49Th ANNUAL REPORT 2019 - 20
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49th ANNUAL REPORT 2019 - 20 SOUTHERN PETROCHEMICAL INDUSTRIES CORPORATION LIMITED SOUTHERN PETROCHEMICAL INDUSTRIES CORPORATION LIMITED Board of Directors (as on 12th August 2020) Ashwin C Muthiah DIN 00255679 Chairman Dr. K P Karthikeyan I.A.S DIN 08218878 Director (from 24th March 2020) E Sundaravalli I.A.S DIN 08769721 Director (from 12th August 2020) B Narendran DIN 01159394 Independent Director Sashikala Srikanth DIN 01678374 Independent Director S Radhakrishnan DIN 00061723 Independent Director Debendranath Sarangi I.A.S. (Retd) DIN 01408349 Independent Director Rita Chandrasekar DIN 03013549 Independent Director (from 14th November 2019) T K Arun DIN 02163427 Director S R Ramakrishnan DIN 00120126 Whole-time Director Secretary Statutory Auditors M B Ganesh MSKA & Associates Chartered Accountants Chief Financial Officer 5th Floor, Main Building, Guna Complex K R Anandan New No. 443 & 445, Old No.304 & 305 Mount Road, Teynampet Chennai 600 004 Registered Office Plant SPIC House, No. 88, Mount Road, Guindy, SPIC Nagar, Muthiapuram, Chennai 600 032 Tuticorin 628 005 CIN: L11101TN1969PLC005778 Phone : 0461-2355525 Phone :+91 44 22350245 • Fax : +91 44 22352163 Fax : 0461 2355588 Website : www.spic.in E-mail : [email protected] E-mail : [email protected] Registrar and Share Transfer Agents Bankers Cameo Corporate Services Limited HDFC Bank Limited “Subramanian Building” Bank of India No 1 Club House Road, Chennai 600 002 State Bank of India Tel: 044-28460390 / 28460718 Fax : 044–28460129 E-mail : [email protected] 1 CONTENTS Page No. Notice 3 Directors’ Report and Management Discussion & Analysis 12 Secretarial Audit Report 32 Corporate Governance Report 35 Certificate of Non-Disqualification of Directors 47 Independent Auditors’ Report on Corporate Governance 48 Business Responsibility Report 49 Standalone Financial Statements (a) Independent Auditors’ Report 60 (b) Balance Sheet 68 (c) Statement of Profit and Loss 69 (d) Statement of Changes in Equity 70 (e) Cash Flow Statement 71 (f) Notes to Financial Statements 73 Consolidated Financial Statements (a) Independent Auditors’ Report 117 (b) Balance Sheet 124 (c) Statement of Profit and Loss 125 (d) Statement of Changes in Equity 126 (e) Cash Flow Statement 127 (f) Notes to Financial Statements 129 Form AOC – 1 Attachment to the Financial Statement 176 2 SOUTHERN PETROCHEMICAL INDUSTRIES CORPORATION LIMITED Registered Office: “SPIC House”, No. 88, Mount Road, Guindy, Chennai - 600 032. CIN: L11101TN1969PLC005778; E-mail: [email protected]; website: www.spic.in; Ph: 044-22350245 NOTICE NOTICE is hereby given that the FORTY NINTH ANNUAL hereby appointed as Director of the Company liable GENERAL MEETING of the Members of Southern to retire by rotation.” Petrochemical Industries Corporation Limited will be held on Friday, 18th September 2020 at 2:00 PM (IST) through 5. To consider and if thought fit, to pass with or without Video Conferencing (VC) / Other Audio Visual Means modification(s), the following Resolution as an (OAVM), to transact the following business: ORDINARY RESOLUTION: pursuant to the provisions of ORDINARY BUSINESS: “RESOLVED THAT Sections 149, 150, 152 and any other applicable 1. Adoption of Financial Statements provisions of the Companies Act, 2013 (the Act) and the Rules made there under including any “RESOLVED THAT statutory modification(s) or re-enactment thereof a. The audited standalone financial statement for the time being in force read with Schedule IV of the Company for the year ended of the Act and Regulations 16 (1)(b) of the SEBI 31st March 2020 and the Reports of the (Listing Obligations and Disclosure Requirements) Board of Directors and Auditors thereon; Regulations 2015, the appointment of Ms. Rita Chandrasekar (DIN: 03013549) as Independent b. The audited consolidated financial statement Director of the Company and to hold office for a of the Company for the year ended period of five years from 14th November 2019 be 31st March 2020 and the Report of the and is hereby approved.” Auditors thereon; 6. To consider and if thought fit, to pass, with or be and are hereby received and adopted.” without modification, the following Resolution as an ORDINARY RESOLUTION: 2. Appointment of Director “RESOLVED THAT pursuant to the provisions of “RESOLVED THAT Mr. T K Arun, Director Section 148 and other applicable provisions, if any, (DIN: 02163427), retiring by rotation, eligible for of the Companies Act, 2013 and the Rules made re-appointment and having offered himself for there under read with the provisions of Companies re-appointment be and is hereby re-appointed as (Cost Records and Audit) Rules, 2014 including Director of the Company.” any statutory amendment(s), modification(s) and SPECIAL BUSINESS: re-enactment thereof for the time being in force, the appointment of M/s. B Y & Associates, Chennai, 3. To consider and if thought fit, to pass with or without Cost Accountants, (Firm Registration No. 003498) modification(s), the following Resolution as an as Cost Auditor to conduct the Cost Audit pertaining ORDINARY RESOLUTION: to Cost Accounts and Records of the Fertilizer Division of the Company for the financial year ending “RESOLVED THAT Dr. K P Karthikeyan, I.A.S, ` (DIN: 08218878), Nominee Director of Tamilnadu 31st March 2021, on a remuneration of 1,50,000/- Industrial Development Corporation Limited, (Rupees One lakh fifty thousand only) subject pursuant to Section 161 and other applicable to applicable taxes and levies be and is hereby provisions, if any, of the Companies Act, 2013, and approved and ratified.” the Articles of Association of the Company, be and is 7. To consider and if thought fit, to pass, with or hereby appointed as Director of the Company liable without modification, the following Resolution as to retire by rotation. SPECIAL RESOLUTION: 4. To consider and if thought fit, to pass with or without “RESOLVED THAT pursuant to the provisions of modification(s), the following Resolution as an Section 186 and other applicable provisions, if any, ORDINARY RESOLUTION: of the Companies Act, 2013 and the Rules made there under including any statutory amendment(s), “RESOLVED THAT Ms. E Sundaravalli I.A.S, (DIN: 08769721), Nominee Director of Tamilnadu modification(s) and re-enactment thereof for the Industrial Development Corporation Limited, time being in force, the consent of the Members pursuant to Section 161 and other applicable of the Company be and is hereby accorded to the provisions, if any, of the Companies Act, 2013, and Board of Directors of the Company to exercise its the Articles of Association of the Company, be and is power to give guarantee and / or provide security in 3 favour of M/s. New India Co-operative Bank Limited, constituted for this purpose or any Director or Officer Mumbai, (the Bank) for a value not exceeding `100 of the Company authorised in this regard) be and crores (Rupees One Hundred Crores only) for is hereby authorized to take such steps as may securing the repayment of a loan of `100 crores be necessary in relation to the above and to settle to be availed by the Dealers of the Company from all matters arising out of and incidental thereto, to the Bank, notwithstanding that the aggregate of the sign and to execute deeds, applications, documents loans given or guarantees provided or securities and writings that may be required on behalf of the subscribed/acquired or loans/guarantees to be Company for giving effect to this Resolution.” given or securities to be subscribed/acquired by the Company exceed the limits approved by the (By order of the Board) Members for giving loans/providing guarantee/ For Southern Petrochemical investing in securities.” Industries Corporation Limited Place : Chennai M B Ganesh “RESOLVED FURTHER THAT the Board of Directors (which term shall include a Committee of Directors Date : 12th August 2020 Secretary NOTES: the Company is providing facility of remote E-Voting to its Members in respect of the business to be a. In view of the Covid-19 pandemic prevailing since transacted at the AGM. The facility of casting March 2020, the Ministry of Corporate Affairs vide votes by a Member using Remote E-Voting as well its Circular dated April 8, 2020, April 13, 2020 & as the E-Voting system on the date of the AGM May 5, 2020 and SEBI’s Circular No. SEBI/HO/ will be provided by Central Depository Services CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (India) Limited (CDSL). The Board has appointed hereinafter referred to as “the Circulars” permitted M/s. B Chandra & Associates. Practicing Company the holding of the Annual General Meeting through Secretaries, as the Scrutinizer to scrutinize the VC / OAVM without the physical presence of the E-Voting in a fair and transparent manner. Members at a common venue. Accordingly, the 49th f. The Members can join the AGM in the VC/OAVM Annual General Meeting (AGM) of the Company will mode 15 minutes before or after the scheduled time be held through VC / OAVM. Hence, Members are of the commencement of the Meeting by following requested to attend and participate in the ensuing the procedure mentioned in the Notice. The facility AGM through VC/OAVM. of participation at the AGM through VC/OAVM will b. Share Transfer Register of the Company will remain be made available to at least 1000 members on closed from to Saturday, 12th September 2020 to first come first served basis. This will not include Friday, 18th September 2020 (both days inclusive). large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional c. The Explanatory Statement pursuant to Section 102 Investors, Directors, Key Managerial Personnel, the (1) of the Companies Act, 2013, (the Act) in respect Chairpersons of the Audit Committee, Nomination of items 3 to 7 is annexed hereto. and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are d. Pursuant to the provisions of the Act, a Member allowed to attend the AGM without restriction.