TO THE SHAREHOLDERS
Dear Shareholders,
Your Directors have pleasure in presenting the Thirty Sixth Annual Report together with
the Audited Financial Statements for the year ended 31st March 2021. The
Management Discussion & Analysis Report which is required to be furnished as per SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations) is also presented as part of the Directors Report.
FInAnCIAL ReSULTS
The summary of the financial results is provided below which have been prepared as per
the Indian Accounting Standards (Ind AS) adopted since FY 2017-18:
| Description |
2020-21 |
2019-20 |
| Earnings Before Interest, |
175.06 |
101.47 |
| Depreciation and Tax |
|
|
| Interest |
7.22 |
9.39 |
| Depreciation |
22.73 |
21.55 |
| PBT (before exceptional item) |
145.11 |
70.53 |
| Exceptional Item |
24.73 |
- |
| PBT (after exceptional item) |
169.84 |
70.53 |
| Tax expenses |
48.19 |
15.45 |
| Profit After Tax |
121.65 |
55.08 |
HIGHLIGHTS OF OPeRATIOnS
Your Company achieved revenue from operations of INR.1,145.21 crore as against
INR.1,224.97 crore in the previous year. The lower revenue was mainly due to crude price
volatality and the downtime on account of Pandemic induced lock down and restrictions.
The production facilities shut down during end of March 2020, were restarted in April
2020, but during the first two months of the year under review, the operations were
seriously impacted. The situation changed from June 2020, maintaining the momentum through
the rest of the year.
Your Company continued its policy of prudent inventory management, ensuring growth in
margins, in spite of volatility in the crude prices. As announced earlier, your company
has taken up, projects for revamp and capacity augmentation of the LAB Plant and HCD Plant
and setting up a Propylene Recovery Unit all at a cost of INR 435 crore.
FInAnCIAL ReVIeW
Though the revenues were lower than the preceeding year, the Company could obtain
better margins, aided by market conditions and also the
Normal Paraffin Plant revamp which was completed in March 2020.
In spite of the lower sales, PBT and PAT even without the exceptional item for the year
doubled vis a vis the previous year.
Finance costs significantly reduced to optimal utilization of working capital
facilities.
During the year under review, a capital expenditure of INR.12 crore was incurred mainly
towards installation of some critical equipment in LAB Plant. Based on the improved
performance, CARE the credit rating agency has upgraded your Companys credit rating as
CARE A-; Stable (Single A Minus; Outlook: Stable) from CRISIL BBB+ (plus) with outlook
stable for long-term bank facilities and upgraded to CARE A-; Stable/CARE A2+ (Single A
Minus; Outlook: Stable/A Two Plus) from CRISIL A2 for short-term bank facilities.
DIVIDenD
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended (the Regulations), Board has approved a
Dividend Distribution Policy, which is available on the website of the Company in the
following link: https://tnpetro.com/corporate-governance-policies/ Based on the paramaters
in the policy, your Directors have recommended a dividend of 25% i.e. INR.2.50 per equity
share of INR.10/- each fully paid up, for the year 2020-2021, aggregating to INR.22.50
crore.
InDUSTRY STRUCTURe AnD DeVeLOPMenTS
Linear Alkyl Benzene (LAB), also known as detergent alkylate, belongs to the family
of organic compounds. LAB is used as a chemical intermediate to form Linear Alkyl Benzene
Sulfonate (LAS), which is used as surfactant in detergents and cleaning products. LAB is a
compound that has significant various petroleum derivatives with a good demand from the
detergent industry having its end use for heavy duty laundry liquids, light duty
dishwashing liquids, and laundry powders, industrial and household cleaners. LAB is also
used in a few other applications like emulsions polymerisation, wetting agents, ink
solvents, cable oil, etc. in a small way. Detergent industry is expected to grow at a
faster pace due to both population increase and lifestyle changes. The Asian region is the
largest LAB producing and consuming region in the world. At present the major producers
are from India,China
& Middle East. Further new capacities are also coming up additionally in the Middle
East region. In India, the LAB industry dates back to 1978 with the commissioning of the
first at Vadodara. IPCL was later acquired by Reliance Industries Limited (RIL). Years
later TPL, RIL, Nirma and IOC set up facilities across India, as import substitution
industry. However, until last year, the industry had been facing stiff competition from
imports mainly from Middle East, Thailand and China due to globalisation and regulatory
changes like FTA which is applicable only for Thailand exports to India. With the pandemic
around for more than a year now, the awareness on hygiene has improved, causing an
increased consumption of detergents and sanitisation chemicals where LAB finds a place as
key input.
Worldwide, more than 95% of all the LAB manufacturers including TPL, have adopted the
UOP Technology, which is considered as superior and the most cost-effective technology
than the only other chlorination technology. Despite this, in India, due to high cost of
key inputs and feedstock quality, the cost of production of LAB is relatively higher than
the international standards. The domestic players with standalone unit, always find it
difficult to compete with the overseas suppliers and plants integrated with refinery which
helps them in achieving lower cost of production. Caustic Soda, a most commonly
used industrial chemical, finds wide applications in textile, pulp and paper, Aluminum,
soap and detergents industries.
The annual increase in demand for the product is expected to be around 5%. Despite
power intensive process, the national level capacity utilisation is about 85% of the
aggregate capacity of around 4.0 million tons. It may be noted that caustic consumption
has gone down in the first three quarters of the year because of the nationwide intensive
lock down in the first two quarters when most of the caustic consuming industries were
shut. To add to this, a new expansion unit of existing producer in West also started
production. During the year under review, caustic imports went down by 27% compared to the
previous year due to demand drop with respect to covid lockdown effect. Chlorine, a
co-product of Caustic Soda is widely used in sectors like Vinyl Chloride, Chlorinated
Paraffin Wax (CPW), pulp and paper, water purification, chlorinated solvents, etc.
However, in the year due to pandemic, caustic capacity could not be utilised in full as
there was drastic reduction
LAB plant by IPCL of caustic consumption. Lack of integrated plants and downstream
Chlorine utilisation projects are major impediments for disposal of Chlorine.
Chlorine demand will be a major driver for Chlor-alkali capacity utilisation. Lack of
integrated plants and downstream, Chlorine utilisation projects are major impediments for
disposal of Chlorine which in turn restricts the caustic production.
Propylene Oxide is an organic, volatile, flammable, colourless liquid compound
which is soluble in both ether and alcohol. It is mainly used as the feedstock for various
derivative products such as propylene glycol, polyols and other industrial intermediates.
It is a chiral epoxide, although it is commonly used as a mixture. The major consumers of
the derivatives of PO are in the field of automobile, domestic home appliances and
industrial insulation. Among this, automobile sector is the major consumer which had been
affected by the slowdown witnessed in the countrys economy since beginning of the
financial year, further compounded by the Covid-19 pandemic.
OPPORTUnITIeS AnD THReATS
Growing preference for bio-based surfactants, awareness pertaining to hygiene are set
to boost the demand for detergents & cleaners and thus positively impact the Linear
Alkyl Benzene market for surfactant application. Rapid industrialisation and urbanisation
due to increasing population are also expected to contribute to the market growth. The
global market for Linear Alkyl Benzene is lucrative and is expected to witness a steady
growth owing to the expansion, collaborations or partnerships strategies adopted by key
players. The spurt in demand for sanitizers due to the present pandemic situation, has
further improved the scope for LAB use. It is expected that the demand would continue in
years to come.
The popularity of visual and social media, penetration of smart phones, even to remote
plcaes have helped in improved awareness for hygiene. Moreover, consumers now have the
privilege of choosing from a wide variety of product range and hence the companies are
constantly upgrading their products and making every effort to maximise their market share
through innovative advertising campaigns. Since these companies target the bottom of the
pyramid market, there is a huge potential for the LAB industry to grow.
On the other hand, India being an attractive market it is targeted by the overseas LAB
players which has resulted in increased imports to India. Addition of new plants in the
Middle East has been a big threat to the LAB market in India as a major percentage of
production is likely to flow into India. This has been a determinant factor in pricing and
large extent margins. The year under review has been an exception and the imports were
curtailed to a large extent due to global market scenario and shut down of major LAB
plants in China & far East. So, there is a significant demand aiding better price
realisations.
Caustic Soda continues to be an important industrial intermediary finding application
in many industries.
With the demand for textiles and apparels increasing on account of urbanisation and
larger spending on personal effects, the market for Caustic Soda is expected to grow
further, but LAB is impacted by large scale imports.
During the year under review, the import volume though went down, higher production by
domestic producers in excess of the demand impacted the market prices resulting in lower
realization. The onset of Covid-19 pandemic and lock down has been a threat for the
caustic business. The continuation of the pandemic and the increase of imports in the
coming years can become a major threat for the caustic business.
The Propylene oxide (PO) manufacturing facility is proving to be very beneficial to
your Company, besides opening up a new avenue it also helped in advantageous use of
Chlorine helping to achieve higher capacity utilisation.
OUTLOOK LAB
As said earlier, improved awareness about hygiene and the focus on cleanliness during
the past few years has improved the demand for surfactants and detergents. The trend is
expected to continue in the coming years as COVID - 19 epidemic has increased the usage of
sanitizers, disinfectants, soaps and detergents and all manufacturers are maximising
purchase of LAB. The re-emergence of the deadly virus across the globe has increased the
dependence on sanitation and disinfectant material making LAB as a vital petrochemical
surfactant to society.
Despite stiff competition from overseas suppliers, TPL continues to sustain its
position as a major player in the LAB market. TPL over the past three decades has
established itself as a reliable supplier of LAB to major companies. TPL has been able to
sustain its market share across India with a dominant presence in the southern part of
India. With the demand for LAB looking up, projects for capacity augmentation has been
taken up.
The continuing of Anti-Dumping Duty (ADD) on
LAB from specific Countries has not made any big impact in the LAB price. The import
from Saudi Arabia is expected to be an area of concern. Additionally, IOC is planning to
debottleneck their Baroda plant by shifting loading bays paving way for additional
production and storage of 20 kt/year. This will result increase in availability of LAB
from April22.
CAUSTIC SODA /CHLOR ALKALI
Sustenance and growth of the Caustic Soda business depends on the opportunities for
Chlorine disposal and perhaps more by producers cutting back production. Merchant caustic
prices will only improve on prudent material balance, which can shore-up prices, reduce
dumping by importers at cheap price levels. Presently there is no anti-dumping duty for
caustic soda coming into India.
The import of Caustic Soda into India is expected to be high in the medium to long
term. Alkaline Manufacturers Association has initiated actions to seek anti dumping duty
which may yield positive results in a year or two paving way for level playing field for
the domestic manufacturers.
Further though TPL would be insulated to some extent due to opportunities for easy
disposal of chlorine in-house as well as to a neighbouring company, the concern continues
to be the pressure on the domestic caustic soda prices and the product being sold by your
Company at unaffordable prices atleast in the short term. There are new additions in
domestic caustic soda production, by which the capacity of caustic manufacturing in the
Country is likely to go up by 9% Your Company is also expanding the caustic plant capacity
by about 65% and adopting the cost effective bi-polar technology. The capacity increase is
likely to be augmented by the end of the financial year 2022-23.
PROPYLene OXIDe
The new PO plant was commissioned in later part of the year 2018-19 and the operations
were stabilized in product pricing. Further the dependency during the year under review.
Though the Company has arrangements for sale of the entire production, future would depend
on the market for its derivatives, which at present is doing well.
RISK MAnAGeMenT PROCeSS
Your Company has a structured methodology to effectively monitor and manage the risks
by setting up two-employee level and one Board level committees to identify the risks,
suggest mitigation actions and monitor implementation. The employee-level sub-committee
has senior personnel from each function and the Apex Committee is headed by the WTD
(Operations) with functional heads as other Members. As part of the risk mitigation
process, the Board has constituted a Risk Management Committee of Directors, which as at
the year end comprised of Ms. Sashikala Srikanth as the Chairperson, Dr. K.P.Karthikeyan,
IAS and Mr. D Senthi Kumar, as Members. During the year, the Committee met three times
viz. 12th June 2020, 10th November 2020 and 8th February
2021. All the members of the committee attended all these meetings except meetings. As
required under Section 177 of the Act, the Audit Committee also reviews the risk
management process periodically.
RISKS AnD COnCeRnS
As explained earlier, import of LAB, Caustic Soda and Chlorine (in indirect form) into
the country could be considered as the major risk faced by TPL. Though your Company,
together with other major domestic producers of LAB, got Anti-Dumping Duty levied on
supplies from select countries, this has had no impact as the overseas suppliers bear the
cost in the form of additional discount or supply at adjusted prices. A large LAB
manufacturing unit with annual capacity of 1.20 lakh tons has come up in Yanbu,Saudi
Arabia. This is expected to further intensify the competition in the domestic market.
Though imports have not been a limiting factor during the year under review, in the long
run it is expected to be detrimental in realising reasonable value addtion for the
products mainly LAB.
In order to overcome the above, your Company is focusing on higher production and
productivity so that the per unit cost is under control, providing flexibility on spot
markets is also being reduced so that committed volumes are in place.
YourCompanycontinuestocarryoutriskassessment and related mitigations for the hazardous
chemicals used in the Plants utilising the services of technical consultants. Adequate
measures are put in place to tackle this risk as recommended.
SAFeTY, HeALTH & enVIROnMenT
Adequate safety standards have been prescribed and being followed without any
compromise. Utmost importance is given to protection of the employees, assets and
environment at all times.
COVID-19 Guidelines and instructions issued by the Govt. agencies are being followed
toward the safety and health of our employees.
TPL plants are accredited with International
Organization for Standardization (ISO) certificates for Occupational Health &
Safety Management System (ISO 45001) and Environmental Management System (ISO 14001) and
Quality Management System (ISO 9001).
National Safety Day was celebrated for a month in a simple way as the Country was in
the verge of Covid19 onslaught. As part of this various competitions were conducted for
employees and other contractors to reiterate our commitment towards safety. Participation
by employees and contractors were encouraging.
As eco friendly measure city sewage water after Tertiary Treatment Reverse Osmosis
(TTRO water) is used for industrial purpose. Regasified Liquified Natural Fuel (RLNG) is
being used as exports or imports and so the above SDS fuel in our process heaters and
boilers. This two major changes how come up as a natural resource conservation measure and
efforts towards cleaner environment.
World Environment day is also celebrated every year and tree plantation programs are
organized for planting saplings towards green initiative to promote carbon offset.
Adequate safety standards have been prescribed and being followed without any
compromise. Utmost importance is given to protection of the employees, assets and
environment at all times.
SUBSIDIARIeS
As at the year end, your Company had one Wholly Owned Subsidiary (WOS) and one Step
down Subsidiary (SDS), both incorporated outside India.
The financials of all these subsidiaries have been consolidated and the salient
features of financial and other information have been furnished in the Consolidated
Financial Statement (CFS) attached to this Report.
Certus Investment and Trading Ltd
Certus Investment and Trading Ltd. (CITL), Mauritius was promoted as a Special Purpose
Vehicle (SPV) to set up LAB and NP projects in the Middle East and South East Asia.
However, due to changed business environment, the projects could not be taken up. At
present, the WOS is not carrying on any major activity. Since your Company has enhanced
the NP capacity to meet the entire requirement in-house, there may not be scope for taking
up NP project. However, it was being explored if proposals for setting up or acquiring LAB
Plants overseas could be taken up for supplies to the units of the existing MNC majors to
whom your Company is supplying LAB in India. Due to the
Pandemic situations, the proposals could not be pursued seriously.
Certus Investment and Trading Singapore Private Limited
In the past TPL was exporting large quantity of LAB and importing various materials,
such as NP, Benzene, etc. Therefore, CITL, Mauritius set up CITL, Singapore as a WOS in
order to function as a coordinator for TPLs overseas procurement and marketing
activities. At present there are no significant is not engaged in any activities.
As explained above, the subsidiaries were floated several years ago for specific
purposes. Due to change in circumstances and also opportunities opening up in India, it is
being examined if other opportunities would be available for the subsidiaries. A decision
on the usefulness of these subsidiaries would be taken in due course, after judiciously
reviewing the situation, which has been delayed due to the present circumstances across
the globe.
HUMAn ReSOURCeS
Your Company strongly believes that its strength is directly proportional to the
strength of its employees in terms of knowledge, experience, and decision making skills.
Your Company has been practising various HR initiatives such as recognition, empowerment,
personality development, decentralisation, delegation of powers etc., to retain talent and
to enhance capabilities. A balanced staffing system has been adopted in your Company
wherein competent fresh talent have been infused into the stream of experienced hands. The
training needs of employees have been identified at regular intervals through performance
appraisal systems and necessary training is being imparted through in-house and external
programmes.
The manpower strength as on 31st March 2021 was 425.
BOARD OF DIReCTORS AnD ReLATeD DISCLOSUReS
As on the date of this Report the Board comprises of twelve Directors, including two
woman directors. All the six Independent Directors have furnished necessary declarations
under Section 149 (7) of the
Act and Regulation 25(8) of the Listing Regulations. As per the said declarations, they
meet the criteria of independence as provided in Section 149 (6) of the Act and the
Listing Regulations. All of them confirmed they have registered themselves with the
Indian Institute of Corporate Affairs under Rule 6 of the Companies (Appointment and
Qualification Director) Rules 2014, as amended and five of them have been exempted from or
passed the proficiency test.
The Board met five times during the year under review and the relevant details are
furnished in the Corporate Governance Report (CGR).
The Board has approved the Remuneration Policy as recommended by the Nomination and
Remuneration Committee (NRC), which inter alia contains the criteria for determining the
positive attributes and independence of a director as formulated by the NRC. The policy on
remuneration is available in the website of the Company viz.,http://
tnpetro.com/corporate-governance-policies/. The changes in the Key Managerial Personnel
since the last Annual General Meeting are as follows.
- The Company Secretary Ms. K Priya has resigned effective from 31st August
2020 and Ms. Meenakshi Jayaraman has been appointed in her place effective 10th
November 2020.
The following changes took place in the constitution of the Board since the last Annual
General Meeting (AGM):
- Mrs. Kakarla Usha, IAS, (DIN: 00540135) and Dr.K P Karthikeyan, IAS, (DIN: 08218878)
nominees of TIDCO resigned effective from 14thJune 2021 and 18 th
June, 2021 respectively. Board places on record its appreciation for their services during
their tenure.
- Mr. N. Muruganandam, IAS, (DIN: 00540135) Mr. Pankaj Kumar Bansal, IAS,
(DIN:05197128) and Ms. R. Bhuvaneswari, (DIN: 06360681), nominees of TIDCO have been
appointed as Additional Directors effective 09th August, 2021 in the category
of Non-Independent, Non-
Executive Directors and they hold office till the ensuing AGM. Proposals for their
appointments as Directors would be considered at the ensuing AGM.
- Mr. N. Muruganandam has been elected as the Chairman of the Board at the same
meeting.
The profiles for appointment of Mr. N.
Muruganandam, IAS, Mr. Pankaj Kumar Bansal, IAS and Ms. R. Bhuvaneswari as Directors
has been duly recommended by the Nomination and Remuneration Committee. Therefore pursuant
to the proviso to Section 160(1) there is no requirement of any deposit for the proposals
relating to their appointment.
Mr. KT Vijaygopal, (DIN: 02341353), Whole-Time Director (Finance) & CFO retires by
rotation and being eligible offers himself for re-election.
AnnUAL eVALUATIOn OF THe BOARD, COMMITTeeS AnD DIReCTORS
The performance of the Board was evaluated taking the following aspects into account
viz., Structure, Meetings, Functions, Risk Evaluation Process adopted, Grievance Redressal
Mechanism, Stakeholder Value and Responsibility Corporate Culture and Ethics and other
matters. Board also took into account facilitation to the Independent Directors to
function independently and perform their roles as another important parameter for
evaluation.
The performance of each of the Committees was evaluated taking into account the
composition, mandate, working procedures, effectiveness, independence and contribution to
the Board in the decision making process.
The evaluation of the two Executive Directors was done based on their assigned roles
and responsibilities. As regards the other Directors, including the Independent Directors,
the evaluation was carried out taking into account the following parameters, viz.,
qualification, experience, competency, adequacy of knowledge about the Company and its
sector of operation, understanding about the strategic direction, ethical behavior,
participation in the risk evaluation process, resolving conflict of interests, attendance
and preparation for the meetings, ability to work as a team player and voluntary sharing
of information for the larger benefit of the Company and the like.
In compliance with the requirements of Schedule IV to the Act and also the Regulations,
a separate meeting of the Independent Directors was held during the year at which the
Directors evaluated the performance of the Non Independent Directors, the Chairperson and
also the adequacy of flow of information to the Board and Committees.
DIReCTORS ReSPOnSIBILITY STATeMenT
Pursuant to the requirement of sub-sections 3 (c) and 5 of Section 134 of the Companies
Act, 2013 it is hereby confirmed that
(a) in the preparation of the annual accounts for the financial year ended 31st
March 2021, the applicable Accounting Standards had been followed along with proper
explanation relating to material departures; (b) the Directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
were 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 financialyear and of the profits of the Company for the year
under review;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; (d)
the Directors had prepared the accounts for the financial year ended 31st
March, 2021 on a "going concern" basis;
(e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and (f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATe GOVeRnAnCe
Your Company has complied with the requirements of Corporate Governance stipulated
under Regulation 27 of the SEBI Listing Regulations. A Report on Corporate Governance
forms part of this
Report and a Certificate regarding compliance with the requirements of
Corporate Governance is given in Annexure I to this report.
AUDITORS
M/s. RGN Price & Co., Chartered Accountants, Chennai having Firm Registration No.
002785S was appointed as the auditors of the Company. As per the extant provisions of the
Act, they will hold office for a period of five years till the conclusion of
37th AGM to be held in the year 2022.
SeCReTARIAL AUDIT RePORT
As required under Section 204 of the Act read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report issued
by Ms. B Chandra (CP No.7859), Company Secretary in Practice, Chennai is given in Annexure
II to this report. The Report contains a note on transfer of shares to IEPF as in last
year and there has been no change in the facts or circumstances during the current year,
and the IEPF Authority has already been informed of the above facts, the Management viewed
that there is no obligation to transfer the share.
Your Company has complied with the requirements of all the applicable Secretarial
Standards.
MAInTenAnCe OF COST ReCORDS & COST AUDIT
Your Company is required to maintain cost records as specified by the Central
Government under
Section. 148 (1) of the Act which is duly complied with by your Company. Your Company
is also covered under Cost Audit. M/s. Krishnaswamy & Associates, Cost Accountants,
have been appointed as the Cost Auditors of the Company for conducting the audit of cost
records for the financial year 2020-2021 on a remuneration of INR.2.50 lakh plus
applicable taxes and reimbursement of out of pocket expenses and they will hold office
till submission of their Report or
30th September 2021, whichever is earlier.
As required under Section 148 of the Act, read with the relevant Rules, ratification of
the remuneration to the Cost Auditor for the year 2020-21 will be considered by the
Members at the ensuing AGM of the Company.
ADeqUACY OF InTeRnAL FInAnCIAL COnTROLS
Your Company has in place adequate internal financial control systems with periodical
review of the process. The control system is also supported by ERP, internal audits and
management reviews with documented policies and procedures. The system was also earlier
reviewed by an external agency, and no major weaknesses were reported. To ensure effective
operation of the system, periodical reviews are made by the Internal Auditors and their
findings are discussed by the Audit Committee and with the Auditors. The Auditors of the
Company have also furnished certificates in this regard, which are attached to their
Reports.
COnSeRVATIOn OF eneRGY AnD OTHeR DISCLOSUReS
As required under Section 134 of the Companies
Act, 2013 (‘the Act) read with Rule 8 of the
Companies (Accounts) Rules, 2014, information on conservation of energy, technology
absorption, foreign exchange earnings and outgo, to the extent applicable are given in Annexure
- III and form part of this Report.
OTHeR InFORMATIOn
Details of Significant Changes in Key Financial Ratios:
During the year under review, operating margin and net margin improved by 1.2 times and
1.36 times respectively. The current ratio also improved by 55% due to higher proceed
realizations. Due to this, the Return on Net worth for the year under review was 22% as
against 13% for 2019-20.
Details of Loans, guarantees or investments
Information on loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the Notes to Financial Statements.
Fixed Deposits
Your Company has not accepted any deposits from the public during the year under
review.
Related Party Transactions
During the year under review, there were no transactions not at arms length within the
meaning of Section 188 of the Companies Act, 2013 ("the
Act") or any material transactions with the related parties in terms of the policy
framed by the Audit Committee of the Company as published in the website of the Company
viz.,http://tnpetro.com/ corporate-governance-policies/.
As required under Regulation 23(2) of the Listing Regulations, approval of the Members
was obtained for transactions with Manali Petrochemicals Limited (MPL) upto INR 150 crore
plus taxes during the year 2020-21. However, due to changed business circumstances, the
cumulative transactions with MPL has increased by a further INR 10 crore. Hence, approval
of members is being sought for ratifying the transactions with MPL during the year 2020-21
alongwith proposal seeking approval for transactions during the year 2021-22.
Audit Committee
The details are furnished under the CGR annexed to this Report. All the recommendations
of the Committee were accepted by the Board.
Vigil Mechanism
As required under Section 177 of the Act and Regulation 22 of the SEBI (Listing
Obligations
& Disclosure Requirements) Regulations 2015, your Company has established a vigil
mechanism for directors and employees to report genuine concerns through the Whistle
Blower Policy of the Company as published in the website of the Company. As prescribed
under the Act and the Listing Regulations, provision has been made for direct access to
the Chairperson of the Audit Committee in appropriate or exceptional cases.
Annual Return
Pursuant to Section 92(3) of the Act, copy of Annual
Return in Form MGT-7, filed during the year under review is available in the website of
the Company viz., https://tnpetro.com/annual-return/.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
Your Company has constituted internal complaints Committees under the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed pursuant to the above Act.
Particulars of employees and other disclosures
The disclosures prescribed under Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in Annexure - IV to this Report.
It is hereby affirmed that the remuneration to the employees is as per the remuneration
policy of the Company.
CSR Policy and related Disclosures
The brief outline of CSR policy of your Company and such other details and disclosures
as per the prescribed format are furnished in Annexure V to this report.
Acknowledgement
Your Directors are grateful to the Government of India, the Government of Tamilnadu,
financial institutions, banks, other lending institutions, promoters, technical
collaborators, suppliers, customers, joint venture partners and marketing agents for their
assistance, co-operation and support. The Directors thank the shareholders for their
continued support.
The Directors also place on record their high appreciation for the contributions by all
cadres of employees of the Company, especially during the difficult conditions to ensure
unhindered operations of the Company.
Disclaimer
The Management Discussion and Analysis contained herein is based on the information
available to the Company and assumptions based on experience in regard to domestic and
global economy, on which the Companys performance is dependent. It may be materially
influenced by changes in economy, government policies, environment and the like, on which
the Company may not have any control, which could impact the views perceived or expressed
herein.
| For and on behalf of the Board of Directors |
|
| D Senthi Kumar |
KT Vijayagopal |
| DIN 00202578 |
DIN 02341353 |
| Wholetime Director (Operations) |
Wholetime Director (Finance) & CFO |
9th August 2021
Chennai – 600 068
+91-9892691696
