign exchange gain or loss in the Statement of Profit and Loss. On de-recognition of the
asset, cumulative gain or loss previously recognised in OCI is re-classified from the equity to
Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported
as interest income using the EIR method.
Fair Value through Profit or Loss ('FVTPL'):
FVTPL is a residual category for Financial Asset. Any debt instrument, which does not meet the
criteria for categorization as at amortised cost or as FVOCI, is classified as at FVTPL.
Financial Assets included within the FVTPL category are measured at fair value with all changes
recognized in the Statement of Profit and Loss.
All recognised financial assets are subsequently measured in their entirety at either amortised cost
or fair value, depending on the classification of the financial assets.
Equity instruments:
All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments
which are held for trading are classified as at FVTPL. For all other equity instruments, the Company
decides to classify the same either as at FVTOCI or FVTPL. The Company makes such election
on an instrument-by-instrument basis. Where the Company’s management has elected to present
fair value gains and losses on equity investments in other comprehensive income, there is no
subsequent reclassification of fair value gains and losses to the Statement of Profit and Loss.
Dividends from such investments are recognized in the Statement of Profit and Loss as other
income when the Company’s right to receive payments is established.
Impairment of financial assets:
The Company assesses on a forward looking basis the expected credit losses associated with its
assets. The impairment methodology applied depends on whether there has been a significant
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For Financial Assets, the Company applies ‘simplified approach’ as specified under Ind AS 109,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
The application of simplified approach does not require the Company to track changes in credit risk.
The provision matrix is prepared based on historically observed default rates over the expected
life of trade receivables and is adjusted for forward-looking estimates. At each reporting date, the
historically observed default rates and changes in the forward-looking estimates are updated.
Derecognition of Financial Instruments:
The Company derecognises a financial asset when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party. If the Company neither transfers nor retains
substantially all the risks and rewards of ownership and continues to control the transferred asset,
the Company recognises its retained interest in the asset and an associated liability for amounts
it may have to pay. If the Company retains substantially all the risks and rewards of ownership
of a transferred financial asset, the Company continues to recognise the financial asset and also
recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying
amount and the sum of the consideration received and receivable and the cumulative gain or loss
that had been recognised in other comprehensive income and accumulated in equity is recognised
in statement of profit or loss if such gain or loss would have otherwise been recognised in
statement of profit or loss on disposal of that financial asset.
On derecognition of a financial asset other than in its entirety (e.g. when the Company retains
an option to repurchase part of a transferred asset), the Company allocates the previous carrying
amount of the financial asset between the part it continues to recognise under continuing
involvement, and the part it no longer recognises on the basis of the relative fair values of those
parts on the date of the transfer. The difference between the carrying amount allocated to the
part that is no longer recognised and the sum of the consideration received for the part no longer
recognised and any cumulative gain or loss allocated to it that had been recognised in other
comprehensive income is recognised in statement of profit or loss if such gain or loss would
have otherwise been recognised in statement of profit or loss on disposal of that financial asset.
A cumulative gain or loss that had been recognised in other comprehensive income is allocated
between the part that continues to be recognised and the part that is no longer recognised on the
basis of the relative fair values of those parts.
Classification and Subsequent Measurement: Financial Liabilities
Fair Value Measurement:
The Company measures financial instruments, such as investments (other than equity investments
in Subsidiaries, Joint Ventures and Associates) and derivatives at fair values at each Balance
Sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the

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liability takes place either: In the principal market for the asset or liability, or In the absence of a
principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities (for which fair value is measured or disclosed in the financial statements)
are categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable other than quoted prices included in level 1.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to the fair value measurement as
a whole) at the end of each reporting period.
The Management determines the policies and procedures for both recurring fair value measurement,
such as derivative instruments and unquoted financial assets measured at fair value, and for non-
recurring measurement, such as assets held for disposal in discontinued operations.
At each reporting date, Management analyses the movements in the values of assets and liabilities,
which are required to be remeasured or re-assessed as per the Group’s accounting policies. For
this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing
the information in the valuation computation to contracts and other relevant documents.
Financial Liabilities:
Financial liabilities are classified, at initial recognition as fair value through profit or loss:
• Loans and borrowings,
• Payables, or
• as derivatives designated as hedging instruments in an effective hedge, as appropriate.

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All financial liabilities are recognised initially at fair value, and in the case of loans and borrowings
and payables are recognised net of directly attributable transaction costs. The Group’s financial
liabilities include trade and other payables, loans and borrowings, including bank overdrafts,
financial guarantee contracts and derivative financial instruments.
Subsequent Measurement:
The measurement of financial liabilities depends on their classification, as described below:
Financial Liabilities at FVTPL:
Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading,
if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group, that are not designated as hedging
instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are
also classified as held for trading, unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities, designated upon initial recognition at FVTPL, are designated as such at the
initial date of recognition, and only if the criteria in Ind AS 109 are satisfied.
Loans and Borrowings:
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in
the Statement of Profit and Loss, when the liabilities are derecognised as well as through the EIR
amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs
in the Statement of Profit and Loss.
De-recognition of Financial Liabilities:
The Group de-recognises financial liabilities when and only when, the Group’s obligations are
discharged, cancelled or have expired. The difference between the carrying amount of the financial
liability de-recognised and the consideration paid and payable is recognised in Statement of Profit
and Loss.
t. Cash and cash equivalent
Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand, including
fixed deposit with original maturity period of three months or less and short-term highly liquid
investments with an original maturity of three months or less, that are readily convertible into cash
which are subject to insignificant risk of changes in value and are held for the purpose of meeting
short-term cash commitments.

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u. Cash Flow Statement:
Cash flows are reported using the indirect method, whereby the net profit before tax is adjusted
for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with investing
or financing cash flows. The cash flows from operating, investing and financing activities of the
Company are segregated.
v. Derivative Financial Instruments and Hedge Accounting:
The Company enters into derivative financial instruments viz. foreign exchange forward contracts
to manage its exposure foreign exchange rate risks. The Company formally establishes a hedge
relationship between such forward currency contracts (‘hedging instrument’) and recognized
financial liabilities (‘hedged item’) through a formal documentation at the inception of the hedge
relationship in line with the Company’s Risk Management objective and strategy. The Company
does not hold derivative financial instruments for speculative purposes.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered
into and are subsequently remeasured to their fair value at the end of each reporting period. The
resulting gain or loss is recognized in statement of profit or loss immediately excluding derivatives
designated as cash flow hedge.
Recognition and measurement of fair value hedge:
Hedging instrument is initially recognized at fair value on the date on which a derivative contract is
entered into and is subsequently measured at fair value at each reporting date. Gain or loss arising
from changes in the fair value of hedging instrument is recognized in the Statement of Profit and
Loss. Hedging instrument is recognized as a financial asset in the Balance Sheet if its fair value
as at reporting date is positive as compared to carrying value and as a financial liability if its fair
value as at reporting date is negative as compared to carrying value.
Hedged item (recognized financial liability) is initially recognized at fair value on the date of entering
into contractual obligation and is subsequently measured at amortized cost. The hedging gain or
loss on the hedged item is adjusted to the carrying value of the hedged item as per the effective
interest method and the corresponding effect is recognized in the Statement of Profit and Loss.
On Derecognition of the hedged item, the unamortized fair value of the hedging instrument is
recognized in the Statement of Profit and Loss
w. Segment Reporting
Identification of Segments:
An operating segment is a component of the Company that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the company’s management to make decisions for which discrete financial information is
available. Operating Segments are identified based on monitoring of operating results by the chief
operating decision maker (CODM) separately for the purpose of making decision about resource
allocation and performance assessment.

103
Operating Segment is identified based on the nature of products and services, the different risks
and returns, and the Internal Business Reporting System.
Based on the management approach as defined in Ind AS 108, the management evaluates the
Company’s performance and allocates resources based on an analysis of various performance
indicators by business segments and geographic segments.
x. Cash Dividend to Equity Holders of the Company:
The Company recognises a liability to make cash distributions to equity holders of the Company
when the distribution is authorised and the distribution is no longer at the discretion of the
Company. As per the corporate laws in India, a distribution is authorised when it is approved by
the shareholders. A corresponding amount is recognised directly in other equity.
Note 1(B) Significant Accounting Judgements and Estimates
The preparation of the financial statements in conformity with Ind AS requires management to
make judgments, estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimates are revised and in any future periods
affected.
In particular, information about significant areas of estimation, uncertainty and critical judgments
in applying accounting policies that have the most significant effect on the amounts recognized in
the financial statements are included in the following notes:
(i) Useful Lives of Property, Plant & Equipment:
Property, Plant and Equipment represent a significant proportion of the asset base of the
Company. The charge in respect of periodic depreciation is derived after determining an
estimate of an asset’s expected useful life. The useful lives of the Company’s assets are
determined by the management at the time the asset is acquired and reviewed periodically,
including at each financial year end. The lives are based on historical experience with similar
assets as well as anticipation of future events, which may impact their life, such as changes
in technical or commercial obsolescence arising from changes or improvements in production
or from a change in market demand of the product or service output of the asset.
(ii) Defined Benefit Plans and Compensated Absences:
The cost of the defined benefit plans, compensated absences and the present value of the
defined benefit obligation are based on actuarial valuation using the projected unit credit
method. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate,
future salary increases and mortality rates.

104
Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed
at each reporting date.
(iii) Expected Credit Losses on Financial Assets:
The impairment provisions of financial assets are based on assumptions about risk of default
and expected timing of collection. The Company uses judgment in making these assumptions
and selecting the inputs to the impairment calculation, based on the Company’s past history,
customer’s creditworthiness, existing market conditions as well as forward looking estimates
at the end of each reporting period.
(iv) Fair Value measurement of Financial Instruments:
When the fair values of financials assets and financial liabilities recorded in the Balance Sheet
cannot be measured based on quoted prices in active markets, their fair value is measured
using valuation techniques, including the discounted cash flow model, which involve various
judgements and assumptions.

105
NOTE - 2 PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (` in Lakhs)
GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK
Sr. Description of the Block of
No. Assets As at Deductions/ As at As at As at As at
Additions Depreciation Deductions
01/04/2020 Discarded 31/03/2021 01/04/2020 31/03/2021 31/03/2021
Tangible Asset
1 Freehold Land 12.01 - 12.01 - - - - 12.01
2 Leasehold Land 39.68 - 39.68 13.10 0.38 - 13.48 26.20
3 Building- Freehold 207.46 - - 207.46 72.67 3.22 - 75.89 131.57
4 Building- Leasehold 524.43 19.74 - 544.17 361.57 10.94 - 372.51 171.66
Road, Well, Culvert, Fencing
5 125.17 24.67 - 149.84 95.83 4.86 - 100.69 49.15
etc
6 Plant & Machinary 12,573.17 1,492.81 - 14,065.98 9,776.70 779.13 - 10,555.83 3,510.15
Plant & Machinary-Data
7 181.64 1.49 1.73 181.40 169.79 3.29 1.64 171.44 9.96
Processing Equipments
8 Vehicles & Tanks 304.26 7.14 26.06 285.34 203.66 37.53 17.84 223.35 61.99
9 Furnitures & Fixtures 75.38 0.32 - 75.70 72.24 0.08 - 72.32 3.38
10 Office Equipment 191.72 20.50 - 212.22 173.52 8.05 - 181.57 30.65

106
Total 14,234.92 1,566.67 27.79 15,773.80 10,939.08 847.48 19.48 11,767.08 4,006.72
Intangible Assets
1 Software Items 6.21 6.21 6.21 6.21 -
2 Specialised Software 52.08 52.08 52.08 52.08 -
Total 58.29 - - 58.29 58.29 - - 58.29 -
Capital Work In Progress 289.80
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021
(` in Lakhs)
GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK
Sr. Description of the Block of
No. Assets As at Deductions/ As at As at As at As at
Additions Depreciation Deductions
01/04/2019 Discarded 31/03/2020 01/04/2019 31/03/2019 31/03/2019
Tangible Asset
1 Freehold Land 12.01 - - 12.01 - - - - 12.01
2 Leasehold Land 39.68 - - 39.68 12.72 0.38 - 13.10 26.58
3 Building- Freehold 207.46 - - 207.46 69.45 3.22 - 72.67 134.79
4 Building- Leasehold 524.43 - - 524.43 350.63 10.94 - 361.57 162.86
Road, Well, Culvert, Fencing
5 100.17 25.00 - 125.17 91.38 4.45 - 95.83 29.34
etc
6 Plant & Machinary 12,370.25 202.92 - 12,573.17 9,382.77 394.77 0.84 9,776.70 2,796.47
Plant & Machinary-Data
7 177.58 5.12 1.06 181.64 164.50 5.45 0.16 169.79 11.85
Processing Equipments
8 Vehicles & Tanks 216.72 87.54 - 304.26 166.99 36.67 - 203.66 100.60
9 Furnitures & Fixtures 75.21 0.17 - 75.38 71.89 0.35 - 72.24 3.14
10 Office Equipment 186.99 4.73 - 191.72 166.01 7.51 - 173.52 18.20

107
Total 13,910.50 325.48 1.06 14,234.92 10,476.34 463.74 1.00 10,939.08 3,295.84
Intangible Assets
1 Software Items 6.21 6.21 6.21 6.21 -
2 Specialised Software 52.08 52.08 52.08 52.08 -
Total 58.29 - - 58.29 58.29 - - 58.29 -
Capital Work In Progress 627.43
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

NOTE - 3 NON CURRENT INVESTMENT (NON TRADED AND UNQUOTED) (` in Lakhs)


As at As at
Particulars
31-Mar-2021 31-Mar-2020
16,963 Shares of Rs.100/- each fully paid up in Equity
shares of Cuddalore Sipcot Industries Common Utilities 132.05 98.25
Limited
TOTAL 132.05 98.25
Note:
NON CURRENT INVESTMENT(NON TRADED AND UNQUOTED)
(Long Term Fully Paid up)
Face Value As at 31st Mar 2021 As at 31st Mar 2020
Particulars
Rs. No. Amount No. Amount
Investment in Equity Instrument 100 16,963 132.05 16,963 98.25
Carried at Fair Value through Other
Comprehensive Income (FVTOCI)
TOTAL 16,963 132.05 16,963 98.25
NOTE - 4 Non Current -Other Financial Assets (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Security Deposits & Other Deposits 4.56 2.74
Loans & Advances to related parties (Refer Note 28.2) 1.98 1.98
TOTAL 6.54 4.72
NOTE - 5 Other Non Current Assets (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Input Credit, Statutory/Electricity deposits etc 84.75 95.25
TOTAL 84.75 95.25
NOTE - 6 INVENTORIES (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Raw materials including Packing Materials # 2,084.71 968.63
Raw materials including Packing Materials - In transit - 159.03
Work-in-Progress - 1.88
Finished Goods 201.33 305.38
Finished Goods in Transit 1.70 -
Stores, Spares & Consumables # 110.63 159.64
Coal, Fuel Oil & Other utilities 72.09 104.12
TOTAL 2,470.46 1,698.68
# Net of Provision of Rs.81.87 lakhs (Previous year Rs.64.70 Lakhs)

108
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

6.1 Valued at lower of cost and net realisable value, unless otherwise stated.
6.2 
The Company follows suitable provisioning norms for writing down the value of Inventories
towards slow moving / obsolete inventory.
6.3 Working Capital Borrowings are secured by hypothecation of inventories of the Company.
NOTE - 7 CURRENT INVESTMENTS (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Investments in various Mutual Funds (FVTPL) 2,136.97 -
TOTAL 2,136.97 -
NOTE - 8 TRADE RECEIVABLES (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Trade Receivables
Secured, considered good - -
Unsecured, considered good 1,623.05 1,807.96
Less : Provision for doubtful debt (21.79) (13.63)
TOTAL 1,601.26 1,794.33
NOTE - 9 CASH & CASH EQUIVALENT AND OTHER BANK BALANCES (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
A. Cash & Cash Equivalent
Balances with Bank
Current Accounts 0.05 0.06
Cash Credit Accounts 238.07 -
TOTAL (A) 238.12 0.06
B. Other Bank Balance
Deposit Accounts 397.01 2.75
TOTAL (B) 397.01 2.75
TOTAL (A+B) 635.13 2.81
Note : There are no restriction with regard to Cash and Cash Equivalents as at the end of reporting
period and prior period.
NOTE 10 CURRENT LOANS AND ADVANCES (Unsecured, Considered Good except otherwise stated)
(` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Security Deposits & Other Deposits 0.75 0.75
Claims Recoverable 0.19 -
TOTAL 0.94 0.75

109
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

NOTE - 11 OTHER CURRENT ASSETS (Unsecured, Considered Good except otherwise stated)
(` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Export Incentives Receivable 25.89 9.36
MAT Credit Entitlement / Refund A/c 60.70 413.74
Income Tax Refund Receivables 137.84 303.52
Advance for Expenses & Purchases of Material 191.85 176.25
Claims Recoverable, VAT Input Credit etc 109.63 14.03
Prepaid Expenses 52.14 26.90
Mark to Market on Currency Forward contracts 2.27 -
Advances for Fixed Assets - 313.23
Others 81.83 34.84
TOTAL 662.15 1,291.87
NOTE - 12 EQUITY SHARE CAPITAL (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Authorised
2,50,00,000 Equity Shares of Rs.10/- each 2,500.00 2,500.00
10,00,000 11% Reedeemable Cumulative Preference
1,000.00 1,000.00
Shares of Rs 100 each
3,500.00 3,500.00
Issued, Subscribed and Paid up
99,75,000 Equity shares of Rs.10/- each fully paid up 997.50 997.50
997.50 997.50
12.1 T
 he Company has issued only one class of Equity Shares having face value of Rs.10 each carrying
equal rights
12.2 Reconcilation of the No. of Shares outstanding is set out below:
 (` in Lakhs)
As at 31st March 2021 As at 31st March 2020
Particulars
No. Amount No. Amount
(i) Equity Shares at the beginning of the
99,75,000 997.50 99,75,000 997.50
year
Add: Shares issued if any during the
- - - -
year
Equity Shares at the end of the year 99,75,000 997.50 99,75,000 997.50

110
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

12.3 D
 etails of the shareholder holding more than 5% shares of the total no of shares issued by the
company Equity:
As at 31st March 2021 As at 31st March 2020
Name of the Shareholder %age of %age of
No. of Shares No. of Shares
holding holding
Tamilnadu Industrial Development
25,95,000 26.02% 25,95,000 26.02%
Corporation Limited
Birla Group Holdings Private Limited 19,90,652 19.96% 19,90,652 19.96%
Kamaljyot Investments Limited 8,30,925 8.33% 6,70,880 6.73%
Anshul Specialty Molecules 7,15,970 7.18% 6,47,621 6.49%
Pilani Investment & Industries Corporation
4,98,000 4.99% 4,98,000 4.99%
Limited
12.4 i Shares issued for considertation other than cash in last 5 financial years Nil
ii Shares issued by way of bonus in last 5 financial years Nil
iii Shares bought back in last 5 financial years Nil
NOTE - 13 OTHER EQUITY (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Capital Reserve (A)
i) State Capital Subsidy from SIPCOT 30.00 30.00
ii) Profit on sale of Forfeited Shares 0.46 0.46
TOTAL 30.46 30.46
Securities Premium Reserve (B) 2.18 2.18
General Reserve (C)
Opening balance 3,324.96 3,824.96
Less: Transferred to Capital Redemption Reserve - (500.00)
TOTAL 3,324.96 3,324.96
Capital Redemption Reserve (D) 500.00 500.00
(Refer Note 13)
Retained Earnings (E)
Opening balance 1,664.61 (52.52)
Add: Net profit after tax transferred to P&L A/c 1,803.86 1,728.44
Dividend Distribution Tax including Arreas - (11.31)
TOTAL 3,468.47 1,664.61
Total (A+B+C+D+E) 7,326.07 5,522.21

111
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

The Description of the nature and purpose of each reserve within equity is as follows:

a) Securities Premium: Securities Premium is credited when shares are issued at premium. It can
be used to issue bonus shares, to provide for premium on redemption of shares, write-off equity
related expenses like underwriting costs, etc

b) General Reserve: It is a free reserve, which is created by appropriation from undistributed profits
of previous years, before declaration of dividend duly complying with any regulations in this
regard.

c) Capital Reserve: Capital Reserve includes transfer of subsidy received from SIPCOT initially as an
incentive for investing & setting up the industry in a notified area classified as backward / remote
and transfer of profit on sale of forfeited shares.

Capital Redemption Reserve: Created out of profit during the financial year 2019-20 upon
d) 
redemption of 500,000 11% Redeemable Cummulative Non-Convertible Preference Shares of
Rs.100/- each. It can be used to issue bonus shares or reduced or cancelled by means of reduction
of Capital.

NOTE - 14 NON-CURRENT PROVISIONS (` in Lakhs)


As at As at
Particulars
31-Mar-2021 31-Mar-2020
Employee Benefits
Leave Encashment 43.58 57.51
TOTAL 43.58 57.51

NOTE - 15 CURRENT BORROWINGS (` in Lakhs)


As at As at
Particulars
31-Mar-2021 31-Mar-2020
SECURED LOANS
Working Capital Borrowing
Bank - 39.58
TOTAL - 39.58

112
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

15.1 Nature of Security for Working Capital Borrowings from Bank

Paripassu first charge in favour of consortium banks on entire Immovable and Movable goods
and other assets present and future and further secured by deposit of Title Deed of the existing
Immovable properties of the Company excluding Land and Building of Residential Staff Quarters
and 2.3 MW Captive Power Plant located in the existing Factory Building.

NOTE - 16 TRADE PAYABLES (` in Lakhs)


As at As at
Particulars
31-Mar-2021 31-Mar-2020
Trade Payables
Outstanding Dues of Micro and Small Enterprises 134.45 224.98
Outstanding Dues of Creditors other than Micro and Small
2,496.80 844.87
Enterprises
TOTAL 2,631.25 1,069.85

Disclosure under Sec. 22 of MSMED Act, 2006

(Chapter V - Delayed payment to Micro, Small and Medium Enterprises)

Information in respect of Micro, Small and Medium Enterprises Development Act, 2006; based on the
information available with the company. The required disclosures are given below:
 (` in Lakhs)
As at As at
Particulars
31-Mar-2021 31-Mar-2020
The Principal amount (Interest - Nil) remaining unpaid to any
134.45 224.98
supplier as at the end of the each accounting year
The amount of interest paid by the buyer in terms of
section 16 of the Micro Small and Medium Enterprises
Development Act 2006 along with the amounts of the - -
payment made to the supplier beyond the appointed day
during each accounting year
The amount of interest due and payable for the period of
delay in making payments (which have been paid but beyond
the appointed day during the year) but without adding the - -
interest specified Under Micro Small and Medium Enterprise
Development Act, 2006
The amount of interest accrued and remaining unpaid at the
- -
end of each accounting year : and

113
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

As at As at
Particulars
31-Mar-2021 31-Mar-2020
The amount of further interest remaining due and payable
even in the succeeding years until such date when the
interest dues as above are actually paid to the small
- -
enterprises for the purpose of disallowance as a deductible
expenditure under section 23 of the Micro, Small and
Medium Enterprises Development Act 2006

NOTE - 17 OTHER CURRENT LIABILITIES (` in Lakhs)

As at As at
Particulars
31-Mar-2021 31-Mar-2020
Advance from Customers 64.81 50.14
Other Payables
Statutory Dues 120.95 119.36
Security Deposits 6.35 7.15
Payables pertaining to employees 3.89 2.60
Creditors for Fixed Assets 41.96 -
TOTAL 237.96 179.25

NOTE - 18 CURRENT PROVISIONS (` in Lakhs)

As at As at
Particulars
31-Mar-2021 31-Mar-2020
Employee Benefits - Leave Encashment 10.76 44.21
Disputed Liablities 52.77 52.77
Provision for expenses 333.34 470.22
TOTAL 396.87 567.20

18.1 M
 ovement of provisions during the year as required by Ind AS - 37 “Provisions, Contingent
Liabilities and Contingent Asset”
a) Provision for expenses
As at As at
Particulars
31-Mar-2021 31-Mar-2020
Opening Balance 470.22 760.61
Add : Provision during the year 329.75 451.12
Less : Utilised during the year (466.63) (741.51)
TOTAL 333.34 470.22

114
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

NOTE -19 Revenue from Operations (` in Lakhs)


Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Sale of Products
Manufactured 14,559.57 16,022.58
Total (A) 14,559.57 16,022.58
Other Operating Income
Export Incentives 35.89 135.70
Conversion charges 4.16 167.46
Scrap sales 36.75 28.23
Raw Materials & Trading Goods 33.55 7.12
Freight Packing & forwarding 119.63 119.20
Total (B) 229.98 457.71
Total Revenue from Operation (A+ B) 14,789.55 16,480.29
NOTE - 20 (` in Lakhs)
Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Other Income
Interest on Income tax refunds 15.26 19.58
Interest on deposits 10.88 12.72
Profit on sale of Fixed assets 0.24 0.00
Other Miscellaneous receipt 103.30 57.43
Excess provisions & Liabilties no longer required written
6.95 26.68
back
Total 136.63 116.41
NOTE - 21 (` in Lakhs)
Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Cost of Raw Materials including Packing Material
Consumed
Cost of Raw materials consumed 6,640.59 8,109.94
Cost of Packing materials consumed 282.25 328.43
Total 6,922.84 8,438.37

115
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

NOTE - 22 (` in Lakhs)


Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Changes in Inventories of Finished goods and Work in
Progress
Opening stock
Finished Goods 305.38 472.85
Work in Progress 1.88 2.13
Total 307.26 474.99
Less:
Closing Stock
Finished Goods (203.03) (305.38)
Work in Progress - (1.88)
Total (203.03) (307.26)
Increase / (Decrease) in Inventories of Finished Goods and
104.23 167.73
WIP

NOTE - 23 (` in Lakhs)


Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Employee Benefit Expenses ( Refer Note 28.1)
Salaries, Wages and Bonus 892.20 939.23
Contribution to Provident & Other Funds 124.74 123.37
Staff Welfare Expenses 130.02 144.45
Total 1,146.96 1,207.05

NOTE - 24 (` in Lakhs)


Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Finance Cost
Interest Expenses
Banks
Borrowings - Working Capital 2.51 36.71
Other Borrowing cost
Processing Fees 35.22 21.93
Forward Cover Charges 13.96 25.87
Total 51.69 84.51

116
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

NOTE - 25 (` in Lakhs)


Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Power and Fuel
Power 192.74 291.67
Furnace oil 321.18 774.62
Light Diesel oil 228.95 158.54
High Speed oil 40.94 45.25
Steam coal 180.91 289.63
Total 964.72 1,559.71

NOTE - 26 (` in Lakhs)


Year Ended Year Ended
Particulars
31-Mar-2021 31-Mar-2020
Other Expenses
Consumption of stores and Spares 669.89 435.98
Effluent Treatment Expenses 52.42 83.14
Water charges 74.35 79.94
Other Manufacturing Expenses -Consumables and
39.40 106.30
Operation Expenses
Repairs & Maintenance
- Building 136.43 43.84
- Plant & machinery 339.63 224.33
- Others 263.48 341.45
Rent 6.58 6.79
Insurance (Net) 109.89 143.07
Rates & Taxes 34.56 37.27
Travelling & Conveyance 27.44 73.07
Vehicle Running Expenses 6.78 6.47
Communication Expenses 48.69 31.02
Auditors Remuneration
-Audit Fees 5.50 5.50
- Other Certification 6.50 6.50
- Reimbursement of Expenses 0.10 1.33
Printing & Stationery 4.33 7.60
Legal & Professional Charges 49.36 29.40

117
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

Year Ended Year Ended


Particulars
31-Mar-2021 31-Mar-2020
Consultancy Charges - 0.75
Miscellaneous Expenses 78.90 45.88
Bank Charges ( other than borrowings) 58.75 86.15
Fluctuation in Exchange Rates (excluding forward cover
0.93 82.66
charges)
Area maintenance charges 5.88 7.78
Security Service charges 48.37 51.31
Lease Charges 19.14 17.92
Freight Packing & forwarding 220.69 493.71
Directors sitting fees 9.70 7.60
Contribution To CSR Activities 37.98 33.28
Commission on sales 9.39 15.14
Provision for Inventory 17.18 8.10
Total 2,382.24 2,513.28
NOTE - 27 (` in Lakhs)

Year Ended Year Ended


Particulars
31-Mar-2021 31-Mar-2020
Other Comprehensive Income
Net acturial Gain loss on employees defined benefit
46.61 21.60
obligation
Gain on Fair Value of Investments 33.80 12.26
Total 80.41 33.86

118
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

28. Notes to Financial Statements


28.1. Employee Benefits:
a) Disclosure in respect of gratuity liability (` in Lakhs)
As at As at
Reconciliation of Defined Benefit Obligation (DBO):
31st March, 2021 31st March, 2020
Present value of DBO at start of the year 306.93 289.86
Interest Cost 20.52 19.83
Current Service Cost 15.79 17.77
Past Service Cost - -
Benefit Paid (30.11) -
Re-measurements:
a. Actuarial Loss/(Gain) from changes in demographic
- -
assumptions
b. Actuarial Loss/(Gain) from changes in financial
- 0.71
assumptions
c. Actuarial Loss/(Gain) from experience over the past
(28.35) (21.25)
period
Present value of DBO at end of the year 284.78 306.93

As at As at
Reconciliation of Fair Value of Plan Assets :
31st March, 2021 31st March, 2020
Fair Value of Plan Assets at the beginning of the year 330.89 308.71
Interest Income on Plan Assets 22.56 21.12
Contributions by Employer 10.00 -
Benefit Paid (30.10) -
Re-measurements:
Actuarial (Loss)/Gain 18.25 1.06
Fair Value of Plan Assets at the end of the year 351.60 330.89
Actual Return on Plan Assets 40.81 22.18
As at As at
Amount recognized in the Balance Sheet:
31st March, 2021 31st March, 2020
Present value of DBO at the end of the year 284.78 306.93
Fair Value of Plan Assets at the end of the year 351.60 330.89
Net Asset / (Liability) in the Balance Sheet 66.82 23.96

119
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

(` in Lakhs)
For the year ended For the year ended
Gratuity recognized in the Statement of Profit and Loss
31st March, 2021 31st March, 2020
Current Service Cost 15.79 17.77
Past Service Cost - -
Interest on defined benefit obligation (Net) (2.04) (1.29)
Expense Recognized in Statement of Profit and Loss 13.75 16.48

Remeasurement effects recognized in Other As at As at


Comprehensive Income (OCI) 31st March, 2021 31st March, 2020
Re-measurements on DBO
a. Actuarial (Loss)/Gain from changes in demographic
- -
assumptions
b. Actuarial (Loss)/Gain from changes in financial
(23.47) (0.71)
assumptions
c. Actuarial (Loss)/Gain from experience over the past
51.83 21.25
period
Re-measurements on Plan Assets
Actuarial (Loss)/Gain 18.25 1.06
Remeasurement effect recognized in OCI 46.61 21.60

For the Year ended For the year ended


Principal Assumption used in determining Gratuity liability
31st March, 2021 31st March, 2020
Discount Rate 7.03% 6.84%
Attrition Rate 6.00% 6.00%
9.00%F5Y 9.00%F5Y
Salary Escalation
7.00%TA 7.00%TA
Indian Assured Indian Assured
Lives mortality Lives mortality
Mortality Table
(2012-14) (2012-14)
(Ultimate) (Ultimate)
Retirement Age 60 60

120
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

(` in Lakhs)

As at 31st March, 2021 As at 31st March, 2020

Sensitivity Analysis Increases 1% Decreases 1% Increases 1% Decreases 1%

Change in DBO (Amount) Change in DBO (Amount)

Salary Growth Rate 301.67 269.55 325.53 290.13


Discount Rate 268.83 302.78 290.27 325.73
Attrition Rate 283.60 286.08 305.14 308.87

Maturity profile
The sensitivity analyses above have been determined based on reasonably possible changes of the
respective assumptions occurring at the end of the reporting period and may not be representative of
the actual change. It is based on a change in the key assumption while holding all other assumptions
constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit
Method) used to calculate the liability recognized in the balance sheet has been applied. The methods
and types of assumptions used in preparing the sensitivity analysis did not change compared with the
previous period.
100% of the plan assets held by gratuity trust comprises of employees group gratuity scheme with
TANFAC Employees Gratuity Trust Fund. The estimates of future salary increases, considered in
actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as
supply and demand factors in the employment market. The expected rate of return on plan assets given
by Actuary.
The Company contributed Rs. 10 lakhs (P.Y. Rs. Nil) to gratuity trust for contribution to Aditya Birla
Sun Life Insurance during the financial year 2020-21.
b) Disclosure in respect of leave entitlement liability:
Leave entitlement is short term benefit which is recognized as an expense at the un-discounted
amount in the year in which the related service is rendered and disclosed under other current
liabilities.
c) Death in service benefit:
The Company has taken group term policy from an insurance Company to cover its obligation for
death in service benefit given to eligible employees. The insurance premium of Rs.15.16 lakhs
(P.Y. Rs.11.99 lakhs) is recognized in Statement of Profit and Loss.
d) The Company contributes towards Employees Provident Fund, Employees State Insurance Scheme
and Labour Welfare Fund. The aggregate amount contributed and charged to Statement of Profit
and Loss is Rs.67.49 lakhs (P.Y. Rs 70.09 lakhs).

121
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

28.2. Related Party Disclosure:


Disclosures as per Ind AS 24 – ‘Related Party Disclosures’ are given below:
a) Promoters of the Company:
Name of the Promoters % of equity share-holding in the Company
Tamil Nadu Industrial Development Corporation Limited. 26.02%
Birla Group Holdings Private Limited 19.96%
Pilani Investment & Industries Corporation Limited 4.99%
b) Key Management Personnel (KMP):
Name of KMP’s Designation
Mr. Kalyan Ram Madabhushi Non-Executive Director
Mr. R. Karthikeyan Non-Executive Director
Mr. V. T. Moorthy Independent – Non-Executive Director
Mr. M. R. Sivaraman, IAS(Retd.) Independent – Non-Executive Director
Dr. Shankar Narasimhan Independent – Non-Executive Director
Mrs. R. Rajalakshmi Independent – Non-Executive Director
Mr.K. Sendhil Naathan Managing Director #
Mr.N.R. Ravichandran Chief Financial Officer
Mrs. Archana.T Company Secretary
# Inducted as Managing Director effective from 27th August 2020
c) Post-Employment Benefits Plan:
TANFAC Employees Gratuity Trust Fund
d) Entities where Promoters/ Directors or their relatives exercise control/ significant influence: Nil
e) Entities for Common Effluent utility: Cuddalore SIPCOT Industries Common Utilities Ltd.
f) Disclosure in respect of material transactions with related parties during the year: (` in Lakhs)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Contribution towards TANFAC Employees Gratuity Trust
10.00 -
Fund
Transaction with Cuddalore SIPCOT Industries Common
21.22 18.80
Utilities Ltd

122
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

g) Outstanding Balances (` in Lakhs)


For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Cuddalore SIPCOT Industries Common Utilities Ltd 1.98 1.98
h) Compensation to KMP
For the year ended For the year ended
Nature of Benefits#
31st March, 2021 31st March, 2020
Short-term employee benefits (including Sitting Fees) 169.26 169.78
Post-employment gratuity and medical - -
Other long-term benefits - -
Share-based payment transactions - -
Termination Benefits - -
Total 169.26 169.78
# The aforesaid amounts exclude gratuity provision as it is determined on actuarial basis for the
Company as a whole. The transactions exclude reimbursement of expenses
28.3. D
 isclosure regarding Hedged and Unhedged exposure in foreign currency denominated monetary
items:
Exposure in Foreign Currency- Hedged
The Company enters into forward exchange contracts to hedge against its foreign currency
exposures relating to the underlying transactions and firm commitments. The Company does not
enter into any derivative instruments for trading or speculative purposes.
The forward exchange contracts used for hedging foreign currency exposure and outstanding as
at reporting date are as under:

Indian Rupee
Number of Buy amount
Currency equivalent (` in
Contracts (USD in Lakhs)
Lakhs)
Forward contract to buy USD- As on 31.3.2021 7 9.34 682.91
Forward contract to buy USD- As on 31.3.2020 1 0.75 56.77
Exposure in Foreign Currency- Unhedged
The Foreign currency exposure not hedged as at 31st March 2021:
Payable (in Foreign currency) Receivables (in foreign currency)
Currency As at 31st As at 31st As at 31st As at 31st
March 2021 March 2020 March 2021 March 2020
USD in Lakhs 6.97 1.93 1.90 3.70
INR in Lakhs 509.62 146.01 138.66 280.29

123
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

28.4. Provisions, Contingent Liabilities and Contingent Assets:


a) Contingent liabilities not provided for (excluding interest and penalty, if any) (` in Lakhs)
As at As at
Claims against the Company not acknowledged as debt
31st March 2021 31st March 2020
Service tax & VAT 13.81 13.81
Central Sales Tax 246.86 -
b) Estimated amount of contracts remaining to be executed on capital account and not provided for
(Net of advances) - Rs. 132.57 lakhs (Previous Year Rs. 857.88 lakhs)
c) SIPCOT has raised a demand of Rs.12.00 lakhs for payment of additional cost for the land at
Cuddalore taken on long-term lease together with interest @ 16.5%p.a. The Company has paid
an initial amount of Rs.6.00 lakhs in 1995 and additional amount of Rs.6.00 lakhs in 2001, as per
the directions of the Honourable High Court of Madras. However, SIPCOT has preferred an appeal
against the order of the High Court challenging the waiver of interest. Matter is pending at High
court of Madras.
d) During the Financial Year 1991 - 92 the Company has received a notice from the Tamil Nadu Sales
Tax authorities towards levy of tax etc. on sales effected from Pondicherry Depot during 1989-
90 and 1990-91. Based on the directions of the Honourable High Court of Madras, the Appellate
Assistant Commissioner, Commercial Taxes, Chennai passed the order in favour of the company
thereby reducing the demand to Rs. 52.77 lakhs. The amount has since been paid under protest.
The company has also filed a writ petition before Honourable High Court of Madras, for granting
refund of tax paid earlier to Pondicherry Government. As a matter of abundant caution, provision
has been made in these accounts for the disputed amount of Rs. 52.77 lakhs.
The Honourable High Court had passed Order vide SR No.49922 dated 1st September, 2016,
disposing the all writ petitions filed earlier on various occasions and giving liberty to the Company
(Petitioner) to file an appeal before the Tamil Nadu Sales Tax Appellate Tribunal within Sixty days
from the receipt of the order, who shall entertain the appeal without reference to the limitation.
Accordingly, the Company has filed an appeal before The Tamil Nadu Sales Tax Appellate
Tribunal on 6th January, 2017, pursuant to the judgement order dated 01.09.2016 delivered on
22/11/2016 and appeal proceeding is awaited.
e) 
The company has a process of evaluating financial impact of pending litigation on Financial
Statement and making necessary provision in terms of prevailing accounting practices.
f) The Company has a process whereby periodically all long term contracts are assessed for material
foreseeable losses (Including all derivative contracts). At the year end, the Company has reviewed
and ensured that adequate provision as required under any law / accounting standards for material
foreseeable losses on such long term contracts has been made in the books of account.
28.5. Fair Value Measurement:
The management assessed that cash and bank balances, trade receivables, trade payables, cash
credits and other financial assets and liabilities approximate their carrying amounts largely due to
the short-term maturities of these instruments.

124
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

The fair values of the financial assets and liabilities are included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
The Company has established the following fair value hierarchy that categorises the values into 3
levels. The inputs to valuation techniques used to measure fair value of financial instruments are:
• 
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets
or liabilities.
• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• 
Level 3: Inputs for the assets or liabilities that are not based on observable market data
(unobservable inputs).
The following table provides the fair value measurement hierarchy of the Company’s assets and
liabilities-
A. Quantitative disclosures fair value measurement hierarchy for financial assets as at 31st March,
2021 and 31st March, 2020 (` in Lakhs)
Fair value measurement using
Total
Particulars (Level 1) (Level 2) (Level 3) (Amount)
Amount Amount Amount
As at March 31, 2021:-
Financial Assets at amortised cost:
Trade receivables - - 1,601.26 1,601.26
Cash and cash equivalents - - 238.12 238.12
Bank Balances other than cash and cash
- - 397.01 397.01
equivalent
Investment in Short Term Mutual Funds 2,136.97 - 2,136.97
Loans & Advances - - 0.94 0.94
Assets measured at fair value
Fair value through Other Comprehensive Income
Investment in Equity shares - 132.05 - 132.05
As at March 31, 2020:-
Financial Assets at amortised cost:
Trade receivables - - 1,794.33 1,794.33
Cash and cash equivalents - - 0.06 0.06
Bank Balances other than cash and c ash
- - 2.75 2.75
Equivalent
Investment in Short Term Mutual Funds - - - -
Loans & Advances - - 0.75 0.75

125
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

(` in Lakhs)

Fair value measurement using


Total
Particulars (Level 1) (Level 2) (Level 3) (Amount)
Amount Amount Amount
Assets measured at fair value
Fair value through Other Comprehensive Income
Investment in Equity shares - 98.25 - 98.25
B. Quantitative disclosures fair value measurement hierarchy for financial liabilities as at 31st March,
2021, 31st March, 2020  (` in Lakhs)

Fair value measurement using


Total
Particulars (Level 1) (Level 2) (Level 3) (Amount)
Amount Amount Amount
As at March 31, 2021:-
Financial Liabilities at amortised cost:
Other Borrowings - - -
Trade payables - - 2,631.24 2,631.24

As at March 31, 2020:-


Financial Liabilities at amortised cost:
Other Borrowings - 39.58 39.58
Trade payables - - 1,069.85 1,069.85

28.6. Financial risk management objectives and policies:



The Company’s principal financial liabilities, other than derivatives, comprise loans and
borrowings, trade and other payables. The main purpose of these financial liabilities is to finance
the Company’s operations. The Company’s principal financial assets include trade and other
receivables, investments, and cash & cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior
management oversees the management of these risks. It is the Company’s policy that no trading
in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and
agrees policies for managing each of these risks, which are summarised below.
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises of foreign currency risk. Market
risk is attributable to all market risk sensitive financial instruments including foreign currency
receivables, payables and borrowings. The sensitivity analyses in the following sections relate to
the position as at 31st March, 2021 and 31st March, 2020.

126
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective
market risks. This is based on the financial assets and financial liabilities held at 31st March, 2021
and 31st March, 2020.
(i) Foreign currency risk
The Company may also have foreign currency exchange risk on procurement of raw materials.
The Company manages this foreign risk using derivatives, wherever required to mitigate or
eliminate the risk
Foreign currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in rate of
USD, with all other variables held constant. The impact on the Company’s profit before tax
is due to changes in the fair value of monetary assets and liabilities.
 (` in Lakhs)
As at 31st March, 2021 As at 31st March, 2020
Basis Points
2% increase 2% decrease 2% increase 2% decrease
Effect on profit before tax
(7.42) 7.42 2.69 (2.69)
(Amount)
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument
or customer contract, leading to a financial loss. The Company is exposed to credit risk from its
operating activities (primarily trade receivables).
The Company considers the probability of default upon initial recognition of asset and whether
there has been a significant increase in credit risk on an ongoing basis throughout each reporting
period. To assess whether there is a significant increase in credit risk the Company compares the
risk of default occurring on asset as at the reporting date with the risk of default as at the date of
initial recognition. It considers reasonable and supportive forwarding-looking information such as:
i. Actual or expected significant adverse changes in business,
ii. Actual or expected significant changes in the operating results of the counterparty,
iii. 
Financial or economic conditions that are expected to cause a significant change to the
counterparty’s ability to meet its obligations,
iv. Significant increase in credit risk on other financial instruments of the same counterparty,
v. Significant changes in the value of the collateral supporting the obligation or in the quality of
the third-party guarantees or credit enhancements.
Financial assets are written off when there are no reasonable expectations of recovery, such as a
debtor failing to engage in a repayment plan with the Company.
Assets in the nature of Investment, security deposits, loans and advances are measured using 12
months expected credit losses (ECL). Balances with Banks is subject to low credit risk due to good

127
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

credit rating assigned to these banks. Trade receivables are measured using life time expected
credit losses.
Financial Assets for which loss allowances is measured using the Expected Credit Losses (ECL):

The Ageing analysis of Account receivables has been considered from the date the invoice falls
due-
 (` in Lakhs)
As at As at
Ageing
31st March, 2021 31st March, 2020
1 to 60 days 1,532.93 1,722.23
61 to 91 days 48.01 50.59
92 to 181 days 21.65 12.52
182 to 321 days 11.03 11.89
322 days and above 9.43 10.73
Total 1,623.05 1,807.96
The following table summarizes the changes in loss allowances measured using life time expected
credit loss model (` in Lakhs)
As at As at
Provisions
31st March, 2021 31st March, 2020
Opening Provision 13.63 35.79
Add:- Additional provision made 8.16 -
Less:- Provision utilised against bad debts / reversal of
- (22.16)
excess provision
Closing provisions 21.79 13.63
No Significant changes in estimation techniques or assumptions were made during the year
c) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its
obligations on time or at reasonable price. The Company determines its liquidity requirements in
the short, medium and long term. This is done by drawing up cash forecast for short- and medium-
term requirements and strategic financing plans for long term needs. Management monitors the
Company’s liquidity position through rolling forecasts on the basis of expected cash flows.
Maturity patterns of the Financial Liabilities of the Company at the reporting date based on
contractual undiscounted payment- (` in Lakhs)
Less than 1 1 to 5 years More than 5
As at 31st March, 2021 Total (Amount)
year (Amount) (Amount) Years (Amount)
Borrowings - - - -
Trade payables 2,631.24 - - 2,631.24
Total 2,631.24 - - 2,631.24

128
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

Less than 1 1 to 5 years More than 5


As at 31st March, 2020 Total (Amount)
year (Amount) (Amount) Years (Amount)
Borrowings 39.58 - - 39.58
Trade payables 1,069.85 - - 1,069.85
Total 1,109.43 - - 1,109.43
d) Capital Management
For the purposes of the Company’s capital management, capital includes issued capital, share
premium and all other equity reserves attributable to the equity holders. The Company aims to
manage its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns to our shareholders.
The capital structure of the Company is based on management’s judgement of the appropriate
balance of key elements in order to meet its strategic and day-to-day needs. We consider the
amount of capital in proportion to risk and manage the capital structure in light of changes in
economic conditions and the risk characteristics of the underlying assets.
The Company’s policy is to maintain a stable and strong capital structure with a focus on
total equity so as to maintain investor, creditors and market confidence and to sustain future
development and growth of its business. The Company will take appropriate steps in order to
maintain, or if necessary adjust, its capital structure
The Company manages its capital structure and makes adjustments in light of changes in economic
conditions and the requirements of the financial covenants. The Company monitors capital using
a gearing ratio, which is net debt divided by total capital plus net debt.
 (` in Lakhs)
As at As at
Particulars
31st March, 2021 31st March, 2020
Net Debt - 39.58
Total Equity 8,323.57 6,519.71
Total Capital and Net debt 8,323,57 6,559.29
Gearing Ratio - 0.60%

129
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

28.7. Assets taken on operating lease


The Company has taken certain assets on operating lease. The lease rentals payable by the
Company is on monthly/ quarterly basis. Future minimum lease rental payable under non-cancellable
lease agreements are as under:
(` in Lakhs)
As at As at
Particulars
31st March 2021 31st March 2020
Not Later than 1 year 19.14 17.80
Later than 1 year but not later than 5 years - -
Later than 5 years - -
Total 19.14 17.92
Lease payments recognized in the Statement of Profit & Loss for the year is Rs.19.14 lakhs
(Previous year: Rs 17.92 lakhs)
28.8. Earnings per Share (` in Lakhs)
For year ended For year ended
Particulars
31st March 2021 31st March 2020
Profit / (loss) after taxation 1,747.41 1,697.43
Weighted average number of shares outstanding during the
99.75 99.75
year (Nos)
Earnings per share of Rs 10 each
Basic (in Rs.) 17.52 17.02
Diluted (in Rs.) 17.52 17.02
28.9. T
 he company operates in single segment i.e, Fluro- Chemicals in India and all other activities
evolve around the same. Hence, there is no reportable primary/secondary segment
28.10. Recent Accounting Pronouncements
Ministry of Corporate Affairs (“MCA”) has notified following amendments to Ind AS on 30th
March 2019 which is effective for the annual period beginning on or after 1st April 2019.
a). Ind AS 116 “Leases”:
On 30th March 2019, the Ministry of Corporate Affairs issued the Companies (Indian
Accounting Standards) Amendment Rules, 2019, notifying Ind AS 116 “Leases”, which
replaces Ind AS 17 “Leases”. The new standard (Ind AS 116) introduces a single on-balance
sheet lease accounting model for lessee. This will result in the company recognizing right of
use assets & lease liability in the books.
The Company does not have lease arrangements which would require recognition of asset in
form of 'Right to use' and liability towards present value of future rent payable. Hence, there
is No Impact in the financial statement of the company.

130
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

b). Ind AS 12 - Appendix C, Uncertainty over Income Tax Adjustments


The amendment requires an entity to determine probability of the relevant tax authority
accepting the uncertain tax treatment that the Company has used in tax computation or plan
to use in their income tax filings.
c) Amendment to Ind AS 12 – Income taxes
The amendment clarifies that an entity shall recognise the income tax consequences of
dividends in profit or loss, other comprehensive income or equity according to where the
entity originally recognized those past transactions or events.
d) Ind AS 19 - Plan amendment, curtailment or settlement
The amendments require an entity to use updated assumptions to determine current service
cost and net interest for the remainder of the period after a plan amendment, curtailment or
settlement and to recognize in profit or loss as part of past service cost, or a gain or loss on
settlement, any reduction in a surplus, even if that surplus was not previously recognised
because of the impact of the asset ceiling.
Based on preliminary assessment, the Company does not expect any significant impact on its
financial statements on account of above (a), (b), (c) and (d) amendments.
28.11. Impact of COVID -19
The spread of COVID-19 has severely impacted businesses around the globe. In many countries,
including India, there has been severe disruption to regular business operations due to lockdowns.
The pandemic partially impacted operations and financial results of the Company.
However, the Company continue to take various precautionary measures to protect from
COVID-19, strictly adhering to the guidelines issued by the Central and State Governments from
time to time.
The Company has been taking various precautionary measures to protect employees and their
families from COVID-19 apart from contributing through local authorities at the plant location
towards countering COVID-19 impact on the local communities. The Company has prepared a
detailed manual exclusively for the use of its employees and implemented various action plans
based on this.
As part of its Business Continuity Plan (BCP), the Company has assessed the impact of pandemic
on its financial results based on internal and external information available up to the date of approval
of the financial results. and believes that there is no material impact or adjustments required in the
financial result for the period ending 31st March 2021. As the situation is continuously evolving,
the company will continue to monitor future events for any material change in the economic
conditions.

131
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021

28.12. T
 he Government of India, on 20th September, 2019 vide the Taxation Laws (Amendment)
Ordinance 2019, inserted a new section 115BAA in the Income Tax Act, 1961 which provides
an option to the Company for paying income tax at reduced rates subject to compliance of the
conditions stipulated therein. The Company has chosen not to opt for the reduce rate of tax in
September, 2019 and continue with the existing rate of Tax.
28.13. Previous year figures are regrouped or rearranged wherever considered necessary.

For and on behalf of the Board of


As per our report on even date attached
Directors of
For Khimji Kunverji & Co LLP TANFAC Industries Limited
Chartered Accountants CIN: L24117TN1972PLC006271

K.Sendhil Naathan M.R.Sivaraman


Managing Director Director
DIN: 08850046 DIN: 00020075

Praveen Kumar Daga N.R.Ravichandran R.Karthikeyan


Partner (143762) Chief Financial Officer Director
DIN: 00824621

Camp : Bengaluru Archana.T


Date: May 7, 2021 Company Secretary

132
NOTES:
NOTES:
NOTES:
NOTES:
REGISTERED PARCEL I SPEED POST

If undelivered please return to:


Integrated Enterprises (India) Limited
Unit: TANFAC INDUSTRIES LIMITED
2"d Floor, uKences Towers",
No. 1, Ramakrishna Street,
Off. North Usman Road, T.Nagar
Chennai - 600 017.
Email Id: corpserv@integratedindia.in

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