Tyche Industries Limited: Thanking You
Tyche Industries Limited: Thanking You
Tyche Industries Limited: Thanking You
BSE Limited
Dalal Street,
Mumbai-400001
Scrip Code-532384
Dear Sir,
Thanking You,
Yours faithfully
NDUS
d
TRIE
(Hyderabad
Satya Ranjan Jena
Company Secretary
Regd. Office H.No. C 21/A, Road No. 9, Film Nagar, Jubilee Hills, Hyderabad 500 096.
Tel: +91-40-2354 1688, Fax: +91-40-2354 0933, E-mail: info@tycheindustries.com
Factory: Door No. 6-223, Sarpavaram, Kakinada, East Godavari Dist.
CIN:L72200TG1998PLCO29809
www.tycheindustries.comm
262
7
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Board of Directors
Mr. G. GANESH KUMAR Chairman & Managing Director
Mr. SAI SUDHAKAR PANCHAKARLA Non-Executive Independent Director
Mr. BOOSA ESHWAR Non-Executive Independent Director
Mrs. P. VIJAYA LAKSHMI Non-Executive Independent Director
Mr G. SANDEEP Executive Director
Mr. VENKATARAJU GUPTA KOLLEPALLI Non-Executive Director
(effect from 12th Feb 2021)
Mr. SURYANARAYANA RAJU PENUMATSA Non-Executive Independent Director
(till 12th Feb 2021)
Cost Auditors
SATIVADAVENKAT RAO
Cost Accountants
# 7-1-302/1, B.K.Guda, S.R.Nagar,
Hyderabad,Telengana-500038
INDEX
statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant
to the recommendation of the Audit committee of the Company, the appointment of Mr.
Sativada Venkat Rao, Cost Accountant, Hyderabad (Registration No. 100340), the Cost Auditor
who were re-appointed by the Board of Directors of the Company, to conduct the audit of
the cost records maintained by the Company for the financial year ending 31st March, 2022,
at an aggregate fee of Rs.30,000/- P.A (Rupees Thirty Thousand only) excluding taxes as
may be applicable, in addition to reimbursement of all out-of-pocket expenses and applicable
taxes thereon, be and is hereby approved and ratified.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby
authorised to do all such acts, deeds and things which may be necessary for the purpose of
giving effect to this resolution”.
To consider and if thought fit, to pass with or without modification(s) the following resolution
as an Ordinary Resolution:
“RESOLVED THAT Pursuant to Section 149, 161 and 164(2) of the Companies Act, 2013 and
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and as
per Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirements)Regulations,
2015 as amended and other applicable provisions and rules, if any, of the Companies Act,
2013 or any other law for the time being in force along with the provisions of Article of
Association of the Company, Mr. Venkataraju Gupta Kollepalli (DIN:09054998) who was
appointed as an additional director (Non- Executive) of the Company w.e.f 12/02/2021 and
who holds office upto the date of this Annual General Meeting and whose appointment has
been recommended by Nomination and Remuneration Committee be and is hereby appointed
as Non-Executive Director of the Company, who shall be liable to retire by rotation.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby
authorised to do all such acts, deeds and things which may be necessary for the purpose of
giving effect to this resolution”.
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
the Members of the Company be and is hereby accorded to revise the terms of remuneration
payable to Mr. G Ganesh Kumar (DIN:01009765), as Managing Director, as follows:
Remuneration:
a) Fixed Salary: In the range of 2,00,000 (Rupees Two Lakhs only) per Month.
RESOLVED FURTHER THAT the overall remuneration payable to Mr. G Ganesh Kumar shall
not exceed the limits prescribed under the applicable provisions of the Companies Act, 2013
and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
RESOLVED FURTHER THAT apart from the aforesaid revision in remuneration, the other
terms and conditions of appointment of Mr. G Ganesh Kumar as previously approved by the
shareholders at the 19th Annual General Meeting of the Company held on 29th September
2017, shall remain unchanged and continue to be effective.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such
acts, deeds and things and execute all such documents, instruments and writings as may be
required and to delegate all or any of its powers herein conferred to any Committee of Directors
or Director(s) to give effect to the aforesaid resolutions.
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
Remuneration:
RESOLVED FURTHER THAT the overall remuneration payable to Mr. G Sandeep shall not
exceed the limits prescribed under the applicable provisions of the Companies Act, 2013
and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
RESOLVED FURTHER THAT apart from the aforesaid revision in remuneration, the other
terms and conditions of appointment of Mr. G Sandeep as previously approved by the
shareholders at the 22nd Annual General Meeting of the Company held on September 30,
2020 and resolution passed by board of director on 10th November 2020, shall remain
unchanged and continue to be effective.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such
acts, deeds and things and execute all such documents, instruments and writings as may be
required and to delegate all or any of its powers herein conferred to any Committee of Directors
or Director(s) to give effect to the aforesaid resolutions
NOTES:
1. In view of the prevailing lock down situation across the country due to outbreak of the
COVID-19 pandemic and restrictions on the movements apart from social distancing,
MCA (Ministry of Corporate Affairs) vide circular Nos. Circular No. 14/2020 dated April
08, 2020, Circular No.17/2020 dated April 13, 2020 read with Circular No. 20/2020 dated
May 05, 2020, allowed companies to hold their AGM through Video Conferencing (VC)
for the calendar year 2020 and also the Ministry of Corporate Affairs, Government of
India vide its General Circular No.02/2021 dated 13th January 2021 allowed the companies
to conduct their Annual General Meetings on or before 31st December 2021 through
video conferencing (VC) or other Audio Visual Means (OAVMs) in accordance with the
requirements in paragraphs 3 and 4 of the General Circular No.20/2020. In compliance
with the provisions of the Companies Act, 2013 (“ACT”), SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015(“SEBI Listing Regulations”) and MCA
Circulars, the 23rd AGM of the Company is being held through VC/OAVM.
2. Pursuant to the provisions of the Act, generally 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.
3. Institutional/Corporate Members (i.e. other than individuals/HUF, NRI, etc.) Are required to
send a scanned copy (PDF/JPG Format) of its Board or Governing Body Resolution/
Authorization etc., authorising its representative to attend the AGM through VC / OAVM on
its behalf and cast their votes through e-voting.
4. The Statement pursuant to Section 102 of the Companies Act, 2013 in respect of special
businesses is annexed hereto and forms part of the Notice.
5. Brief resume of Director proposed to be appointed/re- appointed at the ensuing Annual
General Meeting in terms of Regulation 15 and 27 under (Listing obligations and disclosure
requirements) Regulations, 2015 is annexed to the Notice. The Company is in receipt of
relevant disclosure / consents from the Directors pertaining to their appointment / re-
appointment.
6. Pursuant to Regulation 42 of the LODR Regulations, 2015, Register of Members and Share
Transfer Books of the Company will remain closed from Friday, 24th September,2021 to
Thursday, 30th September, 2021 (both days inclusive) for the purpose of Annual General
Meeting.
7. Members whose shareholding is in physical form are requested to notify immediately any
change in their address or bank mandates to the Company/ Registrar & Share Transfer
Agents quoting their Folio Number and Bank Account details along with self-attested
documentary proof. Members holding shares in electronic form may update such details
with their respective Depository Participants(s). Members are encouraged to utilise the
Electronic Clearing (ECS) for receiving dividends.
8. The Board of Directors of the Company at their meeting held on June 29, 2021 have
recommended a dividend of Rs. 1/- per equity shares of Rs. 10/- each dividend for the
financial year 2020-21. Dividend, if declared will be credited / dispatched after 30th September
but within the time limit to those members whose names shall appear on the Company’s
Register of Members on 23rd September,2021 and in respect of the shares held in
dematerialized form, the dividend will be paid to members whose names are furnished by
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) as beneficial owners as on that date.
9. The Register of Directors and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors
are interested, maintained under Section 189 of the Act, and the relevant documents referred
to in the Notice will be available electronically for inspection by the members during the
AGM. All documents referred to in the Notice will also be available electronically for
inspection without any fee by the members from the date of circulation of this notice up to
the date of AGM. Members seeking to inspect such documents can send an email to
cs@tycheindustries.net.
10. The Securities and Exchange Board of India has made it mandatory for all companies to
use the bank account details furnished by the depositories for depositing dividend through
National Electronic Clearing Service (NECS) to investors wherever NECS and bank details
are available if the Company proposes to avail NECS Facility. The Company will be availing
the NECS facility for the payment of dividend of financial year 2020-21. The bank details are
required to be updated for the members who will be availing this facility. In the absence of
NECS required details, the Company will print the bank account details, as available, on the
Payment Instrument for distribution of dividend, if payment of dividend is approved by the
members in the ensuing Annual General Meeting.
11. Members are requested to note that dividends not encashed or remaining unclaimed for a
period of 7 (seven) years for the date of transfer to the Company’s Unpaid Dividend Account,
shall be transferred to the Investor Education and Protection Fund (“IEPF”) established by
the Central Government. Further pursuant to the provisions of Section 124 of the Act read
with the Investor Education and Protection Fund authority (Accounting, audit, Transfer and
Refund) Rules, 2016 (“IEPF Rules”) as amended to date, all shares on which dividend has
not been paid or claimed for seven consecutive years or more shall be transferred to IEPF
Authority as notified by the Ministry of Corporate Affairs.
The Members/claimants whose shares, unclaimed dividend IEPF may claim the shares or
apply for refund by making an application to IEPF Authority in form IEPF 5 (available on
www.iepf.gov.in) along with requisite fees as decided by it from time to time. The Members/
claimant can file only one consolidated claim in financial years as per IEPF Rules.
It is in Members’ interest to claim any un-encashed dividends and for future, opt for Electronic
Clearing Services, so that dividends paid by the Company are credited to the Members’
account on time.
Members who have not yet encashed the dividend warrants, from the financial year ended
31st March, 2014 and onwards are requested to forward their claims to the Company’s
Registrar and Share Transfer Agent. It may be noted that once the unclaimed dividend is
transferred to IEPF as above, no claim shall rest with the Company in respect of such amount.
It may also noted that the unclaimed dividend amount which were lying with the company
up to the year ended on 31st March, 2013, have already been transferred to IEPF. The
details of the unclaimed dividends are available on the Company’s website at
www.tycheindustries.net and on the website of Ministry of Corporate Affairs at
www.mca.gov.in. Members are requested to contact the Company’s Registrar and share
transfer Agent – CIL Securities Limited, R R Towers, C A Lane, Abids, Hyderabad – 500001,
Telangana, to claim the unclaimed/unpaid dividends.
12. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders
w.e.f April 1, 2020 and the Company is required to deduct tax at source from dividend paid
to shareholders at the prescribed rates. For the prescribed rates for various categories, the
shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The
shareholders are requested to update their PAN with the Company/ RTA M/s. CIL Securities
Limited (in case of shares held in physical mode) and depositories (in case of shares held in
demat mode)
a. A Resident individual shareholder with PAN and who is not liable to pay income tax
can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-
deduction of tax at source by email to cs@tycheindustries.net latest by September 23,
2020 5:00 p.m. IST. Shareholders are requested to note that in case their PAN is not
registered, the tax will be deducted at a higher rate of 20%.
b. Non-resident shareholders can avail beneficial rates under tax treaty between India
and their country of residence, subject to providing necessary documents i.e. No
Permanent Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate, Form 10F, any other document which may be required to avail the tax
treaty benefits by sending an email to cs@tycheindustries.net. The aforesaid
declarations and documents need to be submitted by the shareholders latest by
September 23, 2021 5:00 p.m. IST.
13. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12 May 2020,
Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic
mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2020-21 will also be
available on the Company’s website www. tycheindustries.net, websites of the Stock
Exchanges i.e. BSE Limited at www.bseindia.com,and on the website of CIL Securities
Limited, at https://www.cilsecurities.com.
14. Securities and Exchange Board of India (“SEBI”) has mandated those securities of listed
companies can be transferred only in dematerialised form w.e.f. 1 April 2019. Accordingly,
the Company & Company’s RTAs have stopped accepting any fresh requests for transfer of
shares in physical form. Members holding shares in physical form are requested to avail of
the facility of dematerialisation before initiating transfer of shares. Members holding shares
in physical mode are requested to submit their Permanent Account Number (PAN) and
bank account details to the Company / CIL Securities if not registered with the Company/
CIL Securities Limited, as mandated by SEBI, by writing to the Company at
cs@tycheindustries.net or to CIL Securities Limited at rta@cilsecurities.com along with the
details of Name & Folio no., self-attested copy of PAN card, self-attested scanned copy of
Aadhaar Card / Passport /Driving Licence / Election Identity Card, bank details viz name of
the Bank and branch address, Bank account number, IFSC & MICR details and a cancelled
cheque and also further advised to register nomination in respect of their shareholding in
the Company. Non-Resident Indian members are requested to inform CIL Securities Limited
/ respective DPs, immediately of any change in their residential status on return to India for
permanent settlement by submitting particulars of their bank account maintained in India
with complete name, branch, account type, account number and address of the bank with
pin code number, if not already furnished.
15. Pursuant to Section 72 of the Act, Members are entitled to make a nomination in respect of
shares held by them. Members desirous of making a nomination, pursuant to the Rule 19(1)
of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their
requests in Form No. SH-13, to the RTA of the Company. Further, Members desirous of
cancelling/ varying nomination pursuant to rule19(9) of the Companies (Share Capital and
Debentures) Rules, 2014, are requested to send their requests in Form No. SH-14, to the
RTA of the Company.
16. In terms of Section 108 of the Act read with the Companies (Management and Administration)
Rules, 2014 and asper the requirements of SEBI Listing Regulations, the Company is
providing the facility to its Members holdingshares in physical or dematerialised form as on
the cut-off date, i.e. 23 September 2021, to exercise their right to voteby electronic means
on any or all of the agenda items specified in the accompanying Notice of AGM.
17. For receiving all communication (including Annual Report) from the Company electronically:
a) Members holding shares in physical mode and who have not registered / updated
their email address withthe Company are requested to register / update the same by
writing to the Company with details of folionumber and attaching a scan copy of share
certificate(front and back), self-attested scanned copy of PANcard, self-attested scanned
copy of Aadhaar Card /Passport / Driving Licence / Election Identity Card to
einward.cs@tycheindustries.net forregistering email address.
b) Members holding shares in dematerialised mode arerequested to register/update their
email addresseswith the relevant Depository Participant.
18. Members attending the AGM through VC / OAVM shall be counted for the purpose of
reckoning the quorum under Section 103 of the Act.
19. In terms of the provisions of Section 152 of the Act, Mr. Sandeep Gokaraju,Directors retire
by rotation at this AGM. Nomination andRemuneration Committee and the Boardof Directors
of the Company commend their respective re-appointments. Brief resume of Directors who
areproposed to be re-appointed, nature of their expertise inspecific functional areas, names
of the companies in whichthey hold directorships and membership/chairmanshipsof Board
Committees and shareholding in the Companyas stipulated under Securities and Exchange
Board ofIndia (Listing Obligations and Disclosure Requirements)Regulations, 2015 and
Secretarial Standard on GeneralMeetings issued by ICSI are forming part of the Notice and
appended to the Notice.
20. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this
Notice.
21. The Company has appointed M/s CIL Securities Limited, Registrar and Transfer Agents, to
provide VideoConferencing facility for the Annual General Meeting and the attendant
enablers for conducting of the AGM.
11 23rd Annual Report 2020-21
TYCHE INDUSTRIES LIMITED
22. Pursuant to the provisions of the circulars of MCA onthe VC/OVAM, Members can attend
the AGM throughlog in credentials provided to them to connect to Videoconference. Physical
attendance of the Members at theMeeting venue is not required.
23. Members are requested to address all correspondences, including dividend matters to the
Registrar &Share Transfer Agent - CIL Securities Limited at 214, RaghavaRatna Towers,
Chirag Ali Lane, Abids, and Hyderabad-500 001.
24. The members holding shares in identical order of names in more than one folio are requested
to write to the Company/RTA enclosing their Share Certificates to enable the Companyto
consolidate their holdings in one folio for better services.
25. In case of joint holders, the Member whose name appears as the first holder in the order of
names as per the Register of Members of the Company will be entitled to vote at the AGM.
26. The Securities and Exchange Board of India (SEBI) has mandated the submission
ofPermanent Account Number (PAN) by every participant in the securities market. Members
holding shares in electronic form are, therefore, requested to submit theirPAN details to
their respectiveDepository Participant(s). Members holding shares in physical form shall
submit their PAN details to the Registrar & Share Transfer Agent – CIL Securities Limited.
27. Non-Resident Indian members are requested to inform the Company’s Registrar & Share
Transfer Agents, immediately of any change in their residential status on return to India for
permanent settlement, their bank account maintained in India with complete name, branch,
account type, account number and address of the bank with pin code, if the details are not
furnished earlier.
28. Voting through electronic means
CDSL e-Voting System – For Remote e-voting and e-voting during AGM
1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the
general meetings of the companies shall be conducted as per the guidelines issued by the
Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular
No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020 and January 13,
2021. The forthcoming AGM will thus be held through video conferencing (VC) or other
audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing
AGM through VC/OAVM.
2. 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 & Disclosure Requirements) Regulations 2015 (as amended),
and MCA Circulars dated April 08, 2020, April 13, 2020, dated May 05, 2020 and January 13,
2021the Company is pleased to provide facility of remote e-voting to its Members in respect
of the business to be transacted at the 23rd Annual General Meeting. 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’s 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.
3. 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 at least 1000members 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.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for
the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to MCA Circular No. 14/2020 dated April 08, 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.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13,
2020, the Notice calling the AGM is being uploaded on the website of the Company at
www.tycheindustries.net. The Notice can also be accessed from the websites of the Stock
Exchange i.e., BSE Limited at www.bseindia.com. The AGM Notice is also hosted on the
website of CDSL (agency for providing the e-Voting facility and e-voting system during the
AGM) i.e.www.evotingindia.com.
7. The AGM is being convened through VC/OAVM in compliance with applicable provisions
of theCompanies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and
MCA Circular No.17/2020 dated April 13, 2020 , MCA Circular No. 20/2020 dated May 05,
2020 and January 13, 2021.
8. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and
after due examination, it has been decided to allow companies whose AGMs were due to
be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or
before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of
the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING
AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
(i) The voting period begins on Monday 27th September 2021(9.00 a.m.) and ends on
Wednesday,29th September 2021 (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 23rd September 2021 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 09.12.2020, 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
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders through their existing user id and password. Option will be made
holding available to reach e-Voting page without any further authentication.
securities in The URL for users to login to Easi / Easiest arehttps://
Demat mode web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com
with CDSL and click on Login icon and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-
Voting option for eligible companies where the evoting is in progress
as per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all
e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so
that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at https://web.cdslindia.com/myeasi/Registration/
EasiRegistration
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
14 23rd Annual Report 2020-21
TYCHE INDUSTRIES LIMITED
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. CDSL and NSDL
(v) Login method for e-Voting and joining virtual meeting for shareholders other than indi-
vidual shareholders holding in Demat form & physical shareholders.
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 Shareholders holding shares in Demat Form other than individual and
Physical Form
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.
DOB Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
as recorded in your demat account or in the company records in order to
login.
Dividend • If both the details are not recorded with the depository or company,
Bank please enter the member id / folio number in the Dividend
Details Bank details field as mentioned in instruction (v).
(xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting
• 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 helpdesk.evoting@cdslindia.com.
• 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 should be mailed to helpdesk.evoting@cdslindia.com
and on approval of the accounts they would be able to cast their vote.
• 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.
• 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 and to the Company at the email
address viz cs@tycheindustries.net, if they have voted from individual tab & not uploaded
same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGMTHROUGH VC/OAVM & E-
VOTING DURING MEETING ARE AS UNDER:
1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as
the instructions mentioned above for Remote e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will
be displayed after successful login as per the instructions mentioned above for Remote e-
voting.
3. 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/EGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better
experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed
to avoid any disturbance during the meeting.
6. 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.
7. 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 atleastSeven days
prior to meeting mentioning their name, demat account number/folio number, email id,
mobile number at cs@tycheindustries.net. The shareholders who do not wish to speak
during the AGM but have queries may send their queries in advance Seven days prior to
meeting mentioning their name, demat account number/folio number, email id, mobile
number at cs@tycheindustries.net. These queries will be replied to by the company suitably
by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.
9. 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.
10. 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.
1. 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 Secretary cs@tycheindustries.net and RTA at rta@cilsecurities.com.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective
Depository Participant (DP)
3. 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 helpdesk.evoting@cdslindia.com or contact at
022-23058738 and 022-23058542/43.
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
on 022-23058542/43.
These details and instructions form an integral part of the Notice for the Annual General
Meeting to be held on 30thSeptember, 2021.
(A) General:
(a) Once the vote on a resolution in cast by the shareholder, he shall not be allowed to
change it subsequently.
(b) The voting rights of the shareholders shall be in proportion to their shares of the paid-
up equity share capital of the Company as on the cut-off date of 23rdSeptember, 2021.
(c) Any person, who acquires shares of the Company and become member of the Company
after dispatch of the notice and holding shares as of the cut-off date i.e.23rdSeptember,
2021, may obtain the login ID and password by sending a request at
helpdesk.evoting@cdslindia.com.
However, if you are already registered with CDSL for remote e-voting then you can
use your existing user ID and password for casting your vote. If you forgot your
password, you can reset your password by using “Forgot User Details/Password” option
available on www.evotingindia.com.
(d) A member may participate in the AGM even after exercising his right to vote through
remote e-voting but shall not be allowed to vote again at the AGM.
(e) A person, whose name is recorded in the register of members or in the register of
beneficial owners maintained by the depositories as on the cut-off date only shall be
entitled to avail the facility of remote e-voting as well as voting at the AGM through
ballot paper.
(f) CS D. Renuka, Practising Company Secretary, Hyderabad has been appointed as the
Scrutinizer for providing facility to the members of the Company to scrutinize the voting
and remote e-voting process in a fair and transparent manner.
(g) The Results of the e-voting along with the scrutinizer’s report shall be placed in the
Company’s website www.tycheindustries.net and on the websiteof CDSL immediately
after the declaration of results by the Chairman or a person authorised by him in writing.
The results will also be immediately communicated to the Stock Exchange where the
shares of the company are listed.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013
Item No. 4
In terms of the provisions of Section 148 of the act and rules made thereunder, the Company
is required to maintain cost audit records and have the same audited by a Cost Auditor.
Based on the recommendation of Audit Committee, the Board of Directors at its meeting
held on 29thJune, 2021, appointed Mr.SativadaVenkatRao, as Cost Auditor for conducting
the cost audit for the financial year ending 31st March, 2022,on a remuneration of Rs.30,
000/- p.a (Rupees Thirty Thousand only) excluding taxes as may be applicable, in addition
to reimbursement of all out-of-pocket expenses.
Rule 14 of Companies (Audit and Auditors) Rules, 2014 as amended, requires that the
remuneration payable to the cost auditor be ratified by the Members.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set
out at Item No.4 of the Notice for approval of the remuneration payable to the Cost Auditors
for the financial year ending March 31, 2022.
The Directors recommend that the remuneration payable to the Cost Auditor in terms of
the resolution set out at Item No. 4 of the accompanying Notice be ratified by the Members.
Item No.5
Pursuant to the recommendation of the Nomination and remuneration Committee and the
Board of Directors, MrVenkataraju Gupta Kollepalli was appointed as an Additional Director
(Non Executive) of the Company w.e.f. 12thFebruary 2021, by the Board of Directors at their
meeting held on 12thFebruary 2021 under Section 161 of Companies Act 2013 and whose
office cease to effect till this Annual General Meeting.
A notice under Section 160 of the Companies Act,2013 is received from a member of the
Company proposing candidature of Mr Venkataraju Gupta Kollepalli.The Company also
received from Mr Venkataraju Gupta Kollepalli consent in writing to act as Director in Form
DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors)
Rules,2014; (ii) Intimation in Form DIR-8 pursuant to terms of the Companies (Appointment
& Qualification of Directors) Rules,2014,to the effect that he is not disqualified as per Section
164(2) of Companies Act,2013;
The Board of Directors of the Company, on the basis of the recommendation of the N&RC,
have reviewed the profile of Mr Venkataraju Gupta Kollepalli the Board is of opinion that he
is fit and is a person of integrity, and has the necessary knowledge, experience and expertise
for being appointed as Non Executive Director. Considering his vast expertise and knowledge
in the field of accounting & finance, it would be in the interest of the Company that Mr
Venkataraju Gupta Kollepalliis appointed as an Non Executive Director on the Board of the
Company. He is not debarred from holding the office of the Director pursuant to order of
SEBI or any other authority.
The Resolution set out at Item No 5 of the notice is put forth for consideration of the members
as an Ordinary Resolution pursuant to Section 149 read with Schedule IV of the Companies
Act, 2013 for appointment of Mr.Venkataraju Gupta Kollepallias as Non executive (Non
independent) Director of the Company.
Item No.6
Mr. G.Ganesh Kumar was appointed as Managing Director of the Company. The terms of
appointment and remuneration were approved by the Members vide resolution passed at
the 19th Annual General Meeting of the Company held on September 29, 2017. In recognition
of the leadership and strategic guidance provided by Mr. G Ganesh Kumar to the Company
as Executive Chairman over the last couple of years, and to ensure that the overall
remuneration payable to him shall not exceed the limits of remuneration approved by the
Members of the Company, Nomination and Remuneration Committee and the Board of
Directors have, at the meeting held on September 6, 2021, approved revision in the terms
of remuneration payable to Mr. G Ganesh Kumar, in accordance with the provisions contained
in Section 196, 197, 198 and 203 of the Companies Act, 2013, subject to the approval of
Members of the Company. In this regard, it is proposed to revise the remuneration payable
to Mr. G Ganesh Kumar at fix salary of Rs. 2,00,000 (Rupees Two Lakhs only) Per Month.
Members may note that the proposed revision is only enabling in nature and for the purpose
of providing absolute clarity, the Fixed Salary may include one-time payouts, if any,. Further,
Mr. G Ganesh Kumar shall also be entitled to Commission Maximum up to at the rate of 5%
of the incremental consolidated net profits of the Company for the full year payable on an
annual basis or quarterly basis as may be determined by the Board of Directors, Nomination
and Remuneration Committee. The revision in terms of remuneration shall be effective
from the date of approval of the resolutions at Item No. 6 by the Members. Apart from the
revision in terms of remuneration stated in the resolutions at Item No. 6, the other terms
and conditions of appointment of Mr.G Ganesh Kumar, as previously approved by the
shareholders at the 19th Annual General Meeting of the Company held on September 29,
2017, shall remain unchanged and continue to be effective. In accordance with the provisions
contained in Section 196, 197, 198 and 203 of the Companies Act, 2013, read with Schedule
V and applicable rules, approval of the Members is requested by way of a Special Resolution
for the revised terms of remuneration of Mr. G Ganesh Kumar as stated in the resolution at
Item No. 6. A brief profile of Mr. G Ganesh Kumar is provided at Annexure to this Notice.
Except Mr.G Ganesh Kumar and Mr.G Sandeep, and/or their relatives, none of the Directors
and Key Managerial Personnel of the Company and/or their relatives are concerned or
interested, financially or otherwise, in the resolution set out at Item No. 6. The Board of
Directors recommends the resolution proposing the revision in the terms of remuneration
of Mr.G Ganesh Kumar, as set out in Item No. 6 for approval of the Members by way of a
Special Resolution.
Item No.7
Mr. G.Sandeep was appointed as Executive Director of the Company. The terms of
appointment and remuneration were approved by the Members vide resolution passed at
the 22nd Annual General Meeting of the Company held on September 30, 2020. In recognition
of the overall operational guidance provided by Mr. G Sandeep to the Company as Executive
Director , and to ensure that the overall remuneration payable to him shall not exceed the
limits of remuneration approved by the Members of the Company, Nomination and
Remuneration Committee and the Board of Directors have, at the meeting held on September
6, 2021, approved revision in the terms of remuneration payable to Mr. G Sandeep, in
accordance with the provisions contained in Section 196, 197 and 198 of the Companies
Act, 2013, subject to the approval of Members of the Company. In this regard, it is proposed
to revise the remuneration payable to Mr. G Sandeep to revise entitled to Commission
Maximum up to at the rate of 5% of the incremental consolidated net profits of the Company
for the full year payable on an annual basis or quarterly basis as may be determined by the
Board of Directors, Nomination and Remuneration Committee. The revision in terms of
remuneration shall be effective from the date of approval of the resolutions at Item No. 7 by
the Members. Apart from the revision in terms of remuneration stated in the resolutions at
Item No. 7, the other terms and conditions of appointment of Mr.GSandeep, as previously
approved by the shareholders at the 22ndAnnual General Meeting of the Company held on
September 30, 2020 and resolution passed by board of director on 10th November 2020,
shall remain unchanged and continue to be effective. In accordance with the provisions
contained in Section 196, 197, and198 of the Companies Act, 2013, read with Schedule V
and applicable rules, approval of the Members is requested by way of a Special Resolution
for the revised terms of remuneration of Mr. G Sandeep as stated in the resolution at Item
No. 7. A brief profile of Mr. G Sandeep is provided at Annexure to this Notice. Except Mr.
Mr. G Sandeep, andG Ganesh Kumar and/or their relatives, none of the Directors and Key
Managerial Personnel of the Company and/or their relatives are concerned or interested,
financially or otherwise, in the resolution set out at Item No. 7. The Board of Directors
recommends the resolution proposing the revision in the terms of remuneration of
Mr. G Sandeep, as set out in Item No. 7 for approval of the Members by way of a Special
Resolution.
ADDITIONAL INFORMATION
(As per Regulation 36(3) of SEBI (LODR) Regulation 2015)
As required under the Listing Regulations, the particulars of Directors
who seek appointment/re-appointment are given below:
Age 37 yrs
Din 06608065
Brief resume and expertise in specific He has industrial experience more than 10years in the fields of Marketing
functional areas of Pharmaceutical products, New Product Development, Finance,
Regulatory affairs and overall management.
DIRECTOR’S REPORT
To
The Members,
Tyche Industries Limited
Your Directors presents the 23rd Annual Report together with the Audited Accounts of the
Company for the financial year ended 31st March, 2021.
Financial Results:
(Rupees in Crores)
Particulars Current Year Previous Year
ended on ended on
31/03/2021 31/03/2020
Total Income (Including Other Income) 82.98 77.38
Less: Expenditure
(before Finance Cost & Depreciation) 53.53 52.31
Profit before Finance Cost & Depreciation 29.45 25.07
Less: Finance Cost 0.0075 0.01
Profit before Depreciation and Tax 29.44 25.06
Less: Depreciation 1.72 1.73
Profit before tax after Depreciation 27.72 23.33
Less: Exceptional Item 0.99 0.00
Profit / Loss before tax 26.73 23.33
Less: Provision for Tax
- Current Tax 6.73 6.03
- Deferred Tax 0.02 (0.26)
Profit after Tax 19.98 17.56
Other Comprehensive Income -0.15 -
Total Comprehensive Income 19.83 17.56
Add: Balance brought forward from the Previous Year 60.55 43.94
Appropriations
Dividend Paid* 1.02 0.51
Dividend Tax Paid* 0.00 0.11
Transfer to General Reserve* 0.30 0.30
Adjustment to Reserves -0.15 -0.03
(+/-)Excess/ Short Provision 0.00 0.00
Balance carried to Balance Sheet 79.19 60.55
* Recommended by board, subject to approval of shareholders in the annual general meeting.
Review of Operations :
During the year, your Company has achieved a total income of Rs.82.98Crores as against
Rs.77.38Crores in the previous year and earned a net profit of Rs.19.83Crores (Previous
Year Rs.17.56Crores) after providing Income Tax and Deferred Tax of Rs.6.75Crores (Previous
Year Rs.5.77Crores).
26 23rd Annual Report 2020-21
TYCHE INDUSTRIES LIMITED
Your directorsalways work with a focus to build a sustainable business model which would
add value to all stakeholders over the years to come. The Board of Directors opine that the
present and future market scenario of Pharma Sector will be good as discussed in detail in
Management Discussion and Analysis.
Management Discussion & Analysis:
Various business aspects including market conditions, business opportunities, challenges
etc. have been discussed at length in the Management Discussion and Analysis (MD&A),
which forms part of this Annual Report.
Dividend:
Your Directors have recommended a dividend of Re.1per fully paid equity share for the
year ended 31st March, 2021 being 10% of the fully Paid-up Equity Capital of the Company.
The dividend, if approved at the ensuing Annual General Meeting will be paid to those
members, whose names appear on the Company’s Register of Members on 23rdSeptember,
2021. The total amount of outgo on account of this will be Rs.1.02 Crores towards dividend.
The dividend would be tax in the hands of the shareholders.
Directors:
a) Directors:
In accordance with the provisions of the Companies Act, 2013, Mr G Sandeep Kumar, Director
of the Company will retire by rotation at the ensuing Annual General Meeting of the company.
Brief resume of Directors proposed to be appointed/re-appointed as stipulated under SEBI
(LODR) Regulations, 2015 entered with the Stock Exchanges are given in the Notice
convening 23rdAnnual General Meeting.
b) Board Meetings:
During the year, Seven board meetings were held, with gap between meetings not exceeding
the period prescribed under the 2013 Act. Details of Board and Board Committee Meetings
held during the year are given in the Corporate Governance Report.
Board Meeting dates are finalised in consultation with all Directors and agenda papers
backed up by comprehensive notes and background information are circulated well in
advance before the date of the meeting thereby enabling the Board to take informed
decisions. A detailed presentation is also made to apprise the Board of important
developments in industry, segments, business operations, marketing, products etc.
c) Key Managerial Personnel:
Mr. G. Ganesh Kumar, Managing Director of the Company.
Mr. Y Srinivas Rao,Chief Financial Officer
Mr. Satya Ranjan Jena, Company Secretary and Compliance Officer
d) Declaration from Independent Directors”
Mr.BoosaEshwar, Mr SaiSudhakarPanchakarla and Mrs P Vijaya Lakshmi are Independent
Directors of the Company. In terms of Section 149 and 152 of the Companies Act, 2013
these Independent Director of the Company shall not retire by rotation.The independent
directors have submitted the declaration of independence stating that they meet the criteria
of independence as prescribed in sub-section (6) of Section 149 of the Companies Act,
2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
e) Independent Directors familiarisation programme:
As per the requirements under the (Listing Obligations and Disclosure Requirements)
Regulations 2015, the Company undertook Directors Familiarisation Programme for
Independent Directors in order to familiarise them with business model, management
structure, product portfolio, industry overview, manufacturing operations, internal control
system and operations, FOREX management, risk management framework, functioning of
various divisions, HR Management etc.
f) Performance Evaluation of Board, Committees and Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligation and
Disclosure Requirements), Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance and of the Independent Directors on
parameters such as level of engagement, contribution, independent judgement, safeguarding
the interest of the Company and its minority shareholders etc. The performance evaluation
of the Chairman and Non Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process as well as
the evaluation of the working of its committee, information needs of the Board, execution
and performance of specific duties, obligation and governance.
g) Policy on appointment and remuneration of Directors:
The Board has on the recommendation of Nomination & Remuneration Committee
formulated criteria for determining Qualifications, Positive Attributes and Independency of
a Director as also a policy for remuneration of Directors, Key Managerial Personnel and
Senior Management. The details of criteria laid down and the Remuneration policy are
given in the Corporate Governance Report.
h) Statutory Auditors:
The Company’s Statutory Auditors, M/s. SURYAM & CO, Chartered Accountants (Firm
Registration No. 012181S)were appointed as the Statutory Auditors of the Company for a
period of 5 years at the 19th Annual general Meeting of the Company,i.e. up to the conclusion
of 24thAnnual General Meeting of the Company.
Accordingly, M/s. SURYAM & CO, Chartered Accountants,Statutory Auditors of the Company
will continue till the conclusion of Annual General Meeting to be held 2022.In this regard,the
Company has received a certificate from the Auditors to the effect that their continuation as
Statutory Auditors,would be in accordance with the provisions of Section 141 of the
Companies Act 2013.
i) Secretarial Auditors& Secretarial Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
on the internal audit report and review by the Audit Committee, process owners undertake
necessary actions in their respective areas. The Internal Auditors have expressed that the
internal control system in the Company is robust and effective.
The Board has also put in place requisite legal compliance framework to ensure compliance
of all the applicable laws and that such systems are adequate and operating effectively.
m) Transfer to Reserves:
Your Company proposes to transfer Rs.0.30 Crores to the General Reserve out of the amount
available for appropriations.
n) Material Changes:
An accident occurred in the factory premises of the company at Kakinada on 11th March,
2021. This had resulted in loss of lifes of 2 employees and damaged a section of the plant
and machinery in a block. The factory was colosed temporarily from 13th March based on
the prohibitory order issued by the Jurisdictional Deputy Chief Inspector of factories. The
partial relaxation to such prohibitory orders were issued on product-by-product basis. There
have been no other major material changes and commitments affecting the financial position
of the Company to since the close of financial year i.e., since 31stMarch, 2021. Further, it is
hereby confirmed that there has been no major change in the nature of business of the
Company. The Company continues to operate only in one segment i.e. Bulk drugs.
Directors Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Board
of Directors of the Company hereby state that:
i. In the preparation of the annual accounts for the year ended 31stMarch, 2021, the
applicable accounting standards read with requirements set out under Schedule III to
the Act, had been followed and there are no material departures from the same;
ii. The Directors had selected such accounting policies and applied them consistently
and made judgments 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, 2021 and
profit of the company for thatperiod;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors hadprepared the annual accounts on a "Going Concern" basis.
v. The Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009;( Not Applicable to the Company during the Audit Period) ;
f) The Securities and Exchange Board of India (Depositories Participate) Regulations 2018-
Complied with event based disclosures, and
g) The Securities and Exchange Board of India(Listing Obligations and Disclosure
Requirements) Regulations 2015
I further report that, having regard to the compliance system prevailing in the Company and on
examination of the relevantdocuments and records in pursuance thereof, on test-check basis,
the Company has complied with thefollowing laws applicable specifically to the Company:
• Drugs and Cosmetics Act, 1940.
• Food and Drug Administration licensing terms and conditions etc.
• The Air (Prevention & Control of Pollution) Act, 1981;
• The Environment (Protection) Act, 1986;
I have also examined compliance with the applicable clauses of the following:
I) Secretarial Standards issued by The Institute of Company Secretaries of India with respect
to Board meetings and general meetings;
II) The Listing Agreements entered into by the Company with the BSE Limited, Mumbai.
During the period under review, the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above except in respect of matters
specified below.
The Company has received notice from the Stock Exchange Mumbai for theNon-compliance
with the requirements pertaining to the composition of the Board under Regulation 17(1) of the
SEBI (LODR) Regulations, 2015. The company has complied with the provisions and disclosed
the same to the exchange and in this matter Company's representation was made for waiver of
fine and in reply on 23.06.2021 Stock Exchange Mumbai waived the same.
I further report that
the Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is 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.
The minutes of the Board meetings have not identified any dissent by members of the Board;
hence I have no reason to believe that the decisions by the Board were not approved by all the
directors present.
It is to be noted that for the Audit period, the following Acts are not applicable.
a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations,2009; (Not Applicable to the Company during the Audit Period)
b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999. (Not Applicable to the Company during the Audit
Period);
c) 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 to the Company during the Audit Period)
d) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998; ;( Not
Applicable to the Company during the Audit Period)
I further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
The compliance by the Company of applicable financial laws like Direct and Indirect tax laws has
not been reviewed thoroughly in this audit since the same have been subject to review by statutory
financial audit and other designated professionals.
SD/-
D. RENUKA
Company Secretary in practice.
ACS No. 11963
C P No. 3460
UDIN No: A011963C000905636
Place: Hyderabad
Date: 06.09.2021
Annexure A
To
The Members
Tyche Industries Limited
Hyderabad
My Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company.
My responsibility is to express an opinion on these secretarial records based on our audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification
was done on test basis to ensure that correct facts are reflected in secretarial records. I
believe that the processes and practices, I followed provide a reasonable basis for my
opinion.
3. I have not verified the correctness and appropriateness of financial records and books of
accounts of the company.
4. Where ever required, I have obtained the Management representation about the compliance
of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. My examination was limited to the verification
of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company
nor of the efficacy or effectiveness with which the management has conducted the affairs
of the company.
SD/-
D. RENUKA
Company Secretary in practice.
ACS No. 11963
C P No. 3460
UDIN No: A011963C000905636
Place: Hyderabad
Date: 06.09.2021
Annexure-II
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company
with related parties referred to in sub-section 188 of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto.
Annexure III
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company:
The Company has set high ethical standards for all its dealings and believes in inspiring
trust and confidence. We strongly believe that, we exist not only for doing good business,
but equally for the betterment of the Society. The Company has implemented its CSR policy/
charter to focus on the following areas inter-alia:
• Happy Childhood;
• Health;
• Education;
• Environmental Sustainability; and
• Promoting Sports, Art and Culture etc.
2. Composition of CSR Committee:
Sr. Name of Director Designation / Number of Number of
No. Nature of Directorship meetings of meetings of
CSR CSR
Committee Committee
held during attended
the year during
the year
1 Mr Boosa Eshwar Chairperson-Non Executive 1 1
Independent Director
2 Mr Sai Sudhakar Member-Non Executive 1 1
Panchakarla Independent Director
3 Mr G Ganesh Kumar Member-Executive Director 1 1
3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved
by the board are disclosed on the website of the Company:
The web links are as under:www.tycheindustries.net
4. 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:
S. No. Financial Year Amount available for Amount required to be
set-off from preceding setoff for the financial years,
for the financial year, if( any) if any(in )
1 2019-20 964490 964490
40 23rd Annual Report 2020-21
TYCHE INDUSTRIES LIMITED
6. Average net profit of the Company as per Section 135(5): 1401.23 lakh.
7. (a) Two percent of average net profit of the Company as per section 135(5): 28.02 lakh.
(b) Surplus arising out of CSR projects or programmes or activities of the previous financial
years: Nil.
(c) Amount required to be set off for the financial year, if any: 9.64 lakh
(d) Total CSR obligation for the financial year (7a+7b-7c): 18.38 lakh.
8. (a) CSR amount spent or unspent for the financial year:
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
42
S. Name of Item Local Location of Amount Mode of Mode of Implementation -
No. the from the area the project spent in the Implementa- Through Implementing Agency
Project list of (Yes/ current tion - Direct
activities No) financial Year (Yes/No)
in (` in lakh)
Schedule
VII to the
TYCHE INDUSTRIES LIMITED
Act
State Dis- Name CSR
trict Registration
number
1 State xii Yes AP Guntur 10.00 Yes NA
Disaster (Disaster
Manag- Manag-
ement ement )
Fund
9. (a) Details of Unspent CSR amount for the preceding three financial years
9. (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding
financial year(s):
Not Applicable
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: Not Applicable
11. Specify the reason(s), if the company has failed to spend two per cent of the average net
profit as per section 135(5): Your Company during FY 2020-21 has already spent an amount
of ` 10.00 lakhs on Disaster Management fund,Andhra Pradeshand amount of 9.64 lakhs is
set off from preceding financial year. In doing so, an amount of 8.35 lakhs remained unspent
but the company has transferred 8.40 lakhs to PM Cares Fund on dated 4th September, 2021.
Your Company believes in ‘Giving back to the Society’ and is fully committed towards
fulfilling its CSR obligation.
Annexure-IV
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. The ratio of remuneration of each director to the median remuneration of the employees of
the Company for the financial year:
* Mr Suryanaryana Raju p ceased to be Independent Director of the Company on 12th Feb 2021.
* Mr Venkataraju Gupta Kollepalli was appointed as Additional Director from 12th Feb 2021 and
has not received any commission or sitting fees as he was appointed at the last Board
Meeting of the financial year 2020-21.
2. The percentage increase in remuneration of each Director, Chief Financial Officer; Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year:
Notes:
Mr G Sandeep has been appointed as director with effect from 24thAug 2020.
Mr Suryanaryana Raju p ceased to be Independent Director of the Company on 12th Feb 2021.
Mr Venkataraju Gupta Kollepalli was appointed as Additional Director from 12th Feb 2021 and
has not received any commission or sitting fees as he was appointed at the last Board Meeting
of the financial year 2020-21.
3. The percentage increase in the median remuneration of employees in the financial year
was -8%
4. The number of permanent employees on the rolls of the Company as on March 31, 2021
was 173
5. Average increment of other than the managerial personnel 11.00%
6. Affirmation that the remuneration is as per the remuneration policy of the Company: The
remuneration for MD/KMP/rest of the employees is as per the remuneration policy of the
Company.
B. Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration
of Managerial Personnel)Rules, 2014
i. Details of employee Employed throughout the financial year was in receipt of remuneration
for that year which in the aggregate, was not less than One Crore and Two lakh rupees:
Sl. Name of the Employee Designation Remuneration Nature Qualification Date of Age Last No. of Whether
No. Received Contract/ & Experience commencement of the Emplo- Equity relative
(CTC in lakhs) Permanent in years of employment empl- yment shares of Director
FY 2020-21 oyee held held
before
joining
1. G Ganesh Kumar MD 139.40 Permanent PG in MBA 14.11.1998 50 Nil 14.08 Yes
years lakhs
2. G Sandeep ED 103.00 Permanent B.Tech 01.05.2009 38 Nil 8.42 Yes
years lakhs
ii. Details of employee Employed of the part of the financial year was in receipt of remuneration
for any part of that year at a rate which, in the aggregate, was not less than Eight Lakhs and
Fifty Thousand rupees per month: NIL
Sl. Name of the Employee Designation Remuneration Nature Qualification Date of Age Last No. of Whether
No. Received Contract/ & Experience commencement of the Emplo- Equity relative
(CTC in lakhs) Permanent in years of employment empl- yment shares of Director
FY 2020-21 oyee held held
before
joining
NIL
Annexure-V
Statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo Pursuant to Provisions of Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014
Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, for the year ended 31st March, 2020.
A. Conservation of Energy:
(i) Steps and impact:
• Improved natural illumination to reduce power consumption.
• Arrest leakage in terms of steam, water and compressed air.
• External chemical cleaning of chilled and hot water coils for better heat transfer and
avoid losses.
• The PVC fills of cooling towers have been replaced to improve efficiency.
• During the winter season the ambient condition is used to minimise the running hours
of the chillers.
• Replacement of old energy efficient AHU’s
(ii) Steps taken by the Company for utilising alternate Sources of energy:
Husk is used for boiler by the Company for utilising alternate Sources of energy.
(iii) Capital investment on energy conservation equipment: Rs. Nil
Form - A
Disclosure of particulars with respect to conservation of energy
B. Technology Absorption:
Form - B
Disclosure of Particulars with respect to Technology Absorption
Research & Development (R & D)
1. Specific areas in which R & D carried out by the Company:
Tyche Industries Limited recognises that it operates in competitive business environment.
Thus, Tyche has placed its focus on quality and innovative products in the entire
pharmaceutical value chain – APIs and Intermediates, which are produced at lower costs to
face the challenges in the intense competition.
Our business culture of producing quality, innovative safe pharmaceutical solutions will
continue to be our foundation for growth. Dedicated investment in research and
development, and developing innovative approaches will be the key to our sustainable
growth in the business. We will move forward with a focus to shape and assure our future
by practising the art of reengineering and invention and producing the breakthrough
Pharmaceutical solutions through investment in research and development.
The company has a full-fledged R&D Centre. It has 1 PhD’s and 33B.S.C, B. Pharmacy M.Sc.
Chemists engaged on the scientific work done at the Centre. The company has developed
innovative processes for its new APIs.The company is planning to introduce new API’s
products after carrying extensive research and development in the therapeutic category to
treat diseases namely hyperparathyroid, convulsant, asthma etcin the coming years.
2. Benefits derived as a result of the research and development:
Some of the products developed in R & D are being produced in commercial quantities.
Modification of existing manufacturing processes and reduction in the time cycle for some
of the products has led to reduction in cost of production and consequential benefits which
were passed on to the consumers by way of reduction in prices.
3. Expenditure on R & D: (Amount Rupees in Crores)
Particulars 2020-21 2019-20
Capital Expenditure 0.00 0.00
Recurring Expenditure 0.94 0.61
Total 0.94 0.61
Total R&D Expenditure as a % of Total Turnover 1.21% 0.88%
4. Future plan of action:
Several new products have been identified after a thorough study of the market and the
processes to manufacture these products will be developed in the R&D Lab.
Technology absorption, adaptation and innovation
The Company has not sourced any technology from outside.
Form C:
Foreign Exchange Earnings and Outgo: (Amount Rupees in Crores)
Particulars 2020-21 2019-20
i) Foreign Exchange Earnings:
- FOB value of exports(Net of Freight & Insurance) 36.10 37.19
ii) Foreign Exchange Outgo (CIF):
-Raw materials 4.93 3.91
-Capital Goods 0.00 0.00
-For expenses 0.83 0.93
Registered office:
D. No. C-21/A, Road No.9, Film Nagar,
Jubilee Hills, Hyderabad - 500 096
CIN:L72200TG1998PLC029809
The Company policy is to maintain the optimum combination of Executive and Non-Executive
Director. The Board is chaired by Executive Director.
Notes:
- The Directorships held by directors as mentioned above do not include Alternate
Directorships and Directorships in Foreign Companies, Section 8 Companies and Private
Limited Companies
- Membership/Chairmanship of only the Audit Committee and Stakeholders’ Relationship
Committee of all public Limited Companies has been considered.
- *Mr Venkataraju Gupta Kollepalli has been appointed as director at the last board meeting
of the financial year 2020-21.
- * Mr Penumatsa Suryanarayana Raju had been appointed as the director of the Company
on 24th August 2020 and has resigned from the post of directorship from 12th Feb 2021.
Code of Conduct
The Code of Conduct is available on the website of the Company www.tycheindustries.net.
All Board members and senior management personnel affirm compliance with the Code of
Conduct annually. A declaration signed by the Chairman to this effect placed at the end of
this report.
Adherence to ethical professional conduct is a must for every employee, including Board
members and senior management personnel of Tyche Industries Limited. The Code is
intended to serve as a basis for ethical decision-making in conduct of professional work.
The Code of Conduct enjoins that each individual in the organization must know and respect
existing laws, accept and provide appropriate professional views, and be up right in his
conduct and observe corporate discipline. The duties of Directors including duties as an
Independent Director as laid down in the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 also forms part of the Code of Conduct.
3) MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on 12thFebruary, 2021,carried
out inter alia, the following process:
Evaluation of performance of NonIndependent Directors and the Board of Directors as a
whole; evaluation of performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors and evaluation of the quality, content
and timelines of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties. All the Independent
Directors were present at the Meeting. The Company will organize necessary familiarization
programmes as and when required. The terms and conditions of appointment of the
independent directors are disclosed on the website of the Company.
Terms of Reference:
The Terms of reference of the Audit Committee are as per the guidelines set out in the
Listing Agreement with the Stock Exchange read with Section 177 of the Companies Act,
2013. These broadly includes (i) Develop an annual plan for Committee, (ii) review of financial
reporting processes, (iii) review of risk management, internal control and governance
processes, (iv) discussion on quarterly, half yearly and annual financial statements, (v)
interaction with statutory, internal and cost auditors, (vi) recommendation for appointment,
remuneration and terms of appointment of auditors and (vii) risk management framework
concerning the critical operations of the Company.
In addition to the above, the Audit Committee also reviews the following
• Matter to be included in the Director’s Responsibility Statement.
• Changes, if any, in the accounting policies.
• Formulate a policy relating to remuneration for the Directors and the Senior Management
Employees.
Remuneration Policy:
The Company follows a policy on remuneration of Directors and Senior Management
Employees.
Remuneration of Managing Director and Whole-Time Director;
• At the time of appointment or re-appointment, the Executive Directors shall be paid such
remuneration as may be mutually agreed between the Company (which includes the
Nomination & remuneration Committee and the Board of Directors) and the respective
Executive Director with in the overall limits prescribed under the Companies Act, 2013.
• The remuneration shall be subject to the approval of the Members of the Company in
General Meeting.
• The remuneration of Executive Directors is broadly divided in to fixed and variable
component.
• The fixed compensation shall comprise salary, allowances, perquisites, amenities and
retirement benefits.
In determining the remuneration (including the fixed increment and performance bonus) the
Nomination& Remuneration Committee shall consider the following:
a. The relationship of remuneration and performance benchmarks is clear;
b. Balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals;
c. Responsibility of the Managing Director’s and the industry benchmarks and the current
trends;
d. The Company’s performance vis-à-vis the annual budget achievement and individual
performance.
Remuneration of Non-Executive Directors:
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting
fees, reimbursement of expenses for participation in the Board / Committee meetings. A
Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board
or Committee of the Board attended by him of such sum as may be approved by the Board
of Directors within the overall limits prescribed under the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Independent Directors shall not be entitled to participate in Stock Option Scheme of
the Company, if any, introduced by the Company.
Remuneration of Senior Management Employees:
In determining the remuneration of the Senior Management employees (i.e. KMPs and
Executive Committee Members) the Nomination & Remuneration Committee shall consider
the following:
Details of remuneration paid to Non-Executive during the year ended 31st March, 2021
and shares held by them are as follows: (in Lakhs)
Name of the Director 2020-21 2020-21 No. of
Remuneration Sitting Fees Shares held
Mr Boosa Eshwar NA 2.00 0
Mr Sai Sudhakar panchakarla NA 1.40 0
Mr P Vijaya Lakshmi NA 1.60 0
Mr Suryanarayana Raju
Penumatsa NA 0.67 0
Mr Venkataraju Gupta Kollepalli NA 0 0
The functions of the Committee(s) include to specifically look into redressing investors'
grievances pertaining to:
- Transfer of shares
- Dividends
- Dematerialization of shares.
During the financial year 2020-2021, the Stakeholders’ Relationship Committee met 2 (Two)
times on29thJune,2020, and 08thDec 2020. The composition of the Committee and the
details of meetings attended by each member during the year ended 31st March, 2021 are
as follows:
There were no share transfers pending for registration for more than 15 days as on
31st March, 2021.
D) SHARE TRANSFER COMMITTEE:
To ensure quicker investor services and expeditious of the Share Transfer approvals, this
Committee has been constituted with the following members of the Board as on
31st March 2021.
Name of the member Designation No. of Meetings
Meetings Held Attended
Mr.Sai SudhakarPanchakarla Member 1 1
Mr. G. Ganesh Kumar Member 1 1
Mr.BoosaEshwar Chairman 1 1
The Committee meets on 08th December, 2020 when the memorandum of transfer date is
intimated by the CIL Securities Limited (Registrar and Share Transfer Agent) and accords
its approvals accordingly.
E) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the
Company at its meeting held on 12th Feb 2021, comprising as on 31st March 2021 the
following:
Name of the member Designation No. of Meetings
Meetings Held Attended
Mr. G. Ganesh Kumar Chairman 1 1
Mr.SaiSudhakarPanchakarla Member 1 1
Mr.BoosaEshwar Member 1 1
The said Committee has been entrusted with the responsibility of formulating and
recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on CSR activities.
4) GENERAL BODY MEETINGS:
Annual General Meetings:
Financial Year Date and Time Venue Description of
Special Resolution
passed
2019-2020 30th September 2020 VideoConference/ Nil
at 10.00 a.m Other AudioVisual Means (OAVM)
2018-19 30th September 2019 SagiRamkrishnamRaju Appointment of
at 10.00 a.m Community Hall, Boosa Eshwar
Madura Nagar, Hyderabad–38 (DIN:01879193)
as Independent
Director for
second term.
2017-2018 29th September 2018 SagiRamkrishnamRaju Nil
at 10.00 a.m. Community Hall,
Madura Nagar, Hyderabad–38
Postal Ballot:
No resolution was passed by means of Postal Ballot during the financial year 2019-2020.
None of the businesses proposed to be transacted in the ensuing Annual General Meeting
requires passing a Special Resolution through Postal Ballot.
5) MEANS OF COMMUNICATION:
a) The quarterly, half-yearly and annual financial results of the Company are forwarded
to the BSE Limited, where the Company’s shares are listed and published in English
daily newspaper and Telugu newspaper.
b) The audited financial results and the shareholding pattern are displayed on the
Company’s website at www.tycheindustries.net. The Company also regularly provides
information to the Stock Exchange as per the requirement of Listing Agreement and
updates the same on the Company’s website periodically.
c) The Management Discussion and Analysis is a part of the Annual Report and annexed
separately.
d) The Company has not made any presentations to institutional investors or to the analysts
and has not made any press release during the year under review.
(c) Date of book closure: From 24thSeptember, 2021 to 30th September, 2021 (both days inclusive)
(d) Cut-off date for remote e-voting:
The remote e-voting /voting rights of the shareholders/ beneficial owners shall be reckoned
on the equity shares held by them as on the Cut-off Date i.e. Thursday, 23rd September, 2021.
(e) Dividend payment date:
Dividend shall be paid to all the eligible shareholders on or after 30th Sept 2021 but within
statutory limit.
(f) Unpaid / Unclaimed Dividend:
Pursuant to the provision of Section 125 of the Companies Act, 2013, dividend which remains
unpaid or unclaimed for a period of seven years form the date of its transfer to unpaid
dividend account, is required to transferred by the Company to the Investor Education and
Protection fund, established by the Central Government under the provisions of Section
125 of the Companies Act, 2013.
Shareholders of the Company who have either not received or not en-cashed their dividend
warrants for the financial year 2013-14, 2014-15, 2015-16, 2016-2017, 2017-18, 2018-19 and
2019-20 are requested to claim the unpaid/unclaimed dividend from the Company before
transfer to the fund.
(g) Listing on Stock Exchange : BSE Limited (BSE)
(h) CIN : L72200TG1998PLC029809
Stock Code : 532384
Scrip Id : TYCHE
Demat ISIN : INE443B01012 (Fully paid up)
: IN9443B01010 (Partly paid up)
(i) Listing Fees:
The Company has paid the listing fees for the year 2020-21 to the Stock Exchange where
the shares are listed
(j) Market Price Data: Monthly high and low stock quotations of shares traded on BSE during
the each month of the financial year 2020-21 as compared to BSE Sensex are as follows:
Volume
Share Price of shares of
Sensex
Month (No. of Shares) the Company at BSE* (Rs.)
High Low High Low
OTHER DISCLOSURES:
i. Related Party Transactions:
There are no materially significant related party transactions, i.e., transactions, material in
nature, with its promoters, the directors or the management, their subsidiaries or relatives,
etc. that may potentially conflict with the interests of the Company at large. Details on
materially significant related party transactions as per the requirements of the Accounting
Standard (AS), are disclosed in the Notes to Accounts of the Financial Statements in the
Annual Report. The Board has approved a policy for related party transactions which has
been uploaded on the Company website at http://www.tycheindustries.net/.
ii. Subsidiary Companies:
The Company does not have any Subsidiary Company.
vii. Details of compliance with mandatory requirements and adoption of the non-mandatory
requirements:
Mandatory Requirements:
The Company has complied with all mandatory requirements of SEBI (Listing obligation
and Disclosure Requirements) Regulations, 2015 and is being reviewed from time to time.
Non-mandatory Requirements:
• Shareholders’ Rights: As the quarterly and half yearly financial performance are
published in the newspapers and are also posted on the Company’s website, the same
are not being sent to the shareholders.
• Audit Qualifications:
• The Company’s financial statement for the year ended on 31st March, 2021 does not
contain any audit qualification.
• Reporting of Internal Auditor: The Internal Auditor reports to the Audit Committee.
viii. Certificate from Practicing Company Secretary
The Company has received a certificate from a Company Secretary in practice 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 Board/Ministry of the
Corporate affairs or any such statutory authority.(Annexure-A)
ix. Total Fee paid to the Statutory Auditor
An amount of Rs.2.5 lakh p.a was paid to the statutory auditor for all services provided to
the company.
x. Prevention of Sexual Harassment Policy
The Company is committed to provide a protective environment at workplace for all its
woman employees. To ensure that every woman employee is treated with dignity and
respect and as mandated under “The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal ) Act,2013” the Company has in place a formal policy
for prevention of sexual harassment of its women employees.
During the Financial Year 2020-21, the Status of the Complaint received/solved as follows:
Complaints pending Complaints received Complaints disposed Complaints pending
as on 1st April, 2020 during the year off during the year as on 31st march,2021
0 0 0 0
xi. Code for Prevention of Insider Trading Practices:
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading Regulations), 2015, the Company has laid down a comprehensive Code
of Conduct for prevention of Insider Trading for the Directors, Senior Management, Officers
& Other Employees. The Code lays down guidelines, which advises them on procedures to
be followed and disclosures to be made, while dealing with shares of the Company.
The Company has also formulated a Code of Conduct for Prevention of Insider Trading and
a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
The new guidelines as mandated by SEBI on Insider trading as was adopted and disclosed
in the company website i.e.www.tycheindustries.net.
xi. CEO/CFO Certification:
The CEO & CFO certification on the financial statements as per Regulation 17(8) of (Listing
Obligation Disclosure Requirements) Regulations, 2015, (Annexure B).
xii. Code of Conduct and Certificate on compliance of Corporate Governance:
The Board has adopted a Code of Conduct for the Board of Directors and Senior Management
Personnel of the Company. All Board members and Senior Management Personnel have
affirmed their compliance with the Code of Conduct. A declaration by the Chairman
&Managing Director of the Company affirming the compliance of the same in respect of the
financial year ended on 31stMarch, 2021 by the members of the Board and Senior
Management Personnel, as applicable to them, is also annexed separately to this Annual
Report along with the Certificate on compliance of Corporate Governance under (Listing
Obligations Disclosure Requirements), Regulations, 2015 by the Company. (Annexure C)
xiii. Review of Directors’ Responsibility Statement:
The Board in its report has confirmed that the annual accounts for the year ended
31st March, 2021 have been prepared as per applicable accounting standards and policies
and that sufficient care has been taken for maintaining adequate accounting records.
xiv. Reconciliation of Share Capital Audit Report:
As stipulated by the SEBI, a qualified Company secretary in practise carries out a
reconciliation of share capital audit, to reconcile the total admitted capital with National
Securities Depository Limited and Central Depository Services (India) Limited and the total
issued and listed capital with the Stock Exchange. The audit confirms that the total issued /
paid up capital is in agreement with the aggregate of the total number of shares in physical
forms and the total number of shares in dematerialised form (held with depository). The
audit report is being submitted on quarterly basis to the Stock exchange.
xv. Disclosure of Risk Management:
The Company has initiated the risk assessment and minimization procedure. The Company
has framed the risk assessment and minimization procedure which is periodically reviewed
by the Board.
xvi. Declaration Affirming Compliance of Whistle Blower Policy
To the best of my knowledge and belief, I hereby affirm that no personnel of the Company
have been denied access to the Audit committee during FY 2020-21. The Board has accepted
all the recommendations of the Committee which were mandatorily required.
Ensuring the eligibility of the appointment / continuity of every Director on the Board is the
responsibility of the management of the Company. My responsibility is to express an opinion on
these based on my verification. This certificate is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the management has conducted
the affairs of the Company
Sd/-
D. RENUKA
Company Secretary in practice.
ACS No. 11963
C P No. 3460
Place: Hyderabad UDIN: A011963C000905856
Date: 06th September, 2021
68 23rd Annual Report 2020-21
TYCHE INDUSTRIES LIMITED
Annexure-B
CEO/CFO Certification
To
The Board of Directors
Tyche Industries Limited
We, Mr. G. Ganesh Kumar, Chairman & Managing Director and Mr. Y. Srinivasa Rao, CFO of
M/s Tyche Industries Limited to the best of our knowledge and belief certify that:
1. We have reviewed the Balance Sheet and Statement of Profit and Loss, and all the Notes on
Accounts, as well as the Cash Flow statements for the financial year ended 31st March,
2021.
(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.
2. There are, to the best of our knowledge and belief, no transactions entered into by the
Company during the year are fraudulent, illegal or violative of the Company’s Code of
Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting and we have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of
which we am aware and the steps we have taken or propose to take to rectify these
deficiencies.
4. They have indicated to the auditors and the Audit committee:
(i) Significant changes in internal control over financial reporting during the year;
(ii) Significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
(iii) Instances of significant fraud of which they have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
company’s internal control system over financial
For Tyche Industries Limited
SD/- SD/-
(G. Ganesh Kumar) (Y.Srinivasa Rao)
Chairman & Managing Director CFO
Place: Hyderabad
Date: 06th September, 2021
Annexure-C
PRACTISING COMPANY SECRETARY’S CERTIFICATE ON CORPRATE GOVERNANCE
To,
The Members of
Tyche Industries Limited
I, have examined the compliance of conditions of Corporate Governance by Tyche Industries
Limited (‘the Company’) for the year ended 31st March, 2021, as stipulated under the Securities
and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations,
2015 (‘the Listing Regulations’).
The compliance of conditions of Corporate Governance is the responsibility of management. My
examination was limited to procedures and implementations thereof, adopted by the Company
for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit
nor an expression of opinion on the financial statements of the Company.
In my opinion and to the best of our information and according to the explanations given to us,
we certify that the company has complied with the conditions of Corporate Governance as
stipulated in Listing Regulations except in respect of matters specified below.
The Company has received notice from the Bombay Stock Exchange, Mumbai for the Non-
compliance with the requirements pertaining to the composition of the Board under Regulation
17(1) of the SEBI (LODR) Regulations, 2015. The company has complied with the provisions and
disclosed the same to the exchange and in this matter Company's representation was made for
waiver of fine and in reply on 23.06.2021 Stock Exchange Mumbai waived the same.
I further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
Sd/-
D. RENUKA
Company Secretary in practice.
ACS No. 11963
Place: Hyderabad C P No. 3460
Date: 06th September, 2021 UDIN: A011963C000905801
robust. In the Union Budget 2021-22, the Government increased the spending on healthcare
from 1.2% of the GDP to 2.5% of the GDP. The Government has also taken measures to develop
capacities of primary, secondary, and tertiary healthcare systems, strengthen existing national
institutions, and create new institutions, to cater to detection and cure of new and emerging
diseases. Various performance-linked incentive schemes (PLI schemes) have been rolled out to
make the Indian pharmaceutical industry more self-reliant through indigenous production of key
raw materials and intermediates.
Investments and Recent Developments
The Union Cabinet has given its nod for the amendment of the existing Foreign Direct Investment
(FDI) policy in the pharmaceutical sector in order to allow FDI up to 100 per cent under the
automatic route for manufacturing of medical devices subject to certain conditions. The drugs
and pharmaceuticals sector attracted cumulative FDI inflows worth US$ 15.93 billion between
April 2000 and December 2019, according to data released by the Department for Promotion of
Industry and Internal Trade (DPIIT).
Some of the recent developments/investments in the Indian pharmaceutical sector are as follows:
• In February 2020, the Indian pharmaceutical market grew by 10 per cent year-on-year.
• Between Jul-Sep 2019, Indian pharma sector witnessed 39 PE investment deals worth US$
217 million.
• Investment (as % of sales) in research & development by Indian pharma companies*
increased from 5.3 per cent in FY12 to 8.5 per cent in FY18.
• In 2017, Indian pharmaceutical sector witnessed 46 merger & acquisition (M&A) deals worth
US$ 1.47 billion
• The exports of Indian pharmaceutical industry to the US will get a boost, as branded drugs
worth US$ 55 billion will become off-patent during 2017-2020.
Government Initiatives
Some of the initiatives taken by the government to promote the pharmaceutical sector in India
are as follows:
• The allocation to the Ministry of Health and Family Welfare has increased by 13.1 per cent
to Rs 61,398 crore (US$ 8.98 billion) in Union Budget 2020-20.
• In October 2019, the Uttar Pradesh Government announced that it will set up six pharma
parks in the state and has received investment commitments of more than Rs 5,000-6,000
crore (US$ 712-855 million) for the same.
• The National Health Protection Scheme is largest government funded healthcare programme
in the world, which is expected to benefit 100 million poor families in the country by providing
a cover of up to Rs 5 lakh (US$ 7,723.2) per family per year for secondary and tertiary care
hospitalisation. The programme was announced in Union Budget 2019-19.
• In March 2019, the Drug Controller General of India (DCGI) announced its plans to start a
single-window facility to provide consents, approvals and other information. The move is
aimed at giving a push to the Make in India initiative.
INDUSTRY FUTURE
Medicine spending in India is projected to grow 9-12 per cent over the next five years, leading
India to become one of the top 10 countries in terms of medicine spending. Going forward,
better growth in domestic sales would also depend on the ability of companies to align their
product portfolio towards chronic therapies for diseases such as such as cardiovascular, anti-
diabetes, anti-depressants and anti-cancers that are on the rise. The Indian government has
taken many steps to reduce costs and bring down healthcare expenses. Speedy introduction of
generic drugs into the market has remained in focus and is expected to benefit the Indian
pharmaceutical companies. In addition, the thrust on rural health programmes, lifesaving drugs
and preventive vaccines also augurs well for the pharmaceutical companies.
COMPANY PERSPECTIVE:
TYCHE INDUSTRIES LTD (TIL) has developed good reputation as a quality and reliable
manufacturer and exporter of API’s, Intermediates and Nutraceuticals, the company expects to
develop adequate revenues from these segments in future. TIL is one of the largest manufacturers
in India of Glucosamine Hydrochloride and corresponding sodium and potassium salts which
are mainly exported to USA and Europe.
The overseas Regulatory approvals facilitated entry of the Company into the overseas advanced
regulatory markets. The company has obtained US FDA recognition for its facilities in Kakinada,
and the company has already obtained EU- GMP certification. The company is in the process of
filings for more ANDA’s in the coming future.
SEGMENTWISE OR PRODUCTIONWISE PERFORMANCE
Company's operations are predominantly related to the manufacture of bulk drugs intermediates,
as such there is only one primary reportable segment.
COMPANY’S FINANCIAL PERFORMANCE AND ANALYSIS
The Company’s financial performance and analysis is already discussed in the Directors’ Report
which forms a part of the Annual Report.
FUTURE OUTLOOK
The company has been manufacturing its core products for several years and has built up a
steady clientele. The company has plans to introduce newer products after careful market study.
The management always strives to introduce new products which it hopes will contribute to the
top line and bottom line in the ensuing years by expanding its marketing network to new areas
countries in Africa, Europe, Israel, and Middle East.
RISKS AND CONCERNS
Any business activity is confronted with various risks and an efficient business concern would
take cognizance of the various risks and arrange for taking corrective actions to mitigate the
risks.
Some of the risks are listed below along with the suggested actions for mitigation.
1. COMPETITION:
The competition is mainly from some of the suppliers in India and more so from Global
market including Chinese suppliers. To preserve its market share, the company has
them to enhance their potential and industrial relations have been cordial and mutually beneficial.
As on March 31, 2021 the Company had about173employees.
KEY FINANCIAL RATIOS
Key financial parameters as on 31st March 2021 on the basis of Standalone Financials for the
year ending 31st March 2021 & 31st March 2020 respectively are as follows;
HAZOP recommendations stipulated under such prohibitory order and reported back, on such
compliances to the said authority under Department of Factories, Andhra Pradesh. Management
maintains that submission of such report of the compliances to the said authority, in-itself, is
revocation of the above said original prohibitory order. Further, the management maintains that,
this accident is a one-off incident impacting only a part of the production facilities and does not
have any impact on the going concern status of the company.
The expenses incurred in this regard has been captured as Exceptional item under the Statement
of Profit and Loss account for the year under report.
Management has covered all risks under the insurance policy in place, including the reinstatement
clause in case of any accidents. The concerned insurance company officials are carrying out
their processes, to ascertain the damage. Management is of the view that, no further liability,
apart from the amount provided under exceptional item, shall arise in this matter.
This matter has been taken up suo moto by National Green Tribunal, Principal Bench New Delhi.
The matter is being heard and company shall initiate necessary action as may be required, upon
pronouncement of such order.
Our opinion is not modified in this matter.
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 of the current period. 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. We have determined the
matters described below to be the key audit matters to be communicated in our report.
We draw attention to the following matter of the company
A) Revenue Recognition
Refer to Note 2.2.(A) Of the summary of significant accounting policies to the financial statements.
Revenue from sale of goods is recognized when a promise in a customer contract (performance
obligation) has been satisfied by transferring control over the promised goods to the customer.
Control is usually transferred upon shipment or delivery to or upon receipt of goods by the
customer, in accordance with the delivery and acceptance terms agreed with the customers. We
consider a risk of misstatement of the Financial Statements related to transactions occurring
close to the year end, as these transactions could be recorded in the incorrect financial period
(cut-off). Our tests of detail on cut-off samples were enhanced accordingly and, to verify that
only revenue pertaining to current year is recognized based on terms and conditions set out in
sales contracts and delivery documents, performing testing on selected statistical samples of
revenue transactions recorded during the year. Our opinion is not modified in this regard.
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.
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 of the current
period and are therefore the key audit matters. We describe these matters in our auditors' 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 (Auditors' Report) Order, 2016 (“The Order”), issued by the Central
Government of India in terms of sub-section 11 of Section 143 of the Act, we give in the Annexure-
A a Statement on the matters specified in Paragraph 3 and 4 of the Order, to the extent applicable.
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 Profit and Loss Statement, the Statement of Changes in Equity and
the Cash Flow Statement 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 Rule 7 of the Companies (Indian Accounting
Standards) Rules, 2015 except with regard to the compliance to certain disclosure
requirements under “Ind AS-19-Employee Benefits”, and does not have any impact on the
Financial Statements of the company.
e) On the basis of the written representations received from the directors as on March 31,
2021, taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2021, 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 and the operating effectiveness of such controls, refer to our separate Report in
“Annexure-B”.
g) 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 as at 31st March, 2021
on its financial position in its financial Statements. Refer Note No: 33 of the Financial
Statements.
ii. The Company does not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses
iii. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.
Further, with respect to the matter to be included in the Auditors Report under section 197(16):
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. The remuneration paid to any director is not in excess of the limit laid
down under section 197 of the Act.
For SURYAM & CO.
Chartered Accountants
(FRN : 012181S)
SD/-
(SRINIVAS OLETI)
Place : Hyderabad Partner
Date : 29-06-2021. ICAI M.No.206457
UDIN - 21206457AAAAAD7233
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:
A 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 deteriorat
For SURYAM & CO.
Chartered Accountants
(FRN : 012181S)
SD/-
(SRINIVAS OLETI)
Place : Hyderabad Partner
Date : 29-06-2021. ICAI M.No.206457
UDIN - 21206457AAAAAD7233
89
reserve) Income financial
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021
1. Corporate Information
Tyche Industries Limited is a public company domiciled in India and was incorporated
under the provisions of the Companies Act applicable in India. The registered office of the
Company is located at D.No.C-21/A, Road No.9, Film Nagar, Jubilee Hills, Hyderabad,
Telangana-500096, India. The Company’s shares are listed on the Bombay Stock Exchange
(BSE).
The Company is principally engaged in manufacturing of active pharmaceutical ingredients.
The financial statements for the year ended 31st March, 2021 were approved by the Board
of Directors and authorised for issue on 29th June, 2021.
2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation
a) Statement of Compliance
The Financial statements of Tyche Industries Limited have been prepared and presented in
accordance with Indian Accounting Standards (hereinafter referred to as the “IND AS”) as
notified by the Ministry of Corporate Affairs pursuant to section 133 of the Companies Act,
2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as
amended from time to time, other pronouncements of the institute of Chartered Accountants
of India and guidelines issued by Securities and Exchange Board of India (SEBI).
The company’s Internal Financial Control (IFC) 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 which is being implemented by the company as a continuous
process exercise required for providing reasonable assurance regarding the reliability of
the financial reporting.
Accounting policies not referred to herein otherwise are consistent with Generally Accepted
Accounting Principles in India.
These financial statements comprise the Balance Sheets as at 31st March, 2021 and
31st March 2020, the Statements of Profit and Loss, Statements of Changes in Equity and
the Statements of Cash Flows for the year ended 31st March, 2021 and for the year ended
31st March 2020, and a summary of the significant accounting policies and other explanatory
information (together hereinafter referred to as “Financial Statements”).
The statement of cash flows has been prepared under indirect method.
b) Basis of Measurement
The Company follows the mercantile system of accounting and recognizes incomes and
expenses on accrual basis. The accounts are prepared as a going concern and on historical
cost basis except for the following:
• Certain financial assets and liabilities are measured at fair value or amortised cost.
• Employee defined benefit assets/liability recognised as the net total of the fair value of
plan assets, and actuarial losses/gains, and the present value of defined benefit
obligation
c) Functional & presentation Currency
These financial statements are presented in Indian rupees (Rs), which is also the functional
currency of the Company.
d) Use of estimates:
The preparation of the financial statements in conformity with Ind AS requires management
to make estimates, judgements and assumptions. These estimates, judgements and
assumptions affect the application of accounting policies and the reported amounts of assets
and liabilities, the disclosures of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the period. Accounting
estimates could change from period to period. Actual results could differ from those
estimates. Appropriate changes in estimates are made as management becomes aware of
changes in circumstances surrounding the estimates. Changes in estimates are reflected in
the financial statements in the period in which changes are made and, if material, their
effects are disclosed in the notes to the financial statements.
The key assumptions concerning the future and other key sources of estimation uncertainty
at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are described below.
The Company based on its assumptions and estimates on parameters available when the
financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising that
are beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.
i. Defined employee benefit plan (Gratuity):
The cost of the defined benefit gratuity plan and other accumulated leave entitlement
and the present value of the gratuity obligation and accumulated leave obligation are
determined using actuarial valuations. 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 long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the
appropriate discount rate for plans operated in India, the management considers the
interest rates of government bonds in currencies consistent with the currencies of the
postemployment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specific
countries. Those mortality tables tend to change only at interval in response to
demographic changes. Future salary increases and gratuity increases are based on
expected future inflation rates.
where applicable. Any additional amounts based on terms of agreement entered into with
customers, is recognised in the period when the collectability becomes probable and a
reliable measure of the same is available.
Rendering of services: Milestone payments and Development/Licensing arrangements
Revenues include amounts derived from product Development/licensing agreements. These
arrangements typically consist of an initial up-front payment on inception of the arrangement
and subsequent payments dependent on achieving certain milestones in accordance with
the terms prescribed in the agreement. Non-refundable up-front license fees received in
connection with product out-licensing agreements are deferred and recognised over the
period in which the Company has continuing performance obligations. Milestone payments
which are contingent on achieving certain clinical milestones are recognised as revenues
either on achievement of such milestones, if the milestones are considered substantive, or
over the period the Company has continuing performance obligations, if the milestones are
not considered substantive.
Interest income: Interest income is recognised with reference to the Effective Interest Rate
(EIR) method.
Export benefits, incentives and licenses: Export incentives are recognised as income when
the right to receive credit as per the terms of the scheme is established in respect of the
exports made and where there is no significant uncertainty regarding the ultimate collection
of the relevant export proceeds.
B. Property, Plant and Equipment.
Items of Property, Plant and Equipment, are measured in the financial statements at cost of
acquisition or construction less accumulated depreciation and accumulated impairment.
The cost of an item of property, plant and equipment comprises its purchase price, including
import duties and non-refundable purchase taxes, after deducting trade discounts and
rebates and any costs directly attributable to bringing the asset to the location and condition
necessary for it to be capable of operating in the manner intended by management.
Borrowing costs directly attributable to acquisition or construction of those fixed assets
which necessarily take a substantial period of time to get ready for their intended use are
capitalised.
Subsequent expenditure related to an item of property, plant and equipment is capitalized
only if it enhances the future economic benefits arising from the existing assets beyond its
previously assessed standards of performance.
Measurement of any class of Property, Plant and Equipment, for any subsequent periods
other than initial recognition period is stated adopting Cost model.
C. Borrowing cost
Borrowing cost includes interest incurred in connection with the arrangement of borrowings
and exchange differences arising from foreign currency borrowings to the extent they are
regarded as an adjustment to the interest cost.
D. Depreciation
Depreciation on property, plant and equipment is provided based on straight line basis on
useful lives of assets as prescribed in Schedule II to the Companies Act, 2013. Depreciation
is calculated on a pro-rata basis from the date of installation till the date the assets are sold
or disposed. Land is not depreciated.
Software for internal use, which is primarily acquired from third-party vendors and which
forms integral part of tangible asset, including consultancy charges for implementing the
software, is capitalised as part of the related tangible asset. Subsequent costs associated
with maintaining such software are recognised as expenses. The capitalised costs are
amortized over the estimated useful life of the software or the remaining useful life of the
tangible fixed asset, whichever is lower.
E. Investments:
Investments which are readily realisable and intended to be held for not more than 12
months are classified as current investments. All other investments are classified as long-
term investment. Current investments other than financial assets are carried at the lower of
cost and fair value. Long-term investments other than financial assets are carried at cost
less diminution in value, if any. Investments which are financial assets are valued at their
fair value.
F. Impairment of Assets:
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable
value. An impairment loss is charged to the Statement of Profit and Loss in the year in
which an asset is identified as impaired. The impairment loss recognised in prior accounting
period is reversed if there has been a change in the estimate of recoverable amount. In the
opinion of the Management, during the year there is no impairment loss.
G. Inventories
i. Raw materials, packing materials, stores, spares, consumables are valued at cost, after
providing for obsolescence, if any or Net realizable Value (NRV) whichever is lower.
ii. Work-in-progress, finished goods are valued at cost of raw material plus proportionate
overheads or Net realizable value whichever is lower as mandated by ICAI. Cost includes
all charges incurred for bringing the materials to the location of the manufacturing
facilities.
Net realizable value (NRV) is the estimated selling price in the ordinary course of business,
reduced by the estimated costs of completion to affect such sale.
H. Foreign exchange transactions and translations
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.
Initial recognition: Foreign currency transactions are recorded in the functional currency,
by applying to the foreign currency amount the exchange rate between the functional
currency and foreign currency at the date of the transaction.
Conversion: Foreign currency monetary items are reported at functional currency spot rate
of exchange at the reporting date. ‘Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the exchange rates at the dates of
the initial
transactions. Non-monetary items measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value is determined. The gain or loss
arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item (i.e., translation
differences on items whose fair value gain or loss is recognised in OCI or profit or loss are
also recognised in OCI or profit or loss, respectively).
Exchange differences: Exchange differences arising on the settlement of monetary items
or on reporting monetary items of the Company at rates different from those at which they
were initially recorded during the year, or reported in previous financial statements, are
recognised as income or as expenses in the year in which they arise.
I. Research & Development Expenditure:
Research costs are expensed as incurred. Development expenditures on an individual project
are recognised as an intangible asset when the Company can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be
available for use or sale
• Its intention to complete and use or sell the asset
• Its ability to use or sell the asset
• How the asset will generate future economic benefits
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
Acquired research and development intangible assets that are under development are
recognised as Intangible assets under development. These assets are not amortised, but
evaluated for potential impairment on an annual basis or when there are indications that
the carrying value may not be recoverable. Any impairment is recognised as an expense in
the statement of profit and loss.
J. Government grants and subsidies
Government grants are recognised when there is reasonable assurance that the grant will
be received and all attached conditions will be complied with. When the grant relates to an
expense item, it is deducted from the related expense. When the grant relates to an asset,
it is recognised as deferred income and amortised over the useful life of such assets. The
Non-monetary government grants (like MEIS Scrips) are first recognised at Nominal Value
and then the difference between the sale proceeds and earlier recognised amount is
transferred to statement of profit and loss.
K. Taxes on Income:
Tax expenses for the year comprises of Current tax and deferred tax. Provision for Current
taxes made based on the tax rates and tax laws as applicable to the financial year. Provision
for Deferred tax on account of timing difference is calculated as per Ind AS-12 (“Income
taxes”) prescribed by ICAI on the temporary differences (both taxable and deductible
temporary differences) in carrying amount of the assets and liabilities as at the reporting
date on the carrying value and the amounts used for taxation purposes. Income tax expense
is recognised in the statement of profit and loss except to the extent that it relates to items
recognised in the equity, in which case it is recognised in equity.
L. Employee benefits
Short- term Employee Benefits:
Short-term employee benefits are expensed as and when the service is rendered by
employee. A liability is recognised for the amount expected to be paid if the Company has
a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
Defined Contribution Plan:
The Companies liability towards retirement benefits in the form of Provident Fund and ESIC
are considered as defined contribution plan and the contributions are charged to the
statement of Profit & Loss during the year when the contributions to the respective funds
are due. The company contributes to the employees Provident Fund maintained under
Statutory Provident Fund Scheme.
Defined Benefit Plan:
The Company operates defined benefit plans for gratuity. The cost of providing such defined
contribution is determined using the projected unit credit method (PUCM). The accruing
liability towards Gratuity and other retirement benefits are provided on the basis of Actuarial
Valuation made by an independent Actuary. The Company fully contributes all ascertained
liabilities to the “Tyche Industries Limited Employees Gratuity Trust” (Trust). Trustees
administer contributions made to the Trust through a fund managed by Life Insurance
Corporation of India (LIC). The Actuarial gains and losses are recognised immediately in the
statement of profit and loss account as income or expense.
M. Financial Instruments:
I. Financial Assets:
i. Initial Recognition and Measurement.
All Financial Assets are initially recognized at fair value. Transaction costs that are
directly attributable to the acquisition or issue of Financial Assets, which are not at Fair
Value Through Profit and Loss are adjusted to the fair value on initial recognition.
Purchase and sale of Financial Assets recognized using trade date accounting.
ii. Subsequent Measurement:
• A financial Asset is measured at Amortized Cost if is held within a business model
whose objective is to hold the asset in order to collect contractual cash flows and the
contractual terms of the financial Asset give rise on specified dates to cash flows that
represent solely payments of principal and interest on the principal amount outstanding.
This category is the most relevant to the Company. 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 profit and loss. The losses
arising from impairment are recognised in the statement profit and loss. This category
generally applies to trade and other receivables, Cash and Bank Balances, Deposits
and Loans, etc.
• Financial Assets measured at Fair Value through other Comprehensive Income (FVTOCI)
Financial Assets is measured at FVTOCI if it 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 Assets and the contractual terms of
the Financial Asset give rise on specified dates to cash flows that represents solely
payments of principal and interest on the principal amount outstanding.
• Financial Assets measured at Fair Value Through Profit or Loss (FVTPL)
A financial Asset Which is not classified in any of the above categories are measured
at FVTPL. Financial Assets are reclassified subsequent to their recognition, if the
Company changes its business model for managing those financial assets. Changes in
business model are made and applied prospectively from the reclassification date
which is the first day of immediately next reporting period following the changes in
business model in accordance with principles laid down under Ind AS 109.
This category is generally applied to Investments in equity shares, Investments in units
of mutual funds, derivative instruments, investments primarily held for trading purposes.
iii. Impairment of Financial Assets :
In accordance with Ind AS 109, the company uses Expected Credit Loss (ECL) model,
for evaluating impairment of Financial Assets other than those measured at Fair Value
through Profit and Loss (FVTPL). Expected credit Losses are measured through a loss
allowance at an amount equal to--
• The 12 Months expected credit losses (expected credit losses that result from all those
default events on the financial instrument that are possible within 12 months after the
reporting date.); or
• Full life time expected credit losses (expected credit losses that result from all possible
default events over the life of the financial instrument.)
For trade receivables the Company applies “Simplified approach” which requires
expected lifetime losses to be recognized from initial recognition of the receivables.
The Company uses historical default rates to determine impairment loss on the portfolio
of trade receivables. At every reporting date these historical default rates are reviewed
and changes in the forward – looking estimates are analysed.
For other assets, the company uses 12-months ECL to provide for impairment loss
where there is no significant increase in credit risk. If there is significant increase in
credit risk full life time ECL is used.
Balance Additions Acquired Disposals Balance Balance Depreciation Depre- Adjustment On Balance Balance Balance
as at through as at as at short ciation due to disposals as at as at“ as at“ 31
1 April business 31 March 1 April previous charge for revalu- 31 March 1 April March
2020 combinations 2021 2020 years the year ations 2021 2020 2021
31 March
2021
a Property, Plant & Equipment
Land 1,99,89,030 1,99,89,030 - - - - - 1,99,89,030 1,99,89,030
Assets under lease - - - - -
Factory Buildings 6,90,91,705 - - 6,90,91,705 2,27,47,956 23,25,050 2,50,73,005 4,63,43,749 4,40,18,700
100
Factory Roads 23,58,455 - - 23,58,455 23,58,455 - 23,58,455 - -
Plant and Equipment 21,11,68,458 1,12,01,083 - - 22,23,69,541 12,56,95,936 - 1,06,16,190 - - 13,63,12,126 8,54,72,556 8,60,57,449
Plamt and Equipment 100% - 31,95,999 31,95,999 - 10,005 10,005 - 31,86,028
Furniture and Fixtures 1,20,82,536 24,56,023 - 1,45,38,559 1,11,67,381 - 3,74,809 1,15,42,190 9,15,155 29,96,369
Lab Equipment 3,48,66,903 22,07,924 - 3,70,74,827 2,22,13,032 - 19,12,505 2,41,25,537 1,26,53,871 1,29,49,290
Vehicles 2,09,89,179 - - - 2,09,89,179 1,24,53,801 12,44,042 - - 1,36,97,843 85,35,378 72,91,336
Electrical Equipment 1,36,88,018 6,76,443 - 1,43,64,461 1,08,60,552 - 7,39,363 1,15,99,915 28,27,466 27,64,546
Total 38,42,34,284 1,97,37,472 - - 40,39,71,756 20,74,97,112 - 1,72,21,965 - - 22,47,19,077 17,67,37,286 17,92,52,792
TYCHE INDUSTRIES LIMITED
Grand Total 38,42,34,284 2,50,16,023 - - 40,92,50,307 20,74,97,112 1,72,21,965 - - 22,47,19,077 17,67,37,286 18,45,31,343
Note:
The Management is in the process of identifying the loss or impairment to the fixed assets of the company, in connection with the accident occurred in the
factory premises on 11/03/2021 (Refer Note: 32). The consequent loss/impairment in this connection shall be dealt on completion of the same.
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Investments in Mutual funds
- Investments in Mutual Funds- (ICICI Prudential life 226.757 units) 26,982 26,982
6. Inventories
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
a) Raw Materials (Valued at Cost) 6,86,21,904 4,63,38,864
7.Trade Receivables
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Trade receivables outstanding for a period not exceeding six months
(Unsecured, considered good) 17,11,86,921 12,92,77,310
Trade receivables outstanding for a period exceeding six months
(Unsecured, considered good) 1,11,126 -
This includes:
a. Reconciliation of Equity Shares outstanding at the beginning and at the end of the year
As at 31-March-2021 As at 31-March-2020
Particulars
Number Rs. Number Rs.
C. Disclosure pursuant to Note no. 6(A)(g) of Part I of Schedule III to the Companies Act, 2013
As at 31-March-2021 As at 31-March-2020
Particulars
No. of % of Holding No. of % of Holding
Shares held Shares held
G Ganesh Kumar 14,08,095 13.74% 14,08,095 13.74%
G.Sandeep 8,42,775 8.22% 8,42,775 8.22%
Silver Oak Technologies (P) Limited 19,78,879 19.31% 19,78,879 19.31%
Sri Indra Distillery (P) Limited 18,88,705 18.43% 18,88,705 18.43%
Plutus Techlabs Limited 6,56,086 6.40% 6,56,086 6.40%
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Opening Deferred Tax Liability 1,42,62,625 1,68,92,735
14. Provisions
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Provision for employee benefits
Gratuity (funded) 1,75,00,572 1,46,61,226
**The Information relating to Micro & Small enterprises as envisaged under the Micro, Small and Medium Enterprises
Development Act, 2006 to whom the company owes dues on account of prinicipal and interest were not forthcoming
from some paties. Party balances who have given declaration have been classified as applicable.
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
18. Provisions
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
(a) Provision for employee benefits
Due to employee Benefits 2,02,10,100 40,42,195
(b) Others (Specify nature)
Provision for Current Tax 6,67,80,000 6,03,00,000
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Employee Benefit Expenses
(a) Salaries and other Benefits 5,85,92,715 6,39,03,179
(b) Contributions to -
(i) Provident fund 29,45,214 28,60,186
(ii) ESI 7,22,887 8,42,692
(c) Gratuity fund contributions 14,78,781 19,43,740
(d) Staff welfare expenses 17,26,952 24,33,375
( e) Directors remuneration 2,28,65,000 18,00,000
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Tax Audit, Internal audit fees, GST Audit and Secretarial fees. 3,50,000 2,50,000
Total 98,92,668 -
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
Total 20,73,441 -
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
1) Net Profit as per the Profit and
loss account available to Equity shareholders 19,82,85,178 17,55,91,543
2)Weighted Average Number of Equity shares 1,02,45,340 1,02,45,340
3) Basic earnings per share 19.35 17.14
4) Diluted Earnings Per share 19.35 17.14
31. Related Party Transactions, transactions with Key Managerial Persons & their relatives.
Related party Disclosures, as required by Indian Accounting Standard 24(Ind As 24) – “Related Parties
Disclosures” by the Institute of Chartered Accountants of India are as given below.
(Rs in Crores)
4. P.Vijaya Lakshmi
Director Sitting Fees Independent Director 0.016 0.013
5. Suryanaryana Raju P
Director Sitting Fees Non-Executive Director 0.006 0.00
7. Y.Srinivas Rao
Remuneration Chief Financial Officer 0.068 0.039
All related party transactions during the year, in the ordinary course of business, were on arm’s length
basis.
(ii) The matter of fire accident as stated in Note No: 32 has been taken up suo moto by National
Green Tribunal, Principal Bench, New Delhi and their findings and pronouncements are
expected soon and the company shall take appropriate steps and provide for any
contingencies in this regard upon receiving their response thereon as a reliable estimate
can not be made at this point of time by the company.
112 23rd Annual Report 2020-2021
TYCHE INDUSTRIES LIMITED
114
(ii) Cash and cash equivalents 8 7,29,55,294 2,36,93,548 7,29,55,294 2,36,93,548
(iii) Bank Balances other than
(ii) above 9 53,49,72,666 43,56,25,650 53,49,72,666 43,56,25,650
Total 77,92,26,006 58,85,96,508 77,92,26,006 58,85,96,508
Financial liabilities
not measured at fair value
TYCHE INDUSTRIES LIMITED
*The Company estimates that the fair value of these investments are not materially different as compared to their cost.
The Company’s activates expose it to variety of financial risks, foreign currency risk, interest
rate risk, credit risk, commodity price risk and liquidity risk. Within the boundaries of approved
Risk Management Policy framework, the Company manages the volatility and minimize the
adverse impact on its financial performance.
i) Credit Risk:
Credit Risk is the risk that a customer fails to perform or pay the amounts due causing
financial loss to the company. Credit risk arises from dealing in derivatives, receivables
from customers and other financial instruments. The company maintains that, Credit Risk is
actively managed through continuous follow up with the parities and Credit information is
regularly shared between business and financial function, with a framework in place to
quickly identify respond and recognize cases of credit deterioration.
ii) Liquidity risk
Liquidity risk arises from the Company’s inability to meet its cash flow commitments on the
due date. The company’s liquidity is managed centrally with all the departments forecasting
their cash and liquidity requirements. Management monitors rolling forecasts of the
company’s cash flow position to ensures that the company is able to meet its obligation.
iii) Market Risk
a. Foreign Currency Risk
The fluctuation in foreign currency exchange rates may have potential impact on the
statement of profit or loss, where any transaction references more than one currency or
where assets / liabilities are denominated in a currency other than the functional currency
of the Company. The Company is subject to foreign exchange risk primarily due to its
foreign currency revenues, expenses and borrowings. Considering the countries and
economic environment in which the Company operates, its operations are subject to risks
arising from fluctuations in exchange rates in those countries. The risks primarily relate to
fluctuations in US Dollar, Euro and GBP against the functional currency of the Company.
The company’s exposure to currency risk as at 31.03.2021 is as follows
Financial Liabilities
iii. The Company does not track its assets and liabilities by geographical area.
As at As at
Particulars 31-March-2021 31-March-2020
Rs. Rs.
43. The Figures of the previous years have been re-grouped/re-arranged wherever necessary
As per our Report of even date attached For and on behalf of the Board of Directors of
For SURYAM & CO TYCHE INDUSTRIES LIMITED
Chartered Accountants Sd/- Sd/-
FRN No : 012181S (G.GANESH KUMAR) (BOOSA ESHWAR)
Sd/- Managing Director Director
(SRINIVAS OLETI) DIN: 01009765 DIN: 01879193
Partner Sd/- Sd/-
ICAI M.No: 206457 (Y. SRINIVASA RAO) (SATYA RANJAN JENA)
Place : Hyderabad CFO Company Secretary & Compliance
Officer M. No.: A53638
Date : 29.06.2021
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