Professional Documents
Culture Documents
Chapter - I
Chapter - I
Chapter - I
INTRODUCTION:
The name of the company changed into Tuticorin Aikali Chemicals &
Fertilizers Limited on 8th Aug 1979. Having its registered office at 534,
Annasalai, Teynampet, Chennai – 600 018. The company is situated just
opposite to Kamaraj memorial hall.
The company is establishing a Co-Generation Plant for generating
electricity. The Company has successfully developed a technology for
recovering Co2 from Boiler flue Gasses.
PROMOTERS:
ORGANISATION STRUCTURE:
Organization is an important place in the management concern without a
proper organization the companies hierarchy cripples down it is like “A blind
leading a blind” until a proper organization and the achieved defining of
relationship between management, “PODSCORB” mean Planning, Organizing,
Directing, Starting, Co-ordinating, Reporting, Budgeting, in which organization
stands record level of activities until the organizing part is achieved the company
cannot proceeds further.
MEMORANDUM OF ASSOCIATION:
Name Clause:
The name of the company is Tuticorin Alkali Chemicals & Fertilizers
Limited”
Situation Clause:
The Registered office of the Company will be situated in the state of
Tamil Nadu.
OBJECTIVES OF THE COMPANY
(A) The main objects to be pursued by the company on its incorporation are
2. To buy, sell, import, export, treat in and deal in any kind of chemicals,
Petrochemicals and plastics, fertilizers or other things which the company is
authorized to manufacture and any raw materials required for the manufacturing
of any acids Alkali, Chemicals and Fertilizers and other things which this
company is authorized to manufacture.
(B) The objects that are incidental or ancillary to the attainment of the main
objects are:
7. To Plant, grow and produce agricultural products and other produce of any
kind in India a else where necessary or useful for the business of the company.
10. To draw, make accept, endorse, issue and negotiable bills of exchange,
promissory notes, cheques, drafts, handiest and other instruments of every
description.
11. To lay out, advance, invest and deal with the company’s moneys to such
person or company and in or upon such investments or securities and generally
in such manner as may from time to time be determined.
(C) .The other objects of the company not indicated in “A” and “B” are”
B. To undertake and execute any contracts for works involving the supply,
application, or use of any machinery, chemicals, chemical products or other
works comprised in such contracts.
F. To undertake, transact and execute all kinds of agency business also trusts of
all kinds.
LIABILITY CLAUSE:
The liability of the members is limited.
CAPITAL CLAUSE:
The share capital of the company is Rs.21 Crores divided into
1,90,000,00 Equity share of Rs.100 each, with rights, privileges and conditions
attached thereto as are provided by the regulations of the company.
ASSOCIATION CLAUSE:
We the several persons whose names and address are Subscribed are
desirous of being Formed into a company in pursuance of the memorandum of
Association and we respectively agree to take the number of shares in the
company set opposite out respective names.
S. Signature, Name, Address, Number of Witness, Signature, Name
No. Description and Occupation of equity shares Address, Description and
Subscriber taken by each Occupation
subscriber
1 (Sd) M.A.CHIDAMBARAM
Adayar House, Madras – 25
S/o. Late Dr. Rajah Sir Annamalai 5
Chettiar Industrialist
2. (Sd) K.R.SRIVATSA
46, Archbishop Mathias Avenue,
Madras – 28. 5
S/o. S.Krishnaswamy
Management Specialist
3. (Sd) A.C.MUTHIA,
Adyar Villa, Madras – 25. 5
S/o. Mr.M.A.Chidambaram
Management Technologist
4. (Sd) S.GOVIND
SWAMINASHAN 5
42,Harrington Road,Madras–13.
S/o. Subbaram Swaminadhan,
Advocate
7. (Sd) K.A.RAJAGOPALAN
90, Habibullah Road, T.Nagar, 5
Madas – 17.
S/o.K.R.Appalachariar
Business Executive
CHAPTER – II
SECRETARIAL DEPARTMENT
INTRODUCTION
According to Sec 383 of the Company act 1956 every company having a
paid up share having a whole time secretary appointed by the director at the
meeting.
SHARE SECTION:
The main function of share section in Tuticorin Alkali Chemicals and
fertilizers limited is to maintain proper records for share transactions and to
conduct meeting periodically as per the requirement of company’s act.
SHARE CAPITAL:
The share capital of the company is Rs.21 crores divided into 190,00,000
Equity share of Rs.10/- each and 2,00,000 Redeemable Cumulative Preference
Shares of Rs.100/- each.
The Redeemable Preference Share shall confer the right on the holder
thereof, in a winding up to payment of the paid up capital and all arrears of the
fixed cumulative preferential dividends set out in clause (a) above, whether
earned, declared or not, upon the date of commencement of the winding up, in
the profits or assets of the Company, is priority to the equity shares.
The said Redeemable Preference Share shall be redeemable at par at the
option of the Company, not later than 10 years from the date of its issue to the
holders thereof.
The Board of Directors may at their discretion redeem the whole or any
part of the outstanding Redeemable Preference Shares.
The share shall be under the control of the Board, who may allot or
otherwise dispose of them to such persons on such terms and conditions and at
such times as the Board may think fit provided, however, the Board shall comply
with the provisions of Sections 42, 75 and 81 of the Act, Option or right to call
of shares shall not be given to any person or persons except with the sanction of
the Company in General Meeting.
The Board may issue and allot shares in the capital of the company as
payment or part payment for any property sold or goods transferred or
machinery or appliances supplied or for services rendered or to be rendered to
the Company in or out the formation or promotion of the Company or the
acquisition and or conduct of its business and shares may be so allotted as fully
paid up shares, and if so issued, shall be deemed to be fully paid up shares.
CALLS ON SHARES:
The Board may, from time to time, make, calls upon the members in
respect of any moneys unpaid on their shares (Whether on account of the
nominal value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times. A call may be made payable by
installments. All such calls shall be made on an uniform basis on all shares
falling under the same class.
A call shall be deemed to have been made at the time when the resolution
of the Board authorizing the call was passed and may be required to be paid by
installments.
FORFEITURE OF SHARES:
If the requirements of any such notice as aforesaid are not complied with, any
shares in respect of which the notice has been given may, at any time, thereafter,
before the payment requires by the notice has been made, be forfeited by a
resolution of the Board to that effect.
The company shall have power to increase its share capital or alter the condition
of its memorandum subject to section 94 of the act of ordinary resolution:
To consolidate and divide all of any of its shares capital into shares of its
larger amount existing shares.
To Sub-Divide its existing share of any of them into any of them into
share of smaller amount then its fixed by memorandum, so however that in sub-
division the proportion between the amount paid and the amount, if any unpaid
on each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived.
The company may, from time to time ,by special resolution and subject to
the provisions of sections 100 to 104 of the Act, reduce its share capital
redemption reserve account or share premium account.
The Board shall not register any transfer of shares unless proper
instruments of transfer duly stamped and executed by the transferor and
transferee as been delivered to the company along with the certificate and such
other evidence as the company may require to prove the title of the transfer the
shares.
No fee shall be charged by the company for registration of transfers or for
effecting transmission of shares of the death of any member or for registering
any letter to probate, letters of administration and similar other documents.
In the event of the death of any one or more of several join holders, the
survivor or survivors alone shall be entitled to be recognize as having title to the
shares.
The Board shall, in either case, have the same right to decline or suspend
registration as it would have had in the deceased or insolvent member had
transferred the share before the death or insolvency.
The bearer of a share warrant may, at any time, deposit the warrant at the
office of the company and so long as the warrant remains so deposited, the
depositor shall have the same right of signing a requisition for calling a meeting
of the company and of attending and voting and exercising the other privileges
of a member at any meeting held after the expiry of two clear days from the time
of deposit as if his name were inserted in the register of member as the holder of
the shares included in the deposited warrant.
The bearer of a share warrant shall be entitled in all other respects to the
same privileges and advantages as if he were named in the register of members
as the holder of the shares included in the warrant and he shall be a member of
the company.
NOTICES:
A General Meeting of the Company may be called by fiving not less that
twenty one days’ notice o after giving such shorter notice as provided for in
Section 171(2) of the Act.
Every company holds the meeting of its members and directed to discuss
the various activities of the company and decision by common consent of
majority. meeting have become to an integral part of the modern democratic set
up.
a) Statutory Meeting
b) Annual General meeting
c) Extra ordinary general meeting
d) Board Meeting
a) STATUTORY MEETING:
Every limited company by shares and limited by guarantee and having a
share capital is required to hold statutory meeting with in a period of not less
than one month and not more than six months from the date in which the
company its entitled to commence business, hold a general meeting of the
members of the company. The meeting is called as STUATORY MEETING.
the 36th Annual general meeting of the share holders of Tuticorin alkali
chemicals and fertilizers ltd., was held on Monday the 17 th July 2009 at 4.00 pm
at “Rajah Annamalai Hall“, Esplanade, Teynampet, Chennai-600 018.
These meeting are held to discuss special urgent business. Before such a
meeting in addition to usual process the company secretary must submit a letter
of requisition if any received from the member for holding such meeting to the
board for consideration and action.
In Tuticorin Alkali Chemical and Fertilizers Ltd of the meeting is
convened by:
1. The board of director on its own or on the requisition of members or.
2. The requisition the member on the failure of the board of call the
meeting. The Board of Direct proceeds to call a meeting with in 21 days from
the deposit of the requisition.
d) BOARD MEETING:
The secretary consults with the chairman of the company and fixed the
date of board meeting and issue notice to all the directors’ specification of the
date, time, venue and agenda of the meeting. the minutes of the meeting is then
prepared and the secretary get its approved by the chairman, copies of the
minutes must be held in every 3 months and 4 meeting must be held in every
year.
The board of direction may meet for the dispatch of business or otherwise
regulate it meeting as it think fit, provides, however, the board shall meet once in
every three months and at least four such meeting shall be held in every year.
MINUTES:
Minutes are the record of all proceeding of every general meeting of the
board of directors. This is done with the 30 days of the conclusion of every
meeting the book in which the record of the proceeding of the meeting is kept is
known as minutes book must contain the data and signature of the chairman and
the company secretary.
PROXIES:
QUORUM:
If within half an hour from the time appointed for holding a Meeting of
the Company, a quorum s not present, the meeting, if called upon the requisition
of members, shall stand dissolved.
In any other case, the meeting shall stand adjourned to the same day in
the next week at the same time and place or to such other day at such other time
and place as the Board may determine.
CHAIRMAN OF MEETINGS:
The Chairman may, with the consent of any meeting at which a quorum
is present and he shall, if directed by the meeting, adjourn the meeting from time
to time and place to place.
Where a resolution is passed at an adjourned meeting of the company, the
resolution shall, for all purpose be treated as having been passed on the date on
which it was in fact passed and shall not be deemed to have been passed on any
earlier date.
WINDING UP:
If the company shall be wound up . the liquidator may, with the sanction
of a special resolution of the company and any other sanction required by the
Act, divide amongst the members in specie or kind the whole or any part of the
assets of the company, whether they shall consist of property of the same kind or
not for the purpose aforesaid, the liquidator may set such values as he may deem
fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
INDEMNITY:
Every director, secretary and other officer or employee for the time being
of the company, shall be indemnified out of the assets of the company against
any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favor or in which he is acquitted or in
connection with any application under section 633 of the act in which relief is
granted to him by the court and without prejudice to the generality of the
foregoing, it is hereby expressly declared that the companies shall pay and bear
all fees and other expenses incurred or incurable by or in respect of any director
for filling any return paper or document with the registrar of companies or
comply with any of the provisions of the act in respect of or by reason of his
office as a director or other officer of the company.
CHAPTER – III
OTHER DEPARTMENT
INTRODUCTION:
1. Marketing Department
2. Research and development department
3. Personal Department
4. Accounting Department
5. Finance Department
MARKETING DEPARTMENT
Absorption of co2 from boiler flue gas using MEA technology, a cost
effective technology, and plant supply source have been identified steps are
being initiated for adopting the same.
.
2) Specific areas in which research and development carried out are:
a. Studies on process improvement with a view to cost reduction and
improving quality and productivity in areas like ammonium chloride recovery
from purge liquor.
b. Studies on pollution control.
3. Imported Technology:
a. Technology imported
b. Year of import
c. Has technology been fully absorbed
d. If not fully absorbed, reasons and future course of action.
PERSONNEL DEPARTMENT:
Functions:
The personal department is responsible for the activities like
requirement, selection, placement, Induction, evaluation of the performance of
employees and giving training to them personal department consist of human
resource manager for administration and works like training the personnel
department and the welfare manager motivating the employers by way of giving
them incentives, cash awards etc.
Section:
Working hours:
The working hours for the officers of TAC are from 9:00 a.m to 5:30
p.m.
Holidays:
The public holidays like newyear, pongal, Christmas, Dewali etc, and
Sunday will be treated as holiday for the employees.
Leave policy:
The leave entitlement for the employee will bear detailed here under the
grant for leave shall be subject to exigencies fo the work and if the discretion of
the complement authority.
Leave:
Emoluments:
Motivation:
Training:
Attendance:
Medical facilities:
The company provides following medical facilities to its employees
1.Normal medical reimbursement
2.personal accident insurance
Gratuity:
Gratuity payable shall be fifteen days salary for each completed year of
service.
Safety shoes:
The employees in the factory and provided with safety shoes inoeder to
prevent them from any accidents.
Uniforms:
The uniforms are provided to the employees according to their working levels
in the company.
Code of discipline:
1. Source of Finance:
2. Equity Shares:
TAC raises funds through public issues it issues equity shares to public.
2. Term Loans:
IFCI, GIC, IDBI, ICICI and its Subsidiaries have Sanctioned financial
assistance to the Project on certain terms and conditions.
3. Bank Loan:
Loan may be granted to firm to meet its working capital requirement for
per-determined short durations. Some of the banks are state bank of India,
Canara bank, India overseas bank, Syndicate bank.
Functions:
ACCOUNTS DEPARTMENT:
The accounts are prepared under historical cost convention and generally
in accordance with the applicable accounting standard and rate based on accrual
basis of accounting.
The financial statements are prepared under historical cost convention
and generally in accordance with the applicable accounting standards and are
based on accrual basis of accounting.
Fixed Assets:
Long Term Investments are stated at cost together with all incidental
costs of acquisition are diminution in value, though material, is not recognized if
such shortfall in the opinion of the management, is temporary in nature.
Inventories:
Raw materials, stores and spares, process chemicals and utilities are
valued at weighted average cost, work-in-process is valued at cost.
Finished goods are valued at the lower of cost and net realizable value.
Revenue Recognition:
Sales are accounted net of trade discounts but inclusive of Exercise duty
wherever applicable direct sales are recognized at the point of dispatch
consignment and depot sales are recognized after confirmation of sale by the
consignee.
Taxation:
Deferred tax asset and liability in calculated by applying tax rate and tax
laws that have been enacted or substantially enacted by the Balance Sheet data.
Deferred tax assets arising mainly on account of brought forward lasses and
unabsorbed deprecation under tax laws, are recognized, only if there is a virtual
certainty of its realization, supported by convincing evidence.
RETIREMENT BENEFITS:
1) Provident Fund:
2) Gratuity:
Leave Encasement:
Provision for leave encashment is accrued and provided for on the basis
of an actuarial valuation made at the end of each financial year.
Contingent Liabilities:
All known liabilities of material nature have been provided for in the
accounts expect liabilities of a contingent nature, which have been disclosed at
their estimated value in the notes on accounts in accordance with accounting
standard 29.
Provisions:
CHAPTER – IV
OFFICE MANAGEMENT
INDRODUCTION
The layout of the office is such that the staffs of any departments are sited
in the opposite directions which enable easier and quicker communication
between the employee and supervision.
Each department is provided with steel filling cabing and wooden cup
boards where confidential files and documents and registers of almost
importance belonging to the respective departments are kept and also for the
frequent reference are stored. The working atmosphere at the office is cheerful
and lovely. The employees are punctual and disciplined in their work.
Location of the Company:
The factory site which is located at mullukadu village, 10 Kms from
Tuticorin town, is adjacent to spic’s fertilizers complex. Salt is one of the main
raw material for the production of soda ash and ammonium, chloride and the
factory has the locational advantage of doing situated in the center of one of the
major salt producing areas in the country.
Communication:
The quarterly, half-yearly and yearly financial results of the company are
forwarded to the stock exchange immediately upon approval by the Board of
Directors and are published in “Business line” and “Makkal Kural”
One of the major functions of the office is communication. High mutable
and motivation only with the help of a good defective means of communication,
it is grouped under 2 major heads, namely:
Internal Communication
External Communication
Internal Communication:
External Communication:
1. Fax Machine:
2. Computer:
3. Telephones:
4. Type Writers:
The type writer is the most commonly used machines in office of all
kinds. The electronic by purities ensiles enhanced quality of output and super
letter quality of printing while compared with standed and other type writers.
5. Xerox Machine:
The company has got Xerox machine for taking certain of letters received
by the company. Xerox machine help to get exact copies of a document. The size
of the copies can be enlarged or reduced with the help of their machine.
6. Telex:
Telex or telegrams are another familiar form of communication used in
the organization. It forms a written records instead or oral communication on the
telephone. It is easy getting written messages with in as horter time from all over
the part of the country as well as from any part of the world.
RATIO ANALYSIS
CLASSIFICATION OF RATIO
I Profitability Ratio
(a) Expenses Ratio
II Turnover Ratio
(a) Stock Turnover Ratio
(b) Fixed Asset Turn Over Ratio
(c) Capital Turnover Ratio
EXPENSES RATIO:
Formula:
Financial Expenses
Financial Expenses Ratio = x 100
Net Sales
II.TURNOVER RATIO:
Turnover Ratio are concerned with measuring the efficiency in asset
management some times, there ratios are also called efficiency ratios or asset
utilization ratios the efficiency with which the asset are used would be reflected
in the speed and rapidity with which assets are converted into sales.
Formula:
Cost of Goods Sold
Stock Turn Ratio =
Average Stock
Interpretation:
In the year 2006 – 07 there is decrease in ratio 7.11 times and it shows
inefficiency usage of stock and poor inventory management. Again in the year
2007 – 09 declined by 1.92 times it shows the company as decline in sales
performance of the business. A low ratio would signify that inventory does not
sale fast and stays on the shelf. The ratio indicates very low level of inventory
ratio has serious implications.
Formula:
Net Sales
Fixed Asset Turnover Ratio =
Net Fixed Assets
Interpretation:
All the four years the Ratio are decrease. Fixed Assets turnover indicates
the extent of utilization of fixed assets. Achieving high turnover with a given
amount of fixed assets indicates efficiency in management. A steadily growing
fixed assets turnover in the ideal.
(c). CAPITAL TURNOVER RATIO:
Management efficiency is also calculated by establishing the relationship
between cost of sales or sale with the amount of capital invested in the business
capital turnover is calculated with the help of the following formula.
Formula:
Net Sales
Capital Turnover Ratio =
Capital Employed
Interpretation:
There is constant decrease in capital turnover ratio of TAC Ltd. from
2004 – 09. Higher ratio indicates higher efficiency and lower ratio indicates
ineffective usage of capital.
III. SOLVENCY RATIO:
Formula:
Current Asset
Current Ratio =
Current Liabilities
Interpretation:
The above data it shows year 2006 – 07, ratio decrease by 0.65 times. In
the year 2007 – 09, ratio shows current liabilities have increase, it refers that the
company short term solvency position is not satisfactory which indicates that the
company will not be in a position to meet short terms liabilities. It shows the
ratio is not a conclusive index of the real liquidity of a firm.
(b).LIQUID RATIO:
Liquid asset refer to assets which are quickly convertible and prepaid
expenses are considered as liquid assets. The liquid ratio is a measure of
liquidity designed to overcome the defect of the current ratio.
Formula:
Liquid Assets
Liquid Ratio =
Current Liabilities
Interpretation:
The Ideal Ratio is 1:1. The liquid ratio was found to be 1.01 in 2004 – 05.
In the year 2005 – 06, 06 – 07 the ratios are is ideal ratio but in the year 2007 –
09 it is in less than the ideal ratio which is not satisfactory.
(ii) LONG – TERM SOLVENCY RATIO:
(a).PROPRIETARY RATIO:
This ratio comporres the share holder’s fund or owner’s funds total
tangible assets. The ratio indicates the proportion of total assets financed by
owners. In other words this ratio express the relationship between the
proprietor’s funds and the total tangible asset.
Formula:
Share Holder’s Fund
Proprietary Ratio =
Total Tangible Asset
Interpretation:
The Proprietary Ratio is the Ratio of Proprietary funds to total assets. It
indicates the strength of financial foundation of the concern it is of particular
interest to the creditors. A high ratio will indicated relatively little danger to
creditors.
(b).DEBT EQUITY RATIO:
Formula:
Long Term Debts
Debt Equity Ratio =
Share Holder Funds
Interpretation:
The ideal ratio is 1:1 the data shows that the ideal ratio has been achieved
in all the years. It shows that the company debt equity position is satisfactory; it
made heavy investment in fixed assets and has an assumed return on its
investment.
(c).FIXED ASSETS RATIO:
This ratio gives an idea as to what part of the capital employed has been
used in purchasing the fixed assets for the concern of the ratio is less than one it
is good for the concern.
Formula:
Net Fixed Asset
Fixed Asset Ratio =
Long Term Funds
Interpretation:
The ideal fixed assets ratio is 0.67. All the four year the ratio is in
fluctuative trend and it all nearest to the ideal ratio. In the year 2007 – 09 it is
decreased as compared to the previous year which indicates. Indicates that a
portion of working capital has been financed by long term funds.