To, The Members,
The Directors present their 51st Annual Report on the business and
operations of the Company and the accounts for the financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
[ ` in Crores]
| Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
| Sales |
556.98 |
378.15 |
| Other Income (including operating income) |
2.95 |
7.08 |
| Operating Expenditure |
428.12 |
307.44 |
| Profit before Depreciation, Finance Cost and
Taxation (PBDIT) |
131.82 |
77.79 |
| Finance Cost |
2.59 |
0.73 |
| Depreciation/Impairment/Amortization |
10.46 |
7.00 |
| Profit before Tax (PBT) |
118.77 |
70.06 |
| Current Tax/Deferred Tax (Net of MAT Credit
Entitlement) |
30.61 |
17.58 |
| Profit After Tax (PAT) |
88.14 |
52.48 |
| Other Comprehensive Income |
0.36 |
0.17 |
| Total Comprehensive Income |
88.51 |
52.65 |
OPERATION REVIEW AND PERFORMANCE
During the year under review, the Company registered highest ever
revenue and net profit on the back of successful commissioning of the Hydrofluoric Acid
expansion project. The expanded capacity has achieved its desired capacity within few days
of commissioning. The Company is currently under implementation of 20,000 TPA of high
purity solar grade Dilute Hydrofluoric Acid (DHF) Project in two phases. The Company had
already commissioned the first phases of 10,000 TPA Solar Grade DHF plant in Jun-25 and
the second phase of the project will be implemented during the second half of financial
year 2025-26. This would result in strategic growth path for the Company in years to come.
The Company has, registered total operating revenue of ` 556.98 Crores
during the year under review as against ` 378.15 Crores in the previous financial year.
The Profit after tax was ` 88.14 Crores during the year under review as against ` 52.48
Crores in the previous financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Section 134(3)(i) of the Companies Act, 2013, the
State of Affairs of the Company along with operational performance/review has been
discussed in Management Discussions and Analysis Report which is appended in this annual
report pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
DIVIDEND
The Board of Directors at their meeting held on April 28, 2025,
recommended a dividend of ` 9.00/- per equity share (90%) of ` 10/- each for the financial
year ended March 31, 2025 involving an outflow of ` 8,97,75,000/- The payment of dividend
is subject to the approval of members at the ensuing Annual General Meeting
(AGM') and deduction of income tax at source. Upon approval at the AGM,
dividend will be paid to those members whose names will appear in the Register of
Members/Beneficial Owners as at the close of business hours on September 17, 2025 i.e.,
Record Date.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company plans to continue its focus on increasing the volume of its
key products including the value-added products (VAP) during the coming years through
market penetration and process improvements.
Your Board of Directors is optimistic of continuous improvements in the
operational performance of the company in the coming years.
HYDROFLUORIC ACID (HF) & VALUE-ADDED PRODUCTS (VAPs)
Your company continues to widen the Customer base and has
alsomadesignificant progress in stringent specialty applications. Your Company was able to
increase the volume during the year. Your company will embark upon of downstream VAPs in
the future to reduce its over dependence on the traditional markets which are getting
SULPHURIC ACID
Your company continued its robust performance in Sulphuric Acid due to
the concerted & continuous efforts made to improve the productivity and overall
operational efficiencies.
EXPORTS
Export turnover had increased by 73% to ` 30.84 Crores against ` 17.82
Crores in the previous year. Your Company endeavors continuously to improve export
performance by expanding the customer base in the current market and penetrating to new
markets.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of
The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished as Annexure A to the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Your Company has not provided any loan(s), guarantee(s) to any person
or body corporate and has not made any investment(s) during the year under Section 186 of
the Companies Act, 2013.
PUBLIC DEPOSITS
The Company did not accept any deposits from the public within the
meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
RELATED PARTY TRANSACTIONS
All related party transactions entered during FY 2024-25 were on
arm's length basis and in the ordinary course of business and were reviewed and
approved by the
Audit Committee Committee was obtained for the transactions which are
foreseen and are repetitive in nature and entered in the ordinary course of business and
on an arm's length basis. A statement giving details of all related party
transactions entered pursuant to the omnibus approval so granted is placed before the
Audit Committee on a quarterly basis for its review.
During the year under review, there were no contracts or arrangements
with related parties or material related party transactions were entered into pursuant to
Section 188(1) of the Companies Act, 2013 read with the relevant rule which
mayhaveapotentialconflictwith the interest of the Company at large. The disclosure of
related party transactions. as required under Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is Annexed as
Annexure - B. competitive.
In terms of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company submits details of related party
transactions on a consolidated basis as per the specified stock exchanges on a half-yearly
basis.
The details of the transactions with related parties are provided in
the accompanying Financial Statements. Related party transactions as required under the
Indian Accounting Standards are disclosed in Notes to the financial statements of the
Company for the financial year ended March 31, 2025. The Policy on Related Party
Transaction is available on the Company's website at
https://www.tanfac.com/policy.php
None of the Directors had any pecuniary relationship or transactions
with the Company except the payments made to them in the form of remuneration, sitting
fee, and reimbursement of expenses, if any.
AUDITORS & AUDITORS' REPORT Statutory Auditors
In terms of the provisions of Section 139 of the Act and the Companies
(Audit and Auditors) Rules, 2014, M/s. Singhi & Co., Chartered Accountants, Kolkata
(Firm Registration No.302049E) was appointed as Statutory Auditors of the Company for a
first term of five years from the conclusion of the 47th Annual General Meeting held on
28th September, 2021 up to the conclusion of the 52nd Annual General Meeting to be held in
the Financial Year 2026-27.
As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India.
The Report given by the Auditors on the financial statements of the
Company forms part of the Annual
Report. There were no qualifications, reservations or adverse remarks
made by the Auditors in their report and no fraud was reported under Section 143(12) of
the Companies Act, 2013.
. Prior omnibus approval of the Audit
Cost Auditor
The Board of Directors of the Company had, on the recommendation of the
Audit Committee, appointment of Mr. N. Krishna Kumar, Cost Accountant, Cuddalore
(Membership No.27885) for conducting the audit of cost records of the Company pertaining
to Inorganic and Organic products manufactured by the Company covered under Central Excise
Tariff Heading Chapter Nos. 28 and 29 respectively in compliance with the Companies (Cost
Records and Audit) Rules, 2014.
The Board of Directors at their meeting held on April 28, 2025, have
appointed Mr. N. Krishnakumar, Cost Accountant as cost auditor for the Financial Year
2025-26 and necessary returns has been filed with Ministry of Corporate Affairs.
The Cost Audit Report for the financial year 2024-25 due to be filed
with Ministry of Corporate Affairs (MCA) had been filed within the due date and there were
no made by the Cost Auditor in his report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the
Company has appointed Ms. Kalyani Srinivasan, Practicing Company Secretaries to undertake
the Company's secretarial audit for financial year 2024-25. The report of the
Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2025 is attached
to this Report as Annexure - C. The Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Pursuant to the recommendations of the Audit Committee and confirmed by
the Board, Ms. Kalyani Srinivasan, Practicing Company Secretary, is proposed to be
appointed as the Secretarial Auditors of the Company to hold office for a term of five
consecutive years from the conclusion of ensuing 51st Annual General Meeting
(AGM') till the conclusion of 56th Annual General Meeting of the Company to be
held in the Year 2030, subject to the approval of shareholders as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 204 of the
Act and Rules thereunder.
The Company doesn't have any subsidiary company. Hence, the
requirement to annex the Secretarial Audit Report of the material subsidiary along with
this report in terms of Regulation 24A of the Listing Regulations is not applicable.
SHARE CAPITAL
The paid-up share capital as on March 31, 2025 stood at ` 9,97,50,000/-
consisting of 99,75,000 equity shares at the face value of ` 10/- each.
NUMBER OF MEETING OF THE BOARD
The Board met Seven times during the year ended March 31, 2025 which
were held on 22.04.2024, 17.05.2024, 06.06.2024, 19.07.2024, 23.10.2024, 24.01.2025 and
07.02.2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment:
The Board of Director through circular resolution on March 29, 2025
appointed Dr. R. K. Tyagi (DIN:01509031) and Mr. Amreek Singh Sandhu (DIN:08064880) as
Independent Directors of the Company for a term of five years w.e.f. April 1, 2025 to
March 31, 2030 and the members of the Company has approved their appointment through
Special Resolution on June 10, 2025. Further, the Board appointed Dr. M. Anuradha Reddy as
Independent Director of the Company for a term of five years w.e.f. May 28, 2025 to May
27, 2030.
Cessation:
Mr. K. Sendhil Naathan (DIN:08064880) Managing Director was
re-appointed as the Managing Director of the Company for a term of six months from
February 27, 2025 to August 26, 2025. He, ceased to become the Managing Director of the
Company from April 18, 2025 due to his demise. The Board placed on record the valuable
services rendered by late Mr. K. Sendhil Naathan during his tenure with the Company.
Mrs. R. Rajalakshmi (DIN:01985132), Mr. V. T. Moorthy (DIN:00007648),
Mr. M. R. Sivaraman (DIN:00020075), Dr. Shankar Narasimhan (DIN:01484214), Independent
Directors ceased to be Independent Directors of the Company w.e.f. March 24, 2025 and
March 31, 2025 on completion of their term as Independent Directors of the Company. The
Board had placed on record their appreciation for the contributions made by them during
their tenure with the Company.
Retirement by rotation:
In terms of Section 152 (6) of the Companies Act, 2013, Mr. Afzal
Harunbhai Malkani (DIN: 07194226) retires by rotation and being eligible offers himself
for reappointment.
Changes in Key Managerial Personnel:
Mr. Hemango Gupta, Chief Operating Officer has been appointed as the
Chief Executive Officer of the Company w.e.f. July 16, 2025.
Ms. Mirudula Dhoot resigned from the position of Company Secretary
& Compliance Officer w.e.f. January 30, 2025 and the Board has appointed Mr. Vinod
Kumar.S as Company Secretary & Compliance Officer w.e.f. January 31, 2025.
INDEPENDENT DIRECTORS AND THEIR DECLARATION
All the Independent Directors of the Company have furnished necessary
declaration in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are
independent of the Management. In terms of Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, they have confirmed that they
are not aware of any circumstance or situation which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. The Board of Directors
of the Company has taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same.
The Board is of the opinion that all Independent Directors of the
Company uphold highest standards of integrity and possess requisite expertise and
experience required to meet their duties as Independent Directors. The Independent
Directors of the Company have confirmed that they have enrolled themselves in the
Independent Directors Databank maintained with the Indian Institute of Corporate Affairs
(IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Directors) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Directors
confirm that: a. In the preparation of the annual accounts, the applicable accounting
standards (IND AS) had been followed along with proper explanation relating to material
departures; b. The Directors had selected such accounting policies and applied them
consistently and made judgments defined and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at March 31,2025
and of the profit of the Company for that period; c. The Directors had taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets 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 the Company and that such internal financial controls
are adequate and were operating effectively; f. The Directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the
Annual Performance Evaluation of the Board, its committees and of individual directors in
the format (questionnaire) prescribed by the Nomination and Remuneration Committee of
theCompany.
The structured questionnaire covers various aspects of the Board's
functioning such as adequacy of the composition of the Board and Committees,Board its
culture, execution and performance of specific duties, obligations and governance etc.
The performance evaluation of the Directors (without participation of
the relevant Director) was carried out by the entire Board. The Directors expressed their
satisfaction with the evaluation process.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met during the year to review
the performance of Non- Independent Directors and the Board as a whole, reviewed the
performance of the Chairperson of the Company and
assessedthequality,quantityandtimelinessofflow of information between the company
management and the Board without the presence of the Non-Independent Directors and members
of the Management.
During the year under review, Independent Directors had a separate
meeting on February 28, 2025, in compliance with the provisions of the Act, 2013 and
Regulation 25(3) of the SEBI Listing Regulations. All the Independent Directors were
present at the meeting.
RISK MANAGEMENT POLICY
The Company has constituted a Risk Management its roles and
responsibilities and laid Committee down the procedure to assess the risk and minimization
procedures. The Risk Management includes identifying types of risks and its assessment,
risk handling & monitoring and reporting. The Board through its Audit Committee shall
also be responsible for framing, implementing and monitoring the risk management plan for
the company. The details of identified risk and mitigation plan would be reviewed by the
Committeeevery quarter and forwarded with their recommendation, if any to the Audit Board
for its review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about
the whistle blower policy are provided in the Annual Report Disclosures under Regulation
34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.The Vigil Mechanism is hosted at https://www.tanfac. com/policy.php
BOARD COMMITTEES
Presently, the Board has five Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Management Committee and CSR
Committee comprising of the required combination of Non-Independent and Independent
Directors. For further details, please refer to the Report on Corporate Governance section
of the
Annual Report.
ANNUAL RETURN
Annual Return as required under Section 92(3), copy of Annual Return is
placed on the Company's website. The web link to access the annual return is
https://www.tanfac. com/annual.php
INTERNAL FINANCIAL CONTROL (IFC)
The Internal Financial control (IFC) stipulates a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
The observations by the Internal Auditors and corrective actions
thereon are presented at the Audit Committee which also oversees and evaluates the IFC
periodically.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of Listing Regulations, a Report on Corporate
Governance is attached asAnnexure - D of this Directors Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The disclosure with respect to remuneration as required under Section
197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - E to this
report. ation The statement containing names of top ten employees in terms of remuneration
drawn and the particulars of employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is available for inspection in electronic mode. Any Member
interested in obtaining a copy of the same may write to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Act, read with CSR
Rules, the Company has constituted Corporate Social Responsibility Committeeand based upon
the recommendation of the CSR committee the Board of Directors have approved CSR Policy.
Disclosure under Companies (Corporate social responsibility policy) rules, 2014 is annexed
as Annexure - F to this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has prepared the Business
Responsibility and Sustainability Report in line with the business principles as provided
in the Business Responsibility Policy adopted by the Company. The Business Responsibility
and Sustainability Report is enclosed as Annexure - G to this Report and the same is also
available on the website of the Company.
REMUNERATION POLICY
On the recommendation of the Nomination and
Remuneration Committee, the Board has framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration
Policy is available on the Company's website at https:// www.tanfac.com/policy.php
INDUSTRIAL RELATIONS
Employee relations continued to be cordial throughout the year. The
whole-hearted support of employees in the implementation of ISO-9001 systems, ISO 14001,
ISO 45001 in energy contribution initiatives and amply demonstrates the high level of
teamwork, sense of belonging to the organization, and solidarity with the Management.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
SAFETY, HEALTH AND ENVIRONMENTAL MANAGEMENT SYSTEM (SHEMS)
Your company remains steadfast in upholding a robust Safety, Health and
Environmental Management System (SHEMS) as part of its Integrated Management System
(IMS),certifiedbyIntertek UK. The IMS encompasses the following international standards:
ISO 9001:2015 Quality Management System
ISO 14001:2015 Environmental Management System
ISO 45001:2018 Occupational Health and Safety Management System
Given the company's coastal location and the nature of operations
within a chemical complex, significant investments have been made in risk mitigation and
process safety improvements. Notable initiatives include:
Key Safety Enhancements
1. Risk Assessment & QRA Study: Comprehensive risk assessment and
Quantitative Risk Assessment
(QRA) for the new HF2 Plant were completed, and all recommended safety
measures have been fully implemented.
2. Noise Reduction Measures: Advanced low-noise screw blowers have been
installed in the Sulphuric Acid Plants, significantly reducing operational noise levels.
3. Height Work Safety: Risks associated with working at height have
been mitigated by installing lifeline systems, constructing new platforms, and replacing
corroded structures.
4. Diesel Tank Farm: Lifeline arrangements have been installed to
enhance fall protection.
5. FO Tank Farm: A portable tanker lorry approaching platform has been
installed, improving operational safety and accessibility.
The company strictly adheres to international safety procedures and
maintains a robust Permit-to-Work
System. Comprehensive safety visuals, pictorials, and signboards have
been deployed across all operational areas. Routine safety audits and risk assessments are
conducted to proactively identify and address potential hazards.
Board Oversight & Engagement:
Safety performance is regularly reviewed by the Board of Directors
through periodic site visits and performance evaluations, reinforcing top-level
commitment.
Emergency Preparedness:
The company conducts regular onsite mock drills in collaboration with
local government authorities, neighbouring industries, and customers to ensure emergency
readiness.
Training & Recognition:
Ongoing safety and sustainability training programs are delivered to
both employees and contract workers. Those demonstrating exceptional contributions to
sustainable development are duly recognized and rewarded.
Environmental Stewardship
In alignment with the Tamil Nadu Government's Vision 2023
Green Tamil Nadu Mission, the company has significantly expanded its green
belt within and surrounding the factory premises, reinforcing its commitment to
environmental protection and biodiversity.
SUSTAINABILITY
Sustainability is embedded as a core element of the company's
business and strategy. Recognizing that the chemical industry is a significant gases
(GHGs), your company prioritizes energy savings and the reduction of GHG emissions from
plant operations.
This is being accomplished through:
Increased investments in more efficient technologies.
Reduced energy consumption.
Adoption of alternative energy sources to minimize overall GHG
emissions.
Through ongoing efforts in Environmental, Health & Safety aspects,
the company continuously tracks and reports on progress, performance, and best practices
related to environment, social, and governance (ESG) concerns. These efforts are part of
the company's long-term sustainability roadmap.
OTHER DISCLOSURES
1. There has been no change in the nature of business of the Company
during the year under review.
2. The Company doesn't have any subsidiaries, joint venture or
associate companies.
3. There was no amount proposed to be transferred to the Reserves;
4. There are no amounts due and outstanding to be credited to Investor
Education and Protection Fund as on March 31, 2025.
5. The Company maintains cost records as per Companies (Cost Records
and Audit) Rules, 2014.
6. The Board confirmsthe compliance with the provisions of the
Secretarial Standards notified by the Institute of Company Secretaries of India, New
Delhi.
7. There were no applications made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016.
8. There was no instance of any one-time settlement or any requirement
of a valuation for any loan from the banks or financial institutions during the year.
9. The Statutory Auditors, Internal Auditors and the Secretarial
Auditors have not reported any incident of fraud to the Audit Committeeduring the year
under review.
10. The Company is prompt in making the payment of both interest and
repayment of loans to the financial institutions/banks. signific or material orders passed
11. Therewereno by the regulators or courts or tribunals which could impact the going
concern status of the Company and its future operations; 12. The provisions of Section 197
(14) of the Companies emitter of greenhouse Act, 2013, is not applicable to the Company.
13. As per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted
an Internal Complaints Committee year 2024-25, no complaint was received by the Committee.
As such, there as at the end of the financial year March 31, 2025.
MANAGEMENT POLICY
At TANFAC Industries Limited, we are dedicated to the continual
improvement of our Management Systems, which impact quality, cost, and delivery while
minimizing environmental impact. We are committed pollution, complying with customer and
stakeholder requirements, and upholding public responsibilities.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its sincere
appreciation to the customers, suppliers, business partners and shareholders for their
support. The Directors would like to thank the Bankers and financial Institutions as well.
The Directors would take this opportunity to appreciate and sincerely acknowledge the
dedication and hard work of the employees for the growth of the Company.
|
For and behalf of the Board of Directors |
|
Mariam Pallavi Baldev |
| Date: July 16, 2025 |
Chairperson |
| Place: Cuddalore |
DIN:09281201 |
|