TO THE MEMBERS
Your Company's Directors are pleased to present the 43rd Annual Report of the Company
along with Audited Financial Statements for the financial year ended 31st March,
2023.
1. FINANCIAL RESULTS
The Financial Results for the year under review are summarized below:
( Rs in Crore)
Particulars |
2022-23 |
2021-22 |
Revenue from operations |
5179.89 |
4020.29 |
Other Income |
45.52 |
48.75 |
Total Revenue |
5225.41 |
4069.04 |
Operating Profit (PBIDT/ EBIDTA) |
1048.02 |
407.13 |
Finance cost |
181.66 |
156.42 |
Gross Profit (PBDT) |
866.36 |
250.71 |
Depreciation & Amortization expense |
263.60 |
228.68 |
Profit / (Loss) before tax (PBT) |
602.76 |
22.03 |
Tax Expense |
214.89 |
7.70 |
Profit / (Loss) after tax (PAT) |
387.87 |
14.33 |
Other Comprehensive Income |
(5.22) |
(1.20) |
Total Comprehensive Income (Net of Taxes) |
382.65 |
13.14 |
The Company has achieved the highest ever total revenue, EBITDA since inception due to
the better realization and market condition and also has improved efficiency in all areas
of operation. The financial performance is a commendable achievement by the Management.
2. DIVIDEND
Your Director's have recommended a dividend of 50% (i.e. Rs.5.00/- per equity share)
for the financial year ended 31st March, 2023. The dividend, if approved by the
shareholders at the Annual General Meeting, will be paid to the equity shareholders whose
names appear in the Register of Members as on 18th September 2023. The cash outgo
on the proposed dividend will be Rs. 34.61 Crore.
3. TRANSFER TO RESERVES
In the financial year 2021-2022, due to inadequacy available profit the Company has
declared dividend
@ Rs. 4 per per equity share to the shareholders from the available profit of Rs. 8.69
crore and Rs. 13.35 crore out of free reserve as per The Companies (Declaration and
Payment of Dividend) Rule, 2014. Accordingly, the Company has transferred a sum of Rs.
13.35 Crore of General Reserves to Retained earnings during the current year.
During the financial year 2022-23, the Company has transferred a sum of Rs. 300 Crore
to General Reserve from Retained Earnings. The Cumulative General Reserve as on 31st March
2023 is Rs. 1630.49 Crores.
4. PERFORMANCE HIGHLIGHTS OF THE YEAR a. Operations
1. The Company's Revenue from Operations for the year 2022-23 is Rs. 5179.89 crore.
2. Profit before tax is Rs. 602.76 crore and Profit after tax is Rs. 387.87 crore.
3. During the year, the Paper production was 420793 MT.
4. Paper sales during the year was 420793 MT, Domestic Sales accounts for 83% and
Exports at 17%.
5. During the year, the Packaging Board plant production was 167035 MT.
6. The Packaging Board sales during the year 2022-23 was 167357 MT. Domestic Sales
accounts for 96% and exports at 4%.
7. 312555 MT of Hardwood Pulp (HWP), Chemical Bagasse Pulp (CBP) and Deinked Pulp (DIP)
were produced during the year in Unit I. 108435 MT of Hardwood Pulp (HWP) was produced
during the year in Unit II. The total pulp produced during the year was 420990 MT.
8. 7454.03 lakh units (Unit I - 5250.12 and Unit II 2203.91) of power was
generated of which 7432.21 lakh units (Unit I 5248.75 and Unit II
2183.46) of power was consumed and 21.82 lakh units (Unit I 1.37 and Unit II
20.45 exported.
9. The bio-methanation plants have methane gas of 89.86 lakh m3 during 2022-23. The
methane gas was consumed in lime kiln and power boilers in replacement of furnace oil
5088.90 KL of furnace oil and imported coal 432 MT of imported coal.
10. Implementation of various water conservation measures resulted in reduced overall
consumption of water in Unit I to 30 KL/per ton of paper (which is one of the lowest in
paper industry). 11. The wind farms with an installed capacity of
35.5 MW capacity have generated 394.51 lakh Units of Green Power' during the
year.
12. TNPL has established a cement manufacturing factory (the first and only company in
the Indian Paper Industry) to convert the mill wastes lime sludge and fly ash into high
grade cement as part of its solid waste management system. During the year, the Company
has manufactured 214469 MT of cement.
13. During the year 2022-23, overall borrowings decreased by Rs. 361.82 crore. 14.
Market Capitalization was Rs. 1510.87 crores as on 31.03.2023 b. Projects Implemented /
Under implementations:
1. Mill Expansion Plan of TNPL Unit II Phase One
In continuation to the trial production commenced at the modern Pulp mill along with
Chemical Recovery Island at Unit-II, the pulp production was further optimized and the
production was ramped up to the rated capacity. The balance of plants like Chips
Processing system, Chemical preparation systems including Chlorine Di-Oxide plant,
augmentation of existing Water treatment and Effluent treatment plants were also
commissioned, optimized with the pulp mill production rate. The projects implemented under
Mill Expansion Plan (MEP) of TNPL Unit II Phase 1, features latest technology in
all the areas with emphasis on least environmental impact and high energy efficiency. A
continuous digester is delivering consistent pulp quality with low specific consumption of
water, steam and power.The Chemical Recovery Boiler is highly energy efficient and the
Evaporator plant has high steam economy. The latest generation Integrated Chlorine dioxide
plant with nil effluent is in operation. A system for collection and incineration of
Non-condensable gases, is in operation, to make the mill odour free. These new
technologies will further strengthen the company's ambition to maintain the leading
position and will enable TNPL to implement second phase of the MEP, for capacity
enhancement of Unit II.
2. Revamp of Steam and Power system in Unit 1
As part of revamping, the existing steam and power system in Unit I, the old low
pressure boilers installed since the mill inception in 1985, are to be retired and
replaced. Hence, in order to have reliable supply of utilities like steam and power for
the mill operations, this project envisages installation of two high pressure boilers with
steam generation of 125 tph each, at 105 at a, 515 C, along with a TG of 40 MW.
The Revamping of Steam and Power System (RSPS) # 2, though initiated in the year 2019,
was kept in abeyance due to onset of the COVID pandemic. However, the project
implementation is now proposed to be taken up and shall be carried out in a phased manner,
for a seamless integration of the RSPS # 2 with the existing coal feeding systems and
Steam and Power distribution systems. The work is estimated to be completed within 24
months considering long procurement lead times and the installation periods. Considering
the availability of Environment Clearance by June 2023, the project can be taken up
thereafter and completed by end June 2025. c). Corporate Social Responsibility (CSR)
The Company has constituted a Corporate Social Responsibility (CSR) Committee of the
Board and formulated a CSR Policy.
The Company has undertaken CSR activities as per the CSR policy (available on your
company's website www.tnpl.com). The details are contained in the Annual Report on CSR
activities vide Annexure I, forming part of this Report.
d) Contribution to Innovation and New knowledge development
1. The Company nurtures creativity and innovation through its Research &
Development (R&D) activities which are carried out largely in-house. A few activities
are out sourced when warranted.
2. R&D activities focus on product development, process improvement, raw material
substitution, development of new products and protection of the environment.
3. The company has spent Rs. 14.72 Crore on R&D activities during the year. e.
Awards
The company received the following awards and accolades during the year: a.
INTERNATIONAL AWARD:
The Company received the Greentech International EHS Award 2022 at 2nd Annual
Greentech International EHS Summit 2023 conducted by Greentech Foundation, New Delhi in
January 2023 at Panaji, Goa. b. NATIONAL AWARDS:
The Company was honored as "WINNER" in the "Water Stewardship
Award" category during India Corporate Governance and Sustainability Vision Summit
2023 conducted by Indian Chamber of Commerce, Kolkatta in February 2023 at New Delhi. The
Company was selected and awarded as "1st Sustainable Industrial Practice Award"
during the 7th FICCI International Sustainable Conclave 2023 conducted by Federation of
Indian chambers of commerce and industry in partnership with Deutsche Gesellschaft f r
Zusammenarbeit (GIZ) GmbH in February 2023.
The Company was been selected and awarded as "Noteworthy Water Efficient Award
- Within the Fence" during 16th CII National Awards for Excellence in Water
Management 2022 conducted by Confederation of Indian Industry - Triveni Water Institute,
New Delhi in September 2022.
The Company's project "Restoration and Conservation of Bio-Diversity and
Conservation of High Conservation Value Forest in TNPL Unit - II" was selected as
"Most Innovative Environment Project" during CII Environmental Best
Practices Award 2022 in September 2022.
The Company was selected as "WINNER" under Environment Protection
category" at "22nd Annual Greentech Environment Award 2022" in August 2022
at Guwahati for adopting "Circular Economy Model in TNPL The Company, was
awarded as "Green Champion 2021" Board based on immense contributions made in
creating Bio Diversity conservation Zone at Mondipatti village, resulting in the
improvement of microclimate & species diversity including improvement in endangered
species population such as Grey Slender Loris instituted by Tamil Nadu Pollution Control
Board, Government of Tamil Nadu in June 2022.
The Company was won First position in the 17th National Award for Excellence in
Cost management 2019 in April 2022. The Award is given by the "Institute of Cost and
Works Accountants of India" (ICWAI) for the best costing practices in the companies.
5. MARKET TRENDS AND OUTLOOK
Having successfully overcome the Challenges Posed by The Covid-19 Pandemic, the last
year was an unprecedented year for Indian and the Global Economy. Paper Industry, being
closely linked with the economy has had an unprecedented year too. The entire paper
Industry benefited from the release of pent up demand, post COVID-19. The company could
achieve Zero Stocks of paper at Unit- I, for the second consecutive year and carry minimum
inventory of Board at Unit- II. The year was good for the Writing & Printing segment
of the Paper Industry, with demand continuing to be strong through out the year. However,
demand has slowed down for both printing & writing and packaging segment of the Paper
Industry in the current year. The new pulp mill was commissioned in the 1st quarter of the
year giving the much needed relief in terms of self-sufficiency for the hardwood fiber at
the Packaging board Unit. This led us to shift to making 100% virgin grade during the
year, with focus on the fast growing high value added cup stock segment, which uses
more of our home hardwood pulp. Educational demand of paper is cyclic which leads to
periods of low demand and very high demand. Since customer demands are specific made to
order sizes and additionally demand forecasting is poor, a lot of inventory accumulation
and price corrections happen during the lean periods. Considering this typical nature of
the market, your company has started to increase its focus towards industrial uses of
paper which will ensure that there is a more uniform off-take of paper during the entire
year. The Company has developed certain grades of industrial papers like sublimation
papers, Cup Stocks and papers for offline coating applications to ensure greater
regularity of demand. Increased focus is being put to ensure higher penetration in these
segments. Efforts are also on to improve the sales realisations of different varieties of
paper made by the company by optimizing the product and locational mix. Regular evaluation
of the distribution network and appointment of new distributors is being done. Increased
focus is being laid on greater financial discipline and control measures as well as timely
collection of receivables. On an overall basis the year ended on an optimistic note.
Demand in the Printing & Writing segment has slowed down in the current year. Supplies
from Imports are aplenty. This points to the next year being a subdued one. However,
startup of the new pulp mill will help to enrich the product mix and to optimise cost.
Per capita consumption of paper is low in India, in comparison to the world average.
Even if there is an slight uptic in the per captia consumption of the paper in India, the
growth for paper and packaging board is expected to be good. With greater focus on
"Make in India" we expect exports of paper and converted paper products to be
robust in future. A strong and robust domestic demand coupled with strategic exports of
both paper and converted paper products augers well for the Indian Paper industry. The
company is well positioned to take full advantage of this bright future outlook.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
The details of Directors/ Key Managerial Personnel (KMP) who were appointed or have
ceased to be Director/KMP of the Company during the year 2022-23 are as follows:
Sl. Name of No. Director/KMP |
Date of Appointment / Cessation |
Appointment / Cessation |
1. Dr M Sai Kumar, I.A.S., |
12.06.2022 |
Appointed as Chairman and Managing Director |
2. Thiru S Krishnan, I.A.S., |
12.06.2022 |
Ceased as Chairman and Managing Director |
3. Thiru S Krishnan, I.A.S., |
12.06.2022 |
Change in Designation from Chairman and Managing Director to Non- Executive Director |
4. Dr N Sundaradevan, I.A.S., (Retd.) |
12.09.2022 |
Appointed as Independent Director |
5. Thiru R Anand |
12.09.2022 |
(1st Term) Appointed as Independent Director |
6. Thiru N Narayanan, I.A.S., (Retd.) |
18.09.2022 |
(1st Term) Ceased as Independent Director |
7. Dr M Arumugam |
19.09.2022 |
(2nd Term) Appointed as Independent Director |
8. Thiru P B Santhanakrishnan |
19.09.2022 |
(2nd Term) Appointed as Independent Director |
9. Thiru R Anand |
20.09.2022 |
(2nd Term) Ceased as Independent Director |
10. Thiru Harmander Singh, I.A.S., |
31.10.2022 |
(1st Term) Ceased as Director |
11. Thiru C Vijayaraj Kumar, I.A.S., |
13.02.2023 |
Appointed as Director |
12. Tmt Anuradha Ponraj |
01.07.2022 |
Appointed as Company Secretary |
13. Thiru B Thamizh Selvan |
30.06.2022 |
Ceased to be Company Secretary |
As on 31st March, 2023, your Company has nine (9) Directors out of whom five are
Independent and other three are Government Nominee Directors. The remaining one is
Chairman and Managing Director. The Independent Directors are appointed for a fixed period
of three years. The three Government Nominee Directors are appointed in replacement for
existing Government Nominees only during the financial year whose appointments have to be
confirmed in the Annual General Meeting. The remaining one director i.e. Chairman and
Managing Director is not liable for retirement by rotation as per Article 141 of the
Articles of Association of the Company. In accordance with the provisions of the Companies
Act, 2013 and in terms of the Memorandum and Articles Association of the Company, Thiru S
Krishnan, I.A.S., Director retires by rotation at the forthcoming Annual General Meeting.
He is eligible for reappointment as Director. There has been no changes in Senior
Management Executives during the financial year 2022-23.
6.1 Declaration from Independent Directors on Annual Basis
The Independent Directors have submitted their disclosure to the Board confirming that
they fulfill all the requirements as to qualify for their appointment as an Independent
Director under the provisions of Section 149 of the Companies Act, 2013 as well as SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred
to as SEBI Regulations. In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and they fulfil the conditions specified in the Act and
the Rules made thereunder and are independent of the management.
6.2 Remuneration Policy
The Board, on the recommendation of the Nomination & Remuneration Committee has
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The details of policy are provided in the website of the Company and in the
Corporate Governance Report forming part of this report (Annexure VII). Also the
ratio of remuneration of KMP to the median employees remuneration is also forming part of
this report (Annexure IV). 6.3 Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year, eight meetings of the Board and Seven meetings of the Audit Committee were
convened and held, the details are given in the Corporate Governance Report forming part
of this report (Annexure VII). The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI
Regulations.
6.4 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI
Regulations, the Board has internally carried out an annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of the working of
its Committees for the financial year ended 31st March, 2023. The guidance note dated
January 5, 2017 as suggested by SEBI was referred to, while carrying out the annual
performance evaluation. A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgments, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board on the following broad criteria i.e.
attendance and level of participation at meetings of the Board/Committees, independence of
judgement exercised by Independent Directors, interpersonal relationship etc.
The performance evaluation of the Chairman and Managing Director and the Non
Independent Directors was carried out by the Independent Directors in their meeting held
on 31st March 2023. The Directors expressed their satisfaction with the evaluation
process.
7. Internal Complaints Committee
The Company has constituted an Internal Complaint Committee (ICC) in accordance with
Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal.
1. Tmt R. S. Tamilarasy, Senior Manager (Lab) Presiding Officer
2. Thiru K. S. Sivakumar, Senior Manager HR / Member
3. Tmt R Suchitradevi, Officer HR / Member
4. Tmt Revathi Janakeraman, Founder /CEO, CWEO Member representing NGO The above
members are amongst employees preferably committed to the cause of women or who have had
experience in social work or have legal knowledge. During the year under review, there
were no complaints referred to the committee and no complaints were pending for action.
8. AUDITORS a) Statutory Auditors:
The Comptroller and Auditor General of India appointed M/s Maharaj N R Suresh and Co
LLP, Chartered Accountants, Chennai, as the Statutory Auditors of the Company for the
financial year 2022-23. b) Cost Auditors :
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company
in respect of its paper, cement and energy activities are required to be audited. Your
Directors had, on the recommendation of the Audit Committee, appointed M/s S Mahadevan
& Co, Cost Accountants to audit the cost accounts of the Company for the year 2022-23.
The cost audit report for the year 2022-23 will be submitted to the Central Government
before the due date. Cost Audit report for the financial year 2021-22 was filed within
scheduled time.
c) Secretarial Auditor:
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
appointed M/s. M Damodaran & Associates, LLP, a firm of Company Secretaries in
practice to undertake the Secretarial Audit of the company for the Financial Year 2022-23.
The Report of the secretarial audit is annexed herewith as "Annexure II".
9. NON- CONVERTIBLE DEBENTURES
The company has not issused any Non-Convertible Debentures (NCD) during the year and
there was no NCD outstanding as on 31st March, 2023.
10. FIXED DEPOSITS
During the year under review, the Company has not accepted deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptances of Deposits) Rules, 2014.
11. RISK MANAGEMENT COMMITTEE/ FRAMEWORK
The Company has constituted a Risk Management Committee as required by the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI,
LODR")
TNPL has established a Risk Management Framework under which the risks covering the
entire operation have been identified and categorized as high, medium and low.
All the risks are discussed periodically by the Senior Management in the Committee
meetings and appropriate actions are taken pro-actively.
The risk details and mitigation plans are placed before the Risk Management Committee
and the Board, bi-annually as per the requirements of SEBI (LODR).
12. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY
TNPL has instituted adequate internal control procedures commensurate with the size of
its operations. TNPL has also prepared an Internal Control Procedure Manual' to
ensure that the control procedures are followed by all Departments. The Departments
concerned in the company are complying with the stipulations in the manual without
deviating the procedures. The Internal Audit monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company.
Internal controls are supported by internal audit and management reviews. The Audit
Committee meets periodically with the Management, External-Internal Auditors, Statutory
Auditors and reviews the Annual Audit plans and internal controls. All significant
observations of the Auditors are acted upon. The Audit Committee met 7 times during the
financial year. The review of Management Response to Audit Observations constitutes an
important aspect of the Agenda.
13. VIGIL MECHANISM / WHISTLE BLOWER
POLICY
The Company has framed a Vigil Mechanism / Whistle Blower Policy; the details of such
Policy are explained in the Corporate Governance Report and also posted on the website of
the Company at www.tnpl.com.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
15. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year, the Company has transferred Rs. 15,70,230/- (Rupees Fifteen Lakhs
Seventy Thousand Two Hundred and Thirty Only) being the Dividend amount which was due and
payable and remained unclaimed and unpaid for a period of seven years, to the Investor
Education and Protection Fund, as required under Section 124(5) of the Companies Act,
2013.
16. UNPAID DIVIDEND STATUS
Dividend was remaining unpaid due to non-confirmation of their new addresses by the
concerned shareholders. The unpaid dividend warrants were returned by the postal
authorities. Effective follow-up by the Company has resulted in Unpaid Dividend being
consistently equal or below 0.5% of the total dividend. As and when the shareholders
communicate the new address, the dividend is sent to the shareholders. At the end of seven
years, the unpaid dividend is transferred to Investor Education and Protection Fund
(IEPF). The table and graph given below summarize the status of Unpaid Dividend.
DIVIDEND STATUS FOR THE LAST 7 YEARS
|
|
|
|
|
|
|
(Rs In lakhs) |
Sl No. YEAR |
SHARE CAPITAL |
DIVIDEND % |
DIVIDEND AMOUNT |
DIVIDEND PAID |
DIVIDEND UNPAID AS ON 31.3.2023 |
% OF PAID DIVIDEND |
% OF UNPAID DIVIDEND |
1 2015-16 |
6921.06 |
75 |
5190.80 |
5170.60 |
20.20 |
99.62 |
0.38 |
2 2016-17 |
6921.06 |
75 |
5190.80 |
5169.90 |
20.90 |
99.60 |
0.40 |
3 2017-18 |
6921.06 |
50 |
3460.53 |
3450.51 |
10.02 |
99.72 |
0.28 |
4 2018-19 |
6921.06 |
75 |
5190.80 |
5174.86 |
15.94 |
99.70 |
0.30 |
5 2019-20 |
6921.06 |
60 |
4152.63 |
4140.92 |
11.71 |
99.72 |
0.28 |
6 2020-21 |
6921.06 |
30 |
2076.32 |
2069.03 |
7.29 |
99.65 |
0.35 |
7 2021-22 |
6921.06 |
40 |
2768.42 |
2761.41 |
7.01 |
99.75 |
0.25 |
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO
The particulars required under Sec. 134(3) (m) of the Companies Act, 2013, read with
the Rule 8 of The Companies (Accounts) Rules, 2014, is furnished in Annexure III to
this Report.
18. HEALTH
An Occupational Health Centre (OHC) is functioning on round the clock basis in both the
Units of TNPL with requisite Medical Officers, Nurses, Pharmacists, ANM (Auxiliary Nursing
Midwisery) and Attenders to render Medical Assistance for the employees and their
dependents. In addition, every Sunday, one Speciality/ Super Speciality Doctor from
various branches visits the OHC. For Speciality/ Super Speciality treatments apart from
facilities in OHC, employees are referred to outside hospitals for expertise treatment. In
such case, company bears 50% of medical expenses and for remaining 50% there is a tie up
with an insurance company.
Further, Company bears the entire medical expenses for 7 Serious Ailments. In order to
avail medical treatment, 180 days of Special Leave is being sanctioned to those employees,
who suffer from any one of the 7 serious Ailments. This apart, in case, 180 days of
Special Leave got exhausted, an additional 180 days of special leave is also sanctioned on
case to case basis. To meet out the statutory requirements, comprehensive Master Health
Check-up is being carried out for employees five times in their service period i.e at age
of 40 years, 45 years, 50 years, 55 years and 59 years on free of cost. Every year,
Audiometric test is being conducted to those employees, who are exposed to high noise at
areas. Once in 2 years, eye test is being carried out for employees, who are in driving
job. TNPL is committed to take care of the health of employees thereby ensuring better
productivity.
19. SAFETY
TNPL has adopted a clearly defined Occupational Health and Safety Policy. Suitable
Personal Protective Equipment's (PPE) are provided to all employees. Periodical Training
Programs are conducted on handling of hazardous chemicals, material handling, usage of
PPEs, electrical safety, road safety, first aid, fire fighting etc. to improve safety
awareness among the employees including contract workmen. Caution boards, posters,
slogans, Do's and Don'ts etc. are displayed at prominent places to promote safety at work
places. Safety Committee with representatives from Management and Workmen has been
constituted. Safety Committee meetings are conducted periodically and suggestions given to
improve safety aspects are implemented.
Accidents and incidents are investigated and preventive / corrective actions are taken
to avoid recurrence. Mill wide Safety Audit, HAZOP study and Risk Analysis are carried out
periodically through experts in industrial safety and the recommendations are implemented.
An updated On-site Emergency Plan (OEP) and Off-site Emergency Plan are available to
mitigate emergencies. Periodic mock drills for hazardous chemical leakages and fire
incident are conducted to ensure the effectiveness of emergency preparedness. The entire
Mill is covered with fire hydrant points with pressurized water ring mains for fire
fighting. Also different types of fire extinguishers according to the nature of fire are
provided at strategic points since inception, TNPL has maintained an excellent safety
record.
20. PARTICULARS OF EMPLOYEES
None of the employees of the company was in receipt of remuneration in excess of the
limits prescribed under the Companies Act, 2013 and the Rules framed there under. The
information as required under Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
company, is annexed as Annexure IV.
21. CASH FLOW STATEMENT
As required under Regulation 34(2) (c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, a Cash Flow Statement prepared in accordance with the
Indian Accounting Standard 7 (IND AS-7) forming part of this report.
22. EXPORT HOUSE STATUS
The Company continues to be accredited with Star Export House Status by the Government
of India, Ministry of Commerce, Directorate General of Foreign Trade, in recognition of
the export performance.
23. INDUSTRIAL AND PERSONNEL RELATIONS
The Company continues to ensure an equitous, safe and secure environment for employees
to work with dignity and to have healthy employee relations, thereby paving way for better
productivity. Positive work culture built over the years has enabled the company to
harness its human resources to the full potential. TNPL is proud to exude that there is no
industrial unrest despite of having many Trade Unions. Inspite of severe competition,
enthusiasm and unstinting efforts of the employees have enabled the Company to remain at
the forefront of the industry. Since inception, TNPL is committed to provide the basis for
sustainable development by upholding ethical practice and promoting the economic and
social aspirations of all citizens in the surrounding area to maintain cordial and healthy
industrial relations that strike a balance between organisation's purpose and business
needs and the bottom line work force.
24. ENHANCING SHAREHOLDERS' VALUE
Your Company believes in the importance of its Members who are among its most important
stakeholders. Accordingly, your Company's operations are committed to the goal of
achieving high levels of performance and cost effectiveness, growth building, enhancing
the productive asset and resource base and nurturing overall corporate reputation. Your
Company is also committed to creating value for its stakeholders by ensuring that its
corporate actions have positive impact on the socio-economic and environmental growth and
development.
25. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that: 1. in the
preparation of the annual accounts for the year ended 31st March, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any; 2. the Directors had selected 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 at the end of the
financial year and of the profit of the company for that period; 3. the Directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; 4. the Annual
Accounts were prepared for the financial year ended 31st March, 2023 on a going concern
basis; 5. the Directors have laid down proper internal financial controls to be followed
by the company and that such internal financial controls are adequate and are operating
effectively; 6. the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and are operating
effectively.
26. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return
will be made available on the Company's website at www.tnpl.com. The details forming part
of the extract of the Annual Return in Form MGT 9 is attached as (Annexure V).
27. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Report on Management Discussion and Analysis and the Report on Corporate Governance
forming part of Directors' Report are attached as (Annexures VI and VII).
As required by the SEBI Regulations, the Statutory Auditor's Certificate on Corporate
Governance and a Declaration by the Chairman and Managing Director with regard to Code of
Conduct are attached to the Report on Corporate Governance.
28. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI, LODR) with amendments to Regulation 34 vide Gazette
notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May 2021 introduced new reporting
called The Business Responsibility & Sustainability Reporting' (BRSR) for the
top 1000 companies based on Market Capitalization of BSE and NSE for every financial year
ending 31st March. This reporting is applicable to our Company from this financial year
2022-23. This forms part of the Annual Report in line with the format prescribed by SEBI
as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached as (Annexure VIII).
29. RELATED PARTY TRANSACTIONS
All Related Party Transactions during the financial year 2022-23 were on an arm's
length basis and were in the ordinary course of business. They have been disclosed in Note
No. 39(e) of the financial statements. None of these transactions is likely to have a
conflict with the company's interest.
There are no materially significant transactions with related parties during the year
with Promoters, Directors, Key Managerial Personnel or other designated persons which are
potentially conflicting with the interest of the Company at large.
The Board of Directors have updated the policy on Related Party Transactions and the
same is uploaded on the Company's website at www.tnpl.com.
None of the Directors or Key Managerial Personnel have any pecuniary relationships or
transactions vis- -vis the Company.
Accordingly, the disclosures of Related Party Transactions required under section 134
(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
30. SUBSIDIARIES/ASSOCIATES/JOINT
VENTURES
The Company does not have any Subsidiaries/ Associates/Joint Ventures.
31. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business during the financial year under
review
32. SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2).
33. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
34. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year and date of this report.
35. CEO / CFO CERTIFICATION
As required by Regulation 17(8) of the SEBI Regulation, a Certificate on the Financial
Statements and Cash Flow statement of the company for the year ended 31st March, 2023 duly
signed by the Chairman and Managing Director was submitted to the Board of Directors at
their meeting held on 24th May, 2023.
36. DISCLOSURE REQUIREMENTS SECTION 134 COMPANIES ACT, 2013
As per the Companies Act, 2013 [Section 134(3)] the Boards report shall include
additional contents and disclosures. Accordingly such contents and disclosures has been
made at appropriate places that forms part of this Report.
37. ACKNOWLEDGEMENT
The Board has pleasure in recording its appreciation for the assistance, co-operation
and support extended to the company by the Government of Tamil Nadu, Commercial Banks,
Financial Institutions, Sugar Mills and Dealers.
The Board also places on record its sincere appreciation of the positive response
received from the Company's valued customers and thank them for their continued support.
The Company is grateful to all employees for their exemplary co-operation during the
year. Their contribution has been truly outstanding. The Directors place on record their
appreciation of the excellent effort made by every employee to enhance the company's
performance in adverse market conditions. Finally, the Board of Directors sincerely thank
the shareholding community for their solid support and for the confidence they have
reposed in the Company.
38. CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. The Company cannot
guarantee the accuracy of assumptions and the projected future performance of the Company.
The actual results may materially differ from those expressed or implied in this report.
Important factors that could influence the Company's operations include global and
domestic demand and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws, economic
developments within the country and other factors such as litigation and industrial
relations
|
For and on behalf of the Board |
Place: Chennai |
Dr M Sai Kumar, I.A.S., |
Date: 24th May 2023 |
Chairman and Managing Director |
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