seshasayee paper boards ltd Directors report

Bhe Board of Directors hereby present their 63rd Annual Report and the Audited Accounts for the financial year ended March 31,2023.

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 would be periodical impact for "Other Comprehensive Income" in measuring and restating investments at fair value.

WORKING RESULTS

	2022-23 (in tonnes)	2021-22 (in tonnes)
Production	2,41,145	2,12,086
Sales	2,40,649	2,20,344
	(Rs in crores)	(Rs in crores)
Revenue from Operations	2082.53	1354.93
Other Income	30.52	16.65
Total Income	2113.05	1371.58
Profit before interest, depreciation, exceptional item and tax	564.58	182.24
Finance Cost	3.19	2.87
Depreciation	45.25	40.83
Profit before tax	516.14	138.54
Provision for current tax	129.94	34.55
Transfer to / (from) Deferred Tax	0.34	0.89
Net Profit	386.54	103.10

DIVIDEND

The Board of Directors recommend payment of Dividend at Rs 6.00 (Rupees six only) per Equity Share of Rs 2 each, absorbing a sum of Rs 37.84 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 31,2023. The same will be recognised in the year of payment, viz., year ending March 31,2023.

APPROPRIATIONS

	2022-23
	( Rs in crores)
Net profit for the year	386.54
Add:
Income from SPB
Equity Shares Trust	0.71
Add:
Surplus brought forward
from the previous year	166.14
Add:
Re-measurement of defined
benefit Plans (net of tax)	8.75
	544.64
Less:
Dividend paid during the year
(For Financial Year 2021-22)	15.77
Transfer to General Reserve	100.00
Balance carried forward	428.87

OPERATIONS

Thanks to the favourable market conditions and the realisation of benefits from project MDP-III in Unit : Erode in the first full year post project completion, the Company had registered the following key landmarks during the FY 2022-23, which are the highest in the annals of the Company?s history.

• Annual production at 2,41,145 tonnes.

• Annual sales at 2,40,649 tonnes.

• Total Income at Rs 2113.05 crores.

• PAT at Rs 386.54 crores.

PRODUCTION

(Tonnage)

Unit	FY	FY	Growth
	2022-23	2021-22	(%)
Erode	1,63,909	1,41,707	15.7 %
Tirunelveli	77,236	70,379	9.7 %
Total	2,41,145	2,12,086	13.7 %

• During the FY 2022-23, the production at

Unit: Erode was 1,63,909 tonnes, as

compared to 1,41,707 tonnes, produced in the previous year. The production during the previous year included 11,025 tonnes of Pulp Board produced (for in-house use) during the year, whereas the pulp board production was NIL during the FY 2022-23.

• Accordingly paper production at Unit : Erode was higher by 33,227 tonnes, compared to the previous year.

• The Company had completed project Mill Development Plan - III (MDP-III) in Unit : Erode in phases with critical areas of upgradation works on Paper Machine 2, Paper Machine 4, Pulp Mill and Recovery Boiler getting completed during the Financial Year 2021-22.

• With the completion of most of the critical parts of the Project MDP-III, the annual

installed capacity of Paper for Unit : Erode for FY 2022-23 stood augmented to 1,65,000 tonnes. The annual capacity of Unit : Tirunelveli remains at 90,000 tonnes. Accordingly, the total installed capacity of the company currently stands at 2,55,000 tonnes per annum.

• Capacity Utilisation in Unit : Erode stood at 99.4 % in FY 2022-23 and the same was 85.8 % in Unit : Tirunelveli in FY 2022-23.

• Unit : Erode also produced 35,577 tonnes of Wet Lap Pulp during FY 2022-23, (Previous Year 29,551 tonnes) to augment the Pulp requirements of Unit : Tirunelveli.

• Unit : Tirunelveli produced 77,236 tonnes of Paper during the FY 2022-23, as compared to 70,379 tonnes, produced in the previous year. The production of 77,236 tonnes is the highest ever annual production in the history of the Unit : Tirunelveli.

• Overall Production for the Company was 2,41,145 tonnes of Paper and Boards for the year, as compared to 2,12,086 tonnes produced, in the previous year.

SALES

(Tonnage)

Unit	FY	FY	Growth
	2022-23	2021-22	(%)
Erode	1,63,414	1,42,500	14.7 %
Tirunelveli	77,235	77,844	0.8 %
Total	2,40,649	2,20,344	9.2 %

• During the FY 2022-23, company registered an overall sales of 2,40,649 tonnes of Paper (Previous year : 2,20,344 tonnes).

• In addition, as part of its trading activity, the Company sold during FY 2022-23, petroleum products valued at Rs 24.96 crores (Previous Year : Rs 26.34 crores) and Note Books valued at Rs 3.82 crores (Previous Year : Rs 0.80 crores).

• Both Units Erode & Tirunelveli achieved Zero

Stock of Finished Goods as on March 31,

2023.

PROFITABILITY

Revenue from Operations of the Company for the year was Rs 2082.53 crores, as against Rs 1354.93 crores, in the previous year.

Profit before interest, depreciation,

exceptional item and tax (EBIDTA) was Rs 564.58 crores, for the Company as a whole in FY 2022-23, compared to Rs 182.24 crores, in the previous year.

After absorbing finance costs and depreciation of Rs 3.19 crores and Rs 45.25 crores respectively, the Profit before tax (PBT) was Rs 516.14 crores in FY 2022-23, as compared to Rs 138.54 crores, in the previous year.

The improved profitability during the FY 2022-23, as compared to the previous year, is mainly on account of :

• Improved Net Sales Realisations both from

the Domestic and Export markets.

• Higher volumes of production and sales.

• Improved performance of Pulp Mill and

Recovery operations.

The benefits arising from above factors were partially neutralised by exorbitant increase in the cost of most input materials viz. Wood, Chemicals, Waste Paper, Imported Pulp, Coal, etc.

For the year ended 31st March 2023, current tax liability works out to Rs 129.94 crores, as against a liability of Rs 34.55 crores in the previous year.

The Deferred Tax liability amounted to Rs 0.34 crores for the year ended 31st March 2022, as against Rs 0.89 crores in the previous year.

As a result, profit after tax for the year ended March 31, 2023 was Rs 386.54 crores, as

compared to Rs 103.10 crores, in the previous year.

FINANCE

The Company reports NIL debt position as on March 31,2023 (Debt Position as on March 31, 2022 was also NIL).

The Company did not have any instalments of Term Loans or interest due for payment during the year. Availment of Fund Based Working Capital limits remained NIL throughout the FY 2022-23.

INTEREST FREE SALES TAX DEFERRAL LOAN

The Company repaid Rs 4.37 crores during the year and with this the balance outstanding had become ZERO. The Company has no outstanding liability on this account as on 31.03.2023.

MARKET CONDITIONS

• The market conditions were favourable for most varieties / grades of Writing & Printing (W&P) during the entire FY 2022-23. The buoyancy in Paper Market which commenced in Q4 of FY 2021-22 remained so during greater part of financial year under review.

• The continued buoyancy helped almost all the major players in the Indian Paper Industry to effect Price Increases during the FY 2022-23.

• The key triggers for the Price Increases implemented during the year were

n Exorbitant increase in the prices of imported pulp and recovered paper in the International markets.

n Continuous increase in the cost of wood

n Significant increase in the cost of chemicals

n Continued high levels of cost of imported coal

• The International market for Paper, which remained extremely buoyant by end of calendar year 2022, had seen severe pricing

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pressures by the end of Q4, with the reduction in International Pulp Prices and Ocean Freight Charges.

• OUTLOOK : The market for Writing & Printing (W&P) Paper grades is expected to be stable in the first quarter of FY 2023-24. Despite increased availability of imported W&P products including Copiers at attractive prices, the higher requirements of papers for the ongoing notebook segment and major Government Tenders in various states is expected to sustain the order inflow in this segment in Q1 of FY 2023-24. Both Board segments and Kraft Paper are likely to face sluggish market conditions.

The sustainability of the higher levels of demand will however depend on the Global macro-economic trends. With fear of possible recession in some of the key developed economies, prices of Paper is expected to see pressures in the medium term.

The Export market for Uncoated Wood Free grades has been under pressure both in terms of demand and prices over the last 6 months and this trend is expected to continue.

EXPORT PERFORMANCE

(Tonnage)

Unit	FY	FY	Growth
	2022-23	2021-22	(%)
Erode	16,851	28,129	40 %
Tirunelveli	22,106	28,881	23 %
Total	38,957	57,010	32 %

• The export volumes represented 16.2 % of the production during FY 2022-23 (This stood at 26.9 % during the FY 2021-22).

• Thanks to higher realisations in FY 2022-23

over FY 2021-22, the overall export sales

in value terms stood at Rs 379.8 Crs for

FY 2022-23 vs Rs 358.2 Crs in FY 2021-22,

thereby registering a growth of 6.0% in value

terms.

• The total export proceeds in US $ stood at US $ 46.65 Mn for the year 2022-23, compared to US $ 47.96 Mn in previous year. In addition, the company had sales of EURO 0.11 Mn and AED Mn 1.82 during the FY 2022-23 (Previous year : EURO Mn 0.08 & AED NIL).

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.

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, under a Collaborative Research Project.

In accordance with the Company?s vision to achieve wood positive status, over twenty 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 22,502 acres of land. (Previous Year : 20,042 acres).

ISO 9001 / ISO 14001 ACCREDITATION

The Company?s 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.

ESCerts

Both the units of the Company have achieved the targets under the PAT Cycle, as prescribed by the Government of India and accordingly is eligible for ESCerts (Energy Saving Certificates). The Company has to its credit 21057 ESCerts as on March 31,2023.

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?) (FSC- C084458) Certification

The Company continues to be certified under four Standards of FSC, viz. FSC- STD-40-004 (Chain of Custody (COC) Certification), FSC-STD-40-005 (Requirements for Sourcing FSC Controlled Wood), FSC-STD-40-003 (COC certification of multiple sites) and FSC-STD-50-001 (Certificate Holder Trademark Requirements). 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 Mix? Claim Products in the domestic and international markets. Being FSC certified implies adherence to sustainable and responsible forestry practices, providing market access, brand reputation, compliance, supply chain integrity, and partnership opportunities.

AWARDS

The Company received the following Awards and recognitions during the year :

- IPMA (Indian Paper Mills Association) Paper

Mill of the Year award for FY 2019-20.

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- IPMA Energy Conservation Award for FY 2021-22.

- Excellent Energy Efficient Unit for FY 2021-22 by CII.

- National Energy Leader Award for FY 2021-22 by CII.

- CII - SR EHS Excellence Bronze Award for the year 2022.

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 its export performance.

DEPOSITORY SYSTEM

As on March 31, 2023, 18529 Shareholders are holding Shares in Demat form and 5,31,41,863 shares have been dematerialised, representing 84.26 % 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.

ACQUISITION OF M/s. SERvALAKSHMI PAPER LIMITED (IN LIQUIDATION) (CORPORATE DEBTOR), ON A GOING CONCERN BASIS

The Company participated and emerged as the successful bidder in the e-auction held on 19.09.2022, for the sale of M/s.Servalakshmi Paper Limited (In Liquidation) (Corporate Debtor), on a Going Concern basis. Applications, filed challenging the e-auction and confirmation of sale, were heard by NCLT, Chennai bench and the Hon?ble Tribunal had reserved the matters for Orders.

The company had remitted the entire bid value of Rs 105.0 crores in the month of October 2022, y

post the confirmation of the company being the sole successful bidder received from the Official Liquidator of the Corporate Debtor.

MILL DEVELOPMENT PLAN - IV

• The Project Mill Development Plan-III (MDP- III), commissioned in phases during the last 3 years, helped the company

a) In Upgradation and Modernisation of the Paper Machines in Erode, to increase the Capacity from 1,32,000 tonnes per annum to 1,65,000 tonnes per annum.

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

c) Upgradation of the Recovery Island and

d) Further Diversification and enhancement of Product offerings with entry in to Premium Boards segments / multi-layer products.

• The entire project cost of MDP-III (Project Cost incurred as on 31.03.2023 - Rs 244.3 Crs) was met out of internal accruals.

• With the successful completion of project MDP-III and with the prospect of company?s paper manufacturing capacity getting expanded with the acquisition of M/s. Servalakshmi Paper Limited (Corporate Debtor under Liquidation), the company has commenced its work on identifying the next round of strategic growth projects for the company.

• The Board of Directors of the Company, in their meeting held on April 29, 2023, has accorded in-principle approval for the company to secure Environmental Clearances for project Mill Development Plan-IV (MDP-IV) in Company?s manufacturing facility in Erode, to augment Paper Capacity from 1,65,000 tonnes p.a. to 2,31,000 tonnes p.a. and Pulp Capacity (Wood and Bagasse) from 1,80,000 tonnes p.a. to 2,52,000 tonnes p.a.

• Phase-I of MDP-IV will consist of activities for enhancing the pulp capacity to 2.52 lakh

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tonnes p.a. in Unit : Erode with a marginal increase in paper capacity. The enhanced pulping capacity will help the company in replacing costlier purchased pulp (imported pulp / deinked pulp) and reduce the overall cost of manufacturing per tonne of Paper in Unit : Tirunelveli.

• The company plans to file shortly, the necessary applications with the Ministry of Environment and Forests for Climate Change for Environment Clearance and further approvals concerning the project will be sought from concerned regulatory authorities including local, state and central authorities, as may be necessary for the project.

• Project MDP-IV-Phase-I is expected to be completed in 30 months after final approval of the Project by the Board of Directors and on securing necessary Environmental Clearances.

• The project cost for Phase-I is estimated at .700 crores and the company expects to fund the entire project out of its internal accruals only.

• The final approval for the project shall be granted by the Board, after detailed review of the techno-economic feasibility report for the project, subject to the Company obtaining the requisite approvals from concerned authorities.

CURRENT YEAR (2023-24)

FY 2023-24 has begun with good order inflow, both for printing and writing grades and packaging grades.

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

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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.

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.

MANAGEMENT?S DISCUSSIONS AND ANALYSIS REPORT

The Report on Management?s Discussion and Analysis, as required under Clause 49(VI 11 )(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 Company?s Auditors confirming the compliance of conditions on Corporate Governance is given in Annexure - II.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations], with amendments to Regulation 34 (2) (f) of LODR Regulations vide Gazette notification ^

no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR). Top 1000 companies based on Market Capitalisation as per NSE / BSE as on March 31 of every Financial Year, are required to have "Business Responsibility & Sustainability Report" (BRSR) as part of their Directors? Report.

This Regulation is mandatorily applicable to our Company, with effect from Financial Year 2022-23.

The Company has drafted the Business Responsibility and Sustainability Report for FY 2022-23, in line with the format prescribed by SEBI, which is given in Annexure - III to the Directors? Report.

DISCLOSURE REQUIREMENTS UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Section 134(3) of the Companies Act, 2013 requires the Board?s 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.

THE ANNUAL RETURN

A copy of the annual return for FY 2022-23 will be placed on the website of the Company (www.spbltd.com) after conclusion of the 63rd Annual General Meeting.

DIRECTORS? RESPONSIBIUTY STATEMENT

While preparing the annual accounts, the Company has adhered to the following:

• Applicable Accounting Standards, referred to in Section 129(1) 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

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Company as at March 31, 2023 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, the Company did not extend any Loan or Guarantee or provided any security covered under Section 186 of the Companies Act, 2013.

The only investment made by the company pertains to Rs 105.0 crores of bid amount paid by the company for acquisition of M/s. Servalakshmi Papers Limited (Corporate Debtor under Liquidation), which is treated in the nature of advance and disclosed as "Non Current Financial Assets" in the audited balance sheet of the company as at 31.03.2023, since the sale is pending for approval in NCLT, Chennai bench.

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 - Iv.

material changes and commitments

There was no change in the nature of business of the Company during the year. 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 2023 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 - v.

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 - vi.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197, read with Rule 5 of the Companies (Appointment and Remuneration of Management

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Personnel) Rules, 2014, is furnished in Annexure- VII.

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. After prolonged discussions, a new agreement, valid until March 31, 2024, has been entered into by the Company during FY 2022-23.

DIRECTORS

During the year, Tamilnadu Government withdrew the nomination of Sri K.Rajkumar, IFS and in his place nominated, Sri Ritto Cyriac, IFS, the Special Secretary to Government, Environment and Forests Department, as its Nominee Director on the Board of our Company. Sri Ritto Cyriac, IFS, was appointed as an Additional Director on the Board of the Company on March 24, 2023. His appointment as a Nominee Director, liable to retire by rotation, has been approved and recommended by the Board of Directors and the same has been included as Special Business in the Notice for 63rd AGM, for consideration and approval by the shareholders of the Company.

Your Directors place on record the valuable services rendered by Sri K Rajkumar, IFS during his tenure as Directors of the Company.

Sri.N.Gopalaratnam, Chairman and Sri.K.S.Kasi Viswanathan, Managing Director were due for retirement by March 31, 2023. The Board of Directors, in their meeting held on 28.01.2023, after due considerations to the recommendations of the Nomination and V

Remuneration Committee, had approved the re-appointment of Sri.N.Gopalaratnam as wholetime director designated as Chairman and Sri.K.S.Kasi Viswanathan as Managing Director for another term of 3 years.

The shareholders of the company, vide the Postal Ballot e-voting which concluded on March 13, 2023, had approved the appointment of Sri.N.Gopalaratnam as wholetime director designated as Chairman and Sri.K.S.Kasi Viswanathan as Managing Director for a further period of 3 years from 01.04.2023, with overwhelming majority.

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 24, 2023. The Board, on the basis of such performance evaluation determined to continue the term of appointment of all Independent Directors.

other key managerial personnal

Sri S Srinivas, Senior Vice President, had demitted the office of the Company Secretary on 28.01.2023. He continues to hold the office of the "Chief Financial Officer (CFO)" of the Company. Sri B.S.Raj Kiran has been appointed as Company Secretary w.e.f 28.01.2023.

AUDITORS

M/s Maharaj N R Suresh & Co LLP, Chartered Accountants are the Statutory Auditors of the Company for FY 2022-23. However, the 2nd five year tenure of M/s Maharaj N R Suresh & Co LLP gets over with the conclusion of this annual general meeting and the Board of Directors have approved and recommended appointment of M/s Suri & Co., as the statutory auditors of the Company for a period of 5 years from the conclusion of the 63rd AGM until the conclusion of the 68th AGM of the Company.

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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 - VIII.

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
Chennai	N GOPALARATNAM
April 29, 2023	Chairman