tamil nadu newsprint papers ltd Directors report

TO THE MEMBERS

Your Companys 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 Directors 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 Companys 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 companys 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 companys 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 Companys 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 Boards 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 Equipments (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, Dos and Donts 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 organisations 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 Companys 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. DIRECTORS 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 Companys 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 Auditors 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 arms 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 companys 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 Companys 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 Companys 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 Companys 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 companys 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 Directors Report and the Management Discussion & Analysis describing the Companys 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 Companys 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