Seshasayee Paper & Boards Ltd Directors Report.

he Directors hereby present their Sixty First T Annual Report and the Audited Accounts for the year ended March 31, 2021.

The Company has adopted the Indian Accounting Standards (IndAS) from Financial Year 2017-18 as mandated. Accordingly, the financial statements for current year, including comparative figures of previous year are based on IndAS and in accordance with the recognition and measurement principles stated therein, as well as other accounting principles generally accepted in India. While this has no major impact for the

Statement of Profit and Loss, there is and there will be periodical impact for "Other Comprehensive Income" in measuring and restating investments at fair value.

WORKING RESULTS

2020-21 2019-20
(in tonnes) (in tonnes)
Production 1 70 138 1 97 547
Sales 1 39 005 1 87 271
(Rs crores) (Rs crores)
Revenue from
Operations 781.79 1183.98
Other Income 19.32 22.73
Total Income 801.11 1206.71
Profit before
interest,
depreciation,
exceptional item
and tax 126.87 289.57
Finance Cost 2.91 6.89
Depreciation 37.60 35.00
Profit before tax 86.36 247.68
2020-21 2019-20
(Rs crores) (Rs crores)
Profit before tax 86.36 247.68
Provision for
current tax 18.44 45.17
Transfer to / (from)
Deferred Tax (-) 32.35 29.05
Net Profit 100.27 173.46

DIVIDEND

The Board of Directors recommend payment of Dividend at Rs 2.50 (Rupees Two and Fifty paise) per Equity Share of Rs 2 each, absorbing a sum of

Rs 15.77 crores.

As per the provisions of the Income tax Act, 1961, as amended by the Finance Act, 2020, Dividend Distribution Tax is not applicable in respect of Dividends declared, distributed or paid by the Company after March 31, 2020. The same will be taxed in the hands of the Shareholders. As per Ind AS 10, Events after the reporting period, Proposed Dividend on Equity Shares, being a non-adjusting event at the Balance Sheet date, is not recognised as a liability in the accounts for the year ended March 31, 2021. The same will be recognised in the year of payment, viz., year ending March 31, 2022.

APPROPRIATIONS

2020-21
(Rs crores)
Net profit for the year 100.27
Add:
Income from SPB Equity Shares
Trust 0.74
Carried over 101.01
2020-21
(Rs crores)
Brought forward 101.01
Add:
Surplus brought forward from the
previous year 199.77
Add:
Re-measurement of defined
benefit Plans (net of tax) 1.34
302.12
Less:
Dividend paid during the year (For
Financial Year 2019-20) 25.23
Tax on Dividend distribution --
Transfer to General Reserve 100.00
Balance carried forward 176.89

OPERATIONS

The lockdown imposed in multiple phases to contain the spread of COVID-19 pandemic, had affected the normal functioning of commercial establishments, schools, colleges and educational institutions. Slowdown in the Indian economy, coupled with poor offtake in export markets due to the pandemic situation, had resulted in significant reduction in demand for Printing and Writing Paper, key segment in which the Company operates. Due to these factors, Company witnessed significant drop in Revenue and profits during the year ended March 31, 2021.

PRODUCTION

During the FY 2020-21, the production at Unit : Erode was 1 12 489 tonnes of paper, as compared to 1 25 313 tonnes, produced in the previous year. The production during the year includes 16 226 tonnes of Pulp Board produced during the year (Previous Year - Nil). Accordingly paper production at Unit : Erode was lower by

29 050 tonnes, compared to the previous year Reduction was mainly due to (i) the poor market conditions on account of the Covid-19 pandemic related lockdowns and the consequent market related intermittent shuts that the Company had to avail in its Paper Machines and (ii) the shuts availed by the Company for upgradation works in its Paper Machines during the year, under Mill Development Plan - III.

Unit : Erode also produced 32 569 tonnes of Wet Lap Pulp (Previous Year 35 083 tonnes) to augment the Pulp requirements of Unit : Tirunelveli.

Unit : Tirunelveli produced 57 649 tonnes of Paper during the FY 2020-21, as compared to 72 234 tonnes, produced in the previous year. The production was lower by 14 585 tonnes, compared to the previous year. Reduction was mainly due to the poor market conditions and the consequent market related intermittent shuts.

Overall Production for the Company was 170 318 tonnes of Paper and Boards for the year, as compared to 1 97 547 tonnes produced, in the previous year.

SALES

During the FY 2020-21, Company registered overall sales of 1 39 005 tonnes of Paper (Previous year : 1 87 271 tonnes). Unit : Erode registered Sales of 86 309 tonnes of paper in FY 2020-21 (Previous year : 117 576 tonnes). The Companys unit in Tirunelveli registered sales of 52 696 tonnes of Paper during FY 2020-21 (Previous Year : 69 695 tonnes).

In addition, as part of its trading activity, the Company had sold during FY 2020-21, petroleum products valued at Rs 21.75 crores (Previous Year:

Rs 25.62 crores) and 367 tonnes of Note Books valued at Rs 3.61 crores (Previous Year : 365 tonnes valued at Rs 3.81 crores).

The overall Inventory of Paper and Boards stood at 35 225 tonnes, as on March 31, 2021 (As on March 31, 2020 - 9 831 tonnes). Closing Stock of Notebook was 459 tonnes, as on March 31, 2021 (Stock of Notebook as on March 31, 2020 : 458 tonnes).

PROFITABILITY

The Revenue from Operations of the Company for the year was Rs 781.79 crores, as against Rs 1183.98 crores, in the previous year. Profit before interest, depreciation, exceptional item and tax was Rs 126.87 crores, for the Company as a whole, compared to Rs 289.57 crores, in the previous year.

After absorbing interest and depreciation of Rs 2.91 crores and Rs 37.60 crores respectively, the Profit before tax (PBT) was Rs 86.36 crores in FY 2020-21, as compared to Rs 247.68 crores, in the previous year.

The Company registered a lower PBT compared to previous year, mainly due to lower sales volumes and drop in net sales realisations in the current year, attributable in entirety to the significant reduction in demand for Printing and Writing Paper caused by lockdown imposed in multiple phases by Central / State Governments in India, to contain the spread of COVID-19 pandemic.

For the year ended 31st March 2021, current tax liability works out to Rs 18.44 crores, as against a liability of Rs 45.17 crores in the previous year. Considering the advantages, the Company plans to opt for the reduced tax rate of 25.17% (including surcharge and Cess) under Section 115BAA of the Income Tax Act from the FY 2021-22. Accordingly, the deferred tax assets and liabilities, as on March 31, 2021, have been measured at the effective income tax rate of 25.17%, which is expected to be applied to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The restatement, at effective tax rate of 25.17%, involved a reversal of Net Deferred Tax Liability Rs 43.67 crores and the Deferred Tax Expense for Q4/FY 2020-21 is net of the aforesaid amount.

As a result, profit after tax for the year ended March 31, 2021 was Rs 100.27 crores, as compared to Rs 173.46 crores, in the previous year.

FINANCE

The Company did not have any instalments of Term Loans and interest (on Term Loans and Working Capital borrowings), due for payment during the year.

The Company reports NIL debt position as on March 31, 2021 (Debt Position as on March 31, 2020 was also NIL).

INTEREST FREE SALES TAX DEFERRAL LOAN

The Company repaid Rs 3.35 crores during the year and the balance outstanding as on March 31, 2021 was Rs 8.40 crores.

MARKET CONDITIONS

Both the units of the Company (Units in Erode and Tirunelveli) had closed down operations from midnight of March 24, 2020, in response to the nation-wide lockdown to curb the spread of Covid-19 Virus.

Subsequently, in response to our representation dated April 10, 2020, the Collector of Namakkal District had given permission on same day to the Company to recommence its operations in Unit : Erode, with minimum employees, following all precautions in every shift and after ensuring full hygenic care and protection of the employees.

Accordingly, the Company recommenced its operations in its Unit : Erode on April 13, 2020. Based on Collectors (Tirunelveli District) permission to recommence operations, Unit:Tirunelveli recommenced operations on April 27, 2020.

The Company has taken all necessary precautions in both the units and has arranged for required Masks, Hand Sanitisers, etc., to ensure protection for all its employees. The Company, in its Unit : Erode as well as in Unit : Tirunelveli, has Doctor in attendance, to attend to the health issues of the employees.

The paper market reached a trough in the last week of March 2020, amidst the Lockdown of key markets in India and across most parts of the Globe, due to Covid-19 pandemic. This adverse situation continued in the first half FY 2020-21, significantly affecting the revenue and profitability during the first 2 quarters of the FY 2020-21. The gradual relaxation of lock down initiated by the Government in Q2 was widely expected to trigger a pickup in demand for the paper industry in Q3. This unfortunately did not materialise for the printing and writing segment. Demand for Maplitho and Creamwove grades, the segments which represent major share of the Companys revenue, continued to remain low in Q3 mainly due to large sections of educational sector still remaining closed, dearth of orders from publishing industry and most institutions skipping printing of calendars / diaries for the current year.

The last quarter of FY 2020-21 witnessed favourable market conditions with increase in demand for most varieties of Printing and Writing paper. This resulted in increase in sales volumes and selling prices in Q4-2020-21. However, the net sales realisations from the Export Markets continued to be under pressure mainly on account of scarcity of containers resulting in higher logistics costs.

However, with a strong second wave of Covid-19 pandemic and consequent staggered lockdowns in place, the sustainability of the demand recovery is a challenge in the short term. Until Financial Year 2018-19, the Company had achieved Zero Stock of Finished Goods at the end of Financial Year, in 21 years out of the last 25 years. On account of the market and the supply chain disruptions caused by Covid-19 and consequent lockdowns, the Company could not achieve Zero Stock of Finished Goods in the FY 2019-20 and FY 2020-21.

EXPORT PERFORMANCE

Unit : Erode exported 11,802 tonnes of paper during the year, as compared to 15,324 tonnes exported during FY 2019-20. The export proceeds in Foreign Currency for the year 2020-21 amounted to US $ 7,793,716 (Previous Year Exports - US $ 12,852,220 and AED 1,312,846). For Unit : Erode, in Rupee terms, the value of exports amounted to Rs 55.38 crores (Previous Year Rs 88.40 crores). For Unit : Erode, by volume, exports constituted around 14.38% of the Production as against the 12.23% in the previous year. Unit : Erode also sold 73 tonnes during the year, under deemed exports whose proceeds amounted to Rs 0.46 crores. (Previous Year : 63 tonnes valued at Rs 0.41 crores). Unit : Tirunelveli exported 16,181 tonnes of Paper during the year, as against 21,089 tonnes exported during 2019-20. The export proceeds in Foreign Currency amounted to US $ 11,200,798 (Previous Year Exports - US $ 16,673,504 and EURO 1,383,280). For Unit : Tirunelveli, in Rupee terms, the value of exports amounted to Rs 75.32 crores (Previous Year Rs 120.51 crores). For Unit: Tirunelveli, Exports, by volume, constituted around 28.06% of the Production as against 29.20% in the previous year. Unit : Tirunelveli did not have deemed exports sales during the year (Previous Year : 33 tonnes valued at Rs 0.19 crores).

TREE FARMING ACTIVITY

The Company continues to provide quality Clonal Seedlings of Eucalyptus, as well as bare-rooted Casuarina Seedlings, at subsidised rates, to interested farmers and assist them with technical help to achieve higher yields.

In addition, the Company had provided clones of Melia-Dubia, a high yielding fast growing species, suitable for Pulp production to interested farmers.

Technical Support to the farmers for this initiative is being provided in association with the Department of Tree Breeding of Forest College and Research Institute, attached to Tamil Nadu Agricultural University, Coimbatore, through a Collaborative Research Project.

In accordance with the Companys vision to achieve wood positive status, over sixteen crore Seedlings (Clonal Eucalyptus Seedlings, bare-rooted Casuarina Seedlings and Melia Dubia Clones) were made available during the year, to farmers at subsidised rates for planting in about 19015 acres of land. (Previous Year : 16801 acres).

ISO 9001 / ISO 14001 ACCREDITATION

The Companys Quality Management Systems and Environment Management Systems continue to be covered under ISO 9001 and ISO 14001 Accreditations.

Both ISO 9001 and ISO 14001 Standard have undergone revision to 2015 Standards which lays emphasis on role of top management, adoption of risk management and change management. All these changes are to facilitate sustainability in business performance.

OHSAS 18001 CERTIFICATION

The Company continues to enjoy certification under Occupational Health and Safety Assessment Series 18001 (OHSAS) which is an international standard that facilitates management of Occupational Health and Safety risks associated with the business of the organisation.

FOREST STEWARDSHIP COUNCIL (FSC) CERTIFICATION

The Company has been certified under four Standards of FSC, viz. FSC-STD-40-004, FSC-STD-40-005, FSC-STD-40-003 and FSC-STD-50-001. By this, the Company assures its stakeholders that the wood and wood fibre (pulp) purchased by it are traceable to responsibly managed plantations and that adequate document controls are in place to ensure identification and traceability throughout the Chain of Custody. This also means that the Company is capable of manufacturing and selling FSC 100% and FSC Mix Products in the domestic and international markets.

AWARDS

The Company won the following Awards and recognitions during the year : CII SR EHS Excellence Awards for the year 2020 - Company secured 3-Star Rating from CII in appreciation of the EHS Practices of the Company.

Tamil Nadu State Safety Award.

EXPORT HOUSE STATUS

TheCompanycontinuestobeaccreditedwith "Star Export House" Status by the Government of India, Ministry of Commerce, Directorate General of Foreign Trade, in recognition of its export performance.

DEPOSITORY SYSTEM

As on March 31, 2021, 12 938 Shareholders are holding Shares in Demat form and 4 99 52 295 shares have been dematerialised, representing 79.20% of the total Equity Share Capital.

SUBSIDIARY

M/s Esvi International (Engineers & Exporters) Limited (Esvin) is a wholly owned subsidiary of the Company. Currently, Esvin holds properties and derives property income.

MILL DEVELOPMENT PLAN

In the FY 2020-21, the Company had embarked on a Mill Development Plan - III (MDP - III) at Unit : Erode at a Cost of Rs 315 crores.

The MDP - III at Unit : Erode consists of :

Upgradation and Modernisation of the Paper Machines to increase the Capacity from 1 32 000 tonnes per annum to 1 65 000 tonnes per annum.

Upgradation and Modernisation of the RDH Pulp Mill to increase the Capacity to 1 54 000 tonnes per annum.

Conversion of one Paper Machine to manufacture high end varieties of multilayer boards.

Upgradation of the Recovery Island and Augmentation of Waste Water Treatment Plant.

The execution of the Project (MDP-III) had commenced with July 01, 2019 as the Zero Date, with an originally planned project execution period of 21 months. However, with some of the major suppliers and service providers, both globally and in India, located in Covid-19-lockdown areas, the project has seen delays and the Company expects to complete the Project in entirety, in FY 2021-22.

Some of the major components of the project, namely (a) upgradation of Paper Machine No. 5, (b) upgradation of Paper Machine No. 1, (c) conversion of Paper Machine No. 2 for manufactureofsingle layerandmulti-layer boards, have been completed. Other critical components of the project, namely (a) the upgradation of Paper Machine No. 3, (b) upgradation of Paper Machine No. 4, (c) upgradation of Recovery Island and RDH Pulp Mill, are expected to be completed in phases in the FY 2021-22.

In the matter of acquisition of M/s Servalakshmi Papers Limited (under liquidation), the company has since advised the liquidator that it would not be interested in pursuing the proposal.

CURRENT YEAR (2021-22)

A strong second wave of Covid-19 pandemic and consequent staggered lockdowns in place have affected and halted the demand up-tick that was witnessed in the last quarter of FY 2020-21.

Order inflow has once again been impacted due to the consequences of 2nd wave, with schools and colleges continuing to remain closed and work-from-home trend continuing in offices. Outlook for 1st quarter of FY 2021-22 doesnt look promising with stricter lockdowns looming, with rapid spread of the virus.

In Unit : Erode, the Production during April 2021 was 10863 tonnes, as compared to

5 715 tonnes, produced during April 2020. In

Unit : Tirunelveli, the Production was 6003 tonnes in April 2021, as against 337 tonnes in

April 2020. The overall Production for the Company, for the month of April 2021, was 16866 tonnes. Total Value of Production, during April 2021, amounted to only Rs 77.75 crores, compared to Rs 26.15 crores during April 2020.

During April 2021, 3006 tonnes of paper, valued at Rs 14.38 crores were exported.

ENVIRONMENTAL PROTECTION

The Company continues to provide utmost attention to the conservation and improvement of the environment. In Unit: Erode, the Power Boilers, Lime kiln and Recovery Boilers are equipped with Electro Static Precipitators, to arrest dust emissions. The Company operates an Anaerobic Lagoon, for high BOD liquid effluents and a Secondary Treatment System for total Mill effluent. These facilities are operating efficiently, enabling the Company to comply with the Pollution Control norms, on a sustained basis. The treated effluent water continues to be utilised for irrigating nearby sugar cane fields.

Additional treatment facilities have been proposed for waste water under the Mill Development Plan - III.

Unit: Tirunelveli is well equipped with efficient Electro Static Precipitator for the Power Boiler and has an extensive green cover. Its treated waste water, after recycling, is used to irrigate the Company owned lands. As part of the Mill Expansion Plan, the Waste Water Treatment

Plant has been augmented with a Dissolved Air Floatation Cell and Anaerobic Digester.

MANAGEMENTS DISCUSSIONS AND ANALYSIS REPORT

The Report on Managements Discussion and Analysis, as required under Clause 49(VIII)(D) of the Listing Agreement with Stock Exchanges covering industry structure and developments, opportunities and threats, outlook, discussion on financial performance, etc., is contained in "Management Discussion and Analysis Report" that forms an integral part of this Report and annexed as Annexure - I.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 and Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report, together with the Certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance is given in Annexure - II.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the SEBI (LODR) Regulations requires the listed entities, to include a Business Responsibility Report (BRR) in their Annual Report, describing the initiatives taken by the Company from Environmental, Social and Governance perspective, in the format as specified by SEBI from time to time. Originally, this regulation / reporting requirement was applicable only for the top 500 listed Companies, based on Market Capitalisation (calculated as on March 31 of every financial year).

However, SEBI, vide their amendment to LODR, dated December 26, 2019, has extended this to Top 1000 Companies and this Regulation is applicable to our Company, with effect from Financial Year 2019-20.

The Company has drafted the Business Responsibility Report for FY 2020-21, in line with the format prescribed by SEBI, which is given in

Annexure - III to the Directors Report.

DISCLOSURE REQUIREMENTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013

Section 134(3) of the Companies Act, 2013 requires the Boards Report to include several additional contents and disclosures compared to the earlier law. Most of them have accordingly been made in the Corporate Governance Report at appropriate places that forms an integral part of this Report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form MGT - 9, is given in Annexure - IV.

DIRECTORSRESPONSIBILITY STATEMENT

While preparing the annual accounts, the Company has adhered to the following: Applicable Accounting Standards, referred to in Section 133 of the Companies Act, 2013, have been followed.

The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the said period. 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.

The Directors have prepared the annual accounts on a "going concern" basis. The Directors have laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and were operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

During the year, High Energy Batteries (India) Limited (HEB) repaid the Inter Corporate Loan of Rs 4.40 crores, along with interest. There is no principal or interest due from HEB to the Company, as on March 31, 2021.

During the year, the Company did not extend any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on Material RPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure - V.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of business of the Company during the year. Commencing from the last week of the financial year ended March 31, 2020 and continuing in to the first-half of financial year 2020-21, the Companys operations were materially impacted by lower production, lower sales, higher Inventory and negative cash generation, due to the lockdown consequent to Covid-19 pandemic.

There are no other material changes and commitments in the business operations of the Company since the close of the financial year on 31st March 2021 to the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure - VI.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 mandates every Company having minimum threshold limit of net worth, turnover or net profit as prescribed to constitute a Corporate Social Responsibility Committee of the Board, formulation of a Corporate Social Responsibility Policy that shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board, fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time. Since your Company falls within the minimum threshold limits, constituted a CSR Committee of the Board and formulated a CSR Policy. The CSR Report, forming part of this Report, is furnished in Annexure - VII.

COVID-19 RELIEF ACTIVITIES

Our Company undertook a series of initiatives throughout the year, to help our employees, their families and those living around our Units to combat Covid-19 pandemic. While re-commencing operations of the Plant, a detailed Standard Operating Procedures (SOP) was put in place and Awareness Programmes were conducted for all employees.

The Company provided face masks, gloves and other protection materials free of cost to all employees and nearby residents. In line with the Guidelines of Govt. of Tamilnadu, Kabasura Kudineer (a herb based medicinal drink) was distributed, free of cost, to all our employees and residents regularly. Hand sanitizers were provided at mill entrance, all departments and also in public places around the Mill. Packets containing rice, grocery, cooking oil, etc. were distributed to those residing in containment areas as requested by District Collector, Namakkal. Disinfectant was sprayed every day using a dedicated tractor all over the Plant, Residential Colony and nearby Villages. The Company also assisted installation of Key Medical Equipment, Oxygen Storage System, etc. in nearby Govt. Hospitals.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197, read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, is furnished in Annexure - VIII.

CASH FLOW STATEMENT

As required under Regulation 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is attached to the Balance Sheet.

INDUSTRIAL RELATIONS

Relations between the Management and Employees were cordial throughout the year under review. The five year wage / salary agreement with labour unions / staff association expired on March 31, 2019. Negotiations are underway for a new agreement which will be effective from April 01, 2019.

DIRECTORS

During the FY 2020-21, Tamilnadu Industrial Investment Corporation (TIIC) withdrew the nomination of Tmt. E Sundaravalli, IAS and in her place nominated Tmt. Sigy Thomas Vaidhyan, IAS (Managing Director, TIIC) as its Nominee Director on the Board of our Company. Tmt. Sigy Thomas Vaidhyan, IAS, was appointed as an Additional Director on the Board of the Company on November 07, 2020. She was later appointed by the Shareholders of the Company, vide Postal Ballot on December 22, 2020, as Nominee Director not liable to retire by rotation.

Also, during the year, Tamilnadu Government withdrew the nomination of Sri Deepak Srivatsava, IFS and in his place nominated Dr. Shekhar Kumar Niraj, IFS, the Special Secretary to Government, Environment and Forests Department, as its Nominee Director on the Board of our Company. Dr. Shekhar Kumar Niraj, IFS, was appointed as an Additional Director on the Board of the Company on November 07, 2020. He was later appointed by the Shareholders of the Company, vide Postal Ballot on December 22, 2020, as Nominee Director liable to retire by rotation.

Your Directors place on record the valuable services rendered by Tmt. E Sundaravalli, IAS and Sri Deepak Srivatsava, IFS, during their tenure as Directors of the Company.

All the Independent Directors have given the declaration that they meet the criteria on independence, as laid down under Section 149(6) of the Companies Act, 2013. The performance evaluation of Independent Directors has been done by the entire Board of Directors, excluding the Director being evaluated at the Board Meeting held on March 26, 2020. The Board, on the basis of such performance evaluation determined to continue the term of appointment of all Independent Directors.

AUDITORS

M/s Maharaj N R Suresh & Co LLP (renamed during the year from M/s Maharaj N R Suresh

& Co. to M/s Maharaj N R Suresh & Co LLP, on conversion of the partnership firm into LLP) and M/s R Subramanian and Company LLP Chartered Accountants continue to be the Statutory Auditors of the Company.

Particulars of Statutory Auditors, Cost Auditors, Internal Auditors and the Secretarial Auditors have been given in the Corporate Governance Report that forms an integral part of this report. Secretarial Audit Report, as required by Section 204(1) of the Companies Act, 2013, is attached in Annexure - IX.

ACKNOWLEDGEMENT

The Directors place on record their great appreciation of the tireless efforts of all the

Executives and Employees of the Company for their commendable performance in achieving excellent financial results, in a year of great challenges. The Directors also express their sincere thanks to the Government of India, Government of Tamilnadu and Commercial Banks, for their understanding, guidance and assistance and Indentors, Customers, Farmers, Suppliers and Shareholders, for their excellent support, at all times.

On behalf of the Board
N GOPALARATNAM
Chairman
Erode
May 08, 2021