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Transpek Industry Ltd.

BSE: 506687 Sector: Industrials
NSE: TRANSPEK ISIN Code: INE687A01016
BSE 00:00 | 24 Apr 2020 Transpek Industry Ltd
NSE 05:30 | 01 Jan 1970 Transpek Industry Ltd

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OPEN 1399.05
PREVIOUS CLOSE 1417.30
VOLUME 2868
52-Week high 2032.00
52-Week low 1076.50
P/E 9.83
Mkt Cap.(Rs cr) 775
Buy Price 1385.00
Buy Qty 1.00
Sell Price 1396.00
Sell Qty 3.00
OPEN 1399.05
CLOSE 1417.30
VOLUME 2868
52-Week high 2032.00
52-Week low 1076.50
P/E 9.83
Mkt Cap.(Rs cr) 775
Buy Price 1385.00
Buy Qty 1.00
Sell Price 1396.00
Sell Qty 3.00

Transpek Industry Ltd. (TRANSPEK) - Director Report


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Company director report

To

The Members

Your Directors have pleasure in presenting the Fifty Third Annual Report together withthe Stand alone and Consolidated Audited Financial Statements of the Company for thefinancial year ended 31st March 2019.

1. FINANCIAL RESULTS (STANDALONE):

2018 - 2019 2017 - 2018
Rs. in Lakhs Rs. in Lakhs
Net Sales including Trading and Operating Income 59456.57 36357.47
Other Income 1780.35 975.37
Cash Profit/(Loss) before Extraordinary Items and Taxes 11544.76 4494.73
Profit/(Loss) before Tax 10130.51 3502.25
Provision for Taxation
Current:
(i) Current Tax 2293.09 680.49
(ii) Deferred Tax (Asset) / Liability 1263.72 209.10
(iii) Tax adjustment for earlier years - (27.68)
Profit/(Loss) after Tax 6573.70 2640.27
Balance brought forward from Previous Year 9493.92 6470.99
Amount available for appropriation 15471.11 9493.92

Note : Previous year figures have been regrouped / rearranged wherever necessary.

2. DIVIDEND:

Your Directors have recommended a dividend of Rs.20/- (i.e.200%) per equity share ofRs. 10/- each on the Equity Share Capital of Rs. 558.56 Lakhs for the year ended 31stMarch 2019 (previous year: 90% i.e. Rs. 9.00/- per share).

The dividend will be paid to members whose names appear in the Register of Members ason 2nd August 2019 in case of physical shareholding and in respect of shares indematerialised form it will be paid to members whose names are furnished by the NationalSecurities Depository Limited and Central Depository Services (India) Limited asbeneficial owners as on that date.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:

The Directors are happy to report that the net sale of the Company for the year underreview is Rs.59233.41 Lakhs as compared to Rs.35909.12 Lakhs in the previous year anincrease of 64.95%. Exports have increased to Rs.48352.26 Lakhs from Rs.25250.78 Lakhs inthe previous year i.e. an increase of 91.49%. The Company has achieved a net profit ofRs.6573.70 Lakhs for the year 2018-19 as against Rs. 2640.29 Lakhs in the previous yeari.e. an increase of 149%.

During the year sales increased due to significant increase in the export sales.

4. OUTLOOK:

The overall outlook for the Indian Chemical Sector continues to remain positive on thebackdrop of increasing global demand and state of Chinese chemical manufacturers remainingunchanged. Global chemical companies are exploring the opportunities of making strategicalliances/partnerships and investments with Indian Chemical companies. The demand for RawMaterials and Intermediates is on the rise. Further support from the government will helpin capturing the available growth potential on offer.

The Company has been constantly strengthening its operations and systems including EHSand Safety Practices to take advantage of the opportunity that may arise considering thecurrent outlook and strong customer relationships. The company has been successful inachieving the desired levels of production under the long term agreement and furtherconsolidated its supplies.

5. QUALITY ENVIRONMENT HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The Company's existing Integrated Management System is accredited with QMS ISO 9001:2015 EMS ISO 14001:2015 and BS OHSAS 18001: 2007& EMS ISO 50001: 2011. The Company isalso now accredited for Energy Management System ISO 50001: 2011 certification with TUVNORD - a certification agency. The Company is committed to ensure protection of theenvironment and maintenance of biodiversity. The Company continues taking severalinitiatives to achieve this goal.

The Company places a strong emphasis on ensuring safety of the employees andsurrounding population and has very effective safety management systems in place. TheCompany is a member of the Indian Chemical Council and has taken steps to become asignatory to ‘Responsible Care' a globally recognised Chemical Industry initiative.The Company has also achieved Silver grade for its CSR initiatives from Ecovadis Germany.

6. SUBSIDIARY COMPANY:

Transpek Industry (Europe) Limited (‘TIEL') is a wholly owned subsidiary of theCompany and during the year under review it has continued to provide services to some ofthe Indian companies under REACH regulations. The expenses incurred during the year areapportioned to and recovered by TIEL from Transpek Industry Limited the holding companyand other participating companies resulting in there being no profit and no loss.

7. DISCLOSURE UNDER THE COMPANIES ACT. 2013:

Information given below is pursuant to various disclosure requirements prescribed underthe Companies Act 2013 (hereinafter ‘the Act') and the rules thereunder to theextent applicable to the Company and is in addition to those included in appropriateplaces in the Corporate Governance Report as prescribed under the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 [hereinafter 'SEBI ListingRegulations'] forming part of the Annual Report.

a) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed to this report as 'Annexure -I'.

b) WEB ADDRESS WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HASBEEN PLACED:

The Annual Return in form no. MGT - 7 as per Sections 134 (3) (a) of the Act read withRule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies (Management andAdministration) Rules 2014 is placed on the website of the Company www.transpek.com.

c) EXTRACTS OF ANNUAL RETURN & OTHER DISCLOSURES:

The extract of the Annual Return in form no. MGT-9 as per Section 134(3)(a) of the Actread with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies (Managementand Administration) Rules 2014 is annexed to this report as 'Annexure - II'.

d) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company's Remuneration Policy and information pursuant to Rule 5 (1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areannexed to this report as 'Annexure - III'. The copy of the policy is placed on thewebsite of the Company www.transpek.com.

e) CRITERIA FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Nomination and Remuneration Committee shall consider the following aspects andtraits for selecting a person for Directorship:

• Qualifications; Age; Expertise and Experience; Understanding of Governance andManagement Practices and Independence

The Nomination and Remuneration Committee shall consider the following aspects andtraits for selecting a person for appointment in Key Managerial position and other SeniorManagement Positions:

• Qualifications; Age; Experience and Competence; Industry background andManagerial and Leadership abilities The Copy of policy is placed on the website of theCompany www.transpek.com.

f) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year under review your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract for supply of materials or equipment or job work if any;

b) given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and

c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate.

g) RELATED PARTY TRANSACTIONS:

During the year under review all the Related Party Transactions were in the ordinarycourse of business and on an arm's length basis. Those transactions were placed before theAudit Committee of Directors for prior approval in the form of omnibus approval asprovided in SEBI LODR Regulations.

Apart from these the Company has carried out transactions with the following relatedparties as per the contracts approved by the Audit Committee and Board of Directors of theCompany as re-quired under the Act and the SEBI LODR Regulations:

• continued the arrangement with M/s. TML Industries Limited (‘TML') formanufacture of the Company's product on job-work basis at TML's factory premises situatedat Village: Piludra Dist: Bharuch and Village: Karakhadi Dist: Vadodara; and

• Payment of Commission on Sales to M/s. Anshul Life Science as a Distributor ofthe Company's products.

Considering the turnover of the Company and as per the criteria laid down under Section188 of the Act and the Rules framed there under and under Regulation 23 of the SEBIListing Regulations both the aforementioned transactions were not "material"requiring shareholders' approval.

Details relating to these transactions have been given in Annexure IV to this report inthe prescribed form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 ofthe Act read with Rule 8 (2) of the Companies (Accounts) Rules 2014.

The policy on materiality of related party transactions etc. as approved by the Boardis placed on the Company's website on the link: http://www.transpek.com/pdf/policy-on-materiality-of-events.pdf.

Your Directors draw attention of the members to Note no.42 to the financial statementwhich sets out related party disclosures.

h) RISK MANAGEMENT:

The Company has formulated a policy to identify and evaluate business risks andopportunities in compliance with the provisions of Section 134 (3) (n) of the Act. Thispolicy framework ensures transparency minimizes adverse impact on the business objectivesand enhances the Company's competitive advantage.

On the basis of ISO: 31000 standard the Company has adopted the Risk ManagementProcedures and has also put a mechanism in place for managing risk factors in technicaland commercial areas.

The Company has voluntarily constituted a Risk Management Committee comprising thefollowing Directors and a Senior Executive to monitor and review the Risk Management Planof the Company though Regulation 21 of the SEBI Listing Regulations is not applicable:

1. Shri Bimal V Mehta Managing Director & Chairman of the Committee
2. Shri Ravi A. Shroff Promoter Director & member of the Committee
3. Shri R.B.Shetty Sr. Vice President - Technical & member of the Committee

i) EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES OF DIRECTORS AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of Sections 134 (3) (p) and 178 of the Act Rule 8(4) of theCompanies (Accounts) Rules 2014 and Regulations 17 and 19 of SEBI LODR Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually evaluation of the Chairman of the Board as well as of the workingof its Audit Nomination & Remuneration and other Committees of the Board. The mannerin which the evaluation has been carried out has been explained in the ‘CorporateGovernance Report' which forms a part of this Annual Report.

j) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There was an accidental leakage of Terephthaloyl Chloride in ACL-6 Plant of the Companyat Village: Ekalbara Taluka: Padra District: Vadodara on 8th May 2019 and fiveemployees of the Company working in the said plant sustained minor to severe burn injuriesand they were admitted in city's prominent multi-speciality hospital for medicaltreatment. Two of them with minor burn injuries were immediately discharged aftertreatment. The other three employees with different degrees of burns were also treated bya highly competent team of medical experts and they have also now been discharged. Theirconditions are now stable and are recovering well.

Consequent upon this incident and pursuant to the orders received from the FactoryInspector and Gujarat Pollution Control Board dated 9th May 2019 all operationalactivities had remained suspended. Subsequently the Company has on 24th June 2019received order of revocation of closure of its operations at its factory premises atEkalbara and Company has restarted its operations.

As required under the SEBI LODR Regulations the Company has informed the BSE Limitedabout this incident and the orders for suspension of operations as well as revocation ofsuspension orders at Ekalbara unit. The closure has resulted in production & revenueloss until restoration of operations.

k) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate and effective Internal Financial Controls withreference to financial statements commensurate with its size and nature of businessoperations. During the year such controls were tested and upgraded where necessary andno reportable material weaknesses in their design or operation were observed.

l) LEGAL COMPLIANCE:

The Board has devised proper systems commensurate with the size and operations of theCompany to monitor and ensure compliance of all the applicable laws and the said system isfound adequate and operating effectively. The functional heads of the differentdepartments responsible for compliance submit compliance reports to the Managing Directorbased on which the Company Secretary and the Managing Director provide compliancecertificate to the Board on a quarterly basis.

m) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been contributing in the development of the surrounding areas sinceits inception. The Company supports and contributes to activities relating to promotion ofeducation sports medical and health care vocational skill development and livelihoodenhancement and programmes and activities relating to environment sustainability etc.During the year 2018-2019 your Company has enhanced its CSR activities to a largercommunity in order to provide maximum benefit to the surrounding villages.

These CSR projects and activities are in compliance with Schedule VII of the Act.

In the field of education your Company continued to implement Special TeachingProgramme for students studying in 3rd to

8th Standards on the basis of their learning level assessment. The programme hascovered many students in villages of Padra Block of Vadodara district and in villages ofChhotaudepur.

Extra classes programmes were also held for students in villages of Padra BlockVadodara for students of Classes 4 to10.

Kalrav Bal Mela was organised at Dabhasa school wherein total 1080 students from 6schools of Padra block and Mahuvad had participated.

Your Company has continued to provide support to Shroffs Foundation Trust (SFT) inrunning a fully equipped Mobile Medical Unit for providing door step medical services inthe tribal area of Chhotaudepur district. With this initiative the tribal residents ofChhotaudepur have benefited and their several health issues could be attended to andresolved.

Your Company also conducted programmes focused on anaemia in Ekalbara Mahuvad andKhanderaopura villages and a good number of women were medically examinad.

The Company has continued its contribution in the upgradation of training facilities atthe Industrial Training Institute (ITI) at Padra and also conducted short term courses onplumbing masonry and wiring for the inmates of the Vadodara Central Jail with a view toequipping them to earn their livelihoods in a dignified manner after their release fromjail. Vadodara Central Jail association introduced Beauty Parlour Course for femaleinmates to equip them also to earn livelihood in a dignified manner after their releasefrom jail.

Computer hardware repairing course was conducted for youngsters with speechdisabilities at Mook Dhwani Trust (Partner NGO) to also enable them to earn livelihood.

Your Company has continued to extend monetary support for rural sanitation andcleanliness in furtherance of the objectives of Government of India's Swachh BharatMission.

The residents of Khanderaopura village were benefited by making vermicompost beds andamrutpani units under the assistance and guidance of company's CSR team.

In addition to the CSR activities that the Company undertakes the employees are alsomotivated to render social services. They have been contributing one day salary (matchedby equivalent contribution by the Company) towards expenditure on social welfareactivities.

A brief outline of the policy and the CSR activities carried out during the year isannexed to this report as 'Annexure -V'.

n) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as'Annexure - VI' and forms part of this Report.

o) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder andRegulation 24A of the SEBI LODR Regulations the Board of Directors has appointed ShriVijay L. Vyas Practising Company Secretary (FCS: 1602; CP No. 13175) Vadodara as theSecretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31stMarch 2019. The Secretarial Auditor has submitted his Report on Secretarial Auditconducted by him which is annexed to this report as 'Annexure - VII’. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Ashwin C. Shroff a Director and non-executive Chairman of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Directors recommend his re-appointment.

Also on the recommendations of the Nomination and Remuneration Committee the Board ofDirectors recommend to the shareholders the re-appointment of Smt. Geeta Amit GoradiaShri Nimishbhai Upendrabhai Patel Shri Hemantkumar Jayantiprasad Bhatt Dr. Bernd Dilland Shri Ninad Dwarkanath Gupte Independent Directors of the Company for further periodsof five years from the conclusion of this 53rd Annual General Meeting to the conclusion ofthe 58th Annual General Meeting to be held in the calendar year 2024 by means of SpecialResolutions.

9. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BYGOVERNMENT OF INDIA:

During the year under review your Company has transferred the unclaimed dividend and6823 equity shares of the shareholders of the Company whose dividend had been lyingunclaimed with the Company for a period of seven consecutive years pursuant to theintroduction of Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 and subsequent amendments thereto by the Ministry ofCorporate Affairs Government of India.

The list of the said shareholders is available on the Company's website http://www.transpek.com/unpaid data.htm

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Act with respect toDirectors' Responsibility Statement the Directors state that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeenfollowed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under sub-section (6)of Section 149 the Act as well as under Regulation 25 of SEBI LODR Regulations.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Regulation 34 of the SEBILODR Regulations 2015 is included in this Report along with a certificate of the Auditorconfirming its compliance with the conditions of Corporate Governance stipulated under thesaid Regulation.

13. AUDITORS AND AUDITORS' REPORT:

a) STATUTORY AUDITORS:

The members of the Company had at their 49th Annual General Meeting held on 21stSeptember 2015 appointed M/s. CNK & Associates LLP Chartered Accountants Vadodaraas Statutory Auditors of the Company for a period of five years i.e. from the conclusionof the 49th Annual General Meeting upto the conclusion of the 54th Annual General Meetingto be held in the year 2020 as prescribed under Section 139 (1) and (2) of the Act andrelevant rules framed thereunder.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

b) COST AUDIT COMPLIANCE:

The Board has re-appointed M/s. YS.Thakar & Co. Cost Accountants as the CostAuditors for conducting cost audit of cost records of the Company for the Financial Year2019-2020 under Section 148 (1) of the Act.

Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Records andAudit) Rules 2014 Cost Audit Report for the financial year ended 31st March 2018 wassubmitted to the Central Government on 30th August 2018. Necessary resolution forapproval of their remuneration is being proposed at the ensuing 53rd Annual GeneralMeeting. Their Report does not contain any qualification reservation or adverse remark ordisclaimer.

14. DISCLOSURES:

a) AUDIT COMMITTEE:

Details of the composition of the Audit Committee of Directors of the Company have beenmentioned in the Corporate Governance Report. During the year under review there were nosuch instances wherein the Board of Directors of the Company did not accept therecommendations of the Audit Committee.

More details about all the Committees of Directors are given in the CorporateGovernance Report.

b) MEETINGS OF THE BOARD:

During the year under review 5 (five) Board meetings were held. For further detailsplease refer to the Report on Corporate Governance.

c) VIGIL MECHANISM:

The Company has established a Vigil Mechanism and a Whistle Blower Policy to reportgenuine concerns about unethical behaviour actual or suspected fraud or violation of codeof conduct details of which have been given in the Corporate Governance Report. TheWhistle Blower Policy has been posted on the website of the Company and can be accessed atlink -http://www.transpek.com/pdf/whistle-blower-policy.pdf.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business of theCompany.

16. FIXED DEPOSITS:

During the year under review your Company has accepted/ renewed deposits amounting toRs.111738000/- only from the shareholders of the Company. The deposits which maturedand remained unclaimed as at 31st March 2019 amount to Rs.413000/-. The Company hadsent written reminders to the Depositors for their appropriate action in this regard andas on the date of report deposits amounting to Rs.413000/- only have remained unclaimed.

The Deposits and Interest which remained unclaimed for last seven years have beentransferred to the Investor Education and Protection Fund as required under section 125 ofthe Act. The list of the depositors whose deposits and interest are transferred to IEPF isavailable on the Company's website www.transpek.com.

During the year there has been no default in repayment of deposits or payment ofinterest thereon. Also during the year there were no deposits accepted by the Companywhich did not comply with the requirements of Chapter V of the Act.

17. STOCK EXCHANGE:

The Company's equity shares are listed on the BSE Limited and the Listing Fees of theCompany for the Financial Year 20192020 have been paid. The address of the said Exchangeis as under:

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street Fort Mumbai - 400 001.

Scrip ID: ‘transpek'; Scrip Code: 506687; Group/Index: ‘X'; ISIN:INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES:

Employees' Welfare Schemes such as subsidized food in the Company's canteen at thefactory medical facilities Group Mediclaim Insurance and Group Accident Insurancecontinued to be maintained by the Company. Sports and Cultural activities were also givendue importance. The Company has also set up a place for doing Yoga playing Table Tennisand a Gym for the employees. Employees are also given core long-term health offering whichincludes making available preventive medical examinations to cover fields of prevention ofmental health fitness and nutrition. Reports show that the examinations contribute toimprovement in fitness blood pressure nutrition habits and nicotine abstinence.Employees are also offered training programmes and workshops on health-orientedleadership. Monetary support is also given to employees who wish to acquire highereducational qualifications.

Merit awards are also given to employees' children. The Company promotes innovationrewards for performance and provides opportunities for people to grow. In addition yourCompany has put in place a range of initiatives for attracting and retaining a highperformance work force. The Company also rewards exemplary performance of employees. TheCompany has a unique scheme of supporting widows of deceased workers where a monthlyallowance is given from a fund created for this purpose.

19. PROTECTION OF WOMEN AT WORKPLACE:

The Company has employed a number of women in various cadres. It has put in place aSexual Harassment Policy in line with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. An internal committee ofwomen employees is also set up to redress complaints received which are monitored by womensupervisors who are fully aware of the Policy and redressal mechanism. All employees ofthe Company and those of contractors as well as trainees are covered under this Policy. Nocomplaint was received from any employee during the financial year 2018-2019 and nocomplaint is outstanding as on 31st March 2019 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis dealing with the Operations BusinessPerformance etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to theCompany by the Company's Bankers and State Government agencies. Your Directors also wishto place on record their appreciation of the contribution made by employees at all levelstowards the growth of the Company. Your Directors acknowledge with gratitude the supportof the shareholders investors customers and suppliers for the faith reposed in theCompany and its management.

BY ORDER OF THE BOARD A. C. SHROFF CHAIRMAN PLACE: VADODARA DATED: 25th June 2019

ANNEXURE-I TO THE DIRECTORS' REPORT

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo under section 134 of the Companies Act 2013 read with Rule 8 (3) of theCompanies (Accounts) Rules 2014.

A) CONSERVATION OF ENERGY:

(i) Steps taken for conservation of energy and for utilizing alternative sources ofenergy:

1. Reduction in energy bill and in green house gases (sulphur oxide) by maximumutilisation of renewable energy source i.e. bio-coal in place of furnace oil for boilerand hot oil system.

2. Installation of various energy efficient (IE3) motors in place of old and rewoundmotors for increased efficiency and energy saving.

3. Installation of 35W LED lamps in place of 46W CFL lamps in all plants for betterillumination and energy saving.

4. Installation of 60W LED street lights in place of 104W E+ (type of light) streetlight fixtures for reduced maintenance and energy saving.

5. 350 KVA Reactive Automatic Power Factor Control panel installed at Power ControlCentre - 2 Electric Panels for reduction in KVA demand and improved power factor.

6. 225 KVA Reactive capacitor installed at ACL-6 plant Power Control Centre ElectricPanel to reduce distribution power losses and better overall power factor.

7. Replaced old and leaking 150 HP KC-6 water cooled reciprocating compressor with moreefficient air cooled KC-6 compressor.

8. Cooling tower fan in ACL-6 plant is being operated on auto mode with regard tocooling water temperature to reduce running hours and save energy.

9. ACL-1 plant brine water pipeline damaged. Cold insulation was re-done duringshutdown to save thermal energy.

10. Ceramic coating of 60 HP cooling water pump-1 at SO3 plant completed to providebetter efficiency.

11. 50 HP pump installed in place of 60 HP pump at 27% Oleum Tank to reduce its powerconsumption.

12. To collect condensate from all Mild Steel Polytetrafluoroethylene jacket lines inACL-6 plants and pump it to Boiler for heat recovery and water conservation.

13. Motors which were operating at low capacity at ACL-6 Plant were converted fromdelta connection to star connection for energy saving.

(ii) The investment in various energy conservation activities was Rs.353.00 lakhs andthe estimated annual saving works out to Rs.880.00 lakhs.

B) TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

The Company has been making substantial efforts in reduction of process waste andeffluent. Over the years there has been a significant reduction in the generation ofwastes by adopting better process methodology at the source.

(ii) Benefits derived:

The Company has been able to derive benefits through R & D activities inmanufacturing of Pharmaceutical Intermediates new Acid Chlorides with multiple end usesnew organic chlorides with multiple uses intermediates of personal care chemicals etc.Also the Company has improved process efficiency by using better catalysts.

(iii) Information regarding imported technology: (Imported during last three years):

Your Company has not imported any technology during the last three years.

C) EXPENDITURE INCURRED ON R & D:

(Rs. in Lakhs)
Particulars Current Year Previous Year
(2018-2019) (2017-2018)
Capital 150.58 113.48
Recurring 160.78 130.52
Total 311.36 244.00
Total R&D Expenditure as a % of total turnover 0.53 2.08

D) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lakhs)

Particulars Current Year Previous Year
(2018-2019) (2017-2018)
a) Earned by way of export of goods and claims 49544.04 25438.92
b) Used by way of Imports (Capital/Revenue) 9350.16 10856.84


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