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TANFAC

SECY/S.E./L.A./2023-24

September 05, 2023

BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001.

Dear Sirs,

SCRIP CODE : 506854

Sub: Notice of 49th Annual General Meeting to be held on 27th September 2023

Ref: Regulation 44 of SEBI (LODR), Regulations,2015.

We wish to inform that the 49th Annual General Meeting of the Company will be held on Wednesday, the 27t[h ] September, 2023 at 11.30 A.M. through Video Conference ('VC') & Other Audio-Visual Means ('OA VM') deemed to be held the Register Office at No.14, SfPCOT Industrial Complex, Kudikadu, Cuddalore - 607 005 in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India.

We have enclosed the Annual Report for the year 2022-23 including the Notice to the 4[9th ] Annual General Meeting (AGM).

have also been uploaded on the Company's website W\VW.tanfac.com The Notice of 49th AGM and the Annual Report for the financial year ended 31st March 2023

Kindly take note of the same in your records.

Thanking you.

Digitally signed by HARIDASSRAO NARAYANARAO DN: c=IN, postalCode=600026, st=TAMIL NADU, street=252 SOUTH SIVAN KOIL STREETCHENNAIVADAPALANI 600026, l=CHENNAI, HARIDASSRAO o=Personal, title=2115, serialNumber=6587cffed73edc6a0df3748cff73aca99a232d76d193a9737 576d44bfbef7e63, pseudonym=081b78e42837468eadc3272c60384b9c, 2.5.4.20=979174507f44c2b51eb2cd6958761b8a43dcf1405593aac382d47 NARAYANARAO 85f930a8e01, [email protected], cn=HARIDASSRAO NARAYANARAO (H.N arayanarao) Date: 2023.09.05 12:18:03 +05'30' for T ANF AC Industries Limited Yours faithfully,

Company Secretary

TANFAC INDUSTRIES LIMITED

JointSectorCompanywithTIDCO and Anupam Rasayan India Ltd:) . Registered( Office & Factory: 14,SIPCOT Industrial Complex, Cuddalor - 607 005, Tamil Nadu, India � Tel:+ 91 4142 239001 - 051 Fax: +91 4142 - 239008 I Website : www.tanfac.com

Chennai Office: Oxford Centre, 1[st ] Floor, 66, Sir c p Ramaswamy Road, Alwarrpet, Chennai - 600 018, Tamil Nadu, India . . Tel· +91 44 2499 0451 / 0561 I 0464 I Fax: +91 44 2499 3583 G.ST : 33AAACT2591A1ZU I CIN: L24117TN1972PLC006271

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Expanding horizons. Igniting possibilities.

TANFAC INDUSTRIES LIMITED

A N N UA L R E P O R T 2 0 2 2 / 2 3

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At Tanfac, we adopt a dynamic
spirit and forward-thinking
mindset. This guiding principle
underscores our unwavering
dedication to achieving
growth, driving innovation, and
catalysing transformation within
our industry. And we aim to do
this by expanding our horizons
and igniting possibilities.
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We believe that it is crucial to evolve continuously to
stay relevant in the present day. Our aim is to explore
new markets, embrace innovation and diversify
our offerings. We are not content with our current
position but seek growth and development. We
always strive to explore new geographies, venture
into different product lines or engage in strategic
challenge the status quo and push boundaries to
discover novel opportunities. We strongly believe in
our potential to bring about positive change, not just
within our own operations but also in the industry
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By expanding horizons and igniting possibilities,
we are committed to pushing our limits to achieve
greater success and contribute to our industry’s
progress.
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I374.95 Revenue
Crore
Revenue from Operation in FY23 stood at
₹374.95 Crore as against ₹320.17 Crore in FY22
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I82.68 EBITDA
Crore
EBITDA in FY23 stood at ₹82.68 Crore as against
₹78.56 Crore in FY22
I56.13 PAT
Crore
Profit after Tax in FY23 stood at ₹56.13 Crore as
against ₹53.28 Crore in FY22
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Welcome to the first Annual Report of Tanfac Industries Limited – on completion of a
year after the acquisition of joint stake and management control by Anupam Rasayan
India Limited. We believe that transparency, integrity and honest communication
form the bedrock of our business and this Report is our step towards these values.
The Report presents a comprehensive account of our achievements, challenges, and
future prospects. It reinforces our commitment to transparency and ensures that
accurate and timely information is accessible to all stakeholders.
The report contains information, data and disclosures that pertain to the period of
April 1, 2022 to March 31, 2023, unless stated otherwise. We will continue to publish
our Annual Report year-on-year with information that is concise and comparable over
a period of time, thus enabling our stakeholders to effectively analyse our sustained
As Those Charged With Governance (TCWG), our Board of Directors has evaluated
the contents presented in the report and assured its integrity to the best of their
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CORPORATE OVERVIEW

About Tanfac Industries ........................... 02 Our Journey................................................04 Products and their Applications ............ 06 Our Presence .............................................. 07 Board of Directors and Leadership ....... 08 From the Chairperson’s Desk ................. 10 Key Performance Indicators ................... 12 Trends in the Specialty Chemical Industry ........................................................14 Leveraging Opportunities ....................... 16 Risk Management ...................................... 18 Responsible Business .............................. 20 Management Discussion and Analysis ............................................... 22

STATUTORY REPORTS Corporate Information ............................. 28 Notice .......................................................... 29 Board’s Report ............................................41 Business Responsibility & Sustainability Report ...................................60 Report on Corporate Governance ......... 90

FINANCIAL STATEMENTS

Independent Auditor’s Report .............106 Statement of Balance Sheet ................. 114 Statement of Profit and Loss ................115 Statement of Cash Flow ......................... 116 Statement Changes in Equity ............... 118 Notes Forming part of the Financial Statements .............................120

Forward-looking statements This document contains statements about the expected future events, financial and operating results of Tanfac Industries Limited, which are forward-looking. By their nature, forwardlooking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that the assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the management’s discussion and analysis of the report.

About Tanfac Industries

Tanfac Industries Limited (Tanfac) is a joint-sector company promoted by Anupam Rasayan India Limited (Anupam Rasayan) and Tamil Nadu Development Corporation (TIDCO). We began commercial production in March 1985 and are among the leading producers of hydrofluoric acid and its derivatives.

�� Acquisition by Anupam Rasayan �� international safety systems The deal �� generating sustainable • ��
generating sustainable • �� H ��
�� H ��
��

Values

Vision Mission Values To be a globally reputed To grow exponentially in a • Respect chemical manufacturing company with respect to multi-faceted manner in the group chemistries that we • Integrity our research, technologies, are proficient in and, most • Transparency quality, safety and care of importantly, through our our environment customer support

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Tanfac
at a glance
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38 years 131 60 acres Of operations Employees Of manufacturing facility at Cuddalore, Tamil Nadu Leading 12 countries ~150 producer Export presence Satisfied customers Hydrofluoric acid (HF) and organic and inorganic fluorinebased products

ISO 9001, 14001 and OHSAS 18001 Certified

Milestones achieved

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AWARDS
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��
��
By Virtue of a Spectacular All
�� Round Performance, Tanfac was
• �� given the prestigious Managerial �� Excellence Award in the year 2022 by the Madras Management
• �� Association, Chennai ��
• �� Tanfac received the Best in Class • �� Innovation Award in Manufacturing �� in the year 2022 from National �� Pride Excellence Award, Mumbai

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Our We began operations in 1972 and today, are the leading producer of
Hydrofluoric acid (HF) and organic and inorganic fluorine-based products
such as aluminium fluoride, sodium silicofluoride and potassium fluoride
(KF) and sulfuric acid. Our journey has been one of constantly learning,
Journey
innovating and growing to acquire new customers and competencies.
01 1992 - 2008
1972 1985 1985 1992 1992 - 2008
Tanfac was Commercial • Stabilisation/turnaround phase First • ��
incorporated production began • �� dividend payment ��
implemented in 1987 • �� I ��
• �� • �� I ��
�� • ��
2016 - 2023 03 2009 - 2015 02
2017 - 2018 2016 - 2017 2015 - 2016 2008 - 2010
• �� I �� • �� • Operations improved in Q4 • Invested I ��
• �� I �� • �� I ��
• �� • �� I �� I �� • �� I ��
�� • �� I ��
• �� I �� • �� I �� • �� I �� • ��
04 • �� • �� • ��
• ��
2018 - 2021 2022 2023
• �� • �� • ��
��
��
��
2022-23
/ ANNUAL REPORT
TANFAC INDUSTRIES LIMITED
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Products and their Applications

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Through our state-of-the- Product value chain
art manufacturing facilities,
we produce a wide range of
products. These include:
SULPHER FLUORSPAR
• ��
• ��
• ��
• �� Oleum Sulphuric Acid Calcium Fluoride
• ��
• ��
• ��
• Oleum �� Gypsum
• ��
• ��
Special Water DHF
Aluminium Hydroxide AI Fluoride
Market segments
• ��• �� Boric Acid BF3 Complexes
• ��
• �� Potassium Carbonate Pot. Fluoride
• ��
• ��
• Lithium batteries
• ��
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Product Applications
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Our Presence

We have our manufacturing facilities in Cuddalore, Tamilnadu and supply our products to 12 countries catering to around 150 customers.

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Exports
Bangladesh
USA South Korea
Japan
Turkey Singapore
Brazil UAE Thailand
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EXPORT Manufacturing facility
� H ��
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180 KM
��
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Tamil Nadu
TM
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Board of Directors and Leadership

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Mrs. Mariam Pallavi Mr. K. Sendhil Naathan Mr. Afzal Harunbhai
Baldev (IAS) �� Malkani
��
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�� one of the persons instrumental in ��

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Mr. V. T. Moorthy ��

Dr. Shankar Narasimhan ��

Mr. M. R. Sivaraman (IAS Retired) ��

��

��

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Key Managerial Personnel
Mr. K. Sendhil Naathan
Dr. Jaya Chandra Bhanu ��
Reddy (IAS)
��
��
Mr. N. R. Ravichandran
��
��
��
��
��
�� Mr. H. Narayanrao
��
��
��
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��
�� Leadership Team
��
��
Mr. Afzal Harunbhai Malkani
��
Mr. K. Sendhil Naathan
��
Mrs. R. Rajalakshmi Mr. N. R. Ravichandran
��
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�� Mr. Sramanraj Jain
��
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�� Mr. S. Ilango
��
Mr. N. Rajesh
��
Corporate Overview /
Statutory Reports / Financial Statements
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Dear Stakeholders, ��
I am proud to present to you the Annual Report 2022-23 of Tanfac Annual Report 2022-23 of Tanfac ��
Industries Limited. This is our �� remains at the heart of our
first report since the Company’s ��
acquisition of joint stake and ��
management control by Anupam ��
Rasayan India Limited. The year has been one of several learning and growth opportunities.been one of several learning and growth opportunities.growth opportunities. �� 2��
��
��
STRONG PERFORMANCE �� PROGRESSING WITH
�� GRATITUDE
��
��
��at H �� H �� H ��
�� RESPONSIBLE BUSINESS �� READY FOR THE NEXT PHASE OF GROWTH ��
��
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�� of H ��
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�� Mrs. Mariam Pallavi Baldev
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From the Chairperson’s Dear Stakeholders, Desk I am proud to present to you the Annual Report 2022-23 of Tanfac Annual Report 2022-23 of Tanfac Industries Limited. This is our first report since the Company’s acquisition of joint stake and management control by Anupam Rasayan India Limited. The year has been one of several learning and growth opportunities.been one of several learning and growth opportunities.growth opportunities.

AS A MARKET LEADER IN INDIA FOR SPECIALTY CHEMICALS LED BY OUR FOCUS ON BETTER LIVING AND GOOD CHEMISTRY WITH EVERY INNOVATION, OUR STAKEHOLDERS HAVE HIGH EXPECTATIONS OF OUR FINANCIAL PRUDENCE, WHICH WE DRIVE TOGETHER WITH OUR COMMITMENT TO SUSTAINABLE GROWTH.

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Key Performance
Indicators
D52 Debt in 2016
Crore
Losses in business operations resulted in
12 leveraging of balance sheet from 2008-2016
D0 Debt in 2023
Crore
Strong improvement in business operations over
the years has helped the Company achive a debt
free status and get back on the growth path
2022-23
/ ANNUAL REPORT
TANFAC INDUSTRIES LIMITED
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13
REVENUE FROM OPERATIONS PROFIT AFTER TAX (PAT)
� H �� H ��
374.95 56.13
�� 374.95 �� 56.13
��
��
EBITDA EBITDA MARGIN
� H ��
82.68 22.1
�� 82.68 �� 22.1
��
��
RETURN ON EQUITY (ROE) EARNINGS PER SHARE (EPS)
�� H �
56.27 56.27
�� 56.27 �� 56.27
��
��
Corporate Overview /
Statutory Reports / Financial Statements
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Trends in the Specialty Chemical Industry

Throughout our journey, we have dedicated efforts to establish a robust foundation for harnessing avenues of expansion. Our unwavering commitment to research and development, along with the cultivation of fundamental strengths, has positioned us as a frontrunner in the industry we operate in.

We are adept at comprehending the trends that mould our industry

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14
2022-23
/ ANNUAL REPORT
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��

Leveraging Opportunities

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16
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2022-23
/ ANNUAL REPORT
TANFAC INDUSTRIES LIMITED
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BENEFITS OF THE EXPANSION

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Stable supply
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Economic growth
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Industry competitiveness
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Environmental and safety
considerations
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Risk Management Risk is intrinsic to business. In our challenging, dynamic context, we’re proactive in managing risk to achieve our vision. While risk can’t be eradicated, our program lessens, avoids, or shares it. We’ve formed a Risk Management Committee of senior employees, clarifying roles and procedures for assessment and mitigation. This encompasses risk identification, handling, monitoring, and reporting. Challenges like the Ukraine War disruptions led us to a supply chain risk plan. Details aligned with Companies Act, 2013, are quarterly reviewed by the Audit Committee. Our internal controls, encompassing policies and procedures, ensure orderly business conduct, policy adherence, asset safeguarding, accurate records, and timely, reliable financials. Risk Type Risks Mitigation Fluctuating US Dollar �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� HF demand �� �� �� �� �� �� �� �� Price volatility �� �� �� �� �� �� Statutory compliance risk �� �� �� �� �� �� �� �� �� �� �� �� �� ��	Risk Management Risk is intrinsic to business. In our challenging, dynamic context, we’re proactive in managing risk to achieve our vision. While risk can’t be eradicated, our program lessens, avoids, or shares it. We’ve formed a Risk Management Committee of senior employees, clarifying roles and procedures for assessment and mitigation. This encompasses risk identification, handling, monitoring, and reporting. Challenges like the Ukraine War disruptions led us to a supply chain risk plan. Details aligned with Companies Act, 2013, are quarterly reviewed by the Audit Committee. Our internal controls, encompassing policies and procedures, ensure orderly business conduct, policy adherence, asset safeguarding, accurate records, and timely, reliable financials. Risk Type Risks Mitigation Fluctuating US Dollar �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� HF demand �� �� �� �� �� �� �� �� Price volatility �� �� �� �� �� �� Statutory compliance risk �� �� �� �� �� �� �� �� �� �� �� �� �� ��	Risk Management Risk is intrinsic to business. In our challenging, dynamic context, we’re proactive in managing risk to achieve our vision. While risk can’t be eradicated, our program lessens, avoids, or shares it. We’ve formed a Risk Management Committee of senior employees, clarifying roles and procedures for assessment and mitigation. This encompasses risk identification, handling, monitoring, and reporting. Challenges like the Ukraine War disruptions led us to a supply chain risk plan. Details aligned with Companies Act, 2013, are quarterly reviewed by the Audit Committee. Our internal controls, encompassing policies and procedures, ensure orderly business conduct, policy adherence, asset safeguarding, accurate records, and timely, reliable financials. Risk Type Risks Mitigation Fluctuating US Dollar �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� HF demand �� �� �� �� �� �� �� �� Price volatility �� �� �� �� �� �� Statutory compliance risk �� �� �� �� �� �� �� �� �� �� �� �� �� ��
			Risk Type	Risks	Mitigation
			Environ- mental risk	�� �� ��	�� �� �� �� �� �� �� ��
			Economic risk	�� �� �� �� �� ��	�� �� �� �� �� �� ��
			Risk of attrition	�� �� ��	�� �� �� �� ��
Risk Type	Risks	Mitigation
Fluctuating US Dollar	�� �� �� �� �� �� �� �� ��	�� �� �� �� �� ��
			Credit risk	�� �� ��	�� �� �� �� �� �� �� ��
HF demand	�� �� ��	�� �� �� �� ��
			Foreign exchange risk	�� �� �� �� ��	�� �� ��
Price volatility	�� �� ��	�� �� ��
			IT risk	�� �� �� �� �� ��	�� �� �� �� �� �� ��
Statutory compliance risk	�� �� �� �� ��	�� �� �� �� �� �� �� �� ��
			Geopolitical risk	�� �� �� �� �� �� �� ��	�� �� �� �� �� ��

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Responsible Business

COMMUNITY EMPOWERMENT REDUCTION IN CO2 INVESTMENT IN SAFETY AND ENVIRONMENT �� Education �� • �� • �� 2�� 2�� • �� • �� Health �� • �� • �� • �� • �� • �� • ��

At Tanfac, we integrate business success with community wellbeing and environmental conservation. Through ethical practices, community engagement and environmental stewardship, we

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��
• ��
Welfare projects • ��
• ��
~₹79 Lakh 14 ~20,000 • �� CSR spend Direct beneficiaries Indirect beneficiaries • ��

30,000 MtCO e 2 CO2 emissions reduced

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Management
Discussion and
Analysis
1. ECONOMIC OVERVIEW
1.1. Global economy
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�� GROWTH PROJECTIONS �� Global Economy �� 3.0 �� Source: India Economic Pulse, June 2023, EY Advanced Economics 1.3. Union Budget 2023-24 �� 1.4 �� outlay to C �� Emerging Market & Developing Economics �� 4.1 ��

*The Black Sea Grain Initiative allows for commercial food and fertiliser (including ammonia) exports from three key Ukrainian ports in the Black Sea. The Initiative was not renewed after its third term, which expired on July 17, 2023.

INDIA OVERTAKES UK TO BECOME FIFTH BIGGEST ECONOMY

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on July 17, 2023. ��
�
1.2. Indian economy �
�� 4� 2022: $3.53 T
�� 2
�� 1
��
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�� Source: International Monetary Fund
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2. INDUSTRY OVERVIEW

2.1. Global chemicals industry 2.2. Indian chemicals industry �� H �� H �� Portfolio transformation �� CHEMICAL CLUSTERS �� Supply chains �� 6 �� 1 �� Digitalisation �� 2 5 �� H Source: EY, IBEF �� 4 2.3. Global fluorochemicals industries Sustainability and innovation �� 3 �� 1. GUJARAT2. MAHARASTRA3. TAMIL NADU4. ANDHRA PRADESH5. ODISHA6. UTTAR PRADESH �� Source: The Business Research Company, Business Wire, Deloitte: 2023 chemical industry outlook Source: IBEF source Fortune Business insights; Globalwire.com

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3. COMPANY OVERVIEW

�� [®] �� 3.2. Outlook �� 3.1. Performance �� H �� H �� H �� H ��

4. RISKS AND THEIR MITIGATION

7. CREDIT RATING

�� H �� H �� H �� H ��

5. HUMAN RESOURCES

�� 8. FIXED DEPOSITS �� 9. CAUTIONARY STATEMENT �� 6. INTERNAL CONTROL SYSTEMS AND �� THEIR ADEQUACY ��

Corporate Information

DIRECTORS

Mrs. Mariam Pallavi Baldev

Dr. Jaya Chandra Bhanu Reddy ��[th] �� [th] �� [th] �� Mr. M.R. Sivaraman, IAS [Retd.] Dr. Shankar Narasimhan Mrs. R. Rajalakshmi ��

MANAGING DIRECTOR

Mr. K. Sendhil Naathan

REGISTER AND SHARE TRANSFER AGENT

�� Private Limited

�[nd] �� Email: ��egratedindia.in

AUDITORS

�� [th] �� Ega Trade Centre ��

CHIEF FINANCIAL OFFICER (CFO)

��

COMPANY SECRETARY

��[th] ��

BANKERS

��

REGISTERED OFFICE AND WORKS

�� Email: ��

CORPORATE OFFICE

�� Email: ��

Notice of the 49[th] Annual General Meeting

NOTICE is hereby given that the 49th Annual General Meeting (AGM) of TANFAC INDUSTRIES LIMITED will be held on Wednesday, the 27th day of September 2023, at 11.30 AM through Video Conference (VC)/Other Audio-Visual means (OAVM), to transact the following businesses:

ORDINARY BUSINESS:

To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2023, including the Audited Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss for the year ended on that date and the Reports of the Directors and the Auditors thereon.
To declare dividend of 65% i.e, ₹ 6.50/- per equity share of face value of ₹ 10/- each for the financial year ended 31st March, 2023.
To appoint a director in place of Mr. Afzal Harunbhai Malkani, (DIN: 07194226) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. Ratification of Remuneration to Cost Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration payable to the Cost Auditor, viz., Mr. N. Krishna Kumar (Membership No.27885 and Firm Registration No. 100814), appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year 2023-24, amounting to 70,000/- (Rupees Seventy Thousand only) in connection with the above said audit, be and is hereby ratified and approved.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

To approve re-appointment of Mr. K. Sendhil Naathan (DIN: 08850046) as Managing Director of the Company .

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V to the Act (including any amendment(s), statutory modification(s), variation(s) and/ or reenactment(s) for the time being in force) and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 (including any amendment(s), variation(s), statutory modifications and/or re-enactment(s) thereof for the time being in force) and the provision of Articles of Association of the Company, approval of the members be and is hereby accorded for the re-appointment of Mr. K.Sendhil Naathan (DIN: 08850046) as Managing Director of the Company with effect from 27th August, 2023, for a period of 18 months upto 26th February 2025, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure within the overall limits of section 197 of the Act read with Schedule V, with the liberty to the Board of Directors (including any Committee of the Board of Directors), to alter or vary the terms and conditions and remuneration including minimum remuneration as it may deem fit, in such manner as may be considered appropriate and in the best interests of the Company and as may be permissible by law, provided that such revision is within the overall limits of the managerial remuneration as prescribed under the Act read with Schedule V thereto, and/or any guidelines prescribed by the Government from time to time and in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director and whose directorship is liable to retirement by rotation and to give effect to such modification(s), relaxation(s) or variation(s) without any further reference to the members of the Company in General Meeting.

RESOLVED FURTHER THAT the terms of remuneration as set out in the Explanatory Statement annexed to this Notice shall form part hereof and in the event of any inadequacy or absence of profits in any financial year or years, the aforementioned remuneration comprising salary, perquisites and benefits approved herein be continued to be paid as minimum remuneration to Mr. K. Sendhil Naathan (DIN: 08850046) during his tenure as Managing Director, subject to such other approvals as may be necessary.

RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.”

By Order of the Board for TANFAC Industries Limited

Place: Cuddalore Date: 17th August, 2023

H.Narayanarao Company Secretary

Notes:

The Ministry of Corporate Affairs vide its Circular No. 10/2022 dated 28[th ] December, 2022 read with Circular No. 02/2022 dated 5[th ] May, 2022 read with Circular No.21/2021 dated 14th December, 2021 read with Circular No.02/2021 dated 13[th] January, 2021 read with Circular No. 20/2020 dated 5th May, 2020, Circular No.14/2020 dated 08[th ] April, 2020 read with Circular No.17/2020 dated 13th April, 2020 allows conducting of Annual General Meeting of the Company through Video Conferencing (VC) or Other Audio Visual Means (OAVM) without the physical presence of the members for the meeting at a common venue. In terms of the said Circulars and in compliance with the provisions of the Companies Act, 2013 and SEBI Circulars, the AGM of the Company is being held through VC/OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only. The deemed venue for the AGM shall be the Registered Office of the Company. The detailed procedure for participating in the meeting through VC/ OAVM is appended herewith and also available at the Company’s website www.tanfac. com.
In accordance with the Secretarial Standard - 2 on General Meetings issued by the ICSI read with Clarification/Guidance on applicability of Secretarial Standards - 1 and 2 dated 15th April, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company i.e. 14, SIPCOT Industrial Complex, Kudikadu, Cuddalore 607 005 which shall be the venue of the AGM. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 21[st ] September 2023 to Wednesday, 27th September, 2023 (both days inclusive) for the purpose of AGM and determining the entitlement of the shareholders to the final dividend for the financial year 2022-23.
Disclosure pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 (SS-2) with respect to the Directors seeking re-appointment at the forth coming Annual General Meeting is appended to this Notice.
The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto.

DIVIDEND RELATED INFORMATION:

Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors in their meeting held on 21st April 2023, if declared at the Meeting, will be paid within the time prescribed under law, to those Members whose name appear on the Register of Members as on 20th September, 2023. The dividend for the shares held in dematerialized form, will be paid to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.
In view of the circular issued by SEBI, the Electronic Clearing Services (ECS/NECS) facility should mandatorily be used by the companies for the distribution of dividend to its members. In order to avail the facility of ECS/NECS, Members holding shares in physical form are requested to provide/update bank account details to the Registrar and Share Transfer Agent or Company.
Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members.
(i) Pursuant to the Income Tax Act, 1961 and Rules made thereunder, with effect from 01[st] April, 2020 Dividend income is taxable in the hands of shareholders under current tax law and the Company is required to deduct tax at source (TDS) from same at the prescribed rates. There will be no TDS from dividend payable to a resident individual shareholder, if the total dividend to be received during FY 2023-24 from the Company does not exceed ₹ 5000/-
(ii) A resident individual shareholder with PAN who is not liable for income tax can submit declaration in Form 15G/15H as applicable to avail the benefit of non-deduction of tax. In case their PAN is not registered (with their Depository Participants (DPs) in the case of demat holding and with the RTA for physical holding), TDS would be at a higher rate of 20% Non-resident shareholders can avail beneficial rates under applicable Tax Treaty subject to furnishing Form-10F and providing necessary documents.
(iii) Form 15G/15H or Form 10F can be filed online with the RTA through their link https://www.integratedindia. in/ExemptionFormSubmission.aspx. These can also be downloaded from the Company website, duly completed, signed and scanned and emailed to the RTA at [email protected] or tanfac. [email protected] on or before 20th September, 2023. You may visit the Company’s website at www.tanfac.com. for all the relevant details and to download the necessary forms
(iv) Members who have not encashed their dividend pertaining to the dividend declarations as mentioned in the below table are advised to write to the Company/RTA immediately claiming the dividends declared by the Company. The details of unpaid dividends that are due for transfer to Investor Education and Protection Fund (IEPF) along with due dates are furnished below. As per Section 124(6) of the Companies Act, 2013 (“Act”), all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more

shall be transferred by the Company to the name of IEPF. The shareholders are entitled to claim the shares and the dividend transferred to IEPF in accordance with such procedure and on submission of such documents as prescribed in the IEPF Rules, 2016.

Sl. No	Nature of Dividend	Date of Declaration of	Due Date for
		Dividend	Transfer to IEPF on
1	Interim	13th August,	16th
	Dividend	2021	September,
			2028
2	Final Dividend	26th September, 2022	01st November, 2029

In terms of the extant provisions of IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends in respect of the dividend declarations as mentioned in the above table on the website of Ministry of Corporate Affairs and also in the Company’s Website www.tanfac.com

Procedure for claiming the shares and unclaimed Dividend amounts from IEPF Authority is given at the end of this Notice of 49[th ] Annual General Meeting.

11. Mandatory furnishing of PAN, KYC details & Nomination by holders of Physical Securities:

As an on-going measure to enhance the ease of doing business for investors in the securities market, SEBI through its Circular dated 16[th] March, 2023 in super session of its earlier Circulars dated 3rd November, 2021 and 14th December, 2021 provides revised common and simplified norms for processing investor’s service request by RTAs and norms for mandatory furnishing of PAN, KYC details and Nomination including the fillable Forms are hosted on the Company’s Website www.tanfac. com under “Investor”. In this connection, the Company has issued reminder letters to all shareholders holding shares in physical, who have not updated any of the above said details. The RTAs shall not process any service requests or complaints received from the holder(s)/ claimant(s), till PAN, KYC and Nomination documents/ details are received. It is also to be noted that the Folios of holders of physical shares wherein any of the above cited documents/details are not available on or after 1[st ] October, 2023, particular folio shall be frozen by the RTA and with effect from 1[st ] April, 2024 any dividend payment with respect to such frozen folios will be only through electronic mode only upon complying with the requirements of updation of all the details by the Investor as said above. Further, such frozen folios would be referred under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on 31[st ] December, 2025.

Pursuant to Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular dated 25th January, 2022, any request for effecting transfer, transmission or transposition of shares will be processed only in demat form. Therefore, the Company advises you

to take steps for dematerializing your shareholding in the Company.

The Company had already sent individual communication to the concerned shareholders by Registered Post, in this regard. The details are also available on the Company’s website www.tanfac.com. No claim shall lie against the Company in respect of these shares post their transfer to IEPF. The shareholders will be able to claim these shares only from the IEPF Authority by making an online application, the details of which are available at www. iepf.gov.in. The Company had so far transferred 3,48,130 shares (4,512 shareholders)as per above Rules.
Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts and Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection by the members in electronic mode. Members can send an e-mail to [email protected] requesting for inspection of the Registers.
Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as of the cut-off date i.e. Wednesday, 20th September, 2023 only shall be entitled to avail of the remote e-voting facility as well as voting in the AGM
The business set out in the Notice will be transacted through an electronic voting system and the Company is providing the facility for voting by electronic means. The details of e-voting procedure are given under Note No. 27.
Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified true copy of Board Resolution duly authorizing their representative to our Registered Office to attend and to vote on their behalf at the meeting.
The shareholders can also access the Annual Report 2022-23 of the Company circulated to the Members and other information about the Company on the Company’s website, i.e., on www.tanfac.com and on websites of BSE Limited on which the Company’s shares are listed viz., www.bseindia.com
Members holding their shares with multiple folios in physical mode in identical names or joint holding in the same order of names are requested to send their

Share Certificates with a request to our Registrar and Transfer Agent (RTA) viz., M/s. Integrated Enterprises (India) Limited, Kences Towers, Second Floor, No.1, Ramakrishna Street, Off. North Usman Road, T. Nagar, Chennai – 600 017 for consolidation. All documents relating to share transfer, transmission, change of address, change of bank account details may be sent to our above RTA.

Members desirous of obtaining any information as regards Accounts and Operations of the Company are requested to write at least one week before the meeting so that the same could be complied in advance.
Members holding shares in physical form are requested to consider converting their holding to dematerialized form as pursuant to SEBI norms, with effect from 1st April 2019, share transfers cannot be effected in physical form.
Members holding shares in physical form can avail of the nomination facility by filing Form SH-13 (in duplicate) with the Company’s Registrar and Share Transfer Agents which will be made available on request and in the case of shares held in dematerialized form, the nomination has to be lodged with their Depository Participant.
As on 31[st ] March, 2023, 97.06% of the Company’s shares have been dematerialized. Members, who have not yet dematerialized their shares, at their own interest, may please get their shares dematerialized to avail the benefits of electronic holding/trading.
In compliance with the aforesaid MCA Circulars and SEBI Circular dated 5[th ] January, 2023, Notice of the AGM along with the Annual Report 2022-23 is being sent through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. The Notice calling the AGM and Annual Report has been uploaded on the website of the Company at www.tanfac.com. The Notice can also be accessed from the website of the Stock Exchange i.e. Bombay Stock Exchange Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the VC/OAVM facility, Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com. For any communication, the shareholders may also send requests to the Company’s investor email id: [email protected].
Voting Through Electronic Means Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management

and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended) and MCA Circulars dated 28[th ] December, 2022 read with 5[th ] May, 2022, 14[th ] December, 2021, 13[th ] January, 2021, 5[th ] May, 2020, 8[th] April, 2020 and 13[th ] April, 2020,the Company shall provide the facility of remote e-voting to its Members in respect of the business to be transacted at the AGM.

For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

Mrs. Kalyani Srinivasan, Practicing Company Secretary (FCS No 5854 & C.P.No. 3109) has been appointed as the Scrutinizer to scrutinise the e-voting (Insta Poll) during the AGM and remote e-voting process in a fair and transparent manner.

THE INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
Pursuant to MCA Circular No. 14/2020 dated 8[th ] April, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

Type of shareholders Login Method Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and Shareholders holding password. Option will be made available to reach e-Voting page without any further authentication. securities in Demat The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click mode with CDSL on login icon & New System Myeasi Tab. 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, 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 cdsl website www. cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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. 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 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Shareholders holding Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal securities in demat Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial mode with NSDL 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 You can also login using the login credentials of your demat account through your Depository Participant Shareholders (holding registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting securities in demat option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after mode) login through successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting their Depository service provider name and you will be redirected to e-Voting service provider website for casting your Participants vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

(i) The voting period begins on 24[th ] September, 2023 (Sunday) 9.00 a.m. and ends on 26[th] September, 2023 (Tuesday) 5.00 p.m.. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 20th September, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9[th] December, 2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/ NSDL is given below:

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020 on e-Voting

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in	Members facing any technical issue in login can contact CDSL helpdesk by
Demat mode with CDSL	sending a request [email protected] contact at
	1800 22 55 33
Individual Shareholders holding securities in	Members facing any technical issue in login can contact NSDL helpdesk by
Demat mode with NSDL	sending a request [email protected] or call at toll free no.: 1800 1020 990
	and 1800 22 44 30

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form .
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.
6) If you are a first-time user follow the steps 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 Bank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or
DetailsORDate	in the Company records in order to login.
of Birth (DOB)	• If both the details are not recorded with the depository or Company, please enter the member id/folio
	number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for TANFAC INDUSTRIES LIMITED to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only:

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be 35 mapped automatically & can be delink in case of any wrong mapping.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same with a copy to email address [email protected].
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address [email protected] and to the Company at the email address tanfac.invreln@ anupamrasayan.com, if they have voted from individual tab & not uploaded the same in the CDSL e-voting system for the scrutinizer to verify the same.

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

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

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or at toll free no.: 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@ cdslindia.com or call toll free no.: 1800 22 55 33.

The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.tanfac.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

By Order of the Board for T ANFAC Industries Limited

Place: Cuddalore Date: 17th August, 2023

H.Narayanarao Company Secretary

Statement Pursuant to Section 102(1) of the Companies Act, 2013

In conformity with the provisions of Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to Items 3 to 5 mentioned in the accompanying Notice.

ITEM NO. 4

On the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 21st April, 2023, had appointed Mr. N. Krishna Kumar, Cost Accountant (Membership No.27885), as the Cost Auditor of the Company for the Financial Year 2023-24 at a remuneration of ₹ 70,000/(Rupees Seventy Thousand only) besides out of pocket expenses, if any, at actual.

As per Section 148 of The Companies Act, 2013 and applicable rules thereunder, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company at their Annual General Meeting. In terms of Regulation 17(11) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends the Ordinary Resolution as set out in Item No.4 of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel OR their relatives are in any way interested in the said resolution of the Notice.

ITEM NO. 5

Mr. K. Sendhil Naathan (DIN: 08850046) was appointed as Managing Director of the Company w.e.f 27th August, 2020 for three years upto 26th August, 2023.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company have re-appointed Mr. K. Sendhil Naathan (DIN: 08850046) as Managing Director under Section 196 of the Companies Act, 2013 with effect from 27th August, 2023 subject to consent by the Members of the Company at the ensuing Annual General Meeting and holds the office up to the date of ensuing Annual General Meeting of the Company.

The Board recommends this resolution for approval by the Members of the Company as Special Resolution. It is further proposed to re-appoint Mr. K. Sendhil Naathan (DIN: 08850046) as Managing Director of the Company (as defined under Section 2(54) of the Companies Act, 2013) and pursuant to Sections 196, 197, 203 and other applicable provisions of the Companies Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and within the applicable provision of Schedule V of The Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the provisions of Articles of Association for a period of 18 months from 27th August, 2023 to 26[th] February, 2025. The Board of Directors of the Company in their meeting held on 17th August, 2023, on the recommendation of the Nomination and Remuneration Committee have approved the re-

appointment of Mr. K. Sendhil Naathan as Managing Director of the Company for a period of 18 months from 27th August, 2023 to 26th February, 2025 .

During his tenure Mr. K. Sendhil Naathan will draw remuneration from the Company as set out below:

A. Remuneration:

a) Basic Salary ₹ 4,50,833/- (Rupees Four Lakhs Fifty Thousand Eight Hundred and Thirty Three Only) per month with such increments as the Board/NRC may decide from time to time
b) Special Allowance ₹ 4,48,410/- (Rupees Four Lakhs Fourty Eight Thousand Four Hundred and Ten Only) per month with such increments as the Board/NRC may decide from time to time. This allowance however, will not be taken into account for calculation of benefits such as Provident Fund, Gratuity, Superannuation and Leave encashment.
c) Annual Incentive Pay: Performance Bonus linked to the achievement of targets, as per Company Policy for Senior Employes.
d) Long-term Incentive Compensation (LTIC) including applicable to Senior Employees of the Company and/or any other Incentive applicable to Senior Employees of the Company, in such manner and with such provisions as may be decided by the Board/NRC, considering the above.

B. Perquisites:

(a) Housing: Free semi-furnished accommodation or HRA of ₹ 1,80,333/- (Rupees One Lakh Eighty Thousand Three Hundred and Thirty Three Only) per month in lieu of Company provided accommodation.
(b) Medical Expenses or Allowance Reimbursement: Medical Allowance ₹ 1,250/- (One Thousand Two Hundred and Fifty Only) per month as per Company policy. In addition, Reimbursement of expenses incurred for self and family (including domiciliary and medical expenses and insurance premium for medical and hospitalization policy as applicable), as per Company policy.
(c) Leave Travel Expenses: Leave Travel Expenses/Allowance for self and family in accordance with the policy of the Company (LTE/LTA Per Annum will be equal to One Month Basic Salary).
(d) One car for use of Company’s Business as per Company Car policy or Allowance of ₹ 1,02,505/- (Rupees One Lakh Two Thousand Five Hundred and Five Only) per month, including car operating expenses.
(e) Reimbursement of entertainment, travelling and all other expenses incurred for the business of the Company as per policy of the Company.
(f) Uniform Maintenance Allowance ₹ 800/- (Rupees Eight Hundred Only) per month as per Company policy.
(g) Education Allowance ₹ 200/- (Rupees Two Hundred Only) per month as per Company policy.
(h) Leave and encashment of leave. As per the policy of the Company
(i) Personal accident Insurance Premium. As per the policy of the Company.
(j) Contribution towards Provident Fund (12% of Basic Salary per month) and Superannuation Fund or Annuity Fund or National Pension Scheme (15% of Basic Salary per month), as per policy of the Company.
(k) Gratuity and/or contribution to the Gratuity Fund of Company: As per the policy of the Company.

Annual remuneration review is effective 1[st] April each year, as per policy of the Company.

D. Subject as aforesaid, the Managing Director shall be governed by such other Rules as are applicable to the Senior Employees of the Company from time to time. For the purposes of Gratuity, Provident Fund, Superannuation and other like benefits, if any, the service of Mr. K. Sendhil Naathan, will be considered as continuous service with the Company from the date of his joining.

The Board recommends the SPECIAL Resolution as set out in item no.5 of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel or their relatives other than Mr. K.Sendhil Naathan are in any way interested in the said resolution of the Notice.

(l) Other Allowances/benefits, perquisites: Any other allowances, benefits and perquisites as per the Rules applicable to the Senior Employees of the Company and/or which may become applicable in the future and/ or any other allowance, perquisites as the Board, on the recommendation of Nomination and Remuneration Committee, from time to time decide.

By Order of the Board for T ANFAC Industries Limited

Place: Cuddalore Date: 17th August, 2023

H.Narayanarao Company Secretary

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 of the Director Mr. Afzal Harunbhai Malkani (DIN: 07194226)	Mr. K.Sendhil Naathan (DIN: 08850046)
Date of Birth 15th April, 1979	6th September, 1961
Date of Appointment/ Re- appointment 11th March, 2022	27th August, 2023 (subject to Member’s approval in the AGM
Brief Resume - Qualification B.Com & CA	M.Tech., MBA
Expertise in Specific Functional Areas Mr. Afzal Malkani is a qualified as a Chartered Accountant from the Institute of Chartered Accountants of India and holds a bachelor's degree in commerce from South Gujarat University, Surat. He had joined Anupam Rasayan India Limited (a chemical manufacturing entity listed in March 2021 on BSE & NSE) in 28thOctober, 2005 and was appointed as its Chief Financial Oficer with efect from 1stDecember, 2014. He has experience in corporate financing, fund raising from banks, financial institutions, private equity, treasury management, business development, mergers & acquisitions and has been heading the accounts, finance, debt management, investor relations etc. He had led the IPO of size ₹ 760 crores of Anupam Rasayan India Limited in 2020-21 .	Mr. K. Sendhil Naathan, Managing Director of the Company since August 2020, has MTech in Polymer Science from IIT Kharagpur and MBA from University of Leicester, UK. He has over 35 years of experience in chemical industry and has extensive knowledge of the market of fluorine industry. He has been with TANFAC for the past 13 years and has been one of the persons instrumental in the turnaround & growth of the Companyin the last 9years.
Other Directorships in Listed Companies Nil	Nil
Listed entities from which resigned in the past three years Nil	Nil
Memberships/Chairmanships of Committees in Listed Companies Committee Membership: TANFAC Industries Limited: i) Audit Committee ii) Nomination and Remuneration Committee	Nil
Disclosure of relationship He is not related to any of the Director or Key Managerial Personnel of the Company	He is not related to any of the Director or Key Managerial Personnel of the Company
Number of Shares held in the Company (both own or held by/ for other persons on a beneficial basis) as on 31st March, 2023 Nil	Nil
Skills and capabilities required for the role and the manner the proposed Independent Director meets such requirements Not Applicable	Not Applicable
Number of Board Meetings Attended 5	5

Note: Pursuant to SEBI (LODR) Regulations, 2015, only two Committees viz., Audit Committee and Stakeholders’ Relationship Committee are considered.

Place: Cuddalore Date: 17th August, 2023

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

By Order of the Board for T ANFAC Industries Limited H.Narayanarao Company Secretary

Procedure for claiming shares and unclaimed / unpaid amount from IEPF Refund

Shareholders whose unclaimed/ unpaid amount or shares has been transferred by the Company to IEPF may claim their refunds to the IEPF authority. To claim such amount, claimant needs to file form IEPF-5 along with requisite documents. The detailed procedure to claim the unclaimed dividend amount and equity shares from the IEPF is given below:

Step -1	Send the relevant documents for issue of Entitlement Letter to RTA of the Company., i.e.,M/s. Integrated
	Registry Management Services Private Limited,
	2nd Floor, "Kences Towers", No 1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017.
Step -2	Upon receipt of the Entitlement Letter, register yourself on the MCA website and login in website of MCA at
	https://www.mca.gov.in/mcafoportal/login.do
Step -3	Afer login, click on the 'Investor Services' tab under the 'MCA Services' section for filing the web-based form
	IEPF-5. Attach the scanned copy of the requisite documents in the Form.
Step -4	Upload the filled-in e-form, save a copy of the uploaded e-form, acknowledgement receipt and indemnity
	bond generated while uploading the e-form
Step -5	Submit a self-attested copy of e- form, copy of acknowledgement and Indemnity Bond along with other
	documents mentioned in the form to the Company’s RTA (address stated above) or to the Nodal Oficer of the
	Company at its Registered Ofice in an envelope marked 'Claim for refund from IEPF Authority'.
Step -6	Afer scrutinizing the documents received from RTA, the Nodal Oficer of the Company verified the claim and
	furnished the e-verification report to the IEPF Authority within the timeline prescribed by the IEPF Authority.
Step -7	Based on the e-verification report, the claim is processed by the IEPF Authority.
Contact details	IEPF Authority: Company: Nodal Oficer
	e-mail Id: [email protected] 14, SIPCOT Industrial Complex, Kudikadu, Cuddalore 607 005
	Tel.: 1800 114 66

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, 2023, for your review.

FINANCIAL RESULTS:

INANCIAL RESULTS:
			[in Crores]
Particulars	Financial Year	Financial Year
	2022- 23		2021- 22
Sales	374.95		320.17
Other Income (including operating income)	7.92		3.40
Operating Expenditure	300.19		245.01
Profit before Depreciation, Finance Cost and Taxation (PBDIT)	82.68		78.56
Finance Cost	0.88		1.02
Depreciation/Impairment/Amortization	6.33		5.60
Profit before Tax (PBT)	75.46		71.94
Current Tax/Deferred Tax (Net of MAT Credit Entitlement)	19.36		18.66
Profit Afer Tax (PAT)	56.13		53.28
Other Comprehensive Income/(Loss)	0.06		0.66
Total Comprehensive Income	56.06		53.94

OPERATIONS AND OVERALL PERFORMANCE:

During the year under review, the Company had registered highest ever EBIDTA and Net Profit in its history on the back of strong performance of its key products viz. Hydrofluoric Acid, Sulphuric Acid and Specialty Fluorine Chemicals supported by significant improvements in operation.

Earnings before Depreciation, Finance Cost and Taxation had increased by 5% at ₹ 82.7 Crores during the year, compared to ₹ 78.6 Crores in the corresponding period of the previous year.

Total comprehensive Income for the year was higher at ₹ 56.1 crores during the year against ₹ 53.9 crores during previous year.

Detailed analysis of performance of the Company is provided under Management Discussion and Analysis (MD & A) which forms part of the Annual Report.

DIVIDEND:

The Board of Directors have recommended a final dividend at the rate of 65%, ₹ 6.50/- (Rupees Six and Fifty paise only) per equity share of ₹ 10/- each, for the financial year ended 31st March, 2023. If the final dividend is approved by the Members at this Annual General Meeting to be held on 27th September, 2023, it will be paid on or before 24th October, 2023 to those Members whose names appear in the Company’s Register of Members as of the close of business hours on 20th September, 2023.

Your Company paid the final dividend for the year 2021-22 at the rate of @ 55%), ₹ 5.50/- (Rupees five and Fifty paise only) per equity share of ₹ 10/- each, on 06th October, 2022 to the shareholders whose names appeared in the Register of Members on 19th September, 2022.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013, the Company had transferred the amount of Interim and final Dividends for the year 2021-22 to the respective shares which were already been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government

Procedure for claiming the shares and unclaimed Dividend amounts from IEPF Authority is given in this Notice of 49[th ] Annual General Meeting.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

As briefed under Management Discussion and Analysis section, the ongoing initiatives taken by the Company during the past few years have helped in continuous improvements in the operations of the Company across all spheres.

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.

ALUMINIUM FLUORIDE:

Your Company continues with its strategy of reduced focus on Aluminum Fluoride due to its lower contribution. However, your Company will continue to serve its long-term customers while keeping an eye on the overall bottom-line.

HYDROFLUORIC ACID (HF) & VALUE-ADDED PRODUCTS (VAPS):

Your Company continues to widen the Customer base and has also made significant progress in stringent specialty applications. Your Company was able to increase the volume during the year. Your Company will embark upon identification of downstream VAPs in the future to reduce its over dependence on the traditional markets which are getting increasingly competitive.

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 through process optimization and innovation.

EXPORTS:

Export turnover had increased by 19% to ₹ 18.63 Crores against ₹ 15.63 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.

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.

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 has not accepted any deposits from Public within the meaning of Section 73(1) of the Companies Act, 2013, during the year under review.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Company’s website www.tanfac.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

During the financial year, the transactions with related parties were entered on an arm’s length basis and in the ordinary course of business. There were no ‘material’ contracts or arrangements or transactions, and therefore disclosure in form AOC-2 is not required.

The Company has obtained necessary prior omnibus approval of Audit Committee and the Board pertaining to Related Party Transactions which were in the ordinary course of business and on an arm’s length basis. All such transactions which are foreseen and repetitive in nature and/or entered in the Ordinary Course of Business and are at Arm’s Length are placed before the Audit Committee on a quarterly basis for its review and approval.

AUDITORS & AUDITORS' REPORT:

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) were 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.

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.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance Certificate on Corporate Governance given by the Statutory Auditors, viz., M/s. Singhi & Co., is forming part of the Annual Report.

COST AUDITOR

The Board of Directors of the Company had, on the recommendation of the Audit Committee, approved the

appointment of Shri 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 21st April, 2023, have appointed Shri N. Krishnakumar, Cost Accountant as Cost Auditor for the Financial Year 2023-24 and necessary filing has been made with the Central Government.

The Cost Audit Report for the financial year 2022-23 due to be filed with Ministry of Corporate Affairs (MCA) had been filed within the due date and there were no qualifications, observations or adverse remarks made by the Cost Auditor in his report.

SECRETARIAL AUDITOR:

The Board, in their meeting held on 20[th] January 2023, had appointed Ms. Kalyani Srinivasan (Practicing Company Secretary, Chennai (C.P. No.3109 & FCS No.5854) to conduct Secretarial Audit for the Financial Year 2022-23, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India.

The Secretarial Audit Report as required under Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished under Annexure – C, does not contain any qualification, reservation or adverse remark.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

CHANGE IN PROMOTOR AND MANAGEMENT CONTROL:

As disclosed under Note No.28.2 of the Financial Statements, on 11th March, 2022, M/s Anupam Rasayan India Limited (ARIL) acquired 24,89,802 shares held by Aditya Birla Group (ABG) through a Share Purchase Agreement dated 1st February, 2022 and obtained joint control over the Company along with the continuing promoter M/s Tamil Nadu Industrial Development Corporation Limited (TIDCO). Based on the original Joint Venture Agreement (JV) signed by ABG and TIDCO, ARIL replaced ABG as promoter and obtained Management Control of the Company.

This acquisition of management control had triggered open offer and in compliance with the SEBI SAST Regulations, ARIL had made open offer to the public shareholders and acquired 83,279 shares (0.83%) tendered by public during the tendering period.

The Company had made an application dated 28th May, 2022 to the Bombay Stock Exchange to seek the approval for reclassification of erstwhile promoters as public category and M/s Anupam Rasayan India Limited (ARIL) under the new promoter category. Upon the application, the Bombay Stock

Exchange approved the reclassification Promoters category on 24th February, 2023.

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 the Company.

The structured questionnaire covers various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board 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 assessed the quality, quantity and timeliness of flow of information between the Company management and the Board without the presence of the NonIndependent Directors and members of the Management.

RISK MANAGEMENT POLICY:

The Company has internally constituted a Risk Management Committee to define its roles and responsibilities and laid 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 Committee every quarter and forwarded with their recommendation, if any to the Audit Committee/Board for its review.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report.

Your Company has become a top 1000 Company with effect from 1st April, 2023 based on the market capitalization of BSE as on 31st March, 2023. To comply with the listing requirement for the top 1,000 companies, the Board, in its meeting held on 21st April, 2023, had duly constituted Risk Management Committee. The details of the members of the Committee have been given elsewhere in the report.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed entities. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements and are available on the Company’s official website viz., www.tanfac.com.

Name of Policy Brief description	Web URL
Related Party Transaction The policy to regulate all transactions between the Company and its Related Parties in compliance with various applicable laws, including under the Companies Act, 2013/SEBI (LODR) Regulations, 2015.	http://www.tanfac.com/documents/ policyMaterialityOfRelatedParty
	_____ Transactions.pdf
SEBI (prohibition of Insider Trading) Regulations, 2015 The Policy provides for fair disclosure of unpublished price sensitive information in dealing with securities of the Company.	http://www.tanfac.com/documents/ policy_sebi.pdf
Whistle Blower Policy (vigil mechanism) The Company has established a vigil mechanism for its Directors and Employees to report their genuine concerns or grievances or violation of the Company’s code of conducts and ethics, which will be monitored by the Audit Committee.	http://www.tanfac.com/documents/ policy_Whistle_Blower.PDF
Criteria for making payment to Non Executive Directors Except sitting fee for attending Board, Audit Committee and Stakeholders Relationship Committee meetings NO other remuneration paid to Directors.	http://www.tanfac.com/documents/ who_non_executive_directors.pdf
Policy for determi-nation of materiality of information or event This Policy facilitating prompt disclosure of material price sensitive information to the listed Stock Exchange(s) prepared in terms of SEBI (LODR) Regulations, 2015.	http://www.tanfac.com/documents/ policy_matrl_event.pdf
Policy on Archival of documents The policy framed for archival of the Company’s records as required under SEBI (LODR) Regulations, 2015.	http://www.tanfac.com/documents/ policy_archival_policy.pdf
Policy on preservation of documents The policy deals with retention of documents in permanent nature and not less than eight years afer completion of the relevant transactions.	http://www.tanfac.com/documents/ policy_preservation_Doc.pdf
Risk Assessment and Management Policy The purpose of this Policy is to define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks.	http://www.tanfac.com/documents/ Risk-Management-policy.pdf
Dividend Distribution Policy Recognising the need to lay down a broad framework for deciding the matters pertaining to distribution of dividend and/or retaining the profits of the Company, the Board of Directors the Company (the “Board”) has laid down and adopted this policy.	http://www.tanfac.com/documents/ Tanfac-Dividend-Distribution policy.
	pdf.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

Mr. Afzal Harunbhai Malkani (DIN: 07194226), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. K. Sendhil Naathan, (DIN: 08850046) was appointed as Managing Director with effect from 27th August, 2020 for a period of three years and the Board proposes to re-appoint him for further period of eighteen months with effect from 27th August, 2023 subject to approval of shareholders in this Annual General Meeting.

In terms of the provisions of Section 203 of the Act, Mr. K. Sendhil Naathan, Managing Director, Mr. N.R. Ravichandran, Chief Financial Officer and Mr. H. Narayanarao, Company Secretary are the Key Managerial Personnel of your Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have given their certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. The details of the training and familiarization programmes and the Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report.

The terms and conditions of appointment of Independents Directors, in line with the provisions of Schedule IV of the Companies Act, 2013 are available on the Company’s official website link viz.., http://www.tanfac.com/documents/who_ appointment_independent_directors.pdf

All Independent Directors of your Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION:

The evaluation of Board of Directors and the Board, as required under Section 149 of the Companies Act, 2013, read with Schedule IV under Chapter VIII were done through selected parameters related to their roles, responsibilities and obligations of the Board and functioning of the Committee.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the key function of the Board of Directors includes:

To review and guide Corporate Strategy, major Plan of Action, Risk Policy, Annual Budgets & Business Plans, setting Performance Objectives.
Monitoring the effectiveness of the Company’s governance practices;
Ensuring the integrity of the Company’s Accounting and Financial Reporting Systems, including the Independent Audit;
To provide strategic guidance;
To maintain high ethical standards in the interest of the stakeholders;
To exercise objective independent judgement on corporate affairs.

Accordingly, the performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Similar evaluation was carried out by the Committee of the Board of Directors after seeking their inputs.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2022-23, the Board met five times and further details are provided in the Report on Corporate Governance that forms part of this Annual Report.

The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars thereon.

BOARD COMMITTEES:

Presently, the Board has four Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship 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.

Your Company has become a top 1000 Company with effect from 1st April, 2023 based on the market capitalization of BSE as on 31st March, 2023. To comply with the listing requirement for top 1,000 Company, the Board, in its meeting held on 21st April, 2023, had duly constituted Risk Management Committee consisting of following Directors and Senior management:

Mr. Afzal Malkani, Chairperson of the Committee
Mr. M.R.Sivaraman
Mr. V.T.Moorthy
Mr. K.Sendhil Naathan
Mr. N.R.Ravichandran, Chief Financial Officer

Chief Financial Officer will act as the Chief Risk Officer (CRO).

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://tanfac.com/documents/ MGT-7-Annual-Return-2022-23.pdf

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.

The Directors Responsibility Statement required under Section 134(5) of the Companies Act, 2013, are available elsewhere in the Directors’ Report.

CORPORATE GOVERNANCE:

Your Company is strongly committed towards its philosophy of Corporate Governance. The Corporate Governance Report, along with the Auditors certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Listing Agreement is forming part of the Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company, in terms of Regulation 17(8) as specified in Part B of Schedule II read with SEBI (LODR) Regulations, 2015, confirming the correctness of the Financial Statements, adequacy of the Internal Control measures and reporting of matters to the Audit Committee, is annexed.

Your directors are pleased to report that the Company has fully complied with the SEBI guidelines and Corporate Governance as on Financial Year ended 31st March, 2023 and will continue to comply with the same.

LISTING WITH STOCK EXCHANGES:

The Company is listed in The Bombay Stock Exchange of India Limited (BSE) and the Stock Code is 506854 & ISIN

INE639B01015. The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company’s Shares are listed.

INSURANCE:

The Company’s properties, Fixed Assets (including Building, Plant and Machinery & other insurable assets) and Currents Assets (including stock of Raw Materials, Finished Goods, Stores and Spares etc.,) are adequately insured.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Listing Agreement, the Management’s Discussion and Analysis Report (MD & A) for the year under review has been made & forming part of the Annual Report.

PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Particulars pursuant to Section 197(12) and the relevant Rules.

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company, is as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

Apart from remuneration to the Managing Director as per terms of appointment approved by the members, except for sitting fees for attending meetings of the Board & Board Committees, no other remuneration is being paid to other Directors. For this purpose, Sitting fees paid to the Directors have not been considered as Remuneration.

Name of the	Ratio to median	Remuneration
Director	remuneration	Paid (₹ In
		Lakhs)
Mr. K.Sendhil	29.03:1	191.33
Naathan,
Managing
Director

b. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the financial year 2022-23 and Ratio of remuneration of Director to the medium remuneration of the employees of the Company for the financial year is as under:

S.No	Particulars of Director and Other Key	# Remuneration of	% increase in	Ratio of
	Managerial Personnel (KMP)	Director and KMP	remuneration	remuneration
	and Designation	for financial year	in financial year	of each Director
		2022-23 (in Lakhs)	2022-23	to medium
				remuneration of
				employees
1	Mr. K.Sendhil Naathan, Managing	191.33	Nil	29.03:1
	Director
2	Mr. N.R.Ravichandran, Chief Financial	80.04	Nil	Not Applicable
	Oficer
3	Mr. H.Narayanarao, Company Secretary	8.64	Nil	Not Applicable

c. The percentage increase in the median remuneration of employees in the financial year was 26%:

During the Financial year 2022-23, there was an increase of 23% 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.

and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase for Managing Director, Chief Financial Officer and the Company Secretary was at 53% compared to 14% increase considered for other Non-Managerial Personnel.

d. The number of permanent employees on the rolls of Company:
f. Affirmation that the remuneration is as per the remuneration policy of the Company:

There were 131 permanent employees on the rolls of the Company as on 31st March, 2023 (135 no. of employees as on 31st March, 2022).

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.

e. 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

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.

Your Company focusses on improving the process Safety 47 aspects such as introduction of Remote Operated Valves in AHF storage Tank farm, installation of PLC in Batch Operated plants, Automatic stop valve and online respiratory system in filling areas.

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.

RESEARCH AND DEVELOPMENT:

Your Company has made the following efforts in Research & Development:

Your Company is in advance stage of monitoring the R&D/ Pilot Plant facility.
Your R&D will focus on Process development of Fluorinated Specialties through AHF fluorination.
R&D Engineers have successfully utilized waste heat to dry fluorspar & distillation process.
Your R&D Engineers have developed innovative & Reliable design of Heat exchanger for DHF process.
Your R&D Engineers put continuous efforts to improve the reactivity in AHF process so as to reduce the consumption norms.

Your R&D Team implemented innovative ideas to increase the productivity of Sulphuric acid, KF and AHF.

Continuous efforts and out of box thinking by Engineers towards Energy conservation measures have resulted in year to year (YOY) reduction in Average Power and Fuel Costs.
Your Company has introduced IOT and Energy Management system in various plant locations/ operations.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):

Your Company is committed to Safety, Health and Environmental Management System and processes.

Your Company has an Integrated Management System (IMS) Certified by Intertek Certification Limited, UK for ISO 9001–2015-Quality Management System (QMS), ISO140012015 -Environmental Management System (EMS) and ISO 45001:2018 for Occupational Health and Safety Management Systems.

As your Company is located in Coastal location & Chemical Complex, Company continues to do considerable spending on improving the stability of the Building and Structural’ s, replacement of pipe lines through predictive maintenance, revamping of Cable Trays, Pipe racks and replacement of MCC panels with latest LOTO features.

SHE & Operations Team in view of various process Improvement & Energy saving Schemes implemented, revised the P& Id of all plants and reconducted Hazop Study.

In Acid transfer lines introduced Double armoured pipe in place of normal pipelines.

Your Company is practicing the Safety procedures and Permit to Work system in line with international Systems & Practices.

You Company ensures stringent implementation of Safety and Environment Protection measures and the Board has mandated accordingly. Safety visuals, pictorials and sign boards are implemented across the plant areas.

Your Company Periodically Conducts Safety Audit and Risk Assessment to monitor risks and to have action plan for countering the risks. Your Directors also periodically reviews the safety Performance.

Your Company periodically conducts onsite mock drills and actively coordinates with the local Government and other nearby companies & customers.

Your Company continually conducts training and retraining on safety and sustainability aspects and rewarded employees and contract workmen who have significantly contributed towards sustainable development.

In line with Tamil Nadu Government Vision 2023 “Green Tamil Nadu Mission” your Company has increased the green belt coverage both inside and outside of the factory premises.

Sustainability:

Sustainability is built in as a core element of our business and strategy. The chemical industry is one of the leading emitters of direct GHG emissions across the world. Understanding this, your Company has prioritized the need for Energy savings and reduction in GHG emissions from plant operations.

This is being achieved through increased investments in more efficient technologies, reduction in energy consumption, and the use of alternative sources of energy to reduce overall GHG emissions.

With Continued efforts in Environment, Health & Safety aspects, we show our progress, performance and practices adopted with respect to environment, social and governance related aspects and future goals and targets as a part of the sustainability journey road map.

Your Company has proactively prepared Business Responsibility Sustainability Report (BSSR) for FY-23 as per the National Guidelines on Responsible Business Conduct (NGRBC) and with the United Nations Guiding principles on Business & Human Rights (UNGPs).

MANAGEMENT POLICY:

We at TANFAC Industries Limited are committed to continual improvement of the processes of Management System

affecting Quality, Cost, and Delivery along with Environmental Impact to prevent pollution and to comply with requirements of customers and interested parties and public.

SUSTAINABLE DEVELOPMENT – COMMUNITY DEVELOPMENT INITIATIVES – CORPORATE SOCIAL RESPONSIBILITY (CSR):

CSR is a continuing commitment by business to behave ethically and contribute to economic development of the local community and society at large. Creating value for the society is one of the major initiatives of CSR.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (“CSR”) Committee chaired by Mr. V.T.Moorthy, Independent Director. Other Members of the CSR Committee are Mr. M.R.Sivaraman, IAS Retd., Independent Director, Mrs. R.Rajalakshmi, Independent Director, Mr. R. Karthikeyan, Non-Executive and Non-independent Director (upto 24th March, 2023) and Mr. Afzal Harunbhai Malkani, Non–Executive Director (with effect from 21st April, 2023).

Your Company also has in place a CSR Policy which is available at – TANFAC-CSR-Policy.pdf .

Your Company’s CSR activities are focused on Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Healthcare and Education. Various activities across these segments have been initiated during the year around the plant location, neighboring villages around Cuddalore and Cuddalore District.

Focused areas are Education, Health, Sustainable Livelihood, Infrastructure development and social empowerment. All our CSR activities are carried out under the support and guidelines of Anupam Group for Community Initiatives and Rural Development. Your company is carrying out its community welfare activities in and around Cuddalore for more than a decade to underserved communities even when it was not under the ambit of CSR obligation.

Your Company motivates and encourages its employees to actively participate in the various community development and CSR activities.

During the year ₹ 79.07 lakhs was spent on CSR activities which is more than the obligation of 2% of the average net profits of the last 3 financial years.. A detailed report on CSR initiatives is annexed as Annexure ‘C’ to this report.

OTHER DISCLOSURES

No Material changes and Commitments affected the financial position of your Company between the end of the financial year and the date of this Report.
Your Company has not issued any shares with differential voting rights.
There was no revision in the financial statements.
There has been no change in the nature of business of your Company.
Though the Company become top 1000 listed company of BSE for the financial year 2023 -24, the Company opts to voluntarily include Business Responsibility and Sustainability Report (BRSR) for the financial year 2022-23. Please refer Annexure D to the Board Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act. During the year under review your Company did not receive any complaint of sexual harassment.

HUMAN RESOURCES DEVELOPMENT:

Human resources play a significant role in your 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.

Corporate Human Resources plays a critical role in your Company’s talent management process. Initiatives like robust talent reviews, career development conversations and bestin-class development opportunities will help enhance the employee experience at your Company.

Your Company is engaged in a constructive relationship with employees with an emphasis on productivity and efficiency and underlining safe working practices. As on 31st March, 2023, your Company’s employee strength was 131 employees (previous year 135 employees).

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis describing your Company’s objectives, projections, estimates, expectations or predictions and plans may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company’s operations include global and Indian demandsupply conditions, sales realizations, feed stock prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business, geopolitical tensions, risks related to an economic downturn or recession in India, the ongoing efforts of the government and other factors. Your Company is not obliged to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events, or otherwise.

Your Company has not issued any sweat equity shares.

ACKNOWLEDGEMENT:

Your directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks, Government authorities, customers, vendors and members during the year under review.

On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services by the entire TANFAC family, comprising officers, staff and workers.

Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.

For and on behalf of the Board

Place: Chennai Date: 17th July, 2023

(Mariam Pallavi Baldev) Chairperson

Annexure-A to Board Report

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014

CONSERVATION OF ENERGY:

(a) Steps taken for Conservation of Energy:

Your Company has adopted various Energy Conservation measures during the Financial Year 2022-23 at its manufacturing facility at Cuddalore, viz., Hydrofluoric Acid, Sulphuric Acid and Specialty Fluorides plants.

(b) Major Energy Conservation initiatives taken during the Financial Year 2022-23:

Waste heat from the HF chimney was utilized to dry fluorspar, resulting in significant reduction in FO norms.
The efficiency of the cooling tower was improved resulting in operation of single cooling tower for all chillers, leading to substantial reduction in power consumption.
Steam was replaced with hot water for distilling product by utilizing waste heat, thereby reducing steam norms significantly.
The productivity of sulphuric acid was increased by another 8%, which in turn increased steam generation. This approach, along with the reduction in steam consumption and increased waste heat steam generation, enabled the complete cessation of the coal-based process boiler.
Variable Frequency Drives were installed in few more equipment to optimise energy consumption.
Reduced Energy consumption by directly consuming the sulphuric acid from the production to the process of another Plant eliminating intermediate storage.
Your Company continues to work on various energy conservation measures in Power Plant and all process plants.

The Company has achieved significant cost savings through these initiatives

(c) Steps taken by the Company for utilizing alternate sources of energy:

No alternate sources of energy were utilized in the process carried out in the product mentioned in Sl. No1(b) above.

(d) The capital investment on energy conservation equipment:

Your R&D team has successfully developed the process for Organic Fluorine Product and Continuous efforts are being made for development of various other Organo fluorine Specialties.
Continue to work on Improving Quality of Hydrofluoric acid to meet Specific Customer requirements.
Continue to work on Producing Specialty chemicals based on Specific Customer requirements.
Works on various water reduction schemes and continues to operate the scheme implemented for reducing water consumption and the effluent discharge by effective recycling in the plant.
Continues to recycle the solid waste generated by the Company in a Cement Industry to focus on environment conservation.

TECHNOLOGY ABSORPTION:

Your Company forms cross functional teams to optimize the existing processes through in-house efforts resulting in cost savings.
Your Company is in contact with renowned Technology Suppliers for High Value Fluorine Specialties.
Continuous implementation of Sustainable Business practices, rewarding of ideas, recognizing the work performance through Spot Awards have motivated young Engineers/Scientists to come up with creative ideas to improve efficiency in areas of Production, Energy Savings, Water Conservation, Waste Minimization, Safety and System Improvements.

A. FOREIGN EXCHANGE EARNING AND OUTGO:

		(₹ in Lakhs)
Details	2022-23	2021-22
Forex Earned	1,863.49	1,546.08
Forex used	14,072.69	9,279.28

Details of technology imported during the past five years:

Year	Technology imported	Status
	- NIL -

₹ 189 Lakhs

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

Your Company –

Has completed Pilot study for production of Specialty fluoride from waste Stream available with group Company.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) & 5 OF THE COMPANIES ACT, 2013:

Your Directors would like to inform members that the Financial Statements of the Audited Accounts for the Financial Year 2022-23 are prepared in accordance with mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the

Companies (Accounts) Rules, 2014 and are in full conformity with the requirement of the Act. They believe that the Financial Statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company’s financial conditions and results of operations.

Your Directors further confirm that

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(b) the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 31st March, 2023 and of the profit of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for 51 the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a ‘going concern’ basis;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Annexure-B to Board’s Report

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023

[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 CIN L2411TN1972PLC006271 14 SIPCOT Industrial Complex CUDDALORE – 607 005

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

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.

(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.

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, 2023, 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, 2023, 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;
(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;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws 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 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 53 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 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 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.

Place: Chennai KALYANI SRINIVASAN Date: 21[st] April, 2023 FCS No. 5854 UDIN: F005854E000136151 CP No. 6047 PR Code: 795

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

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.
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.
I have not verified the correctness and appropriateness of financial records and book of accounts of the Company.
Where required I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management.
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.

Place: Chennai Date: 21[st] April, 2023 UDIN: F005854E000136151 PR Code: 795

KALYANI SRINIVASAN FCS No. 5854 CP No. 6047

Certificate from Company Secretary in Practice

[In terms of Regulation 34 (3) read with Schedule V Para C (10) (i) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

The Members TANFAC INDUSTRIES LIMITED CIN: L2411TN1972PLC006271 14 SIPCOT Industrial Complex CUDDALORE – 607 005

TANFAC INDUSTRIES LIMITED

I, Ms.Kalyani Srinivasan hereby certify that, in our opinion, none of the below named Directors who are on the Board of Directors of TANFAC Industries Limited (“the Company) as on 31st March, 2023, have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India (SEBI) or the Ministry of Corporate Affairs, Government of India (MCA) or any such other Statutory Authority.

Sl. No	Name of the Director	Nature of Directorship	Director’s Identification Number
1	Ms. Mariam Pallavi Baldev	Chairperson, Non-Executive,	09281201
		Non-Independent Director
2	Dr. Jaya Chandra Bhanu Reddy	Non-Executive - Non-Independent	10057412
		Director
3	Mr.Afzal Harunbhai Malkani	Non-Executive Non-Independent	07194226
		Director
4	Mr. Sendhil Kalyanasundaram Naathan	Managing Director	08850046
5	Mr. M.R.Sivaraman	Non-Executive - Independent	00020075
		Director
6	Mr. V.T.Moorthy	Non-Executive - Independent	00007648
		Director
7	Dr. Shankar Narasimhan	Non-Executive - Independent	01484214
		Director
8	Mr. R. Rajalakshmi	Non-Executive - Independent	01985132
		Director

I am issuing this certificate based on the following, which to the best of my knowledge and belief were considered necessary in this regard:

Information relating to the directors available in the official web site of MCA; and
Disclosures/declarations/confirmations provided by the said Directors to the Company and other relevant information, explanation and representations provided by the Company, its officers and agents.

I wish to state that the management of the Company is responsible to ensure the eligibility of a person for appointment/ continuation as a Director on the Board of the Company. My responsibility is to express an opinion on this based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness of the process followed by the management of the Company with regard to appointment/continuation of a person as a Director of the Company.

Place: Chennai Date: 21[st] April, 2023 UDIN: F005854E000136160 PR Code :795

KALYANI SRINIVASAN FCS No. 5854 CP No. 6047

Annexure-C to Board’s Report

REPORT ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) ACTIVITIES

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:

The Company has constituted the CSR Committee with the following Directors:

Sl. No. Name of Directors Designation Number of meetings held during the year	Number of meetings attended during the year
1 Mr. V. T. Moorthy Chairman, Non-Executive - Independent Director 1	1
2 Mr. M. R. Sivaraman Member, Non-Executive - Independent Director 1	1
3 Mrs. R. Rajalakshmi Member, Non-Executive - Independent Director 1	1
4 Mr. R. Karthikeyan* Member, Non-Executive – Non-Independent Director 1	1
5 Mr. Afzal Harunbhai Malkani** Member, Non-Executive – Non-Independent Director -	-

*Mr. R. Karthikeyan, had resigned on 24th March, 2023.

** Mr. Afzal Harunbhai Malkani, was appointed as committee member on 21st April, 2023.

Details of actual CSR expenditure during each quarter is presented to the Board.

3. Provide the web link where composition of the CSR committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company. http://www.tanfac.com/policy.php

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report). Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.

Sl. No. Financial Year Amount available for set-of from preceding financial years (₹ in Lakhs) Amount required to be set-of for the financial year, if any (₹ in Lakhs)	Sl. No. Financial Year Amount available for set-of from preceding financial years (₹ in Lakhs) Amount required to be set-of for the financial year, if any (₹ in Lakhs)
(i) 2022 - 2023 Nil NIl
6. Average net profit of the Company as per section 135(5).
Sl. No. For the Financial Year	Annual Net Profit (₹ in Lakhs)
(i) 2021-2022	7,133.95
(ii) 2020-2021	2,096.12
(iii) 2019-2020	1,980.23
Total	11,210.30
Average Annual Net Profit	3,736.77

7. (a) Two percent of average net profit of the Company as per section 135(5):

  - 2% of Average Net Profit works out to ₹ 74.74 lakhs.

(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil
(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): ₹ 74.74 Lakhs

8. (a) CSR Amount spent or unspent for the financial year:

Amount Unspent (in ₹ lakhs)

Total amount Amount Unspent (in ₹ lakhs) spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule Financial year CSR Account as per Section 135(6) VII as per second proviso to section 135(5) (amount in ₹ Lakhs) Amount Date of Transfer Name of the Fund Amount Date of Transfer 79.07 Nil Nil

(b) Details of CSR Amount spent against ongoing projects for the financial year:

Sl. Name Item from Local Location of the Project Amount Amount Mode of Mode of Impleme No. of the the list of area (Yes/ Project duration allocated transferred Implementation ntation - Through Project activities No) for the to Unspent - Direct (Yes/No) Implementing Agency in Project CSR account Schedule State District (in ₹ for the Name CSR VII to the lakhs) project as per Regist Act. Section135(6) ration (in ₹ ) number

No ongoing project was approved during the financial year 2022 - 2023

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

Sl. No. Name of the Project Item from the list of activities in Schedule VII to the Act. Local area (Yes/ No)	Location of the Project Amount spent for the project (in ₹ lakhs) Mode of Implementation - Direct (Yes/No) State District	Mode of Implementation - Through Implementing Agency
		Name CSR Registration number
1 Contribution towards Higher Education Support Education Promotion Yes	Tamilnadu Cuddalore & Chennai 5.00 NA 30.00 No 15.00 Yes	Namme School Foundation of TN Govt
		Higher Education Support - Anandham Foundation CSR 00011123
		Sri Vidhya Kala Kendram - Education Infrastructure N.A
2 Promotion of Health Promoting health care – permanent structure Yes	Tamilnadu Cuddalore 0.15 Yes 0.21 Yes 0.50 Yes 2.00 Yes	Health Awareness Campaign of Government N.A
		Cot & Bed for Kannarapet Health Centre N.A
		Medine support to cancer afected children (Shine Home) CSR 00037889
		Support to LEEF Dialysis Centre, Pondicherry for poor patients N.A

Sl. No. Name of the Project Item from the list of activities in Schedule VII to the Act. Local area (Yes/ No)	Location of the Project Amount spent for the project (in ₹ lakhs) Mode of Implementation - Direct (Yes/No) State District	Mode of Implementation - Through Implementing Agency
		Name CSR Registration number
3 Social Empowerment & Infrastructure Social Empowerment Yes	Tamilnadu Cuddalore 10.00 No 0.25 No 1.00 Yes 1.20 Yes 0.56 Yes	Sponsorship for Chess Olympiad N.A
		District Administration - Kodai Vizha N.A
		For Disabled Children Society - Spastic Society N.A
		Tanjore Painting Training Programme N.A
		Others N.A
4 Environmental sustainability & ecological balance Environment Yes	Tamilnadu Cuddalore 10.00 No 3.20 No	Desilting of Pond through District Collectorate N.A
		Meendum Manjappai through District Administration N.A

Total 79.07

(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ₹ 79.07 Lakhs
(g) Excess amount for set off, if any:

Sl. No.	Particulars	Amount (in ₹ lakhs)
(i)	Two percent of average net profit of the Company as per section 135(5)	74.74
(ii)	Total amount spent for the Financial Year	79.07
(iii)	Excess amount spent for the financial year [(ii)-(i)]	4.33
(iv)	Surplus arising out of the CSR projects or programs or activities of the previous	Nil
	financial Years, if any
(v)	Amount available for set of in succeeding financial years [(iii)-(iv)]	4.33

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year Amount transferred to Unspent CSR Account under section 135(6) (in ₹ lakhs) Amount spent in the reporting Financial Year (in ₹ lakhs)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any Amount remaining to be spent in succeeding financial years (in ₹ lakhs) Name of the Fund Amount (in ₹ lakhs) Date of transfer	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any Amount remaining to be spent in succeeding financial years (in ₹ lakhs) Name of the Fund Amount (in ₹ lakhs) Date of transfer
	Name of the Fund Amount (in ₹ lakhs)
	NA

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial years:

Sl.	Project	Name of the	Financial	Project	Total	Amount	Cumulative	Status of
No.	ID	Project	Year in	duration	amount	spent on	amount	the Project
			which the		allocated	the project	spent at	Completed /
			project was		for the	in the	the end of	Ongoing
			commenced		project	reporting	reporting
					(in ₹ lakhs)	Financial	Financial
						Year (in ₹	Year (in ₹
						lakhs)	lakhs)

No ongoing project was undertaken during last three financial year

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details):

a) Date of creation or acquisition of the capital asset(s).
b) Amount of CSR spent for creation or acquisition of capital asset.
c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. Name of the Trust

Section 12AA Registration No.

Section 80G Registration No.

Address of the Trust

d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). Capital asset(s) created

Address where capital assets located

No Capital Asset was created or acquired during the financial year as CSR spend.

11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per section 135(5)

Not Applicable as the Company had spent 2% of the Average Net Profit during the financial year 2022 - 23.

Mr. M.R.Sivaraman

Member – CSR Committee DIN - 00020075

(V.T.Moorthy)

Chairman – CSR Committee DIN – 00007648

Place: Cuddalore Date: 17[th] July, 2023

Annexure-D to Board’s Report

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT TANFAC INDUSTRIES LIMITED

SECTION A: GENERAL DISCLOSURE

I. Details of the Listed Entity

I. Details of the Listed Entity
Sr. No. Particulars		Details
1 Corporate Identity Number (CIN) of the Listed Entity		L24117TN1972PLC006271
2 Name of the Listed Entity		Tanfac Industries Limited (“Company/Tanfac”)
3 Year of incorporation		20-12-1972
4 Registered ofice address		No. 14, SIPCOT Industrial Complex, Cuddalore 607005, Tamil Nadu, India
5 Corporate address		Oxford Centre,1st Floor,66 Sir C P Ramaswamy Road, Alwarpet, Chennai-600018, Tamil Nadu, India
6 E-mail		[email protected]
7 Telephone		+91-4142-239001-05
8 Website		www.tanfac.com
9 Financial year for which reporting is being done		2022-23
10 Name of the Stock Exchange(s) where shares are listed		BSE Limited
11 Paid-up Capital		₹ 9.975 Crores
12 Contact Person
Name of the Person		Mr. P. Kirubakaran
Telephone		Tel: +91-4142-239005
Email address		[email protected]
13 Reporting Boundary		Standalone basis
Type of Reporting- Select from the Drop-Down List

II. Product/Services

Details of business activities

Sr. No.	Description of Main	Description of Business Activity	% Turnover of the
	Activity		Entity
1	Chemical Manufacturing	Manufacturing of HF, Sulphuric Acid, Aluminium Flouride, Speciality Fluorides & Chemicals	100%

Products/Services sold by the entity

Sr. No.	Product/Service	NIC Code	% of Total Turnover
			contributed
1	Chemical Sector	20119	100%

III. Operations

Number of locations where plants and/or operations/offices of the entity are situated

Locations Number of plants	No. of ofices Total
National 1	1 2
International Nil	Nil Nil

17. Market served by the entity

7. Market served by the entity
	Locations Number
a. No. of Locations	National (No. of States) 18
	International (No. of Countries) 4
b. What is the contribution of exports as a percentage of the total turnover of the entity?	5.03%

c. A brief on type of customers Company is working with the top Fluoro Carbon manufacturing units, Fluorine derivatives manufacturing, Aluminium manufacturing, Electronics manufacturing, LABSA and Soap manufacturing industries, Steel Pickling, Pharma & Agrochemicals

IV. Employees

18. Details as at the end of Financial Year

8. Details as at the end of Financial Year
Sr. No Particulars Total (A)	Male		Female
	No. (B)	% (B/A)	No. (C) % (C/A)
a. Employees and workers (including diferently abled)
Employees
1 Permanent Employees (A) 123	120	97.56%	3 2.44%
2 Other than Permanent Employees (B)* 0	0	0.00%	0 0.00%
3 Total Employees (A+B) 123	120	97.56%	3 2.44%
Workers
4 Permanent (C) 9	9	100%	0 0.00%
5 Other than Permanent (D)* 356	340	95.51%	16 4.49%
6 Total Workers (C+D) 365	349	95.62%	16 4.38%
b. Diferently abled employees and workers
Employees
7 Permanent Employees (E) Nil	Nil	Nil	Nil Nil
8 Other than Permanent Employees (F) Nil	Nil	Nil	Nil Nil
9 Total Employees (E+F) Nil	Nil	Nil	Nil Nil
Workers
10 Permanent (G) Nil	Nil	Nil	Nil Nil
11 Other than Permanent (H) Nil	Nil	Nil	Nil Nil
12 Total Diferently Abled Employees (G+H) Nil	Nil	Nil	Nil Nil

19. Participation/Inclusion/Representation of women

Sr. No. Category Total (A)	No. and % of females
	No. (B) % (B/A)
1. Board of Directors 8	2 25%
2. KeyManagement Personnel 3	0 0%

20. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years)

Category FY 2022-2023 (Turnover rate in current FY) FY 2021-22 (Turnover rate in previous FY) FY 2020-21 (Turnover rate in the year prior to previous FY) Male Female Total Male Female Total Male Female Total	Category FY 2022-2023 (Turnover rate in current FY) FY 2021-22 (Turnover rate in previous FY) FY 2020-21 (Turnover rate in the year prior to previous FY) Male Female Total Male Female Total Male Female Total	Category FY 2022-2023 (Turnover rate in current FY) FY 2021-22 (Turnover rate in previous FY) FY 2020-21 (Turnover rate in the year prior to previous FY) Male Female Total Male Female Total Male Female Total
	Total Male	Female Total
Permanent Employees 4.13% 0% 4.13% 2.5% 0.83%	3.33% 3.36%	0% 3.36%
Permanent Workers 9.52% 0% 9.52% 7.14% 0%	7.14% 0%	0% 0%

V. Holding, Subsidiary and Associate Companies (including joint ventures)

(a) Names of holding/subsidiary/associate companies/joint ventures

Sr.	Name of the holding/subsidiary/	Indicate whether	% of	Does the entity indicated
No.	associate companies/joint	it is a holding/	shares	at column A, participate in
	ventures	Subsidiary/	held by	the Business Responsibility
		Associate/or Joint	listed	initiatives of the listed
		Venture	entity	entity? (Yes/No)
1	Anupam Rasayan India Limited	Holding	25.79	Yes
2	Tamil Nadu Industrial Development	Holding	26.02	No
	Corporation (TIDCO)

VI. CSR Details

22.
a.	Whether CSR is applicable as per section 135 of Companies Act, 2013:	Yes
	Turnover (in ₹) (for FY 2022-23)	₹ 3,70,52,11,650/-
	Net worth (in ₹) (as on March 31, 2023)	₹ 1,84,27,45,844/-

VII. Transparency and Disclosures Compliances

Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct

Stakeholder group from whom complaint is received Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then provide web-link for grievance redress policy)	FY 2022-23 Current Financial Year	FY 2021-22 Previous Financial Year
	Number of complaints Remarks filed during the year pending resolution at close of the year	Number of complaints
		filed during the year pending resolution at close of the year Remarks
Communities The Company has a Whistle blower mechanism policy in place along with Grievance Redressal Mechanism for Stakeholders which is available on intranet Investors (other than shareholders) Shareholders Employees and workers Customers Value Chain Partners	Nil Nil NA	Nil Nil NA
	Nil Nil NA	Nil Nil NA
	Nil Nil NA	Nil Nil NA
	2 Nil JMC Union	Nil Nil NA
	Nil Nil NA	Nil Nil NA
	Nil Nil NA	Nil Nil NA

Overview of the entity’s material responsible business conduct issues:

Material Issue	Indicate	Rationale for identifying the risk/	In case of risk,	Financial
Identified	whether	opportunity	approach to adapt or	implications
	risk or		mitigate	of the risk or
	opportunity			opportunity
				(Indicate
				positive or
				negative
				implications)

We are currently in the process of conducting a materiality assessment to enhance our understanding of sustainability and corporate responsibility.

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
Disclosure Questions P1 P2 P3 P4	P5 P6 P7 P8 P9
Policy and Management Processes
1 a. Whether your entity’s policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes b. Has the policy been approved by the Board? (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes c. Web Link of the Policies, if available We are in the process of updating our website with such policies.	Yes Yes Yes Yes Yes
	Yes Yes Yes Yes Yes
2 Whether the entity has translated the policy into procedures. (Yes/No) Yes Yes Yes Yes	Yes Yes Yes Yes Yes
3 Do the enlisted policies extend to your value chain partners? (Yes/No) Yes Yes Yes Yes	Yes Yes Yes Yes Yes

4 Name of the national and international codes/certifications/ We are practicing following Standards: labels/standards (e.g., Forest Stewardship Council, 1. ISO 9001:2015 – Quality Management System Fairtrade, Rainforest Alliance, Trustee) standards (e.g., SA 2. ISO 14001:2015 – Environment Management System 8000, OHSAS, ISO, BIS) adopted by your entity and mapped 3.
to each principle.
ISO 14001:2015 – Environment Management System
ISO 45001:2018 – Occupational Health & Safety Management System
5 Specific commitments, goals and targets set by the entity Sustainable Development Goals and targets will be set from with defined timelines, if any. FY 2023-24 onwards
6 Performance of the entity against the specific commitments, NA goals and targets along-with reasons in case the same are not met.

Governance, Leadership and Oversight

Statement by Director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements:

7 The strong presence of our sustainable culture across all aspects of our Company operations is truly encouraging. Our commitment to sustainability is evident, and we are determined to continue advancing our ESG (Environmental, Social, and Governance) efforts, aspiring to become a benchmark for sustainability and responsible business practices in the industry by 2030. To make this a reality, we have established a robust governance structure, placing sustainability at the forefront of our business priorities. Our comprehensive ESG roadmap aligns with the UN Sustainable Development Goals (SDGs) and the Global Reporting Initiative (GRI) framework. Notably, over the past year, we have made significant strides in achieving our sustainability objectives.
8 Details of the highest authority responsible for 1. Mr. K. Sendhil Naathan implementation and oversight of the Business Managing Director Responsibility policy (i.es)
Mr. N. R. Ravichandran
Chief Financial Officer
9 Does the entity have a specified Committee of the Board/ No, currently we do not have sustainability committee in Director responsible for decision making on sustainability place. related issues? (Yes/No). If yes, provide details.

10. Details of Review of NGRBCs by the Company

P1	P2 P3 P4 P5 P6 P7 P8 P9
Indicate whether review was undertaken by Director/Committee of the Board/Any other Committee
Performance against above policies and follow up action This will be reviewed by our committee members on half yearlybasis.
Compliance with statutory requirements of relevance to the principles, and rectification of any non-compliances Yes	Yes Yes Yes Yes Yes Yes Yes Yes
Frequency (Annually/Half yearly (HY)/Quarterly/Any other – please specify)
Performance against above policies and follow up action HY	HY HY HY HY HY HY HY HY
Compliance with statutory requirements of relevance to the principles, and rectification of any non-compliances HY	HY HY HY HY HY HY HY HY

11. Has the entity carried out independent assessment/evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency

P1 P2 P3 P4 P5 P6 P7 P8	P9
No, the Company’s policies are evaluated internally from time-to time and updated as and when required.

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:

Questions P1	P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the principles material to its business (Yes/No) NA	NA NA NA NA NA NA NA NA
The entity is not at a stage where it is in a position to formulate and implement the policies on specified principles (Yes/No) NA	NA NA NA NA NA NA NA NA
The entity does not have the financial or/human and technical resources available for the task (Yes/No) NA	NA NA NA NA NA NA NA NA
It is planned to be done in the next financial year (Yes/No) NA	NA NA NA NA NA NA NA NA
Any other reason (please specify) NA	NA NA NA NA NA NA NA NA

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable

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The Company's commitment to ethical business practices is demonstrated by the operations that are based on integrity, transparency, and accountability. These operations can improve stakeholder relationships, boost customer loyalty, and give the Company a competitive edge in the marketplace. In addition, moral conduct promotes social trust, an ideal business climate, and long-term economic growth.

ESSENTIAL INDICATORS

1. Percentage coverage by training and awareness programs on any of the NGRBC Principles during the financial year:

Segment Total number of training and awareness programs held Topics/principles covered under the training and its impact	Percentage of persons in respective category covered by the awareness programmes
Board of Directors Nil Nil	Nil
Key Management Personnel Nil Nil	Nil
Employees other than BODs & KMPs 40 1. Code of Conduct 2. Human Rights 3. Anti-discrimination 4. Anti-harassment 5. POSH 6. Safety and Health Policy 7. Induction Training for new employees Workers	31%

2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by the entity or by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in the financial year, in the following format. a. Monetary

Type NGRBC Principle Name of the regulatory/ enforcement agencies/ judicial institutions	Amount (In ₹) Brief of the case Has an appeal been preferred? (Yes/No)
Penalty/Fine Principle 3 The Chief Judicial Magistrate Court, Cuddalore	1,00,000/- The Deputy Director of Industrial Safety and Health filed case against Occupier/ Management Case NO.267/2021 related to Contract employee. No
Settlement Nil Nil	Nil Nil Nil
Compoundingfee Nil Nil	Nil Nil Nil

b. Non-Monetary

Type	NGRBC	Name of the regulatory/	Brief of the case	Has an
	Principle	enforcement agencies/judicial		appeal been
		institutions		preferred?
				(Yes/No)
Imprisonment	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil

3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where monetary or non-monetary action has been appealed:

There are no such instances where Appeal/Revision preferred in cases where monetary or non-monetary action has been appealed.

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy:

Yes, the Company has an anti-corruption or anti-bribery policy in place, and which is a part of their Business Code of Conduct and its applicability extends over to all stakeholders of the Company. The policy demonstrating the company's commitment to maintaining high ethical standards and ensuring fair business practices.

The policy available to all employees on the company's intranet.

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/corruption:

the charges of bribery/corruption:
Category FY 2022-23 (Current Financial Year)	FY 2021-22(Previous Financial Year)
Directors Nil	Nil
KMPs Nil	Nil
Employees Nil	Nil
Workers Nil	Nil

6. Details of complaints with regard to conflict of interest:

Topic	FY 2022-23(Current Financial Year)	FY 2022-23(Current Financial Year)	FY 2021-22 (Previous Financial Year)	FY 2021-22 (Previous Financial Year)
	Number	Remarks	Number	Remarks
Number of complaints received in relation to issues of conflict of Interest of the Directors	Nil	NA	Nil	NA
Number of complaints received in relation to issues of conflict of Interest of KMPs	Nil		Nil

7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by regulators/law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest: During FY 2022-23, there were no such reported cases on the Company.

Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the NGRBC Principles during the financial year:

Total number of training and Topics/principles covered under Percentage of persons in value chain awareness programmes held the training and its impact covered by the awareness programmes

Not Available*

*The Company will develop the plan in coming year.

2. Does the entity have processes in place to avoid/manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same:

Yes, the Company’s Code of Conduct for Senior Management and Board of Directors discloses the process to avoid/manage conflict of interests. While they are not necessarily prohibited from engaging in personal transactions or investments, they should exercise caution to ensure that their personal interests do not compromise their ability to act in the best interests of the organization or the public.

The code which is available on Company’s intranet guides the practices of senior management and board of directors with regards to conflict with the Company’s interest in aspects of:

Employment/outside employment
Business Interests
Related Parties (Disclosure standards, applicable laws, use of Company’s assets and resources, confidentiality & fair dealings)
Acceptance of gifts & payments

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe

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The Company has developed a sustainability policy that recognizes current issues like climate change and aims to use mitigating measures for a sustainable future for future generations. By implementing safe and resource-saving technologies in its operations and those of its suppliers, the Company works to promote a healthy environment and a secure society. The Company seeks to implement eco-friendly production and consumption methods that are essential for raising living standards and protecting the planet's natural resources.

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Type FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)*	Details of improvement in social and environmental aspects
Research & Development (R&D) 12.69% 20.29%	Environment friendly and energy conservation projects.
Capital Expenditure (CAPEX) 87.31% 79.71%

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)

No. Although we are dedicated to progress, and in the coming year, the Company will be developing its Sustainable Procurement Policy, reaffirming our commitment to responsible and ethical practices.

b. If yes, what percentage of inputs were sourced sustainably?

Nil

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

The Company provides customized chemicals to our customers, tailored to their specific needs. We place a strong emphasis on responsible end-of-life practices and encourage our customers to follow industry best practices for product disposal.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.

Extended Producer Responsibility (EPR) is applicable to the Company’s business activities.

Leadership Indicators

1. Has the entity conducted Life Cycle Perspective/Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? .

Name of	% of total	Boundary for	Whether	Results
Product/	Turnover	which the Life	conducted by	communicated
Service	contributed	Cycle Perspective/	independent	in public domain
		Assessment was	external agency	(Yes/No) If yes
		conducted	(Yes/No)	provide web-link
		NA

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products/ services, as identified in the Life Cycle Perspective/Assessments (LCA) or through any other means, briefly describe the same alongwith action taken to mitigate the same.

Sr. Name of the product

Action Taken

Description of the risk

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry).

Indicate input material	Recycled or re-used input material to total material
	FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)
Lime sludge	0.39% 0.43%
Sulphur sludge	0.04% 0.03%

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format:

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format:	4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format:
Product FY 2022-23 (Current FY) FY 2021-22 (Previous FY) Reused Recycled Safely Disposed Reused Recycled Safely Disposed
	Safely Disposed
Plastics (including packaging) Nil Nil Nil Nil Nil	Nil
E-waste Nil Nil Nil Nil Nil	Nil
Hazardous waste Nil Nil Nil Nil Nil	Nil
Other waste Nil Nil Nil Nil Nil	Nil

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Indicate product category	Reclaimed products and their packaging materials as % of
	products sold for their respective category
Nil	Nil

PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains

Fostering fairness and respect for employees and workers throughout the Company and its value chains is a fundamental element of responsible and sustainable business conduct. Prioritizing the protection of the workforce's health and safety reflects a strong dedication to their welfare and emphasizes the significance of providing a secure working environment. Introducing policies, procedures, and systems that empower employees is a proactive approach to ensuring equal opportunities, equitable working conditions, fair compensation, and career growth. Through transparent and inclusive practices, the Company cultivates a sense of trust, motivation, and loyalty among its workforces.

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Essential Indicators

1. a. Details of measures for the well-being of employees:

Category Total (A)	% of employees covered by
	Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care Facilities
	No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
	Permanent Employees
Male 120	120 100% 120 100% 0 0% 120 100% NA NA
Female 3	3 100% 3 100% 3 100% 0 0% NA NA
Total 123	123 100% 123 100% 3 100% 120 100% NA NA
	Other than Permanent Employees
Male 0	0 0% 0 0% 0 0% 0 0% NA NA
Female 0	0 0% 0 0% 0 0% 0 0% NA NA
Total 0	0 0% 0 0% 0 0% 0 0% NA NA

b. Details of measures for the well-being of workers:

Category Total (A) Health Insurance No. (B) % (B/A)	Category Total (A) Health Insurance No. (B) % (B/A)	% of employees covered by	% of employees covered by
		Accident Insurance Maternity Benefits Paternity Benefits Day Care Facilities
	% (B/A)	No. (C)	% (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F)	% (F/A)
		Permanent Workers
Male 9 9	100%	9	100% 0 0% 9 100% NA	NA
Female 0 0	0%	0	0% 0 0% 0 0% NA	NA
Total 9 9	100%	9	100% 0 0% 9 100% NA	NA
	Other than Permanent Workers
Male 340 0	0% 340		100% 0 0% 0 0% NA	NA
Female 16 0	0% 16		100% 16 100% 0 0% NA	NA
Total 356 0	0% 356		100% 16 100% 0 0% NA	NA

2. Details of retirement benefits, for Current FY and Previous Financial Year:

Sr.	Benefits	FY 2022-23 (Current FY)	FY	2021-22 (Previous	FY)
No		No. of No. of Deducted and No. of		No. of	Deducted and
		employees workers deposited employees		workers	deposited
		covered as covered as with the covered	as	covered as	with the
		a % of total a % of total authority a % of total		a % of total	authority
		employees worker (Y/N/N.A.) employees		worker	(Y/N/N.A.)
1.	PF	100% 100% Y 100%		100%	Y
2.	Gratuity	100% 100% Y 100%		100%	Y
3.	ESI	0.8% 0% Y 5%		0%	Y

3. Accessibility of workplaces: Are the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

In compliance with the Rights of Persons with Disabilities Act, 2016, the Company have made their premises accessible to differently-abled employees and workers. Through the support the Company ensures that every individual feel valued and included, regardless of their abilities.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy.

Yes, the Company has an established policy in line with the Rights of Persons with Disabilities Act 2016 and its associated Rules. This policy is accessible to all employees through the Company's local intranet. By having such a policy in place and ensuring its availability to all, the Company demonstrates its commitment to promoting inclusivity and accommodating the needs of differently-abled individuals in the workplace.

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender	Permanent Employees Permanent Workers
	Return to work rate Retention Rate Return to work rate Retention Rate
Male	NA NA NA NA
Female	NA NA NA NA
Total	NA NA NA NA

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the mechanism in brief.

Category	Yes/No	Details of the mechanism in brief
Permanent Workers		Yes, the Company has an established grievance mechanism in which anyone from
Other than Permanent Workers		the workforce can address their concerns to the respective department following the defined process. If anyone is dissatisfied with the resolution, allowing all
Permanent Employees	Yes	employees, including workers, to directly approach their reporting manager or
Other than Permanent Employees		even the managing director to discuss any grievances they may have related to any matter within the organization.

7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:

Category	FY 2022-23 (Current FY)	FY	2021-22 (Previous FY)
	Total employees/ No. of employees/ % (B/A) Total		No. of employees/	%(D/C)
	workers in workers in respective employees/		workers in respective
	respective category, who are workers in		category, who are part
	category (A) part of association(s) respective		of association(s) or
	or Union (B) category (C)		Union (D)
	Permanent Employees
Male	Nil Nil Nil	Nil	Nil	Nil
Female	Nil Nil Nil	Nil	Nil	Nil
Total	Nil Nil Nil	Nil	Nil	Nil
	Permanent Workers
Male	9 9 100%	12	12	100%
Female	Nil Nil Nil	Nil	Nil	Nil
Total	9 9 100%	12	12	100%

The Company’s workers are the part of Tanfac Employees Union (Affiliated to CITU)

8. Details of training given to employees and workers:

Category		FY 2022-23 (Current FY) FY 2021-22 (Previous FY)	FY 2022-23 (Current FY) FY 2021-22 (Previous FY)
	Total (A)	On Health and safety measures	On Skill upgradation Total (A) On Health and safety measures On Skill upgradation No. (C) % (C/A) No. (E) % (E/A) No. (F) % (F/A)
		No. (B) % (B/A)
			Employees
Male	120	98 81.67%	88 73.33% 122 60 49.18% 80 65.57%
Female	3	3 100%	3 100% 3 3 100% 3 100%
Total	123	101 82.11%	91 73.98% 125 63 50.40% 83 66.40%
			Workers
Male	9	4 44.44%	8 88.88% 12 4 33.33% 9 75%
Female	0	0 0%	0 0% 0 0 0% 0 0%
Total	9	4 44.44%	8 88.88% 12 4 33.33% 9 75%

9. Details of performance and career development reviews of employees and worker:

Category	FY 2022-23 (Current FY)	FY 2021-22 (Previous FY)
	Total (A) No. (B) % (B/A) Total (C)	No. (D)	% (D/C)
	Employees
Male	120 120 100% 122	122	100%
Female	3 3 100% 3	3	100%
Total	123 123 100% 125	125	100%
	Workers
Male	9 9 100% 12	12	100%
Female	0 0 0% 0	0	0%
Total	9 9 100% 12	12	100%

10. Health and safety management system:

a. Whether an occupational health and Yes, the health & safety management system is applicable across all sites as safety management system has been they are ISO 45001:2018 certified. implemented by the entity? (Yes/No). If yes, what is the coverage of such system?
b. What are the processes used to identify The Company has put in place comprehensive Hazard identification and Hazard work-related hazards and assess risks on assessment methodologies. These methodologies are designed to identify a routine and non-routine basis by the work-related hazards, covering both routine and non-routine activities. entity?
For process-related hazards, the Company utilizes Hazard Operability (HAZOP) to ensure thorough identification and assessment.
Routine and non-routine activities are addressed through the implementation of Hazard Identification and Risk assessment (HIRA) procedures.
Additionally, the Company conducts Health Risk Assessment (HRA) to identify and evaluate exposure-related activities.
c. Whether you have processes for workers Yes, the Company has a robust incident reporting procedure in place and to report the work-related hazards and have provisions of training with respect to accident reporting which includes to remove themselves from such risks. reporting accidents, near-misses, unsafe acts, and unsafe conditions. (Yes/No)

Yes, the Company has a robust incident reporting procedure in place and

d. Do the employees/worker of the entity Yes have access to non-occupational medical and healthcare services? (Yes/No)

11. Details of safety related incidents, in the following format:

Safety Incident/Number	Category FY 2022-23 (Current FY) FY 2021-22 (Previous FY)
Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)	Employees 0 0
	Workers 0 2.2
Total recordable work-related injuries	Employees 0 0
	Workers 0 2
No. of fatalities	Employees 0 0
	Workers 0 0
High consequence work-related injury or ill- health (excluding fatalities)	Employees 0 0
	Workers 0 0

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.

The Company has established comprehensive Hazard identification and Hazard assessment methodologies to identify workrelated hazards, encompassing both routine and non-routine activities. To ensure a thorough evaluation, specific assessment methods have been deployed for different types of hazards:

Hazard and Operability (HAZOP) is employed for process-related hazards.
Hazard Identification and Risk assessment (HIRA) is utilized for routine and non-routine activities.
Health Risk Assessment (HRA) is implemented to identify and address exposure-related activities.

In addition to these methodologies, the Company conducts regular site reviews, inspections, and audits to assess safety preparedness and identify areas for improvement. Recognizing the significance of continuous training, the Company provides regular occupational health and safety training to its employees. This training ensures that employees remain aware of potential risks, safety protocols, and best practices, enhancing their preparedness to handle various workplace situations.

During this year, the Company has undertaken internal and external audits to conduct systematic and comprehensive evaluations of its occupational health and safety practices, policies, and procedures. The Company has prioritized employee training in occupational health and safety, providing regular sessions that amounted to an average of 10.52 hours per employee.

13. Number of Complaints on the following made by employees and workers:

Topic	FY 2022-23 (Current FY)	FY 2022-23 (Current FY)	FY 2021-22 (Previous FY)
	Filed during the year Pending resolution at the end of year	Remarks	Filed during the year Pending resolution at the end of year Remarks
Working Conditions	Nil NA	NA	Nil NA NA Nil Nil
Health & Safety	Nil Nil
14. Assessments for the year:
Topic	Percentage of your plants and ofices that were assessed (by entity or statutory authorities or third parties)

Health and safety practices

100%

Working Conditions

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks/ concerns arising from assessments of health & safety practices and working conditions.

The assessments conducted for health & safety practices and working conditions didn’t highlight any major concern in this financial year. However, the Company is dynamically working towards Hazard Identification and Risk assessment (HIRA) for routine and non-routine activities and Health Risk Assessment (HRA) for identifying exposure related activities

Leadership Indicators

Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N): a. Employees (Yes/No): Yes
b. Workers (Yes/No): Yes
Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners:

The Company has implemented necessary systems, such as General Conditions and Contracts, which require contractors and vendors to deduct and deposit statutory dues. This ensures compliance with regulatory requirements. Additionally, the Company conducts periodic reviews of its vendors to ensure that the dues, particularly related to GST (Goods and Services Tax), PF (Provident Fund), and ESIC (Employee's State Insurance Corporation), have been duly deducted and deposited in accordance with applicable norms.

By adopting these measures, the Company demonstrates its commitment to upholding legal and financial responsibilities, fostering a transparent and compliant relationship with its contractors and vendors.

Provide the number of employees/workers having suffered high consequence work related injury/ill-health/fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment:

Category	Total no. of afected	employees/workers No. of employees/workers that are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment
	Current FY 2022-23	Previous FY 2021-22 Current FY 2022-23 Previous FY 2021-22
Employees	Nil	Nil Nil Nil
Workers	Nil	Nil Nil Nil

Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/No).

No, the Company doesn’t provide such assistance programs.

Details on assessment of value chain partners:

Topic	% of value chain partners (by value of business done with
	such partners) that were assessed
Health and safety practices	Not available*
Working Conditions

*The Company is actively developing a plan of undertaking the process of assessment of the value chain partners

Provide details of any corrective actions taken or underway to address significant risks/concerns arising from assessments of health and safety practices and working conditions of value chain partners.

Not applicable.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

In the Company, we understand the significance of our stakeholders and their interests, particularly those who are vulnerable or marginalized. We place a high priority on actively engaging with our stakeholders and truly value their feedback. To ensure this, we have established comprehensive policies and processes. Our primary objective is to generate a positive impact and maximize value for all our stakeholders, encompassing our activities, products, processes, and decision-making. By fostering collaborative relationships with our stakeholders, we strive to contribute to the betterment of society while also enhancing our business endeavours.

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Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity:

The individuals or groups who are affected, either directly or indirectly, by the operations and activities of the business and with whom we engage regularly for purposes such as reporting, relationship building, and business interactions are considered the key stakeholders.

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group:

TANFAC INDUSTRIES LIMITED /ANNUAL REPORT 2022-23 74	Stakeholder Group Whether identified as a Vulnerable & Marginalized Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other Frequency of engagement (Annually/Half yearly/ Quarterly/others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement
	Customers No 1. Customer feedback, 2. Customer satisfaction survey, 3. Phone calls, emails and Meetings, 4. Signed contracts, 5. Exhibitions, Events 6. Customer visits & audits 7. Websites As and When Required 1. Timely Delivery, 2. Quality 3. Pricing 4. post-sales support, 5. Product Related certification, 6. EHS Management systems
	Employees No 1. Emails and Meetings, 2. Employee satisfaction surveys, 3. Training programs, 4. performance appraisal reviews, 5. Grievance Redressal Mechanisms As and When Required 1. Fair wages and rewards, 2. Work life Balance, 3. Training & Skill development, 4. Career Growth, 5. Occupational Health and safety, 6. Job Security, 7. Transparent Communication
	Suppliers No 1. Emails and Meetings, 2. Vendor Assessment, 3. Signed Contracts As and When Required 1. Timely Payment, 2. Continuity of orders, 3. Capacity Building, 4. Transparency
	Communities No 1. Training & Workshops, 2. Regular meetings, 3. Need assessment & Satisfaction surveys, 4. CSR reports As and When Required 1. Local Employment, 2. Environmental pollution control, 3. Infrastructure development, 4. Training & livelihood programs, 5. Participation in social services
	Investors & Shareholders No 1. Shareholders Meetings, 2. Publishing requisite notices/press releases/ other communications through Newspapers Advertisements/e-mails/ websites, 3. Annual Reports, 4. Company’s Website/ dissemination of requisite information on website of stock exchanges and depositories, 5. Investor interactions/Calls As and When Required 1. Sustainable growth & returns, 2. Risk Management, 3. Corporate Governance, 4. Market Share, 5. Operational Performance
	Governments and Regulatory Bodies No 1. Annual Reports, 2. Statutory filings, 3. Communication with regulatory bodies, 4. Formal Dialogues As and When Required

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group: (Contd.)

Stakeholder	Whether	Channels of communication	Frequency of	Purpose and scope of
Group	identified as a	(Email, SMS, Newspaper,	engagement	engagement including key
	Vulnerable &	Pamphlets, Advertisement,	(Annually/Half yearly/	topics and concerns raised
	Marginalized	Community Meetings, Notice	Quarterly/others –	during such engagement
	Group (Yes/No)	Board, Website), Other	please specify)
Media	No	1. social media,	As and when required
		2. Press releases,
		3. Interviews,
		4. Website

Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.

The Company values the unique goals of its stakeholders and engages with them through various communication channels based on their relevance and preferences.

The Stakeholders Relationship Committee plays a vital role in facilitating constructive engagement and resolving any arising issues. Additionally, the committee is responsible for continuously reviewing the steps taken to enhance stakeholder engagement.

2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes/ No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity.

Yes. Stakeholder consultation is used to support the identification and management of environmental and social topics. The business determines its stakeholders based on experiences, knowledge, sectoral landscape, and organizational influence.

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/marginalized stakeholder groups.

Every neighborhood close to our factories is seen as a crucial stakeholder. Because of the energy, water, and raw materials we use, as well as the emissions and waste streams we produce, we are aware of the immediate and indirect, socioeconomic and environmental effects it has on the communities. We have always seen our dedication to Corporate Social Responsibility as a chance to maximize good benefits and minimize negative ones. For instance, we are dedicated to empowering and supporting vulnerable and marginalized groups through education and skill development programs. The Company also strives to enhance its relationship with the local community by organizing various events such as community drives, women’s day celebrations, cricket tournaments, and road safety campaigns, among others. These initiatives demonstrate the Company's strong commitment to social responsibility and building a better future for all.

PRINCIPLE 5: Businesses should respect and promote human rights

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The Company is actively promoting a work environment free from harassment and discrimination and promotes a healthy and inclusive workplace. The dedication shown in developing strong policies and systems to guarantee the welfare and empowerment of the workforce is evident. It is further emphasized the significance of treating every stakeholder with respect and fairness by conducting training and awareness programs that cover topics like dignity, well-being, and human rights.

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

format:
Category	FY 2022-23 (Current FY) FY 2021-22 (Previous FY)
	Total (A) No. of employees/ workers covered (B) % (B/A) Total (C) No. of employees/ workers covered (D) % (D/C)
	Employees
Permanent	123 99 80.48% 125 0 0%
Other thanpermanent	0 0 0% 0 0 0%
Total	123 99 80.48% 125 0 0%

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format: (Contd.)

format:(Contd.)
Category	FY 2022-23 (Current FY)	FY 2021-22 (Previous FY)
	Total (A) No. (B) % (B/A) Total (C)	No. (D)	% (D/C)
	Workers
Permanent	9 9 100% 12	0	0%
Other than permanent	356 40 11.23% 358	0	0%
Total	365 49 13.42% 370	0	0%

2. Details of minimum wages paid to employees and workers, in the following format:

Category		FY 2022-23 (Current FY) FY 2021-22 (Previous FY)	FY 2022-23 (Current FY) FY 2021-22 (Previous FY)
	Total (A)	Equal to Minimum Wage	More than Minimum Wage Total (D) Equal to Minimum Wage More than Minimum Wage No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
		No. (B) % (B/A)
			Employees
			Permanent
Male	120	NA NA	120 100% 122 NA NA 122 100%
Female	3	NA NA	3 100% 3 NA NA 3 100%
		Other than Permanent
Male	0	NA NA	NA NA 0 NA NA NA NA
Female	0	NA NA	NA NA 0 NA NA NA NA
			Workers
			Permanent
Male	9	NA NA	9 100% 12 NA NA 12 100%
Female	0	NA NA	NA NA 0 NA NA NA NA
		Other than Permanent
Male	340	91 27% 249 73% 342 91 27% 251 73%
Female	16	16 100% 0 0 16 16 100% 0 0

3. Details of remuneration/salary/wages, in the following format:

Category	Male Female
	Number Median remuneration/salary/ wages of respective category (₹ in Lacs) Number Median remuneration/salary/ wages of respective category (₹ in Lacs)
Board of Directors (BoD)
A) Executive Directors	1 NA 0 NA
B) Non-Executive Non - Independent Director	3 NA 1 NA
C) Non-Executive Independent Director	4 NA 1 NA
Key Managerial Personnel	3 93.70 0 NA
Employees other than BOD and KMP	117 6.44 3 7.83
Workers	9 6.94 0 NA

4. Do you have a focal point (Individual/Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No)

Yes, the Company prioritizes the protection and promotion of fundamental human rights for all its employees and workers. The proactive approach of the HR department in addressing human rights impacts or issues arising from the Company's operations is highly valuable.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.

Yes, the Company has a structured approach to handling grievances related to human rights. Employees can submit such grievances to the human resource department, ensuring a designated channel for their concerns.

In the event that an employee is not satisfied with the resolution provided by the HR department, the Company's open-door policy allows them to escalate the matter directly to the managing director's office. Moreover, the Company ensures that the identity of the individual raising the concern is protected throughout the entire grievances handling process. This protection is facilitated by the Whistleblower Mechanism Policy, which safeguards the anonymity of the employee, fostering a safe environment for reporting sensitive issues.

6. Number of Complaints on the following made by employees and workers:

	FY 2022-23 (Current FY)	FY 2021-22 (Previous	FY 2021-22 (Previous	FY)
	Filed Pending Remarks Filed		Pending	Remarks
	during the resolution at during	the	resolution at
	year the end of year year		the end of year
Sexual Harassment	Nil NA NA Nil		NA	NA
Discrimination at workplace	Nil NA NA Nil		NA	NA
Child Labour	Nil NA NA Nil		NA	NA
Forced Labour/Involuntary Labour	Nil NA NA Nil		NA	NA
Wages	Nil NA NA Nil		NA	NA
Other human rights related issues	Nil NA NA Nil		NA	NA

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

The Company's Whistle Blower Mechanism Policy and Prevention of Sexual Harassment (POSH) policy both include provisions to prevent adverse consequences for complainants in cases of discrimination and harassment. The policies emphasize maintaining confidentiality to the extent necessary to complete the investigation process. Adequate safeguards are also put in place to protect complainants from any form of victimization.

The Company takes a strong stance against any unfair treatment of a Whistle Blower due to their complaint. To minimize difficulties faced by the Whistle Blower when making a Protected Disclosure, the Company ensures appropriate safeguards are in place. Confidentiality is maintained to the extent possible and as permitted by law to protect the identity of the Whistle Blower.

8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)

Yes, the Company has a well-structured supplier code of conduct that covers human rights issues as a part of business agreement and contracts.

9. Assessments for the year:

	% of your plants and ofices that were assessed (by entity or
	statutory authorities or third parties)
Child labor	Nil
Forced/involuntary labor	Nil
Sexual harassment	Nil
Discrimination at workplace	Nil
Wages	Nil
Others –please specify	-

10. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the assessments at Question 9 above.

There are no concerns found due to which there is requirement of any corrective action to be taken.

Leadership Indicators

1. Details of a business process being modified/introduced as a result of addressing human rights grievances/complaints.

NA. The Company has not modified/introduced business processes as a result of Human Rights grievances/complaints.

2. Details of the scope and coverage of any Human rights due diligence conducted.

The Company comprehensively undertakes internal Human Rights Due Diligence process on a quarterly basis. The procedure in place identifies, prevents and addresses actual or potential human rights impacts resulting from their activities or the activities of those with which they have relationships.

3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016?

In compliance with the Rights of Persons with Disabilities Act, 2016, the Company have made their premises accessible to differently-abled visitors. Through the support the Company ensures that every individual feel valued and included, regardless of their abilities.

4. Details on assessment of value chain partners:

The Company is actively developing a plan of undertaking the process of assessment of the value chain partners.

Topic	% of value chain partners (by value of business done with
	such partners) that were assessed
Child labour	The Company recognizes the importance of ensuring ethical
Forced/involuntary labour	working conditions and upholding human rights within its supply chain. To achieve this, the Company is currently in the process
Sexual harassment	of developing a robust assessment framework targeting specific
Discrimination at workplace	suppliers or subcontractors that may not adhere to accepted norms for working conditions and human rights.
Wages	An active mitigation plan is being implemented by the Company
Others – please specify	through its updated Supplier Policy. This policy mandates that all suppliers and vendors comply with the Company's standards
	related to labour practices, health and safety, ethical conduct, and
	environmental responsibility.

5. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the assessments at Question 4 above.

Not Applicable

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

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At Company, we are committed to advancing long-term sustainability and enhancing societal wellbeing. We support an exhaustive approach of resource management that supports the objectives of our Company. We are aware of how we affect the three pillars of profit, planet, and people. As a result, we have taken steps to implement our commitments and policies into actions that will have the least possible negative impact on the environment. We take seriously our obligation to increase environmental awareness through our business practices and connections with the local community. We commit ourselves to enhance our business more sustainable and environmentally friendly.

Essential Indicators

1. Details of total energy consumption (in GJ or multiples) and energy intensity, in the following format:

Parameter FY 2022-23 (Current Financial Year)	FY 2021-22 (Previous Financial Year)
Total electricityconsumption(A) (in GJ) 7296.24	5418.39
Total fuel consumption(B) (in GJ) 123009.07	253305
Energyconsumption through other sources(E) (in GJ) 56118.24	60761.88
Total energyconsumption(A+B+C) (in GJ) 186423.55	319485.27
Energy intensity per rupee of turnover (Total energy consumption/turnover in rupees) (in GJper ₹) 0.0000503	0.0000987

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

2 Does the entity have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.

NA. The Company does not have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India. Hence, no targets have been set under the PAT scheme.

3. Provide details of the following disclosures related to water, in the following format:

Parameter	FY 2022-23	FY 2021-22
	(Current Financial Year)	(Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water	0	0
(ii) Groundwater	0	0
(iii) Thirdpartywater	4,82,641	6,26,352
(iv) Seawater/desalinated water	0	0
(v) Others (Rainwater storage)	0	0
Total volume of water withdrawal (in kilolitres) (I + ii + iii + iv + v)	4,82,641	6,26,352
Total volume of water consumption (in kilolitres)	4,03,488	5,01,438
Water intensity per rupee of turnover(Water consumed/turnover)	0.000109	0.000154
(klper ₹ of revenue)

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

Yes, we are discharging treated effluent from Inorganic compounds through common discharge system as per the defined norms. We have ZLDS for Synthetic Organic Consent Product with Multiple Effect Evaporator system.

5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter	Please specify	FY 2022-23	FY 2021-22
	unit	(Current Financial Year)	(Previous Financial Year)
NOx	mg/m3	Within permissible limit	Within permissible limit
SOx	mg/m3	Within permissible limit	Within permissible limit
Particulate matter (PM)	mg/m3	Within permissible limit	Within permissible limit
Persistent organicpollutants (POP)	NA	NA	NA
Volatile organic compounds (VOC)	NA	Within permissible limit	Within permissible limit
Hazardous airpollutants (HAP)	mg/m3	Within permissible limit	Within permissible limit
Others –please specify	PPM	NA	NA

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

Parameter Please specify unit	FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)
Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) tCO2e	9633.58 21962.73
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) tCO2e	1641.66 1219.13
Total Scope 1 and Scope 2 Emissions per rupee of turnover tCO2e/₹	0.00000304 0.00000716

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

7. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide details

Yes, at Tanfac, we take our responsibility towards the environment seriously. In line with this:

Recovery of Heat from Sulphuric acid plant -1 and produced hot water. This hot water replaced use of steam for HF distillation in HF plant. This resulted in CO2 Equivalent reduction of (12.5MT of Coal/day X 330 days X 44/12 X 45% of C/6.5) – 1,047 MT of CO2/yr. This is equivalent to planting mature trees of 47,596 trees/yr.
Stopped Process boiler and avoided use of Coal. This resulted in CO2 Equivalent reduction of (12.5MT of Coal/day X 250 days X 44/12 X 45% of C) - 5,156 MT of CO2 in FY’23 & recurring – 6,806 MT of CO2/yr. This is equivalent to planting mature trees of 3,09,375 trees/yr.

8. Provide details related to waste management by the entity, in the following format:

8. Provide details related to waste management by the entity, in the following format:
Parameter FY 2022-23 (Current Financial Year)	FY 2021-22 (Previous Financial Year)
Total Wastegenerated (in metric tonnes)
Plastic waste(A) 68.73	85.18
E-waste(B) 8.37	0
Bio-medical wasteI 0.02	0.012
Construction and demolition waste(D) Nil	Nil
BatterywasteI 4.56	0
Radioactive waste(F) Nil	Nil
Other Hazardous waste. Please specify, if any.(G) 1968.39	1439.92
Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by composition i.e. by materials relevant to the sector) 759.28	543.3
Total (A+B + C + D + E + F + G+ H) 2809.35	2068.42

For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)

metric tonnes)	metric tonnes)
Category of waste
(i)	Recycled water	23,400 KL 24,500 KL
(ii)	Re-used by product	0 0
(iii)	Steam Condensate reuse	86,861 92,311
(iv)	Recycled	114 112
(v)	Coprocessing	1388 1349
(vi)	Non-Hazardous waste	44 100
Total		1,11,807 1,19,183
For each category of wastegenerated, total waste disposed by nature of disposal method (in metric tonnes)
(i)	Incineration	Nil Nil
(ii)	Landfilling	186 158
(iii)	Other disposal operations	Nil Nil
Total		186 158

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your Company to reduce usage of hazardous and toxic chemicals in your product and processes and the practices adopted to manage such wastes.

As a chemical manufacturing Company that prioritizes the environment, our primary objective is to manage waste at its source through seggregation, allowing for effective management.

We adhere to the 3R waste management principles - reduce, reuse, and recycle. Our Company has taken efforts to recycle the ETP Sludge partly in our process and continue to Co-process our ETP Sludge in the cement Industries resulting conservation of natural resources.
We recycle our effluent and reuse it on-site, actively pursuing zero liquid discharge.

We recycle our effluent and reuse it on-site, actively pursuing zero liquid discharge.
We also recover waste heat and utilize it, thus minimizing energy requirements.
We are enhancing the safety and hygiene of our premises by adopting the latest available technologies to handle hazardous and toxic chemicals.
Additionally, we are increasing employee awareness regarding the proper handling and usage of these chemicals.

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals/clearances are required, please specify details in the following format:

Location of operations/	Type of operations	Whether the conditions of environmental approval/
ofices		clearance are being complied with? (Y/N) If no, the
		reasons thereof and corrective action taken, if any.
NA	NA	NA

Our Company operates solely within designated industrial areas and does not have any offices located in or around ecologically sensitive regions, such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, or coastal regulation zones. As a result, we do not require any environmental approvals or clearances for our operations.

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

Name and brief details of project EIA Notification No. Date Whether conducted by independent external agency (Yes/No)	Results communicated in public domain (Yes/ No) Relevant Web link
NA NA NA NA	NA NA

NA. The Company has not undertaken any environmental impact assessments of projects based on applicable law in FY 2022-23.

12. Is the entity compliant with the applicable environmental law/regulations/guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:

Specify the law/regulation/	Provide details of	Any fines/penalties/action taken	Corrective action
guidelines which was not	non-compliance	by regulatory agencies such as	taken, if any
complied with		pollution control boards or by courts
NIL	NIL	NIL	NIL

We adhere to the relevant environmental laws, regulations, and guidelines in India, including the following

Water (Prevention and Control of Pollution) Act,1974
Air (Prevention and Control of Pollution) Act, 1981
Environment Protection Act,1986
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
Chemical Accidents (Emergency Planning, Preparedness, and Response) Rules, 1996
Central Motor Vehicles Rules, 1989 and their associated rules

Leadership Indicators

1. Provide break-up of the total energy consumed (in GJ or multiples) from renewable and non-renewable sources, in the following format:

format:
Parameter FY 2022-23 (Current Financial Year)	FY 2021-22 (Previous Financial Year)
From renewable sources (in GJ)
Total electricityconsumption (A) Nil	Nil
Total fuel consumption (B) Nil	Nil
Energyconsumption through other sources (C) Nil	Nil
Total energy consumed from renewable sources (A+B+C) Nil	Nil
From non-renewable sources (in GJ)
Total electricityconsumption (D) 7296.24	5418.38
Total fuel consumption (E) 123009.07	253305
Energyconsumption through other sources (F) 56118.24	60761.88
Total energy consumed from non-renewable sources (D+E+F) (in GJ) 186423.55	319485.26

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

2. Provide the following details related to water discharged:

2. Provide the following details related to water discharged:
Parameter Unit	FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water m3	NA NA
- No treatment m3	NA NA
- With treatment m3	NA NA
(ii) Into Groundwater m3	NA NA
- No treatment m3	NA NA
- With treatment m3	NA NA
(iii) Into Seawater m3	NA NA
- No treatment m3	NA NA
- With treatment m3	NA NA
(iv) Sent to third-parties
- No treatment m3	NA NA
- With treatment – Collection, Neutralization, Clariflocculation and Filtration. Treated efluent meets the marine standards. KL	79,153 1,24,914
(v) Others m3	NA NA
- No treatment m3	NA NA
- With treatment m3	NA NA
Total water discharged (in kiloliters) KL	79,153 1,24,914

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

3. Water withdrawal, consumption and discharge in areas of water stress (in kiloliters):

For each facility/plant located in areas of water stress, provide the following information:

(i) Name of the area: NA
(ii) Nature of operations: NA

(iii) Water withdrawal, consumption and discharge in the following format:

Parameter Unit	FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)
Water withdrawal by source	(in kiloliters)
(i) Surface water m3	Nil Nil
(ii) Groundwater m3	Nil Nil
(iii) Third party water m3	Nil Nil
(iv) Seawater/desalinated water m3	Nil Nil
(v) Others m3	Nil Nil
Total volume of water withdrawal (in kilolitres) m3	Nil Nil
Total volume of water consumption (in kilolitres) m3	Nil Nil
Water intensity per rupee of turnover (Water consumed/ turnover) KL per crore ₹ of revenue	Nil Nil
Water discharge by destination and level	of treatment (in kiloliters)
(i) Into Surface water m3	Nil Nil
- No treatment m3	Nil Nil
- With treatment – please specify level of treatment m3	Nil Nil
(ii) Into Groundwater m3	Nil Nil
- No treatment m3	Nil Nil
- With treatment – please specify level of treatment m3	Nil Nil
(iii) Into Seawater m3	Nil Nil
- No treatment m3	Nil Nil
- With treatment – please specify level of treatment m3	Nil Nil
(iv) Sent to third-parties m3	Nil Nil
- No treatment m3	Nil Nil
- With treatment – please specify level of treatment m3	Nil Nil
(v) Others m3	Nil Nil
- No treatment m3	Nil Nil
- With treatment – please specify level of treatment m3	Nil Nil
Total water discharged (in kilolitres) m3	Nil Nil

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

4. Please provide details of total Scope 3 emissions & its intensity, in the following format

Parameter Unit	FY 2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)
Total Scope 3 emissions(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) TCO2e	90950.114 Not Available
Total Scope 3 emissions per rupee of turnover TCO2e/₹	0.0000246 NIL

We have initiated Scope 3 emission data monitoring this year itself i.e., FY 2022-23. Thus, data for previous year is not available

Note: Independent assurance has been carried out by TÜV SÜD SOUTH ASIA PVT. LTD.

5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.

Not Applicable. The Company does not have operations/offices in/around any ecologically sensitive areas (ESAs) or ecologically fragile areas (EFAs).

6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions/effluent discharge/waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format:

Sr. No. Initiative undertaken Details of the initiative (Web-link, if any, may be provided along with summary)	Outcome of the initiative
1 NA NA	NA

7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/web link.

Our Company has established a comprehensive business continuity and disaster management plan, which involves identifying potential threats and opportunities through a threat matrix. The approach used for this matrix is the minimal operational requirement of any particular department that is necessary to keep it functional. Each site has a detailed action plan in place, enabling us to continue business operations with minimal resources if necessary. Additionally, we have both onsite and offsite emergency plans in place, which are readily available at each site, and our employees are trained to respond effectively to any emergency situation.

8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard?

No, there has been no significant adverse impact to the environment, arising from our value chain identified till now. As part of our commitment to sustainability, we strive to minimize the environmental impact of our value chain. We recognize that our operations have an impact on the environment, and we have taken a proactive approach to address any adverse impacts. Moving forward, we will continue to assess the impact of our operations and supply chain, and implement mitigation measures where necessary. We are actively exploring and investing in new technologies and processes to reduce our carbon footprint and minimize waste. Additionally, we are working with our suppliers and partners to promote sustainable practices throughout our value chain. Our goal is to create a sustainable and resilient business that contributes positively to the environment and communities in which we operate.

9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impact

Not Applicable

PRINCIPLE 7: Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

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The Company places a strong emphasis on being open and honest by proactively sharing necessary information with the public and regulatory entities. The Company believes in conducting interactions with these bodies based on principles like integrity and transparency. To ensure effective communication of the Company's perspectives and concerns, qualified officials are trained and authorized to engage with trade chambers and industry associations. This approach fosters constructive dialogues with key stakeholders and enables the Company to influence policy-making processes in a manner that aligns with its sustainability goals. The Company actively takes part in representing opinions and concerns to regulatory bodies, showcasing its dedication to driving positive change and contributing to the development of a favorable business environment.

Essential Indicators

1. a) Number of affiliations with trade and industry chambers/associations.

The Company has a total 4 affiliations with trade and industry chambers/associations.

b) List the top 10 trade and industry chambers/associations (determined based on the total members of such body) the entity is a member of/affiliated to.

Sr. No.	Name of the trade and industry chambers/associations	Reach of trade and industry chambers/
		associations (State/National)
1	Madras Management Association	National
2	Chemical Industries Association	National
3	Indian Chemical Council	National
4	Confederation of Indian Industry	National

2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities

In FY 2022-23, the Company maintained an exemplary track record, receiving no adverse orders from regulatory authorities. This achievement is a testament to the commitment to cultivating a workplace environment that places a strong emphasis on integrity, fairness, and ethical decision-making.

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Name of Authority Brief of the case Corrective action taken
NA NA NA
Leadership Indicators
1. Details of public policy positions advocated by the entity.
Sr. No. Public policy Method resorted Whether the Frequency of review by Web Link, if
advocated for such information is board (Annually/Half available
advocacy available in public yearly/Quarterly/Other-
domain? (Yes/No) please specify
1 NA NA NA NA NA
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PRINCIPLE 8: Businesses should promote inclusive growth and equitable development.

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Our aim is to promote equitable and sustainable community development with a strong emphasis on inclusivity. We have a comprehensive framework for engagement because we value community interaction. We want to promote a culture that places a high value on fusing corporate social responsibility (CSR) principles with commercial goals. Our commitment to acting on the values of generosity and compassion is fueled by our unwavering belief in the philosophy of compassionate care. We pursue initiatives focused on quality management, environmental preservation, and socioeconomic uplift because we are fully committed to building a society that benefits everyone.

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year

Name and brief	SIA	Date of	Whether conducted by	Results communicated	Relevant
details of project	Notification No.	notification	independent external	in public domain	Web link
			agency (Yes/No)	(Yes/No)
Nil	Nil	Nil	Nil	Nil	Nil

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity:

Sr. No. Name of Project for which R&R is ongoing State District	No. of Project Afected Families (PAFs) % of PAFs covered by R&R	Amounts paid to PAFs in the FY (In ₹)
1 Nil Nil Nil	Nil Nil	Nil

3. Describe the mechanisms to receive and redress grievances of the community

We have a comprehensive grievance redressal mechanism for all our stakeholders. The grievance handling process is designed to be inclusive and accessible, with individuals able to submit grievances in written or verbal form and in various local languages. These grievances can be submitted through postal mail and local community relations staff to the Vigil Department of the Company. Anonymous grievances and those made on behalf of others are also accepted, and local suppliers are also welcomed to express their concerns.

Upon receiving a grievance, the Company acknowledges its receipt and assesses its severity before assigning it to a designate person from HR/Legal dept, who will follow through the process to ensure effective redressal. Grievances that are deemed to be of high severity are escalated to senior management levels for further investigation. The designated grievance manager and relevant departments work together to investigate the grievance and propose a resolution to the complainant. In some cases, additional information may be requested from the complainant to ensure a thorough investigation.

The Company strives for a dialogue-based approach to resolving grievances, working together with the complainant to find a resolution. Remedies are proposed on a case-by-case basis, and if the proposed solution is not accepted by the complainant, they have the option to appeal. The appeal will be reviewed by alternate investigators to ensure a fair evaluation of the grievance.

The Company's ultimate goal is to resolve grievances quickly, and once the complainant accepts the proposed solution, the grievance is considered resolved.

4. Percentage of input material (inputs to total inputs by value) sourced from local or small-scale suppliers:

	FY 2022-23 Current FY FY 2021-22 Previous FY
Directly sourced from MSMEs/Small producers	4.23 % 5.09 %
Sourced directly from within the district and neighboring districts	40.87 % 47.54 %
Sourced from outside India (Import)	54.90 % 47.37 %

Leadership Indicators

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above):

Not Applicable

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies:

Sr. No.	State	Aspirational District	Amount Spent in ₹
NA	NA	NA	NA

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized/vulnerable groups? (Yes/No)

(b) From which marginalized/vulnerable groups do you procure?

NA. The Company does not purchase from suppliers comprising of marginalized/vulnerable groups.

(c) What percentage of total procurement (by value) does it constitute?

NA. The Company does not purchase from suppliers comprising of marginalized/vulnerable groups.

4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge

We did not own or acquire any intellectual property based on traditional knowledge in the current financial year, and therefore, no benefits were derived or shared from such properties.

5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved.

The Company has had no adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved. Thus, no correct actions are underway on such issues.

6. Details of beneficiaries of CSR Projects.

Sr. No.	CSR	Project	No of persons	% of beneficiaries
			benefited from	from vulnerable and
			CSR Projects	marginalized group
1.		Education
	•	Higher Education Support provided to economically backward and
		bright students of Cuddalore District.
	•	Education Support to Government Schools through NAMMA
		SCHOOL FOUNDATION formed by Tamil Nadu Government.		100 % beneficiaries are
	•	Supported for Construction of Class room and Yoga Hall for Kala	3235	from vulnerable and
		Kendrum School, Cuddalore.		marginalized group
	•	Tanjore Painting training for female poor students.
	•	Supported Nearby villages 4 Government Schools during
		Independence and Republic Day Programme by providing of
		education materials.
2.		Health
	•	Conducted eye camp in Rasapettai Village Government Schools.
	• • •	Provided Dialysis Machine to Lions Eternal Empathy Foundation for benefit of Dialysis Patients. Supported for Physiotherapy and Sensory integration therapy for children to improve Health Conditions. Supported to District Administration for conducting Drug Addiction	2250	100 % of beneficiaries are from villages, who are from vulnerable and marginalised group.
		Awareness Campaign.
	•	Supported for Medicine and other requirements for Cancer afected
		children, Pattanur, Villupuram district.
3.		Infrastructure & Others
	•	Contributed to District Administration towards Desilting of Lake/
		Ponds towards conservation of water.
	•	Provided Cloth bag vending machine to prevent use of plastics to
		conserve Environment.
	•	Conducted Environment Plastic abatement awareness programme for the public by providing of Manjappai in co-ordination with TNPCB & District Administration.	14187	100 % beneficiary are from vulnerable and
	•	Supported to International Chess Olympiad 2022 organized by		marginalised group.
		Tamil Nadu Government.
	•	Supported to District Administration for Sports awareness
		Programme to maintain Health conditions of society.
	•	Provided Cardiac Bed to Advanced Primary Health Centre,
		Karaikadu.

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in responsible manner

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The main focus is to build a caring and responsible partnership with our customers, aiming to enhance their overall experience. We engage with consumers through various channels and maintain a transparent and easy-to-follow procedure for gathering feedback and handling complaints. Our customers have unrestricted access to all our engagement platforms and communications. We are committed to continually enhancing our business processes to deliver exceptional service that meets their needs, adds value, and exceeds their expectations, and we always work with them in an ethical manner.

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

Corrective actions are determined through root cause analysis and the resolution of complaints. Once these actions are implemented, they are systematically communicated to the consumers. Additionally, continuous interaction with the consumers is maintained to ensure their satisfaction. Consumer satisfaction levels are assessed through periodic consumer feedback surveys.

2. Turnover of products and/services as a percentage of turnover from all products/service that carry information.

Information related to	As a percentage to total turnover
Environment and Social parameters relevant to product	100%
Safe and responsible usage	100%
Recycling and/or safe disposal	100%

3. Number of consumer complaints

3. Number of consumer complaints
Category	FY 2022-23 Current FY FY 2021-22 Previous FY
	Received during the year Pending resolution at the end of year Remarks Received during the year Pending resolution at the end of year Remarks
Data Privacy	Nil Nil NA Nil Nil NA
Advertising	Nil Nil NA Nil Nil NA
Cyber-security	Nil Nil NA Nil Nil NA
Deliveryof essential services	Nil Nil NA Nil Nil NA
Restrictive Trade Practices	Nil Nil NA Nil Nil NA
Unfair Trade Practices	Nil Nil NA Nil Nil NA
Others	Nil Nil NA Nil Nil NA

4. Details of instances of product recalls on account of safety issues

	Number	Reasons for recall
Voluntary recalls	0	NA
Forced recalls	0	NA

5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a weblink of the policy.

Yes, the Company has a policy in place for cyber security and data privacy risks. Implementing a robust Information Security and Data Protection Policy demonstrates the commitment to safeguard consumer information and sensitive data. By having a well-defined policy, the Company can ensure safe handling of consumer information and following best practices for data protection. It not only helps in mitigating potential risks but also enhances consumer trust and confidence in the organization.

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by regulatory authorities on safety of products/services.

During the financial year, the Company did not receive any penalties or regulatory action related to the safety of our products.

Leadership Indicators

1. Channels/platforms where information on products and services of the entity can be accessed (provide web link, if available).

All the services available on website. It is available at link https://www.tanfac.com/gallery.php

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.

The Company strictly adhere to all essential safety protocols concerning chemical handling. The commitment to safety is evident in the provision of material safety data sheets (MSDS) to all the customers. These sheets encompass detailed information on chemical compositions, hazard specifics, and safe handling instructions.

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

In order to maintain uninterrupted essential services for the customers, the Company have implemented change procedures that automatically initiate communication through relevant channels, such as emails, whenever there is a potential risk of disruption or discontinuation.

4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable)? If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products/services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)

Yes, the Company adheres to the Classification, Labelling, and Packaging (CLP) Regulation of the United Nations' Globally

Harmonized System (GHS) for the products and the customers receive accurate and essential information about products. Seeking feedback from the customers demonstrates a proactive approach to improvement. The Company actively listen to the opinions and suggestions about their systems and processes.

They regularly assess customer satisfaction to maintain a high level of service quality and to adapt to changing customer preferences and market demands.

5. Provide the following information relating to data breaches:

a. Number of instances of data breaches along-with impact- Nil
b. Percentage of data breaches involving personally identifiable information of customers- Nil

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 Six basic tenets, viz., Board accountability to shareholders and other stakeholders, strategic guidance and effective monitoring by the Board, protection of minority interests and rights, the equitable treatment of all shareholders as well as transparency, Safety and Security of the plant the population around and the environment and accountability and timely disclosure.

TANFAC Industries Limited, a Joint Venture of Anupam Rasayan India Limited (ARIL) (who replaced Aditya Birla Group (ABG) last year) 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 the 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 eight Directors (Seven NonExecutive Directors and the Managing Director) as of 31st March, 2023, who have varied experience in their respective areas. The Board has four Independent Directors, including a woman Director, who do not have a 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 Listed Companies and Public Limited Companies in excess of the 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 the composition of the Board of Directors, category of Directors who have no relationship between inter se in any manner and their attendance in the Board meetings are as under.

Composition and Directorship(s)/Committee Membership(s)/Chairmanship(s) as on 31st March, 2023:

Name of Director Directors Identification No. Category/ Representing	Directorship held in other Companies Membership in other Companies’ Board Committees Chairmanship in other Companies’ Board Committees Public Private
Ms. Mariam Pallavi Baldev * 09281201 Non-Executive –Promoter	6 1 1 1
Dr. Jaya Chandra Bhanu Reddy* 10057412 Non-Executive –Promoter	6 - 1 -
Mr. Afzal Harunbhai Malkani 07194226 Non-Executive –Promoter	- - - -
Mr. K.Sendhil Naathan 08850046 Managing Director	- - - -
Mr. V.T. Moorthy 00007648 Independent – Non-Executive	- - - -
Mr. M.R. Sivaraman, IAS (Retd.) 00020075 Independent – Non-Executive	- 1 - -
Dr. Shankar Narasimhan 01484214 Independent – Non-Executive	- 3 - -
Mrs. R. Rajalakshmi 01985132 Independent – Non-Executive	1 2 - -

Ms. Mariam Pallavi Baldev and Mr. Jaya Chandra Bhanu Reddy were appointed as Non-Executive and Non-Independent Director w.e.f. 23[th] August, 2022 & 27[th] March, 2023 respectively.

Names of other Listed Companies in which the Directors of the Company is a Director and their category:

Sl. No	Name of Director	Name of Other Listed Company	Category of Directorship
1	Ms. Mariam Pallavi Baldev	TITAN Company Limited	Non-Executive – Nominee
			Director
2	Dr. Jaya Chandra Bhanu Reddy	Southern Petrochemical Industries	Non-Executive – Non
		Corporation Limited	Independent Director

Board/General Meeting attendance details of Directors for the year 2022-23:

Name of Director	Category/Representing	No. of Board	Nos.	Whether attended
		Meeting held	Attended	last AGM held on
		(2022-23)		26.09.2022
Ms. Mariam Pallavi Baldev *	Non-Executive - Promoter	5	3	Yes
Dr. Jaya Chandra Bhanu Reddy*	Non-Executive - Promoter	5	-	NA
Mr. Afzal Harunbhai Malkani	Non-Executive - Promoter	5	5	Yes
Mr. K.Sendhil Naathan	Managing Director	5	5	Yes
Mr. V.T. Moorthy	Independent - Non-Executive	5	5	Yes
Mr. M.R. Sivaraman, IAS (Retd.)	Independent - Non-Executive	5	4	Yes
Dr. Shankar Narasimhan	Independent - Non-Executive	5	3	Yes
Mrs. R. Rajalakshmi	Independent - Non-Executive	5	5	Yes
Ms. Lilly Rajendran**	Non-Executive - Promoter	5	-	No
Mr. R. Karthikeyan**	Non-Executive - Promoter	5	5	Yes

Ms. Mariam Pallavi Baldev and Mr. Jaya Chandra Bhanu Reddy were appointed as Non-Executive and Non-Independent Director w.e.f. 23th August 2022 & 27th March, 2023 respectively.

**Ms. Lilly Rajendran and Mr. R. Karthikeyan resigned with effect from 23rd August, 2022 and 24th March, 2023 respectively.

Notes:

During the year 2022-23, 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 6[th] May, 2022, 18[th] July, 2022, 17[th] October, 2022, 20[th] January, 2023 and 10[th] February, 2023 and the necessary quorum was present at all the Board Meetings.

None of the directors are holding any Equity Shares in the Company.

Familiarisation programme for Independent Directors:

A Familiarisation programme for Independent Directors of the Company was being conducted either before or after the Board Meetings and the terms and conditions of appointment of the Independent Directors and the details of their familiarisation program are available on the Company’s website, viz., www.tanfac.com.

Core skills, expertise and competencies of the Board of Directors:

The Board of Directors has identified the following core skills, expertise and competencies in the context of the Company’s business and sector for it to function effectively which are given below:

The Directors shall possess hands on expertise on technical, academic skills, general management, global business, technology, manufacturing/operations, risk management etc. The Directors shall understand Company’s structure, policies, and culture including the mission, vision, values, goals, current strategic plan and governance structure and also in which the Company operates including the industrial trends, challenges and opportunities, unique dynamics within the sector that are relevant to the success of the Company.

The Directors shall have the ability to understand and analyze financial reports/key financial statements to review and analyze budgets, annual operating plans considering Company’s resources, strategic goals, and priorities, analyze various reports, create and incorporate multiple viewpoints with different perspectives. The Directors shall also possess the ability to identify key risks to the Organization in a wide range of areas including Production, Marketing, legal and regulatory compliance management and systems.

The following matrix sets out the skills, expertise and competence of each of the Directors in the Company:

Sl. No	Name of the Directors	Skills, Expertise and Competence
1	Mrs. Mariam Pallavi Baldev	Appointed in 23rd August, 2022, as the Non-Executive and Non-Independent
	DIN: 09281201	Director of the Company, Mrs. Mariam Pallavi Baldev, IAS., is presently
		Additional Secretary to the Government of Tamil Nadu, I & IP&C Department,
		Chennai. She has held many key positions in various departments of
		Government of Tamil Nadu. Has many years of wide experience in public
		administration. She is also Chairperson of the TANFAC Board.
2	Dr. Jaya Chandra Bhanu Reddy	Appointed in 27th March, 2023, as the Non-Executive and Non-Independent
	DIN: 10057412	Director of the Company.
		Dr. V Jaya Chandra Bhanu Reddy, IAS belongs to the 2011 batch IAS Oficer,
		and has performed various roles in his 11 years of Public Services. He
		graduated with MBBS from Dr. NTR University of Health Service, Andhra
		Pradesh. Presently, he is the Executive Director of Tamilnadu Industrial
		Development Corporation Limited.
		Earlier Dr. Jaya Chandra Bhanu Reddy, IAS served as Assistant Collector for
		Land Revenue & Disaster Management Department, Cuddalore for the period
		from 2012-13, Sub Collector in Lalgudi, Tiruchirappalli for the period from
		2013-2016, Joint Managing Director for Tamil Nadu Water Supply and Drainage
		Board (TWAD), Chennai for the period from 2016-2017, Managing Director in
		Tamil Nadu Housing Board (TNHB) Chennai for the period from 2017-2018,
		Deputy Secretary to Government Environment, Climate Change and Forest
		Department for the period from 2018-2020, District Collector in Krishnagiri
		District for the period from 2020-2023.
3	Mr. Afzal Harunbhai Malkani	Mr. Afzal Harunbhai Malkani, Non-Executive and Non-Independent Director
	DIN: 7194226	of the Company, has experience in corporate financing, fund raising from
		banks, financial institutions, private equity, treasury management, business
		development, mergers & acquisitions. He had joined M/s.Anupam Rasayan
		India Limited (a Chemical manufacturing entity listed in March 2021 on BSE &
		NSE) in October 2005 and was appointed as its Chief Financial Oficer from
		1stDecember, 2014.
4	Mr. K. Sendhil Naathan	Mr. K.Sendhil Naathan, Managing Director of the Company since August 2020,
	DIN: 8850046	has MTech in Polymer Science from IIT Kharagpur and MBA from University
		of Leicester, UK. He has over 35 years of experience in Chemical industry and
		has extensive knowledge of the market of fluorine industry. He has been with
		TANFAC for the past 12 years and has been one of the persons instrumental in
		the turnaround & growth of the Company in the last 9 years.
5	Mr. M.R.Sivaraman IAS (Retd.)	Mr. M.R.Sivaraman, Non-Executive and Independent Director of the Company
	DIN: 0020075	since January 2006, is a retired IAS with several years of experience in the
		Administration of State and Central Governments which includes stints in
		the capacity of Finance and Planning Secretary. He had served as Revenue
		Secretary in the Central Government, Department of Revenue, Ministry of
		Finance and as Additional Secretary in the Ministry of Commerce and Ministry
		of Civil Aviation. He had also served as Executive Director in the International
		Monetary Fund (IMF).
6	Mr. V. T. Moorthy	Mr. V. T. Moorthy, Non-Executive and Independent Director of the Company,
	DIN: 0007648	is a Professional Engineer, has long association with the Company since the
		beginning of the project and also served in Aditya Birla Group of Companies
		for over four decades both in India and overseas. During his stint as Managing
		Director of TANFAC, he had overseen the initial phase of the project and
		brought the Company to the path of profitability.
7	Dr. Shankar Narasimhan	Dr. Shankar Narasimhan, Non-Executive and Independent Director of
	DIN: 1484214	the Company since April 2007, is a retired Professor of IIT Madras. Prior to
		joining to IIT Madras, he was an Associate Professor in Chemical Engineering
		Department at IIT Kanpur. His major research interests are in Data Mining,
		Process Design and optimization, Fault Detection and Diagnosis (FDD) and
		Fault Tolerant Control. Dr. Narasimhan is well known for his work in the area
		of Data Reconciliation & co-authored several papers and a book.
		He has been a visiting professor at the Centre for Automatic Control in Nancy,
		France, Purdue University and Texas Tech University in USA.

Sl. No	Name of the Directors	Skills, Expertise and Competence
8	Mrs. R. Rajalakshmi	Mrs. R. Rajalakshmi, Non-Executive and Independent Director of the Company
	DIN: 1985132	since March 2015, has two decades of experience in business handling, ofice
		administration and construction activities. She is actively involved in social
		activities. She currently holds directorship in Real Estate Companies closely
		held byher family.

Considering the skills, expertise and competencies required for effective functioning and discharge of Board’s duties, your Board is satisfied with the present composition of the Board of Directors. In the opinion of the Board, the Independent Directors fulfill the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management

Changes in the composition of the Board after 31st March, 2023:

Though there are no changes to the composition of the Board after 31st March, 2023, Dr.Jaya Chandra Bhanu Reddy was appointed as Additional and Non-Executive Director of the Company on 27th March, 2023 and as per the provisions of the Act, his appointment was regularized by members through postal ballot on 25th May, 2023. Necessary disclosure have been made to the Stock Exchange as per SEBI (LODR) regulations 2015.

Mrs.Mariam Pallavi Baldev had sought the Member’s approval to regularize her at the Annual General Meeting held on 26th September, 2023. Board has made necessary disclosures to Stock Exchange as per SEBI (LODR) regulations 2015.

The composition of the Board is in accordance with the Regulation 17 of SEBI (LODR) Regulations 2015 read with Section 149 of the Companies Act, 2013.

II. COMMITTEES OF THE BOARD

AUDIT COMMITTEE:

Upon the appointment of Dr. Jaya Chandra Bhanu Reddy, Non-Executive & Non Independent Director in place of Mr. R.Karthikeyan, the Board of Directors at their meeting held on 21st April, 2023, reconstituted the 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.

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 the 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 Function 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. The Chairman of the Audit Committee has rich experience and expertise in accounting and financial management. All the members of the Committee have financial literacy, with relevant experience.

The details of meetings attended by the Members of the Audit Committee are as under:

Name of Director Category/Representing Designation	No. of Meetings held during the financial year 2022-23
	Held Attended
Mr. M.R. Sivaraman, IAS (Retd.) Independent - Non-Executive Chairperson	5 4
Dr. Shankar Narasimhan Independent - Non-Executive Member	5 3
Mr. V.T. Moorthy Independent - Non-Executive Member	5 5
Mrs. R. Rajalakshmi Independent - Non-Executive Member	5 5
Dr. Jaya Chandra Bhanu Reddy* Non-Executive Member	5 -
Mr. Afzal Harunbhai Malkani Non-Executive Member	5 5
Mr. R. Karthikeyan** Non-Executive Member	5 5

Appointed w.e.f. 27th March, 2023. # Resigned w.e.f 24th March, 2023.

During the year 2022-23, 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 28[th ] April, 2022, 6[th] May, 2022, 18[th] July, 2022, 17[th] October, 2022 and 20[th] January, 2023 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 re-appointment of Directors/Key Managerial Personnel.

The composition of the Committee was reconstituted on 21[th] April, 2023 with the three Non-Executive Directors (including two Independent Directors). The Company Secretary is the Secretary to the Committee. The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the Company held on 26th September, 2022. The Committee met two times during the year on 6[th] May, 2022 and 20[th] January, 2023.

The details are as follows:

Name of the Directors	Designation	No. of meetings held	No. of meetings
			attended
Mr. V.T.Moorthy	Chairman	2	2
Mr. M.R. Sivaraman, IAS (Retd.)	Member	2	2
Mr. Afzal Harunbhai Malkani	Member	2	2

REMUNERATION POLICY:

The Board of Directors has been paid sitting fee for attending the Board Meeting and Board Committee Meetings. No other remuneration is paid to the Non-Executive Directors. Remuneration of Managing Director is paid in accordance with Company’s Remuneration Policy for the Senior Management.

The Company has adopted a remuneration policy as applicable across Anupam Rasayan India Limited with effect from 11th March, 2022 for its Senior Management and other employees.

Details of Remuneration to Board of Directors:

(in lakhs)

Name of Director Relationship with other Directors Business relationship with the Company if any	Remuneration paid during 2022 - 2023	Remuneration paid during 2022 - 2023
	Sitting fees @	Salary and Perks Commissson Total
Ms. Mariam Pallavi Baldev*# Non-Executive -Promoter NIL	1.20	- - 1.20
Dr. Jaya Chandra Bhanu Reddy *# Non-Executive -Promoter NIL	-	- - -
Mr. Afzal Harunbhai Malkani Non-Executive -Promoter NIL	-	- - -
Mr. V.T. Moorthy Non-Executive- Independent NIL	4.80	- - 4.80
Mr. M.R. Sivaraman, IAS (Retd.) Non-Executive- Independent NIL	4.00	- - 4.00
Dr. Shankar Narasimhan Non-Executive- Independent NIL	2.40	- - 2.40
Mrs. R. Rajalakshmi Non-Executive- Independent NIL	4.20	- - 4.20
Mr. K. Sendhil Naathan Managing Director NIL	-	191.33 - 191.33
Ms. Lilly Rajendran**# Non-Executive -Promoter NIL	-	- - -
Mr. R. Karthikeyan**# Non-Executive NIL	4.40	- - 4.40
Total	21.00	191.33 - 212.33

Ms. Mariam Pallavi Baldev and Dr. Jaya Chandra Bhanu Reddy were appointed as Non-Executive and Non-Independent Director w.e.f. 23[rd] August 2022 & 27th March, 2023 respectively.

**Ms. Lilly Rajendran and Mr. R. Karthikeyan resigned with effect from 23rd August, 2022 and 24th March, 2023 respectively. @ includes the sitting fee paid for Board Committee Meetings.

paid to Tamil Nadu Industrial Development Corporation Limited,

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee has been reconstituted on 21st April, 2023 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 the Stakeholders Relationship Committee includes:

to address the grievances of security holders of the Company with regard to the transfer of shares, the transmission of shares, non-receipt of the annual report, non-receipt of declared dividend, etc;
to consider and approve the issue of share certificates (including the issue of renewed/duplicate share certificate;
to ensure an 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 the following Directors:

Mr. M.R. Sivaraman, IAS (Retd.), Chairman
Mr. V.T.Moorthy
Dr. Jaya Chandra Bhanu Reddy appointed with effect from 27th March, 2023.
Mr. R. Karthikeyan resigned with effect from 24th March, 2023.

During the year, the Stakeholders Relationship Committee met one time on 6[th] May, 2022 and a necessary quorum was present at the Meetings.

The details of attendance by the Committee Members are as follows:

Name of Member Designation	No. of Meetings
	Held Attended
Mr. M.R. Sivaraman, IAS (Retd.) Chairman	1 1
Mr. V.T. Moorthy Member	1 1
Mr. R. Karthikeyan* Member	1 1
Dr. Jaya Chandra Bhanu Reddy** Member	- -

Resigned with effect from 24th March, 2023.
** Joined as Member on 21[st] April, 2023.

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.

All the requests and complaints received from the shareholders were attended to within the stipulated time and nothing was pending for disposal at the end of the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Corporate Social Responsibility Committee (“CSR Committee”) was reconstituted on 21st April, 2023 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.

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):

Mr. V.T.Moorthy, Chairman
Mr. M.R.Sivaraman, IAS (Retd)
Mrs. R. Rajalakshmi
Mr. Afzal Harunbhai Malkani – joined as Member on 21st April, 2023
Mr. R. Karthikeyan resigned with effect from 24th March, 2023

The Compliance Officer/Company Secretary acts as Secretary to the Committee.

During the year one meeting of the Committee was held on 20[th ] January, 2023 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 2022-23.

GENERAL BODY MEETINGS

Location and time, where last three Annual General Meetings (AGMs) were held:

Year Type Location	Date and Time Details of Special Resolution
2021-22 A.G.M. Meeting was held through Video Conferencing (VC)/ Other Audio visual Means (OAVM) Deemed to be held at the Registered Ofice i.e., Plot No.14, SIPCOT Industrial Complex, Cuddalore – 607 005 2020-21 A.G.M. 2019-20 A.G.M.	26.09.2022/ 12.00 P.M. 1
	28.09.2021/ 11.30 A.M. NIL
	28.09.2020/ 11.30 A.M. 1

Annual General Meeting for the financial year 2022-23:

Date and Time	27thSeptember, 2023; 11.30 A.M. (Wednesday)
Venue	The meeting will be held through Video Conference (VC)/ Other Audio Visual
	Means (OAVM) Deemed to be held at the Registered Ofice, i.e,
	Plot No.14, Industrial Complex,
	Cuddalore – 607 005 TAMIL NADU
Period of Book Closure	21.09.2023 to 27.09.2023 (both days inclusive)

Means of Communication:

Quarterly results – Which newspapers normally published in BUSINESS STANDARD/MAKKAL KURAL (REGIONAL LANGUAGE)	Quarterly results – Which newspapers normally published in BUSINESS STANDARD/MAKKAL KURAL (REGIONAL LANGUAGE)
Any Web site, where displayed Information with regard to Quarterly Unaudited/Annual Audited Results, Shareholding pattern, and Annual Reports can 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 oficial news releases NO
Presentation made to Institutional Investors or to the analysts NO

General Shareholder Information:

A.G.M., Date, Time and Venue	27thSeptember, 2023; 11.30 A.M. (Wednesday) Deemed to be held at the
	Registered Ofice of the Company at -
	14 SIPCOT Industrial Complex,
	CUDDALORE – 607 005, TAMIL NADU
Financial Year	1stApril to 31st March

Dividend Payment Date	Dividend for the year 2022-23 was recommended by the Board of Directors
	at their Meeting held on 21thApril, 2023 subject to the declaration
	of Member at the ensuing Annual General Meeting to be held on
	27thSeptember, 2023. if declared, the final Dividend for the financial year
	2022-23 will be paid on or before 24th October, 2023.
Date of Book Closure	21.09.2023 (Thursday) to 27.09.2023(Wednesday) (both days inclusive).
Name and address Stock Exchange at which the	BSE Limited
Company’s securities are listed	Phiroze Jeejeebhoy Towers
	25th Floor, Dalal Street,
	MUMBAI – 400 001.
Confirmation for the Payment of Annual Listing fee	Listing fee for the financial year 2023-24 has been paid
Stock Code	506854
Registrar to an issue and Share Transfer Agent	Integrated Registry Management Services Private Limited
Corporate Identity Number of the Company	L24117TN1972PLC006271
Credit Rating obtained by the Company	ICRA Limited a credit rating agency has rated ICRA A- (Stable) for Cash credit
	limit of ₹ 25 Crores and ICRA A2+ for Non-Fund Based Limit of ₹ 55 Crores.
	Acuite Rating & Research Limited have also rated ACUITE A-(Stable) for
	Fund Based Limit of ₹ 42 Crores and ACUITE A2+ for Non-Fund Based Limit
	of ₹ 58 Crores.
Outstanding of ADR’s/GDR’s/Warrants or	NIL
Convertible Instrumenbts
Commodity Price Risk or Foreign exchange risk	The Company hedges its Foreign Exchange Risk from time to time in
and hedging activities	accordance with the Hedging Policy approved by the Board.

Market Price Data (High/Low During Each Month In Last Financial Year):

Month	BSE Limited (BSE) Scrip Code: 506854
	High (₹ Ps.) Low (₹ Ps.)
APRIL 2022	660.00 580.15
MAY 2022	604.00 433.50
JUNE 2022	538.95 439.00
JULY 2022	529.70 436.00
AUGUST 2022	585.00 502.25
SEPTEMBER 2022	915.60 553.10
OCTOBER 2022	1,030.00 788.00
NOVEMBER 2022	1,245.00 910.00
DECEMBER 2022	1,098.95 810.00
JANUARY 2023	1,164.90 842.10
FEBRUARY 2023	1,119.60 927.00
MARCH 2023	1,019.30 875.00

Performance in comparison to broad-based indices such as BSE Sensex

Tanfac share price on BSE vis-à-vis BSE Sensex April - March 2023

Month	BSE Sensex	High ₹	Low ₹	Close ₹	No. of shares	Turnover
	Close				traded during
					the month
APRIL 2022	57,060.87	660.00	580.15	598.75	2,75,715	16,78,60,323
MAY 2022	55,566.41	604.00	433.50	475.40	2,36,927	12,11,90,009
JUNE 2022	53,018.94	538.95	439.00	471.65	1,40,108	6,78,82,707
JULY 2022	57,570.25	529.70	436.00	523.00	1,79,265	8,73,89,257
AUGUST 2022	59,537.07	585.00	502.25	571.65	2,30,683	12,48,87,625
SEPTEMBER 2022	58,766.59	915.60	553.10	841.55	6,40,961	49,67,81,168
OCTOBER 2022	57,426.92	1,030.00	788.00	936.10	2,81,664	25,19,76,823
NOVEMBER 2022	60,746.59	1,245.00	910.00	1,045.80	2,64,014	28,18,09,063
DECEMBER 2022	61,121.35	1,098.95	810.00	924.70	72,293	7,08,39,084
JANUARY 2023	63,099.65	1,164.90	842.10	1,081.00	97,367	10,02,80,285
FEBRUARY 2023	60,840.74	1,119.60	927.00	968.75	77,567	8,00,37,048
MARCH 2023	59,549.9	1,019.30	875.00	997.80	69,858	6,57,65,854

Distribution of Shareholding as on 31st March, 2023

Category of shares	No. of Holders	% to Holders	No. of Shares	% to Holders
Upto 500	14,080	96.14	10,17,002	10.20
501 - 1,000	283	1.93	2,18,368	2.19
1,001 - 2,000	145	0.99	2,21,472	2.22
2,001 - 3,000	49	0.33	1,25,114	1.25
3,001 - 4,000	18	0.12	64,281	0.64
4,001 - 5,000	17	0.12	80,380	0.81
5,001 - 10,000	25	0.17	1,79,277	1.80
Above 10,001	28	0.19	80,69,106	80.89
Total	14,645	100.00	99,75,000	100.00
No. of shareholders inphysical mode	3,361	22.95	2,72,487	2.73
No. of shareholders in electronic mode	11,284	77.05	97,02,513	97.27
Total	14,645	100.00	99,75,000	100.00

Categories of Shareholding as on 31st March, 2023

CATEGORY	2023	2022
	No. of Shares Held % age of shareholding	No. of Shares Held % age of Shareholding
PROMOTERS/PROMOTERS GROUP	51,68,081 51.81	50,84,802 50.98
UTI AND MUTUAL FUNDS	5,550 0.06	5,550 0.06
BANKS, FINANCIAL INSTITUTIONS AND INSURANCE COMPANIES	700 0.01	700 0.01
NON-RESIDENT INDIANS (NRIs/OCBs)	63,906 0.64	77290 0.77

CATEGORY	2023	2022
	No. of Shares Held % age of shareholding	No. of Shares Held % age of Shareholding
CORPORATES	20,71,680 20.77	19,20,130 19.25
CLEARING MEMBER	1,870 0.02	7,217 0.07
RESIDENT INDIVIDUALS	22,18,385 25.06	25,00,031 25.06
TRUST	100 0.00	100 0.00
LIMITED LIABILITY PARTNERSHIP	26,500 0.27	32,500 0.33
IEPF	3,43,880 3.45	3,46,680 3.48
ALTERNATIVE INVESTMENT FUND	- -	- -
TOTAL	99,75,000 100.00	99,75,000 100.00

DEMATERIALISATION OF SHARES AND LIQUIDITY:

As on 31st March, 2023, 97,02,513 Equity Shares, against subscribed fully paid equity shares of 99,75,000, were converted from the physical to electronic form. Over 97.27% of the outstanding equity shares have been dematerialised up to 31st March, 2023.

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 the choice to open an account with Depository Participants of either of the Depositories by quoting the Company’s ISIN No. INE639B01015 .

Plant location 14 SIPCOT Industrial Complex , CUDDALORE – 607 002, TAMIL NADU Address for Integrated Registry Management Services Private Limited correspondence “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 Email Id: [email protected].

Regarding non - receipt of payment of declared dividend may be addressed to our Secretarial Department at our Registered Office at –

14, SIPCOT Industrial Complex, Cuddalore – 607 005, Tamilnadu, Tel: +91-4142-239001 to 239005 Or Mail to – [email protected].

Reconciliation of Share Capital

As stipulated by SEBI, a qualified Practising Company Secretary carries out audit of Reconciliation of Share Capital to reconcile the total admitted, issued and listed capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and Stock Exchanges.

OTHER DISCLOSURE:

Disclosure on materially significant related party transactions that may have potential conflict with the interest of the Company at large.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis.

None of the transactions with any of the related parties were in conflict with the interest of the Company during the year.

Details of non-compliance by the Company, penalties, strictures imposed by stock exchanges/SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

None

100

Details of establishment of vigil mechanism, whistleblower policy and affirmation that no personnel has been denied access to the Audit Committee.

The Company has a Group’s Whistle Blower Policy to articulate the Group’s point of view on whistleblowing,

And the objective is to strengthen the whistleblowing mechanism.

The objectives of the policy are:

To provide a platform and mechanism for the employees and Directors to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal:

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 Company and any suspected violation of the Group Values. 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 has been denied access to the Audit Committee.

Details of compliance with mandatory requirements and adoption of the non-mandatory requirements.

The Company has complied with all the mandatory requirements as per SEBI (LODR) Regulations, 2015 read with the listing agreement.

The Company has also adopted the following non-mandatory requirements:

(a) Auditor’s Report does not contain any qualifications;

(b)The Internal Auditors report directly to the Audit Committee. Not Applicable

Weblink where policy on determining “material’ subsidiaries is disclosed.

Weblink where policy on dealing with related party Policy on dealing with related party transactions is available in transactions Company’s website at: http://www.tanfac.com/documents/policy_Materiality_Of_ Related_Party_Transactions.pdf Total fees for all services paid to the Statutory Auditor of the The Audit Committee approved the fee for other services rendered Company for the financial year 2022-23. by the Statutory Auditors other than the Statutory Audit.

Total fees for all services paid to the Statutory Auditor of the Company for the financial year 2022-23.

Total Remuneration applicable for the Statutory Auditors for the year 2022-23 amounts to ₹ 15 lakhs.

Disclosure of commodity price risks and commodity hedging The Company hedges its Foreign Exchange Risk from time to activities time in accordance with the Hedging Policy approved by the Board. Disclosure as required under section 22 of the sexual There were no Complaints filed or disposed of during the year harassment of Women at the Workplace (Prevention, and no complaints were pending as on the end of the Financial Prohibition and Redressal) Act, 2013. year.

The Company hedges its Foreign Exchange Risk from time to time in accordance with the Hedging Policy approved by the Board.

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 Chairperson of the Company is nominated by TIDCO as per Joint Venture Agreement and performs his/her duty at their office. Hence no separate Chairperson’s office is maintained at your Company.

101

SHAREHOLDERS’ RIGHTS:

The Company’s quarterly and half-yearly results are published in the English and vernacular newspapers and the results are also uploaded on Company’s website www.tanfac.com. As per the SEBI (LODR) Regulations, 2015 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 a 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 opinions in the Auditors’ Report on the accounts for the financial year 2022-23.

SEPARATE POSTS OF CHAIRPERSON AND MD/CEO

Mrs. Mariam Pallavi Baldev was appointed as Non-Executive Non-Independent Director & also Chairperson of the Board with effect from 23rd August, 2022. Mr. K. Sendhil Naathan was re-appointed as Managing Director of the Company on 17[th] August, 2023 for a term of 18 months from 27[th] August, 2023 subject to confirmation by the members at the ensuing Annual General Meeting.

REPORTING OF INTERNAL AUDITOR:

The Internal Auditor of the Company directly reports to the Audit Committee on functional matters.

CERTIFICATE FROM PRACTISING COMPANY SECRETARY CONFIRMING DIRECTORS ARE NOT DEBARRED/ DISQUALIFIED

A Certificate from a Company Secretary in Practice has been obtained confirming that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such Statutory Authority.

PARTICULARS OF LOANS AND ADVANCES TO THE RELATED ENTITIES:

There are no loans and advances were given to the firm/companies in which directors are interested.

Disclosure as per regulation 34(2) under Schedule V of SEBI (LODR) Regulations, 2015 read with the listing agreement.

Sl. No.	Disclosure of loans/advances/ investments	As at 31st March, 2023 (₹)	Maximum amount
	outstanding during the year		during 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/	Not Applicable	Not Applicable
	companies in which Directors of the Company are
	interested
4.	Investments by the loanee in the shares of parent	NIL	NIL
	Company and Subsidiary Company, when the Company
	has made a loan or advance in the nature of loan.

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 the code of conduct have been posted on the Company’s website www.tanfac.com.

The Board and the senior management have affirmed compliance with the code as on 31st March, 2023.

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 the 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 on 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 the listing agreement is available in this annual report.

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, 2023, as applicable to them

Date: 17[th] July, 2023

K. Sendhil Naathan Managing director

102

103

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. We have reviewed financial statements and the cash flow statement for the financial year ended 31st March, 2023 and that to the best of our 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. We 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. We 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 Managing Director

Date: 17[th] July, 2023

N. R. Ravichandran Chief Financial Officer

INDEPENDENT AUDITOR’S REPORT 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 31,2023, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’).

Management’s Responsibility

The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditor’s Responsibility

Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance stipulated in the Listing regulations as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the 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 conducted our examination of the Corporate Governance Report in accordance with the Guidance

Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ‘ICAI’), and 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.

Opinion

Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V to the Listing Regulations during the year ended March 31, 2023.
We 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.

Restriction on use

This Report is addressed to and provided to the members of the Company pursuant to requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”). Our certificate should not be used for any other person or for any other purpose. Accordingly we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

104

For Singhi & Co. Chartered Accountants Firm Registration No: 302049E

Place: Mumbai Date:

Sudesh Choraria

Partner Membership No. 204936 UDIN: 23204936BGYIUX8749

105

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FINANCIAL STATEMENTS

Independent Auditor’s Report ................................................................................... 106 Statements of Balance Sheet ......................................................................................114 Statements of Profit and Loss .................................................................................... 115 Statements of Cash Flow ..............................................................................................116 Statement Of Changes in Equity .................................................................................118 Notes Forming part of the Financial Statements ................................................... 120

Independent Auditor’s Report To The Members of Tanfac Industries Limited

106

Report on the Audit of the Financial Statements

OPINION

We have audited the accompanying financial statements of Tanfac Industries Limited (“the Company”), which comprise the Balance Sheet as at 31[st] March, 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act 2013 (“The Act” or “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31[st] March, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31[st] March, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, we have determined that there is no key audit matter to be communicated in our report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

comprises the information included in the Annual report, but does not include the financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the applicable laws and regulations.

RESPONSIBILITIES OF MANAGEMENT FOR THE FINANCIAL STATEMENTS

The Company’s management and Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with [the Companies (Indian Accounting Standards) Rules, 2015, as amended]. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company’s financial reporting process.

The Company’s management and Board of Directors is responsible for the other information. The other information

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating 107 the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the financial year ended 31[st] March, 2023 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor’s Report) Order, 2020, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, (hereinafter referred to as the “Order”), we give in the “Annexure A” statement on the matters specified in paragraphs 3 and 4 of the Order.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B ” to this report;
(g) With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 28.4 to the financial statements;
ii. The Company has accounted for material foreseeable losses, if any, for long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.
iv. a) The management has represented that, to the best of it's knowledge and belief, other than as disclosed in the notes to the accounts, if any, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with

the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented, that, to the best of it's knowledge and belief, other than as disclosed in the notes to the accounts, if any, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.
(i) The dividend declared or paid during the year as well as the dividend proposed (which is subject to members approval at the ensuing Annual General Meeting) by the Company are in compliance with Section 123 of the Act.
(j) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 1[st] April , 2023, reporting under this clause is not applicable.

108

For Singhi & Co. Chartered Accountants Firm Registration No: 302049E

Date: 21[st] April, 2023 Place: Mumbai

Sudesh Choraria

Partner

Membership No: 204936 UDIN: 23204936BGYIRO1598

109

Annexure – A to the Independent Auditor’s Report

(Referred to in paragraph 1 of the Independent Auditors’ Report of even date to the members of TANFAC INDUSTRIES LIMITED on the financial Statements as of and for the year ended 31[st] March, 2023)

We report that:

i. In respect of its Property Plant and Equipment and Intangible Assets:
a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of its property, plant and equipment.

no material discrepancies were noticed on such physical verification.

     - b) Based on our examination of the books of accounts of the Company, with respect to the sanctioned working capital limits availed from banks or financial institutions, the Quarterly return/statements have been regularly submitted by the Company and no material discrepancies were noticed.

  - (B) The Company has maintained proper records showing full particulars of intangible assets.

b) The Company has a regular program of physical verification of its property, plant and equipment by which all such assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain property, plant and equipment were physically verified by the Management. In our opinion, and according to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and on the basis of our examination, title deeds of the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in schedule of Property, Plant and Equipment to the financial statements, are held in the name of the Company.
d) The Company has not revalued its property, plant and equipment (including right of use assets) and intangible assets during the year. Therefore, the provisions of clause 3(i)(d) of the Order are not applicable to the Company.
e) According to information and explanations given by the management, no proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. Therefore, provisions of clause 3(1)(e) of the Order are not applicable to the Company
ii. In respect of its Inventories:
a) As per information and explanations provided to us, physical verification has been conducted by the management at reasonable intervals during the year in respect of inventory of raw materials, work in progress, finished goods and by products and
iii. According to the information and explanations provided to us, the Company has not made investments in, provided guarantee or security or granted loans or advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnership or any other parties during the year. Therefore, the provisions of clause 3(iii) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us and records examined by us, Company has not given any loan, made investments or given Guarantee and Securities and covered under Section 185/186. Therefore, the provisions of clause 3(iv) of the Order are not applicable to the Company.
v. According to the information and explanations given to us, the Company has not accepted any deposits from the public or amount which are deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) rules 2014 (as amended).
vi. We have broadly reviewed the books of account maintained by the Company in respect of products for which maintenance of prescribed cost records is mandated by Government of India U/S 148 (1) of the Act and are of the opinion that, prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of these records with a view to determine whether they are accurate or complete.
vii. According to the information and explanations given to us and the records of the Company examined by us:
a) The Company has been generally regular in depositing amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues, including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues, as applicable. There was no material undisputed outstanding statutory dues as at the year end, for a period of more than six months from the date they became payable.
b) There are no dues of Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

Name of the Statute	Nature of the dispute	Period to	Forum where	Amount Unpaid/
		which the	Dispute is Pending	(refund)
		amount		₹ in lakhs
		relates
TNGST Act, 1959	Levy of sales tax from	1989-90 &	Appeal before Tamil	52.77
	sales afected through Pondicherry	1990-91	Nadu Sales Tax
			Appellate Tribunal
Custom Act, 1962	Dutyon fluorspar shipment shortage	1998-99	Customs Oficer	10.79
Income Tax Act, 1961	Replacement of equipment claimed	2002-03	Income Tax Appellate	85.39
	as revenue expenditure, reclassified by Dept. as capital expenditure [tax demanded] (IncludingInterest)		Tribunal
Central Sales Tax	Appeal Against Assessment Orders	FY 2014-15 to	Appellate Deputy	246.86
	for shortfall of Form C	2017-18	Commissioner CT
Finance Act, 1994	Service Tax on Lease Rent	2001-02 to	Additional	12.30
(Service Tax)		2004-05	Commissioner
			of Central Excise,
			Puducherry
Finance Act, 1994	Reversal of ITC on sales to SEZ in	2012-13	Hon’ble High Court of	1.51
(Service Tax)	other state		Madras

viii. According to the information and explanation given to us, there were no transactions which have not been recorded in the books of account, which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year. Therefore, provisions of clause 3(viii) of the Order are not applicable to the Company.
ix. In respect of its Borrowings:

are not applicable to the Company.

  - x.         a)  According to the information and explanations given to us and based on our examination of the records of the Company, the Company did not raise any money by way of initial. public offer or further public offer (including debt instruments) during the year. Thus, the. provisions of clause 3(x)(a) of the order are not applicable to the Company.

a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to any financial institution, bank, Government or debenture holders.
b) Basis of the information and explanation provided to us, the Company has not been declared a wilful
110 defaulter by any bank or financial institution or other lender.
c) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has availed loans from banks and financial institutions. The amount of loan was applied for the purpose for which the loan was obtained. Further the Company has not availed any loans from Government or has not issued any debenture during the year.
d) Based on the information and explanation given to us, and the books of account examined by us, short term funds raised during the year have not been utilized for long term purposes.
- b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Therefore, the provisions of clause 3(x)(b) of the Order are not applicable to the Company.
xi. a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor have we been informed of any such case by the management.
- b) We have not come across any instance of fraud, therefore report under sub-section 12 of section 143 of the Companies Act, 2013 is not required to be filed by us in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.
e) The Company does not have any subsidiaries, joint ventures or associate companies. Therefore, provisions of clause 3(ix)(e) and 3(ix)(f) of the Order
c) As reported to us by the management, there are no whistle-blower complaints received by the Company during the year.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has entered into transactions with related parties in compliance with the provisions of sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under the Indian Accounting Standards (Ind AS) 24, Related Party Disclosures specified under section 133 of the Act, read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended).
xiv. In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business; We have considered internal audit reports of the Company issued till date for the period under audit.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi. a) The Company is not required to be registered under section 45-IA of the Reserve Bank of. India Act 1934. Accordingly, paragraph 3 (xvi)(a) of the Order is not applicable to the Company.
b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Therefore, the provisions of clause 3(xvi)(b) of the Order are not applicable to the Company;
c) In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provisions of clause 3(xvi)(c) of the Order are not applicable to the Company;
d) According to the representations given by the management, the Group does not have any CIC. Therefore, the provisions of clause 3(xvi)(d) of the Order are not applicable to the Company;
xvii. The Company has not incurred cash losses in the financial 111 year and in the immediately preceding financial year. Therefore, the provisions of clause 3(xvii) of the Order are not applicable to the Company.
xviii. There has been no resignation of statutory auditors during the year. However, during the previous financial year, the existing statutory auditors of the Company had rotated out on completion of their term. We had taken into consideration the issue, objections or concern raised, if any, by the out-going auditors.
xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. In respect of Corporate Social Responsibility Expenditure:
a) According to the information and explanations given to us and based on our examination of the records of the Company, in respect of CSR Expenditure other than ongoing CSR projects, there were no amount remaining unspent u/s 135 (5) of the Companies Act, 2013. Hence no amount was required to be transferred to a Fund specified in Schedule VII to the Companies Act, 2013.
b) According to the information and explanations given to us and based on our examination of the records of the Company, there were no amount remaining unspent u/s 135 (5) of the Companies Act pursuant to any ongoing CSR project. Therefore, no amount was required to be transferred to a special account in compliance with provision of sub section (6) of section 135 of the said Act, 2013

For Singhi & Co. Chartered Accountants Firm Registration No: 302049E

Sudesh Choraria

Partner Membership No: 204936 UDIN: 23204936BGYIRO1598

Date: 21[st] April, 2023 Place: Mumbai

Annexure - B to the Independent Auditor’s Report

(Referred to in paragraph 2 (f) of the Independent Auditors’ Report of even date to the members of TANFAC INDUSTRIES LIMITED on the financial Statements as of and for the year ended 31[st] March, 2023)

112

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (‘THE ACT’)

We have audited the internal financial controls over financial reporting of Tanfac Industries Limited (‘the Company’) as of 31[st] March, 2023 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Company's internal financial control over financial reporting is 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. A Company's internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations’ of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL

REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

113

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31[st] March, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Singhi & Co. Chartered Accountants Firm Registration No: 302049E

Date: 21[st] April, 2023 Place: Mumbai

Sudesh Choraria Partner Membership No: 204936 UDIN: 23204936BGYIRO1598

114

Statement of Balance Sheet

as at 31st March 2023

as at 31st March 2023
			(₹ in Lakhs)
Particulars	Note	As at 31stMarch, 2023	As at 31st March, 2022
ASSETS
1) Non-Current Assets
a)Property,Plant and Equipment	2	5,471.04	3,998.46
b)Capital Work in Progress	2	593.03	1,218.55
c)Financial Assets
i)Investments	3	141.93	137.56
ii)Other Financial Assets	4	13.09	6.56
d)Other Non-Current Assets	5	82.55	78.63
Total Non-Current Assets(A)		6,301.64	5,439.76
2) Current Assets
a)Inventories	6	5,292.90	4,163.23
b)Financial Assets
i)Investments	7	6,562.37	4,057.96
ii)Trade Receivables	8	5,077.85	2,491.90
iii)Cash & Cash Equivalents	9	389.73	692.33
iv)Bank balances other than(iii)above	9	878.27	632.41
v)Loans & Advances	10	-	-
vi)Other Financial Assets	10	0.75	0.75
c)Current Tax Assets	11	68.47	138.97
d)Other Current Assets	11	608.93	615.17
Total Current Assets(B)		18,879.27	12,792.72
Total Assets(A+B)		25,180.91	18,232.48
EQUITY & LIABILITIES
Equity
a)EquityShare Capital	12	997.50	997.50
b)Other Equity	13	17,429.96	12,371.82
Total Equity (C)		18,427.46	13,369.32
Liabilities
1) Non-Current Liabilities
a)Financial Liabilities		-	-
b)Provisions	14	110.38	61.20
c)Deferred Tax Liability (net)		317.40	318.94
Total Non-Current Liabilities(D)		427.78	380.14
2) Current Liabilities
a)Financial Liabilities
i)Borrowings	15	-	-
ii)Trade Payables	16
- OutstandingDues of Micro and Small Enterprises		183.38	27.22
- OutstandingDues of Creditors other than Micro and Small Enterprses		4,455.85	3,463.44
b)Other Current Liabilities	17	553.65	148.97
c)Provisions	18	1,026.94	833.36
d)Current Tax Liabilities(Net)	18	105.85	10.03
Total Current Liabilities(E)		6,325.67	4,483.02
TOTAL EQUITY AND LIABILITIES(C+D+E)		25,180.91	18,232.48
Significant AccountingPolicies,KeyAccountingEstimates and Judgements.	1
The accompanyingNotes are an integralpart of the Financial Statements.

As per our report of even date attached For Singhi & Co., Chartered Accountants Firm Registration No.: 302049E

For and on behalf of the Board of Directors of TANFAC Industries Limited CIN: L24117TN1972PLC006271

Sudesh Choraria

Partner Membership No.: 204936

N.R.Ravichandran Chief Financial Officer

Afzal Harunbhai Malkani

M.R.Sivaraman Director Director DIN: 07194226 DIN: 00020075

Place: Cuddalore Date: 21st April, 2023

H.Narayana Rao Company Secretary

K.Sendhil Naathan Managing Director DIN: 08850046

115

Statement of Profit and Loss

For the year ended 31st March, 2023

			(₹ in Lakhs)
Particulars	Note	31st March, 2023	31st March, 2022
INCOME
Revenue from Operations	19	37,494.81	32,017.20
Other Income	20	792.17	340.43
Total Income (A)		38,286.98	32,357.63
EXPENDITURE
Cost of Materials Consumed	21	22,880.95	17,621.97
Changes in inventories of Finished goods, Stock in Trade and Work in	22	(206.07)	(171.91)
Progress
Employee Benefit Expenses	23	1,629.84	1,286.97
Finance cost	24	88.43	102.03
Depreciation/Amortization and Impairment Expenses	2	633.27	559.95
Power and Fuel	25	1,603.94	1,973.19
Other Expenses	26	4,110.38	3,790.78
Total Expenses (B)		30,740.74	25,162.98
Profit Before Tax (C = A-B)		7,546.24	7,194.65
Tax Expense
i) Current Tax		1,935.82	1,881.46
ii) Deferred Tax		(2.55)	(75.89)
iii) MAT Credit Entitlement/Refund		-	60.70
iv) Income Tax paid/(reversed) for earlier years		-	-
Profit for the Year (D)		5,612.97	5,328.38
Other Comprehensive Income (OCI)
(i) Items that will not be reclassified to Profit or Loss	27	(8.40)	88.72
(ii) Income tax relating to items that will not be reclassified to Profit		2.20	(22.23)
or loss
(iii) Items that will be reclassified subsequently to profit or loss		-	-
(iv) Income tax relating to items that will be reclassified to Profit or loss		-	-
Other Comprehensive Income for the Year (E)		(6.20)	66.49
Total Comprehensive Income for the year (D+E)		5,606.77	5,394.87
Earnings per Share (Face Value of ₹ 10 each fully paid up)
- Basic		56.27	53.42
- Diluted		56.27	53.42
Significant Accounting Policies, Key Accounting Estimates and	1
Judgements.
The accompanying Notes are an integral part of the Financial
Statements.

As per our report of even date attached For Singhi & Co., Chartered Accountants Firm Registration No.: 302049E

For and on behalf of the Board of Directors of TANFAC Industries Limited CIN: L24117TN1972PLC006271

Sudesh Choraria

Partner Membership No.: 204936

N.R.Ravichandran

Chief Financial Officer

Afzal Harunbhai Malkani M.R.Sivaraman Director Director DIN: 07194226 DIN: 00020075

Place: Cuddalore Date: 21st April, 2023

H.Narayana Rao Company Secretary

K.Sendhil Naathan Managing Director DIN: 08850046

116

Statement of Cash Flow

For the year ended 31st March, 2023

For the year ended 31st March, 2023
	(₹ in Lakhs)
S.No Particulars 2022-23	2021-22
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax Including Other Comprehensive Income 7,537.84	7,283.37
Adjustments for:
Depreciation & Amortisation of Expenses 633.27	559.95
Finance Cost 88.43	102.03
Provision for Taxation -	-
Provision for Liabilities no longer required written back (20.41)	(108.39)
Loss/(Profit) on Sale of Fixed Assets 0.70	(17.08)
Loss/(Profit) on Fair Valuation of Investment (54.41)	(24.30)
Loss/(Profit) on Sale of Investment (186.88)	(99.70)
Interest & Dividend Income (30.59)	(7.88)
Exchange Rate Fluctuations (Net) (23.49)	(15.71)
Provision for Inventories 16.04	-
Operating Profit before Working Capital changes 7,960.50	7,672.29
Adjustments for:
Trade and Other Receivables (2,524.04)	(981.85)
Inventories (1,145.71)	(1,692.77)
Trade Payable and Provisions 1,725.88	1,270.57
(1,943.87)	(1,404.05)
Cash Generated From/(Used in) Operations 6,016.63	6,268.24
Direct Taxes (Payment)/Refund (net) (1,722.76)	(1,875.00)
(1,722.76)	(1,875.00)
Net Cash Generated From/(Used in) Operating Activities 4,293.87	4,393.24
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property Plant & Equipment (Note-II below) (1,491.08)	(1,532.56)
Sale of Fixed Assets 10.05	69.20
Purchase of Investments (13,678.47)	(9,250.03)
Sale of Investments 11,415.36	7,453.03
Investment In Mutual Funds/Bank Fixed Deposits (245.85)	(235.39)
Interest and Dividend Income 30.59	7.88
Net Cash flow From/(Used in) Investing Activities (3,959.41)	(3,487.87)
C. CASH FLOW FROM FINANCING ACTIVITIES
Buyer's credit/ICD -	-
Short term loan availed/(Repaid) -	-
Redemption of Preference Shares -	-
Amortized Cost on Redeemable NC Preference Shares -	-
Finance Cost (88.43)	(102.03)
Dividend/Interim Dividend Paid (548.63)	(349.13)
Net Cash flow From/(Used in) financing Activities (637.06)	(451.16)
Net Increase/(Decrease) in Cash and Cash Equivalents (302.60)	454.21
Cash & Cash Equivalents at the Beginning of the year (Note 9) 692.33	238.12
Cash & Cash Equivalents at the End of the year (Note 9) 389.73	692.33
(302.60)	454.21
Significant Accounting Policies - Note 1
The accompanying notes are an intergral part of the financial statements

117

Note I The Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in Indian Accounting Standard (Ind AS 7) - Statement of Cash Flows, as prescribed under the Companies Act (Indian Accounting Standard) Rules, 2015.

Note II Purchase of Property, Plant and Equipment includes movements of Capital Work-in-Progress (including Capital Advances) and Capital Expenditure Creditors during the year.

As per our report of even date attached For Singhi & Co., Chartered Accountants Firm Registration No.: 302049E

For and on behalf of the Board of Directors of TANFAC Industries Limited CIN: L24117TN1972PLC006271

Sudesh Choraria

N.R.Ravichandran

Afzal Harunbhai Malkani

M.R.Sivaraman

Partner Chief Financial Officer Director Membership No.: 204936 DIN: 07194226 Place: Cuddalore H.Narayana Rao K.Sendhil Naathan Date: 21st April, 2023 Company Secretary Managing Director DIN: 08850046

Director Director DIN: 07194226 DIN: 00020075

118

Statement Of Changes in Equity

For the year ended 31[st ] March, 2023

A) EQUITY SHARE CAPITAL

A) EQUITY SHARE CAPITAL
			(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at	31st March, 2022
Balance at the beginningof the reporting year	997.50		997.50
Changes in Equity Share capital due to prior period errors	-		-
Restated Balance at the beginning of the current reporting period	-		-
Changes in Equity Share capital during the year	-		-
Balance at the end of the reporting year	997.50		997.50

B) OTHER EQUITY

B) OTHER EQUITY
	(₹ in Lakhs)
Particulars General Reserve	Retained Earnings Securities premium Capital Redemption Reserve Capital Reserve Equity Instruments through OCI Total
Balance as at 1stApril, 2022 (I) 3,324.96	8,421.71 2.18 500.00 30.46 92.51 12,371.82
Profit for the year -	5,612.97 - - - - 5,612.97
Trasnferred to Capital Redemption Reserve -	- - - - - -
Other Comprehensive Income for the year (net of Income tax) * -	(10.57) - - - 4.37 (6.20)
Total Comprehensive income for the year (2022-23) (II) -	5,602.40 - - - 4.37 5,606.77
Less: Dividend Paid On Equity Shares -	(548.63) - - - - (548.63)
Balance as at 31st March, 2023 (III) = I+II 3,324.96	13,475.49 2.18 500.00 30.46 96.87 17,429.96
C) OTHER EQUITY	(₹ in Lakhs)
Particulars General Reserve	Retained Earnings Securities premium Capital Redemption Reserve Capital Reserve Equity Instruments through OCI Total
Balance as at 1stApril, 2021 (I) 3,324.96	3,380.19 2.18 500.00 30.46 88.28 7,326.07
Profit for the year -	5,328.38 - - - - 5,328.38
Transferred to Capital Redemption Reserve -	- - - - - -
Other Comprehensive Income for the year (net of Income tax) * -	62.27 - - - 4.23 66.50

119

C) OTHER EQUITY (Contd.)

C) OTHER EQUITY (Contd.)
	(₹ in Lakhs)
Particulars General Reserve Retained Earnings Securities premium Capital Redemption Reserve Capital Reserve	Equity Instruments through OCI Total
Total Comprehensive income for the year (2021-22) (II) - 5,390.65 - - -	4.23 5,394.88
Less: Dividend Paid On Equity Shares - (349.13) - - -	- (349.13)
Balance as at 31st March, 2022 (III) = I+II 3,324.96 8,421.72 2.18 500.00 30.46	92.51 12,371.83

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 of even date attached For Singhi & Co., Chartered Accountants Firm Registration No.: 302049E

For and on behalf of the Board of Directors of TANFAC Industries Limited CIN: L24117TN1972PLC006271

Sudesh Choraria

N.R.Ravichandran

Partner Chief Financial Officer Membership No.: 204936

Afzal Harunbhai Malkani

M.R.Sivaraman

Director Director DIN: 07194226 DIN: 00020075

Place: Cuddalore Date: 21st April, 2023

H.Narayana Rao Company Secretary

K.Sendhil Naathan Managing Director DIN: 08850046

120

Notes Forming part of the Financial Statements For the Period Ended 31[st] March, 2023

CORPORATE INFORMATION

Tanfac Industries Limited is a joint venture Company promoted by Anupam Rasayan India Limited (previously by 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 POLICIES

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 21[st] April, 2023.

b. Basis for Preparation and Presentation of Financial Statements:

Basis of Preparation:

The financial statements have been prepared on a 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

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.

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The Company has used the following useful lives of the property, plant and equipment to provide depreciation. 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) Ofice Equipment	4-7 Year
4) Furniture & Fixture	7-12 Year
5) Company Vehicles (Other Than those provided to Emplyoees)	3 Year
6) Motor Cars given to Employees as per the Company's Scheme Policy	5-12 Year
7) Server & Networks	4-5 Year
8) Stores and Spares in the Nature of PPE	3 Year
9) Assets individually costing less than or equal to ₹ 5000 each	Fully Depreciated in 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.

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 cashgenerating 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

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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 cashgenerating unit) in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss, 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.

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.

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 on 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.

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.

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.

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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.

Revenue is recognized upon transfer of control of promised products to customers. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation, in accordance with Ind AS115 “ Revenue from contract with customers”. Amounts disclosed as revenue are net of sales returns and allowances, trade discounts and Goods and service tax.

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.

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.

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 postemployment 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:

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.

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

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tax regulations are subject to interpretation and established provisions, where appropriate.

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

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 nonmonetary 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

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 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.

risks and rewards of ownership of a transferred financial asset, 125 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.

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 increase in credit risk.

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

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 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.

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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.

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:

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 reassessing 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.

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

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.

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

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period. The resulting gain or loss is recognized in statement of profit or loss immediately excluding derivatives designated as cash flow hedge.

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.

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.

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.

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.

Due to the complexities involved in the valuation and its longterm 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 credit worthiness, 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.

NOTE - 1(C) STANDARDS ISSUED BUT NOT YET EFFECTIVE

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 31st March, 2023, MCA notified the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from 1[st] April, 2023, as below:

I. Ind AS 1 - Presentation of Financial Statements - This amendment requires the entities to disclose their material

accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after 1st April, 2023. The Company has evaluated the amendment and the impact of the amendment is insignificant in the standalone financial statements.

II. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a definition of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates.

The effective date for adoption of this amendment is annual periods beginning on or after 1st April, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statements.

III. Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after 1st April, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statement.

128

129

As at 31/03/2023		12.01	25.43	125.14	211.66	79.28	4,845.23	12.41	108.09	18.90	32.89	5,471.04		-	-	-	593.03
As at 31/03/2023		-	14.25	82.32	398.73	128.50	10,552.22	20.33	278.32	78.19	212.18	11,765.04		6.21	52.08	58.29
As at 01/04/2022 Depreciation Deductions		- - -	13.87 0.38 -	79.10 3.22 -	384.43 14.30 -	110.23 18.27 -	10,067.50 524.50 39.78	174.82 10.82 165.31	238.53 39.79 -	73.91 4.28 -	194.47 17.71 -	11,336.86 633.27 205.09		6.21 - -	52.08 - -	58.29 - -
As at 31/03/2023		12.01	39.68	207.46	610.39	207.78	15,397.45	32.74	386.41	97.09	245.07	17,236.08		6.21	52.08	58.29
	Tangible Assets	1 Freehold Land 12.01 - -	2 Leasehold Land 39.68 - -	3 Building- Freehold 207.46 - -	4 Building- Leasehold 548.71 61.68 -	5 Road, Well, Culvert, Fencing etc 149.84 57.94 -	6 Plant & Machinary * 13,542.56 1,896.76 41.87	7 Plant & Machinary-Data Processing Equipments 193.27 13.44 173.97	8 Vehicles & Tanks 327.57 58.84 -	9 Furnitures & Fixtures 80.08 17.01 -	10 Ofice Equipment 234.15 10.92 -	Total 15,335.33 2,116.59 215.84	Intangible Assets	1 Sofware Items 6.21 - -	2 Specialised Sofware 52.08 - -	Total 58.29 - -	Capital Work-in-Progress

130

(₹ in Lakhs)	Sr. No. Description of the Block of Assets GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK As at 01/04/2021 Additions Deductions/ Discarded As at 31/03/2022 As at 01/04/2021 Depreciation Deductions As at 31/03/2022 As at 31/03/2022	Tangible Assets	1 Freehold Land 12.01 - - 12.01 - - - - 12.01	2 Leasehold Land 39.68 - - 39.68 13.49 0.38 - 13.87 25.81	3 Building- Freehold 207.46 - - 207.46 75.88 3.22 - 79.10 128.36	4 Building- Leasehold 544.17 4.54 - 548.71 372.51 11.92 - 384.43 164.28	5 Road, Well, Culvert, Fencing etc 149.84 - - 149.84 100.70 9.53 - 110.23 39.61	6 Plant & Machinary 14,065.98 504.08 1,027.50 13,542.56 10,555.84 487.78 976.13 10,067.49 3,475.07	7 Plant & Machinary-Data Processing Equipments 181.41 11.87 - 193.28 171.44 4.20 0.82 174.82 18.46	8 Vehicles & Tanks 285.34 52.39 10.17 327.56 223.34 24.85 9.66 238.53 89.03	9 Furnitures & Fixtures 75.70 4.38 - 80.08 72.32 1.59 - 73.91 6.17	10 Ofice Equipment 212.22 26.55 4.62 234.15 181.57 16.47 3.56 194.48 39.67	Total 15,773.81 603.81 1,042.29 15,335.33 11,767.09 559.94 990.17 11,336.86 3,998.46	Intangible Assets	1 Sofware Items 6.21 - - 6.21 6.21 - - 6.21 -	2 Specialised Sofware 52.08 - - 52.08 52.08 - - 52.08 -	Total 58.29 - - 58.29 58.29 - - 58.29 -	Capital Work-in-Progress 1,218.55	The title deeds of all the immovable properties(other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company itself.

131

Capital Work in Progress (CWIP) ageing schedule

As at 31st March, 2023

As at 31st March, 2023
					(₹ in Lakhs)
CWIP	Amount in CWIP for a period of				Total
	Less than 1 year 1-2 years		2-3 Years More than 3 years
Projects in progress	434.34 146.08		12.61 -		593.03
Projects temporarily suspended	- -		- -		-
As at 31st March, 2022					(₹ in Lakhs)
CWIP	Amount in CWIP for a period of				Total
	Less than 1 year 1-2 years		2-3 Years More than 3 years
Projects in progress	1,005.06 126.20		87.29 -		1,218.55
Projects temporarily suspended	- -		- -		-
NOTE - 3 NON-CURRENT INVESTMENT (NON TRADED AND UNQUOTED) (Long Term Fully Paid up)
Particulars	Face Value ₹	As at 31st March, 2023		As at 31st March, 2022
		No. of shares (₹ in Lakhs)		No. of shares (₹ in Lakhs)
Investment in Equity Instrument Carried at Fair Value through Other Comprehensive Income (FVTOCI)
	100	16,963 141.93		16,963 137.56
Equity shares of Cuddalore Sipcot Industries Common Utilities Limited
Total		16,963 141.93		16,963 137.56

NOTE - 4 NON-CURRENT - OTHER FINANCIAL ASSETS

		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Security Deposits & Other Deposits	11.11	4.58
Loans & Advances to related parties (Refer Note 28.2)	1.98	1.98
Income Tax Refund Receivables	-	-
	13.09	6.56

NOTE - 5 OTHER NON-CURRENT ASSETS

			(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Input Credit, Statutory/Electricity deposits etc	82.55		78.63
TOTAL	82.55		78.63

132

NOTE - 6 INVENTORIES

NOTE - 6 INVENTORIES
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Raw materials including Packing Materials#	4,136.23	3,082.60
Raw materials including Packing Materials - In transit	220.62	297.18
Finished Goods	487.91	374.94
Finished Goods in Transit	93.10	-
Stores, Spares & Consumables#	295.37	281.04
Coal, Fuel Oil & Other utilities	59.66	127.47
TOTAL	5,292.90	4,163.23

Net of Provision of ₹ 67.39 Lakhs (Previous year ₹ 51.34 Lakhs)
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

NOTE - 7 CURRENT INVESTMENTS
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Unquoted
Investments in various Mutual Funds	6,562.37	4,057.96
(At fair value through Profit & Loss)
TOTAL	6,562.37	4,057.96
Aggregate cost of unquoted investments	6,507.96	4,033.66
Aggregate amount of unquoted investments	6,562.37	4,057.96

NOTE - 8 TRADE RECEIVABLES

NOTE - 8 TRADE RECEIVABLES
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Trade Receivables
Secured, considered good & Undisputed	-	-
Unsecured, considered good & Undisputed	5,077.85	2,491.90
Trade Receivables: which has significant increase in credit risk	-	-
Trade Receivables Credit impaired	15.47	21.22
	5,093.32	2,513.12
Less: Allowance for Bad and Doubtful Debts	(15.47)	(21.22)
TOTAL	5,077.85	2,491.90

(1) For Lien/charge details against trade receivables, Refer Note 28.

133

Trade receivables Ageing Schedule - Based on the requirements of Amended Schedule III

(₹ in Lakhs)

Particulars	Outstanding from due date of payment as on 31st March, 2023
Undisputed	Not Due Upto 6 months 6 months 1 year 1-2 years 2-3 years More than 3 years Total
Considered good	3,745.22 1,332.63 - - - - 5,077.85
Which have significant increase in	- - - - - - -
credit risk
Credit impaired	- - 7.71 0.08 0.02 7.66 15.47
Disputed	- - - - - -
Considered good	- - - - - - -
Which have significant increase in	- - - - - - -
credit risk
Credit impaired	- - - - - - -
Sub Total	3,745.22 1,332.63 7.71 0.08 0.02 7.66 5,093.32
Less: Loss allowance	(15.47)
Total	5,077.85

Trade receivables Ageing Schedule - Based on the requirements of Amended Schedule III

							(₹ in Lakhs)
Particulars		Outstanding	from due date of payment as on 31st			March, 2022
	Not Due	Upto 6	6 months	1-2	2-3	More	Total
		months	1 year	years	years	than
						3 years
Undisputed
Considered good	1,788.80	618.48	84.42	0.20	-	-	2,491.90
Which have significant increase in	-	-	-	-	-	-	-
credit risk
Credit impaired	-	-	13.54	0.02	-	7.66	21.22
Disputed	-	-	-	-	-	-
Considered good	-	-	-	-	-	-	-
Which have significant increase	-	-	-	-	-	-	-
incredit risk
Credit impaired	-	-	-	-	-	-	-
Sub Total	1,788.80	618.48	97.96	0.22	-	7.66	2,513.12
Less: Loss allowance							(21.22)
Total							2,491.90

134

NOTE - 9 CASH AND BANK BALANCES

(₹ in Lakhs)

		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
A. Cash & Cash Equivalent
Balances with Bank
Current Accounts	-	-
Cash Credit Accounts	389.73	692.33
TOTAL (A)	389.73	692.33
B. Other Bank Balance
Unclaimed Dividend	15.96	6.49
Deposit Accounts	862.31	625.92
TOTAL (B)	878.27	632.41
TOTAL (A+B)	1,268.00	1,324.74

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 AND OTHER FINANCIAL ASSETS

(₹ in Lakhs)

Particulars	As at 31stMarch, 2023	As at 31st March, 2022
A) Loans and Advances (Unsecured, Considered Good except
otherwise stated)
Claims Recoverable	-	-
Total Loans and Advances	-	-
B) Other Financial Assets
Security Deposits & Other Deposits	0.75	0.75
Total Other Financial Assets	0.75	0.75

NOTE - 11 OTHER CURRENT ASSETS

(₹ in Lakhs)

Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Unsecured, Considered Good except otherwise stated A) Current Tax Assets Income Tax Refund Receivables Sub Total - A B) Other Current Assets Export Incentives Receivable Advance for Expenses & Purchases of Material Claims Recoverable, VAT Input Credit etc Prepaid Expenses Mark to Market on Currency Forward contracts Others Sub Total - B TOTAL	68.47 68.47 54.18 228.45 115.18 77.94 0.01 133.17 608.93 677.40	138.97 138.97 45.78 210.54 115.18 73.31 14.81 155.55 615.17 754.14

135

NOTE - 12 EQUITY SHARE CAPITAL

NOTE - 12 EQUITY SHARE CAPITAL
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Authorised
2,50,00,000 Equity Shares of ₹ 10/- each	2,500.00	2,500.00
10,00,000 11% Reedeemable Cumulative Preference Shares of ₹ 100	1,000.00	1,000.00
each
Issued, Subscribed and Paid up	3,500.00	3,500.00
99,75,000 Equity shares of ₹ 10/- each fully paid up	997.50	997.50
	997.50	997.50

12.1 The Company has issued only one class of Equity Shares having face value of ₹ 10 each carrying equal rights.Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

12.2 Reconcilation of the No. of Shares outstanding is set out below:

		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
	No. of Shares Amount	No. of Shares Amount
(i) Equity Shares at the beginning of the year	99,75,000 997.50	99,75,000 997.50
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

12.3 Details of the shareholder holding more than 5% shares of the total no of shares issued by the Company Equity:

Company Equity:
		(₹ in Lakhs)
Name of the Shareholder	As at 31st March, 2023	As at 31st March, 2022
	No. of Shares % age of holding	No. of Shares % age of holding
Tamilnadu Industrial Development Corporation Limited	25,95,000 26.02%	25,95,000 26.02%
Anupam Rasayan Limited#	25,73,081 25.80%	24,89,802 24.96%
Kamaljyot Investments Limited	8,30,925 8.33%	8,30,925 8.33%
Anshul Specialty Molecules	7,15,970 7.18%	7,15,970 7.18%

12.4 Disclosure of changes in Shareholding during last 5 financial years:

i) Shares issued for consideration 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

136

12.5 Disclosure of shareholding of promoters

Shares held by promoters at the end of the year

(₹ in Lakhs)

Promoter name As at 31st March, 2023 No. of shares % of total shares % Change during the year	As at 31st March, 2022	As at 31st March, 2022
	No. of shares	% of total shares % Change during the year
Tamilnadu Industrial Development Corporation Limited 25,95,000 26.02% 0.00%	25,95,000	26.02% 0.00%
Anupam Rasayan Limited# 25,73,081 25.80% 0.83%	24,89,802	24.96% 24.96%
Total 51,68,081 51.81% 0.83%	50,84,802	50.98% 0.00%

On 11th March, 2022, M/S Anupam Rasayan India Limited acquired shares of M/S Birla Group Holdings Private Limted, M/S Pilani Investment & Industries Limited and Mr.Askaran agarwala (1,150 shares Person Acting in Concert), totalling 24,89,802 shares vide Share Purchase Agreement dated 1[st] February, 2022 and obtained joint control over the Company along with Tamilnadu Industrial Development Corporation Limited (continuing promoter). M/S Anupam Rasayan India Limited had further acquired 83,279 shares tendered by public during the tendering period of open offer made in compliance with SEBI SAST Regulations.

NOTE - 13 RESERVES AND SURPLUS

		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Capital Reserve (A) i) State Capital Subsidy from SIPCOT ii) Profit on sale of Forfeited Shares TOTAL Securities Premium Reserve (B) General Reserve (C) Opening balance TOTAL Capital Redemption Reserve (D) Retained Earnings (E) Opening balance Add: Net profit for the year Less: Dividend Distributed (including Interim Dividend) TOTAL Total (A+B+C+D+E)	30.00 0.46 30.46 2.18 3,324.96 3,324.96 500.00 8,514.22 5,606.77 (548.63) 13,572.36 17,429.96	30.00 0.46 30.46 2.18 3,324.96 3,324.96 500.00 3,468.47 5,394.87 (349.13) 8,514.22 12,371.82

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.
d) Capital Redemption Reserve: Created out of profit upon redemption of 500,000 11% Redeemable Cummulative NonConvertible Preference Shares of ₹ 100/- each. It can be used to issue bonus shares or reduced or cancelled by means of reduction of Capital.

137

NOTE - 14 NON-CURRENT PROVISIONS

NOTE - 14 NON-CURRENT PROVISIONS
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Employee Benefits
Leave Encashment	110.38	61.20
TOTAL	110.38	61.20

NOTE - 15 CURRENT BORROWINGS

NOTE - 15 CURRENT BORROWINGS
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
SECURED LOANS
Working Capital Borrowing
Bank	-	-
TOTAL	-	-

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.

15.2 The Company has not utilized the sanctioned limit as determined by the drawing power at any time during the year.

NOTE - 16 TRADE PAYABLES

NOTE - 16 TRADE PAYABLES
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Trade Payables
Outstanding Dues of Micro and Small Enterprises	183.38	27.22
Outstanding Dues of Creditors other than Micro and Small Enterprises	4,455.85	3,463.44
TOTAL	4,639.23	3,490.66

Disclosure under Sec. 22 of MSMED Act, 2006

(Chapter V - Delayed Payment to Micro and Small Enterprises)

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

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:

the Company. The required disclosures are given below:
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
The principal amount remaining unpaid to any supplier as at the end	183.38	27.22
of each accounting year;
The interest due thereon remaining unpaid to any supplier as at the	-	-
end of each accounting year;
The amount of interest paid by the buyer under MSMED Act, 2006;	-	-

138

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)

Particulars	As at 31stMarch, 2023	As at 31st March, 2022
The amount of interest due and payable for the period of delay in	-	-
making payment (which has been paid but beyond the appointed
day during the year) but without adding the interest specified under
the MSMED Act, 2006);
The amount of interest accrued and remaining unpaid at the end of	-	-
accounting year; and
The amount of further interest due and payable even in the	-	-
succeeding year, until such date when the interest dues as above are
actually paid to the small enterprise, for the purpose of disallowance
as a deductible expenditure under section 23.

The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

Trade Payables Ageing Schedule

(₹ in Lakhs)

Particulars	Outstanding as on 31st March, 2023 from due date of payment	Outstanding as on 31st March, 2023 from due date of payment
	Unbilled & Not Due	Not Due Upto 1 Year 1-2 Years 2-3 Years More than 3 Years Total
Total outstanding dues of micro enterprises and small enterprises	-	183.38 - - - - 183.38
Total outstanding dues of creditors other than micro enterprises and small enterprises	-	24.77 4,351.71 66.37 1.55 11.45 4,455.85
Disputed dues of micro enterprises and small enterprises	-	- - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises	-	- - - - - -
Total	-	208.15 4,351.71 66.37 1.55 11.45 4,639.23

(₹ in Lakhs)

	(₹ in Lakhs)	(₹ in Lakhs)
Particulars	Outstanding as on 31st March, 2022 from due date of payment
	Unbilled & Not Due	Not Due Upto 1 Year 1-2 Years 2-3 Years More than 3 Years Total
Total outstanding dues of micro enterprises and small enterprises	-	27.22 - - - - 27.22
Total outstanding dues of creditors other than micro enterprises and small enterprises	-	214.59 3,193.99 17.74 15.57 21.55 3,463.44
Disputed dues of micro enterprises and small enterprises	-	- - - - -
Disputed dues of creditors other than micro enterprises and small enterprises	-	- - - - -
Total	-	241.81 3,193.99 17.74 15.57 21.55 3,490.66

139

NOTE - 17 OTHER CURRENT LIABILITIES

(₹ in Lakhs)

		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Advance from Customers	122.59	46.55
Unclaimed Dividend	15.96	6.49
Other Payables
Statutory Dues	402.79	43.34
Security Deposits	10.75	6.25
Payables pertaining to employees	0.52	0.35
Creditors for Fixed Assets	1.04	45.99
TOTAL	553.65	148.97

NOTE - 18 CURRENT PROVISIONS

		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
i) Current Provisions:
Employee Benefits - Leave Encashment	14.61	22.11
Disputed Liablities	52.77	52.77
Provision for expenses	953.17	758.49
Mark to Market on Currency Forward contracts	6.39	-
ii) Current Tax Liabilities (Net):	1,026.94	833.37
Income Tax (Net of Advance tax - ₹ 1,892.38 Lakhs Previous Year	105.85	10.03
₹ 1,092.68 Lakhs)
TOTAL	1,132.79	843.40

18.1 Movement of provisions during the year as required by Ind AS - 37 "Provisions, Contingent Liabilities and Contingent Asset"

a) Provision for expenses

a) Provision for expenses
		(₹ in Lakhs)
Particulars	As at 31stMarch, 2023	As at 31st March, 2022
Opening Balance	758.49	333.34
Add: Provision during the year	707.33	665.13
Less: Utilised during the year	(512.65)	(239.98)
TOTAL	953.17	758.49

140

NOTE - 19 REVENUE FROM OPERATIONS

(₹ in Lakhs)

		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
Sale of Products	31st March, 2023	31st March, 2022
Manufactured	37,052.12	31,404.70
Total (A)	37,052.12	31,404.70
Other Operating Income
Export Incentives	52.22	110.03
Scrap sales	155.93	132.97
Freight Packing & forwarding	234.54	369.50
Total (B)	442.69	612.50
Total Revenue from Operations (A+ B)	37,494.81	32,017.20

NOTE - 20 OTHER INCOME

NOTE - 20 OTHER INCOME
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Interest on Income tax refunds	15.24	-
Interest on deposits	30.59	7.88
Profit on sale of Fixed assets	-	17.08
Profit on Sale of Current Investments (Net)	186.88	99.70
Gain on Fair Valuation of Current Investments	54.41	24.30
Claims Received	440.90	-
Other Miscellaneous receipt	20.25	67.37
Fluctuation in Exchange Rates (excluding forward cover charges)	23.49	15.71
Excess provisions & Liabilties no longer required written back	20.41	108.39
Total	792.17	340.43

NOTE - 21 COST OF RAW MATERIALS INCLUDING PACKING MATERIAL CONSUMED

NOTE - 21COST OF RAW MATERIALS INCLUDING PAC	KING MATERIAL CONS	UMED
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Cost of Raw materials consumed	22,018.15	16,910.14
Cost of Packing materials consumed	862.80	711.83
Total	22,880.95	17,621.97

141

NOTE - 22 CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK IN PROGRESS

(₹ in Lakhs)

		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
Opening stock	31st March, 2023	31st March, 2022
Finished Goods	374.94	203.03
Work in Progress	-	-
Total	374.94	203.03
Less:
Closing Stock
Finished Goods	(581.01)	(374.94)
Work in Progress	-	-
Total	(581.01)	(374.94)
Increase/(Decrease) in Inventories of Finished Goods and WIP	(206.07)	(171.91)

NOTE - 23 EMPLOYEE BENEFIT EXPENSES ( REFER NOTE 29.1)

NOTE - 23EMPLOYEE BENEFIT EXPENSES ( REFER N	OTE 29.1)
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Salaries, Wages and Bonus	1,316.69	1,013.87
Contribution to Provident & Other Funds	162.36	106.30
Staf Welfare Expenses	150.79	166.80
Total	1,629.84	1,286.97

NOTE - 24 FINANCE COST

NOTE - 24 FINANCE COST
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Interest Expenses
Banks
Borrowings - Working Capital	5.15	6.89
Processing Fees	29.04	28.28
Forward Cover Charges	54.24	66.86
Total	88.43	102.03

NOTE - 25 POWER AND FUEL

NOTE - 25 POWER AND FUEL
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Power	267.65	234.34
Furnace oil	1,142.01	1,003.54
Steam coal	118.93	553.96
Others	75.35	181.35
Total	1,603.94	1,973.19

142

NOTE - 26 OTHER EXPENSES

NOTE - 26 OTHER EXPENSES
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Consumption of stores and Spares	748.05	928.04
Efluent Treatment Expenses	99.41	125.23
Water charges	83.70	94.50
Other Manufacturing Expenses -Consumables and Operation	130.63	103.48
Expenses
Repairs & Maintenance
- Building	364.24	122.26
- Plant & machinery	273.29	295.04
- Others	596.34	580.40
Rent	9.53	9.75
Insurance (Net)	144.66	119.82
Rates & Taxes	38.00	38.48
Travelling & Conveyance	75.95	44.95
Vehicle Running Expenses	9.84	7.92
Communication Expenses	65.16	71.82
Auditors Remuneration
- Audit Fee	8.00	8.00
- Tax Audit Fee	2.00	2.00
- Limited Review	5.00	6.50
- Other Certification work	-	-
Travel and Stay Expenses	0.29	0.29
Printing & Stationery	7.39	6.11
Legal & Professional Charges	122.13	78.80
Consultancy Charges	1.81	0.16
Miscellaneous Expenses	97.05	28.55
Bank Charges ( other than borrowings)	137.17	100.28
Loss on sale of Fixed assets	0.70	-
Area maintainance charges	19.82	17.18
Security Service charges	84.26	70.24
Lease Charges	-	18.03
Freight Packing & forwarding	863.03	808.75
Directors sitting fees	21.00	27.40
Contribution To CSR Activities (Refer Note 28.11)	79.07	47.79
Commission on sales	6.81	29.02
Provision for Inventory	16.05	-
Total	4,110.38	3,790.78

143

NOTE - 27 OTHER COMPREHENSIVE INCOME

NOTE - 27 OTHER COMPREHENSIVE INCOME
		(₹ in Lakhs)
Particulars	Year Ended	Year Ended
	31st March, 2023	31st March, 2022
Net acturial Gain loss on employees defined benefit obligation	(12.77)	83.21
Gain on Fair Value of Investments	4.37	5.51
Total	(8.40)	88.72
NOTE -28 TO FINANCIAL STATEMENTS
28.1 Employee Benefits:
a) Disclosure in respect of gratuity liability

a) Disclosure in respect of gratuity liability
		(₹ in Lakhs)
Reconciliation of Defined Benefit Obligation (DBO):	As at 31st March, 2023	As at 31st March, 2022
Present value of DBO at start of the year Interest Cost Current Service Cost Past Service Cost Benefit Paid Re-measurements: a. Actuarial Loss/(Gain) from changes in demographic assumptions b. Actuarial Loss/(Gain) from changes in financial assumptions c. Actuarial Loss/(Gain) from experience over the past period Present value of DBO at end of the year	230.16 17.17 18.37 - - - - (3.92) 261.78	284.78 19.88 14.69 - (4.04) - - (85.15) 230.16
		(₹ in Lakhs)
Reconciliation of Fair Value of Plan Assets:	As at 31st March, 2023	As at 31st March, 2022
Fair Value of Plan Assets at the beginning of the year Interest Income on Plan Assets Contributions by Employer Benefit Paid Re-measurements: Actuarial (Loss)/Gain Fair Value of Plan Assets at the end of the year Actual Return on Plan Assets	370.18 27.62 - - (16.69) 381.11 10.92	351.60 24.56 - (4.04) (1.94) 370.18 22.63
		(₹ in Lakhs)
Amount recognized in the Balance Sheet: Present value of DBO at the end of the year Fair Value of Plan Assets at the end of the year Net Asset/(Liability) in the Balance Sheet	As at 31st March, 2023 261.78 381.11 119.33	As at 31st March, 2022 230.16 370.18 140.02

144

		(₹ in Lakhs)
Gratuity recognized in the Statement of Profit and Loss	As at 31st March, 2023	As at 31st March, 2022
Current Service Cost Past Service Cost Interest on defined benefit obligation (Net) Expense Recognized in Statement of Profit and Loss	18.37 - (10.44) 7.93	14.69 - (4.70) 9.99
		(₹ in Lakhs)
Remeasurement efects recognized in Other Comprehensive	As at 31st March, 2023	As at 31st March, 2022
Income (OCI)
Re-measurements on DBO a. Actuarial (Loss)/Gain from changes in demographic assumptions b. Actuarial (Loss)/Gain from changes in financial assumptions c. Actuarial (Loss)/Gain from experience over the past period Re-measurements on Plan Assets Actuarial (Loss)/Gain Remeasurement efect recognized in OCI	- 1.57 (5.50) 16.69 12.76	- 18.26 66.89 (1.94) 83.21

Principal Assumption used in determining Gratuity liability	As at 31st March, 2023	As at 31st March, 2022
Discount Rate	7.37%	7.46%
Attrition Rate	6.00%	6.00%
Salary Escalation	6.50%	6.50%
Mortality Table	Indian Assured Lives	Indian Assured Lives
	mortality (2012-14)	mortality (2012-14)
	(Ultimate)	(Ultimate)
Retirement Age	60	60

(₹ in Lakhs)

		(₹ in Lakhs)	(₹ in Lakhs)
Sensitivity Analysis	As at 31st March, 2023	As at 31st March, 2022
	Increases 1% Decreases 1%	Increases 1% Decreases 1%
	Change in DBO (Amount)	Change in DBO (Amount)
SalaryGrowth Rate	244.07 247.96	244.07	217.66
Discount Rate	246.22 279.46	217.93	244.01
Attrition Rate	262.28 261.27	230.08	230.26

145

a) 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 ₹ Nil (P.Y. ₹ Nil) to gratuity trust for contribution to Aditya Birla Sun Life Insurance during the financial year 2022-23.

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 ₹ 22.42 Lakhs (P.Y. ₹ 17.68 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 ₹ 90.75 Lakhs (P.Y. ₹ 65.37 Lakhs).

28.2 Related Party Disclosure:

Disclosures as per Ind AS 24 – ‘Related Party Disclosures’ are given below:

a) Promoters of the Company:

a) Promoters of the Company:
Name of the Promoters	% of equity share-holding in the Company
Tamil Nadu Industrial Development Corporation Limited	26.02%
Anupam Rasayan Limited (w.e.f. 11-03-2022)#	25.79%

On 11th March, 2022, M/S Anupam Rasayan India Limited acquired shares of M/S Birla Group Holdings Private Limted, M/S Pilani Investment & Industries Limited and Mr.Askaran agarwala (1,150 shares Person Acting in Concert), totalling 24,89,802 shares vide Share Purchase Agreement dated 1[st] February, 2022 and obtained joint control over the Company along with Tamilnadu Industrial Development Corporation Limited (continuing promotor). M/S Anupam Rasayan India Limited had further acquired 83,279 shares tendered by public during the tendering period of open offer made in compliance with SEBI SAST Regulations.

b) Key Management Personnel (KMP):

Name of KMP’s	Designation
Mr. R. Karthikeyan*	Non-Executive Director
Dr. Jaya Chandra Bhanu Reddy+	Non-Executive Director
Mr. Afzal Harunbhai Malkani	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 Oficer
Mr. H. Narayana Rao#	Company Secretary

Resigned on 23[rd] March, 2023.[+] Effective from 27[th] March, 2023.[#] Effective from 6[th] May, 2022.

146

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 Limited

f) Disclosure in respect of material transactions with related parties during the year:

		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Contribution towards TANFAC Employees Gratuity Trust Fund	-	-
Transaction with Cuddalore SIPCOT Industries Common Utilities Ltd	31.30	24.17
(including GST)
Sale Transactions (Gross) with Anuapm Rasayan Ltd	1172.69	-

g) Outstanding Balances:

g) Outstanding Balances:
		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Cuddalore SIPCOT Industries Common Utilities Ltd	2.57	2.57
Anuapm Rasayan Ltd - Trade Receivables	890.25	-
h) Compensation to KMP:
		(₹ in Lakhs)
Nature of Benefits#	As at 31st March, 2023	As at 31st March, 2022
Short-term benefits (including Sitting Fees)	301.01	208.86
Post-employment gratuity and medical	-	-
Other long-term benefits	-	-
Share-based payment transactions	-	-
Termination Benefits	-	-
Total	301.01	208.86

The aforesaid amounts exclude gratuity & accumulated leave provision as they are determined on actuarial basis for the Company as a whole. The transactions exclude reimbursement of expenses.

28.3 Disclosure 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:

Currency	Number of Contracts	Buy amount (USD in	Indian Rupee equivalent
		Lakhs)	(₹ in Lakhs)
Forward contract to buy USD- As on 31.3.2023	12	37.16	3,053.82
Forward contract to buy USD- As on 31.3.2022	10	16.48	1,249.16

147

Exposure in Foreign Currency- Unhedged

The Foreign currency exposure not hedged as at 31[st] March, 2023:

The Foreign currency exposure not hedged	as at 31st March, 2023:
Currency	Payable (in Foreign currency) Receivables (in foreign currency)
	As at 31st March, 2023 As at 31st March, 2022 As at 31st March, 2023 As at 31st March, 2022
USD in Lakhs	7.27 6.73 3.66 4.29
INR in Lakhs	597.28 509.77 301.13 325.12

28.4 Provisions, Contingent Liabilities and Contingent Assets:

a) Contingent liabilities not provided for (excluding interest and penalty, if any)

		(₹ in Lakhs)
Claims against the Company not acknowledged as debt	As at 31st March, 2023	As at 31st March, 2022
Service tax & VAT	13.81	13.81
Central Sales Tax	246.86	246.86

b) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) - ₹ 588.88 Lakhs (Previous Year ₹ 332.92 Lakhs)
c) SIPCOT has raised a demand of ₹ 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 ₹ 6.00 Lakhs in 1995 and additional amount of ₹ 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 ₹ 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 ₹ 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.

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).

148

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 31[st] March, 2023 and 31[st] March, 2022.

	(₹ in Lakhs)
Particulars Fair value measurement using (Level 1) Amount (Level 2) Amount (Level 3) Amount	Total (Amount)
As at 31st March, 2023:
Financial Assets at amortised cost:
Trade receivables - - 5,077.85	5,077.85
Cash and cash equivalents - - 389.73	389.73
Bank Balances other than cash and cash equivalent - - 878.26	878.26
Investment in Short Term Mutual Funds 6,562.38 -	6,562.38
Loans & Advances & other financial assets - - 13.09	13.09
Assets measured at fair value
Fair value through Other Comprehensive Income
Investment in Equity shares - 141.93 -	141.93
As at 31st March, 2022:
Financial Assets at amortised cost:
Trade receivables - - 2,491.90	2,491.90
Cash and cash equivalents - - 692.33	692.33
Bank Balances other than cash and cash Equivalent - - 632.41	632.41
Investment in Short Term Mutual Funds 4,057.96 -	4,057.96
Loans & Advances & other financial assets - - 6.55	6.55
Assets measured at fair value
Fair value through Other Comprehensive Income
Investment in Equity shares - 137.56 -	137.56
B. Quantitative disclosures fair value measurement hierarchy for financial liabilities as at 31st March, 2023, 31st March, 2022. (₹ in Lakhs)
Particulars Fair value measurement using (Level 1) Amount (Level 2) Amount (Level 3) Amount	Total (Amount)
As at 31st March, 2023:
Financial Liabilities at amortised cost:
Other Borrowings -	-
Trade payables - 4,639.23	4,639.23
As at 31st March, 2022:
Financial Liabilities at amortised cost:
Other Borrowings -	-
Trade payables - 3,490.66	3,490.66

149

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) Material 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, 2023 and 31st March, 2022.

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, 2023 and 31st March, 2022.

(i) Foreign currency risk

The Company may also have foreign currency exchange risk on procurement of raw materials. The Company manages this foreign currency 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.

Basis Points	As at 31st March, 2023 As at 31st March, 2022
	2% increase 2% decrease 2% increase 2% decrease
Efect on profit before tax (Amount)	(5.92) 5.92 (3.69) 3.69

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 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):

150

The Ageing analysis of Account receivables has been considered from the date of invoice falls due:

		(₹ in Lakhs)
Ageing	As at 31st March, 2023	As at 31st March, 2022
1 to 60 days	5,077.53	2,251.51
61 to 91 days	0.30	23.39
92 to 181 days	6.17	132.38
182 to 365 days	1.56	97.96
365 days and above	7.76	7.88
Total	5,093.32	2,513.12

The following table summarizes the changes in loss allowances measured using life time expected credit loss model:

loss model:
		(₹ in Lakhs)
Provisions	As at 31st March, 2023	As at 31st March, 2022
Opening Provision	21.22	21.79
Add: Additional provision made	-
Less: Provision utilised against bad debts/reversal of excess provision	5.75	0.57
Closing provisions	15.47	21.22

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)
As at 31st March, 2023 Less than 1 year (Amount) 1 to 5 years (Amount)	More than 5 Years (Amount) Total (Amount)
Borrowings - -	- -
Trade payables 4,639.23 -	- 4,639.23
Total 4,639.23 -	- 4,639.23

	(₹ in Lakhs)
As at 31st March, 2022 Less than 1 year (Amount) 1 to 5 years (Amount)	More than 5 Years (Amount) Total (Amount)
Borrowings - -	- -
Trade payables 3,490.66 -	- 3,490.66
Total 3,490.66 -	- 3,490.66

151

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)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Net Debt	-	-
Total Equity	17,897.00	12,838.86
Total Capital and Net debt	17,897.00	12,838.86
Gearing Ratio	-	-

28.7 Assets taken on operating lease

The Company had taken certain assets on operating lease. The lease rentals payable by the Company was on monthly/quarterly basis. The Company had terminated the operating lease during the current financial year. Future minimum lease rental payable under non-cancellable lease agreements is as under:

nder non-cancellable lease agreements is as under:
		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Not Later than 1 year	-	-
Later than 1 year but not later than 5 years	-	-
Later than 5 years	-	-
Total	-	-

Lease payments recognized in the Statement of Profit & Loss for the year is ₹ Nil (Previous year: ₹ Nil)

28.8 Earnings Per Share

28.8 Earnings Per Share
		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Profit/(loss) afer taxation	5,612.97	5,328.38
Weighted average number of shares outstanding during the year	99.75	99.75
(Nos ' in Lakhs)
Earnings per share of ₹ 10 each
Basic (in ₹)	56.27	53.42
Diluted (in ₹)	56.27	53.42

28.9 The 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 Key Ratios:

152

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Particulars Numerator Denominator As at 31st As at 31st % Variance Remarks (For
March, 2023 March, 2022 variance >25%)
Current ratio Current Assets Current Liabilities 2.98 2.85 4.59%
Debt-equity ratio Total Debt Shareholder’s - - 0.00% Company has no
Equity debt (both short
term and long term)
Debt service Earning for Debt Service Debt service 1,214.12 853.67 42.22% Company has no
coverage ratio = Net Profit after taxes = Interest & debt (both short
+ Non-cash operating Lease Payments term and long
expenses like depreciation + Principal term) but incurred
and other amortizations Repayments committement
+ Interest + other charges on its
adjustments like loss on working capital
sale of Fixed assets etc. limits
Return on equity Net Profits after taxes – Average 0.35 0.49 -28.13% Due to low base
ratio Preference Dividend (if Shareholder’s effect of Average
any) Equity shareholders equity
in previous year
Inventory Cost of goods sold OR Average inventory 4.80 5.26 -8.84%
turnover ratio sales =(Opening
+ Closing
balance/2)
Trade Net Credit Sales=Gross Average trade 9.91 15.64 -36.68% Due to higher Trade
receivables credit sales minus sales debtors = Receivables on
turnover ratio return. Trade receivables (Opening account of higher
includes sundry debtors + Closing level of operations.
and bill’s receivables. balance/2)
Trade payables "Net Credit Purchases Average Trade 6.39 7.16 -10.80%
turnover ratio =Gross credit purchases Payables
minus purchase
return "
Net capital Net Sales=Net sales shall Working Capital 2.99 3.85 -22.48%
turnover ratio be calculated as total =Working
sales minus sales returns. capital shall be
calculated as
current assets
minus current
liabilities.
Net profit ratio Net profit after tax Net Sales =Net 0.15 0.17 -10.05%
sales shall be
calculated as total
sales minus sales
returns.
Return on capital Earning before interest Capital Employed 0.40 0.53 -23.43%
employed and taxes = Tangible Net
Worth + Total
Debt + Deferred
Tax Liability
Return on Income from investment Cost of 0.05 0.04 13.51%
investment Investment
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28.11 CSR Expenditure:

28.11 CSR Expenditure:
		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Amount required to be spent by the Company during the year	74.74	46.94
Amount spent during the year on:
Construction/acquisition of any asset	-	-
On purposes other than (i) above	79.07	47.79
Shortfall at the end of the year	-	-
Total of previous years shortfall	-	-
Contribution to a trust controlled by the Company	-	-
The nature of CSR activities undertaken by the Company	Environment Sustainability, Animal Welfare, Healthcare & Education	Environment Sustainability, Animal Welfare, Healthcare & Education
For movement is CSR, refer below:
		(₹ in Lakhs)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Opening Balance	-	-
Gross amount to be spent during the year	74.74	46.94
Actual spent	79.07	47.79
(Excess)/short spent*	(4.33)	(0.85)

Reason for CSR Funds unspent:

Not applicable as the Company has spent more than the amount to be spent during the year ending 31st March, 2023 and 31st March, 2022.

28.12 Registrar of Charges

The Register of Charges of the Company as per MCA records shows some old charges of various Banks amounting to ₹ 24,819 Lakhs lying open, which the Company maintains that those charges were satisfied during earlier years and necessary forms were filed with the MCA manually when there were no online filing requirements. Company is taking steps to correct the MCA records.

28.13 Additional Regulatory Disclosures:

To the best of information of management of the Company, Additional regulatory information required to be given pursuant to Gazette notification for Amendments in Schedule III to Companies Act, 2013 dated 24th March, 2021 is disclosed wherever applicable. Further, the following disclosures are not applicable to the Company:

i) Disclosure on Revaluation of property, plant and equipment and intangible assets from Registered Valuers is not applicable to Company.
ii) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (us of 1988) and rules made thereunder.

iii) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

iv) Transactions with Struck off Companies*

During the year, the Company has not entered into any transaction with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

based on information available as on the date of reporting.
v) As per clause (87) of section 2 and section 186 (1) of the Companies Act, 2013 and Rules made thereunder, the Company is in compliance with the number of layers as permitted under the said provisions.

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vi) The Company has not carried out any scheme of arrangement which is approved by regulatory authorities during the year.
vii) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
viii) There are no transactions recorded in books of account reflecting surrender/disclosure of income in the assessment under The Income Tax Act, 1961.
ix) During the year no loans/advances in the nature of Loans have been given to Promoters, Directors, KMP and Related Parties.
x) The Company does not have investment in subsidiary companies and accordingly the disclosure as to whether the Company has complied with the number of layers of companies prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.
xi) (a) In the opinion of the Management, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
xi) (b) In the opinion of the Management, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entity ("funding parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

28.14 Dividend: The Board of Directors in their meeting held on 6[th] May, 2022 had recommended final dividend of ₹ 5.50 per share totaling ₹ 548.62 Lakhs for the financial year 2021-22 and the said dividend was transferred to the Final Dividend in September 2022 after confirmation by members in their General Meeting held on 26[th] September, 2022.

The Board of Directors have recommended dividend of ₹ 6.50 per share totaling ₹ 648.38 Lakhs for the financial year 2022-23 subject to the approval of shareholders in the forthcoming Annual General Meeting.

28.15 Previous year figures are regrouped or rearranged wherever considered necessary.

For and on behalf of the Board of Directors of TANFAC Industries Limited CIN: L24117TN1972PLC006271

As per our report of even date attached For Singhi & Co., Chartered Accountants Firm Registration No.: 302049E

Sudesh Choraria N.R.Ravichandran Afzal Harunbhai Malkani M.R.Sivaraman Partner Chief Financial Officer Director Director Membership No.: 204936 DIN: 07194226 DIN: 00020075 Place: Cuddalore H.Narayana Rao K.Sendhil Naathan Date: 21st April, 2023 Company Secretary Managing Director DIN: 08850046

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TANFAC INDUSTRIES LIMITED

INTEGRATED REGISTRY MANAGEMENT SERVICES PRIVATE LIMITED Unit: TANFAC INDUSTRIES LIMITED 2[nd] Floor, Kences Towers, No. 1, Ramakrishna Street, �� Chennai - 600 017. ��

AI assistant

TANFAC Industries Ltd. — Annual Report 2023

61879_rns_2023-09-05_d97a36ae-c9e6-4f0f-ac5e-ef27f0ea24c4.pdf

TANFAC

SCRIP CODE : 506854

Sub: Notice of 49th Annual General Meeting to be held on 27th September 2023

Ref: Regulation 44 of SEBI (LODR), Regulations,2015.

TANFAC INDUSTRIES LIMITED

Contents

CORPORATE OVERVIEW

FINANCIAL STATEMENTS

About Tanfac Industries

Milestones achieved

Products and their Applications

Our Presence

Board of Directors and Leadership

Trends in the Specialty Chemical Industry

BENEFITS OF THE EXPANSION

Responsible Business

INDIA OVERTAKES UK TO BECOME FIFTH BIGGEST ECONOMY

2. INDUSTRY OVERVIEW

3. COMPANY OVERVIEW

4. RISKS AND THEIR MITIGATION

7. CREDIT RATING

5. HUMAN RESOURCES

Corporate Information

DIRECTORS

MANAGING DIRECTOR

REGISTER AND SHARE TRANSFER AGENT

AUDITORS

CHIEF FINANCIAL OFFICER (CFO)

COMPANY SECRETARY

BANKERS

REGISTERED OFFICE AND WORKS

CORPORATE OFFICE

Notice of the 49[th] Annual General Meeting

ORDINARY BUSINESS:

SPECIAL BUSINESS:

4. Ratification of Remuneration to Cost Auditor

Notes:

DIVIDEND RELATED INFORMATION:

11. Mandatory furnishing of PAN, KYC details & Nomination by holders of Physical Securities:

THE INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only:

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

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

Statement Pursuant to Section 102(1) of the Companies Act, 2013

ITEM NO. 4

ITEM NO. 5

A. Remuneration:

B. Perquisites:

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)

Procedure for claiming shares and unclaimed / unpaid amount from IEPF Refund

Board’s Report

To

The Members,

FINANCIAL RESULTS:

OPERATIONS AND OVERALL PERFORMANCE:

DIVIDEND:

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

ALUMINIUM FLUORIDE:

HYDROFLUORIC ACID (HF) & VALUE-ADDED PRODUCTS (VAPS):

SULPHURIC ACID:

EXPORTS:

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

PUBLIC DEPOSITS

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

AUDITORS & AUDITORS' REPORT:

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

COST AUDITOR

SECRETARIAL AUDITOR:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR:

CHANGE IN PROMOTOR AND MANAGEMENT CONTROL:

ANNUAL PERFORMANCE EVALUATION:

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

RISK MANAGEMENT POLICY:

POLICIES

TANFAC Industries Ltd. Annual Report 2023