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Tamil Nadu Newsprint & Papers Ltd.

BSE: 531426 Sector: Industrials
NSE: TNPL ISIN Code: INE107A01015
BSE 00:00 | 24 Apr 2020 Tamil Nadu Newsprint & Papers Ltd
NSE 05:30 | 01 Jan 1970 Tamil Nadu Newsprint & Papers Ltd

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OPEN 103.70
PREVIOUS CLOSE 99.40
VOLUME 8495
52-Week high 215.40
52-Week low 85.00
P/E 3.52
Mkt Cap.(Rs cr) 673
Buy Price 96.25
Buy Qty 1.00
Sell Price 99.95
Sell Qty 100.00
OPEN 103.70
CLOSE 99.40
VOLUME 8495
52-Week high 215.40
52-Week low 85.00
P/E 3.52
Mkt Cap.(Rs cr) 673
Buy Price 96.25
Buy Qty 1.00
Sell Price 99.95
Sell Qty 100.00

Tamil Nadu Newsprint & Papers Ltd. (TNPL) - Director Report


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Company director report

TO THE MEMbERS

Your Company's Directors are pleased to present the 39th Annual Report of the Companyalong with Audited Accounts for the financial year ended 31st March 2019.

1. FINANCIAL RESULTS

The Financial Results for the year under review are

( in Crore)
Particulars 2018-19 2017-18
Revenue from operations (including Excise Duty) 4082.71 3125.10
Other Income 39.24 33.60
Operating Profit (PBIDT/EBIDTA) 615.24 438.47
Finance cost 233.36 244.63
Gross Profit (PBDT) 381.88 193.84
Depreciation & Amortization expense 226.68 221.83
Profit/Loss before tax (PBT) 155.20 (27.99)
Tax Expense 60.81 14.16
Profit/Loss after tax (PAT) 94.39 (42.15)
Other Comprehensive Income (4.12) 3.10
Total Comprehensive Income (Net of Taxes) 90.27 (39.05)

The overall results are satisfactory as the company has to contend with severe rawmaterials shortages steep escalation in costs. These results were driven by higher salesvolume higher sales realisations as well as record production levels and improvedefficiency across all areas of operation. Due to demand for Printing & Writing Paperthroughout the year ended March 2019 and despite increase in input costs in procurement ofbagasse and other raw materials the Company has earned a PBT of Rs 155.20 Crores. Thisperformance in adverse environment is a commendable achievement by the Management.

2. DIVIDEND

In accordance with "the Companies (Declaration and payment of dividend) Rules2014 your directors recommend a dividend of 75% (i.e. Rs. 7.5/- per share) for the yearended 31st March 2019. The dividend if approved by the shareholders at the AGM will bepaid to the equity shareholders whose names appear in the Register of Members as on 19thSeptember 2019. The cash outgo on the proposed dividend including Dividend distributiontax will be Rs. 62.58 Crs.

3. PERFORMANCE HIGHLIGHTS OF THE YEAR

a. Operations

1. The Company's turnover during the year 2018-19 is Rs. 4040.87 crore.

2. Profit before tax is Rs. 155.20 crore and Profit after tax Rs. 94.39 crore.

Printing and Writing Paper

3. During the year the Paper production was 432572 MT.

4. Achieved Paper sales of 445389 MT during the FY 2018-19. Domestic Sales accountedfor 81% and Exports at 19%.

Packaging Paper Board

5 . The packaging paper board plant production was 176997 MT during the financialyear 2018-19 equivalent to 89% of capacity.

6. The packaging paper board sales during the year 2018-19 was 177047 MT. DomesticSales account for 99%. 7. 353018 tonnes of Hardwood chemical Bagasse Pulp and DeinkedPulp were produced during the year.

8 . 8220 lakh units of Power was generated of which 7740 lakh units was consumed and585 lakh units were exported to the State Power Grid. Power drawn from State Grid consumedonly 1.36% of total Power consumed.

9 . The bio-methanation plants have generated methane gas of 65.23 lakh m3 during2018-19. The methane gas was consumed in lime kiln and power boilers in replacement offurnace oil 3848 KL and imported coal 105 MT.

10. The wind farms with an installed capacity of 35.5 MW capacity have generated 435lakh Kwh Units of ‘Green Power' during the year.

11. The paper & pulp mill have implemented various water conservation projects andreduced the overall consumption of water to 32 KL/per ton of paper which is one of thelowest in paper industry.

12. TNPL is the first and only company in the Indian Paper Industry to have establisheda cement manufacturing factory to convert the mill wastes lime sludge and flyash into highgrade cement as part of its solid waste management system. During the year the Companyhas manufactured 233876 MT of cement.

13. The Company has reduced overall debt (Term Loan and Working Capital) to an extentof Rs. 466.94 Crore during the financial year 2018-19.

14 . Market Capitalization was Rs. 1425.74 crores as on 31.03.2019.

b. Projects Implemented:

Key Development Projects Implemented Revamping of bio-gas reactor in TNPL Unit I

Presently the company operates six (6) nos. of UASB reactors in the Bio-methanationplant including the two no. reactors commissioned during August 2017 to handle High CODeffluent stream of 15000 to 16000 m3/day and COD load of 75000 to 85000kg/day. Inorder to improve the operational efficiency and to capture methane gas effectively thecompany took up revamping of one of the bio-reactors by changing the internals andreplacing the Carbon steel hoods with Stainless steel hoods. The revamp job was commencedin October 2018 and completed in March 2019. This will ensure better performance of theplant and longer life of the equipment.

PROJECTS UNDER IMPLEMENTATION

Mill Expansion Plan of TNPL Unit II

As part of its growth plan TNPL has embarked on a Mill Expansion Plan (MEP) to enhancethe capacity of TNPL Unit II by 165000 MT of paper per annum by installing a PaperMachine along with captive pulping facility at an estimated capital outlay of Rs.2520Crore. The project will feature installation of a state-of-the-art 400 tpd chemicalhardwood pulping along with chemical recovery facility and augmentation of serviceutilities viz. Captive power plant and Waste water treatment plant.

As per the Terms of Reference (TOR) prescribed by the Ministry of Environment Forestand Climate Change (MOEFCC) a detailed EIA (Environment Impact Assessment) report for theProject was prepared by the Consultants. Based on the EIA report a Public consultationwas conducted by the Tamil Nadu Pollution Control Board (TNPCB) on September 6 2018 asper the requirements of MOEFCC. The EIA report along with the Public consultation commentswas reviewed by the Expert committee on Jan 10 2019. Based on the appraisal the MOEFCChas issued a formal Environment Clearance (EC) for the Mill Expansion Project of Unit II.

With issuance of EC the company is now proceeding with finalization of orders formajor long delivery plant and machinery like Hardwood Pulp Mill Chemical recoveryBoiler Turbo Generator etc. The project scope includes installation of a Hardwood PulpMill which is scheduled for commissioning within 24 months from the date of order. Thiscaptive pulp production in Unit II will improve the profitability of the Unit II to alarge extent.

With the implementation of the expansion plan the overall paper and packaging boardproduction capacity in Unit I and Unit II of your company will be increased to 765000 MTper annum from the current capacity of 600000 MT per annum along with pulpingfacilities.

Installation of additional sheeting facility in Unit II

To cater to the sheet orders of the Paper boards the company is installing anadditional sheet cutter of capacity 100 tons/day at a capital outlay of Rs.10 Crore. Thesheeter has been ordered and the manufacturing is in progress. The sheet cutter machine isscheduled for delivery in July 2019 and commissioning is targeted for October 2019.

Upgrade of Chlorine dioxide plant in Unit I

The Unit I has an integrated Chlorine dioxide plant of capacity 15 tpd to cater to thebleach chemical demands of the pulp mill. With stabilization of the plant operationsresulting in improved production levels and due to surge in chemical demands especiallywhile handling varying quality of input raw materials the Chlorine dioxide plant becomesa bottleneck for production. Therefore the company has initiated an upgrade plan toenhance the production by 10% at a capacity outlay of Rs.5 Crore. The upgrade is plannedto be completed by August 2019.

c. Contribution to Environment

1. TNPL is one among the 35 of the worlds most important pulp and paper manufacturersparticipated in WWF Environmental Paper Company Index (EPIC) 2017.

2. Production of 139844 MT of bagasse pulp and 94166 MT of Deinked pulp during theyear has facilitated conservation of 9.82 Lakh MT of pulpwood.

3. "World Environment Day" "International Ozone Day" and"World Water Day" were celebrated involving school children in planting trees.

4 . The Company has generated about 435 Lakh KWH Wind energy during 2018-19.

5. 65.23 Lakh m3 methane generated in the Bio-methanation plant was consumed in limekiln and Power Boilers saving 3848 KL of Furnace oil and 105 Mt of imported coal.

d. Corporate Social Responsibility (CSR)

The Company has undertaken CSR activities as per the CSR policy (available on yourcompany's website www.tnpl.com) the details are contained in the Annual Report on CSRactivities vide Annexure I forming part of this Report.

e. Contribution to Innovation and New knowledge development

1. The company nurtures creativity and innovation through its R&D activities whichare carried out largely in-house. A few activities are out sourced when warranted.

2. The R&D activities focus on product development process improvement rawmaterial substitution and development of new products and protection of the environment.

3. The company has spent Rs. 10.44 Crore on R & D activities during theyear.

f. Awards

The company received the following awards and accolades during the year:

1. TNPL bagged the "Most Innovative Project" award for Environmental BestPractices Award 2018 conducted by CII - Sohrabji Godrej Green Business Centre Hyderabadduring June'18 at Chennai

2. TNPL bagged first place during "15th National Award for Excellence in CostManagement 2017 – "Good Performance Award" under the category MANUFACTURING- PUBLIC Organization - from the Institute of Cost Accountants of India." duringOctober 2018 at New Delhi.

3. TNPL received the IEI Industry Excellence Award 2018 from Institution of EngineersIndia (IEI Kolkata). This award has been instituted to recognize industry leaders fortheir innovation excellence in engineering and operation & services their capacityto sustain excellence in a competitive manner.

4. TNPL have been awarded a Special Commendation for prestigious Golden PeacockNational Quality Award for the year 2018-19 by the Institute of Directors (IOD) India.The award was presented to TNPL at a convention conducted by IOD at Dubai during March2019.

4. MARKET TRENDS

a. Printing and Writing Paper

The printing and writing paper demand and price were relatively better during 2018-19compared to the market prevailed during the previous fiscal year. With the significantgrowth in consumption the additional capacities have been fully absorbed. One of themajor pulls during 2018-19 was the unprecedented surge in Cut Size Paper consumption. Asthe TNPL Copier Brand has become a household name the demand for the product was high andthe production was increased to 16% from the normal level of 10 – 11% of the overallproduction. The surge in the paper demand resulted in major players expanding andenlarging the cutting and finishing capacities with new paper conversion installations.

b. Packaging Boards

The market for Packaging Board is the fastest growing segment in the industry.Grey-Back Board account for 45% White-back and other high end varieties (FBB SBS CupStock.) account for the remaining 55%. The demand growth for packaging boards is estimatedat 10-12% per annum.

Some key trends of packaging industry are growth in consumer packaged goods growth oforganized retail increasing use of flexible packaging increasing usage of tetra packsfor diary and juice products coding and marking aseptic packaging usage of recyclablepackaging material vacuum packaging modified atmosphere packaging aerosol packagingskin packaging shrink and stretch packaging and tamper evident packaging etc. Paperpackaging industry has seen some major regime shifts during the recent periods that arecreating opportunities and threats in the industry.

These include the waste paper import ban in China global restrictions on single-useplastic deforestation and the emergence of e-commerce. Increasing awareness amongconsumers towards eco-friendly and sustainable packaging options along with increasingtrend towards reducing the use of plastic has led to a sustained demand for paper andboard packaging. This trend is encouraging for continued expansion of the paper packagingdemand globally especially in the high growth regions of the world among which Indiaplays a primary position.

OUTLOOK

a) Printing and Writing Paper

The domestic paper sector is likely to see marginal improvement in demand fromeducation and corporate sectors aided by expected higher GDP growth of the country. Theper capita paper consumption is estimated at 13.0 kg. The demand that picked up during2018-19 appears to continue. Major reasons are increase in Literacy Rate and increasingenrolment in education which could lead to higher demand of paper in India. When globallypaper consumption has witnessed negative / stagnant growth in India the past few yearshas been very strong. With increasing income levels and urbanization per capita paperconsumption in the country will gradually improve resulting in higher demand mainly inconsumer paper grades like Writing and Printing with various end-applications like textbook publishing Student Notebooks cut-size paper for photo copier and inkjet printers.

b) Packaging Boards

Increasing trend in the e-Commerce space will usher higher packaging boards fordelivery purpose. Also due to ban on one time use plastic bags food deliveryapplications have started using packaging paper boards for delivery purpose which couldlead to higher demand of these grades. With the consistent economic growth demand forpackaging paper will show improvement in the coming months.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of Directors/ key managerial personnel who were appointed or have ceased tobe Director/ KMP of the Company during the year 2018-19 are as follows:

Sl. No. Name of Director/KMP Date of Appoint- ment / Cessation Appointment / Cessation
1. Thiru. N. Muruganandam IAS 04.03.2019 Appointed as Additional Director designated as Chairman
2. Thiru. K Gnanadesikan IAS 04.03.2019 Ceased to be a Chairman
3. Tmt. Anu George IAS 09.11.2018 Ceased to be a Director.
4. Tmt Reeta Harish Thakkar IAS 09.11.2018 Appointed as Additional Director
5. Thiru. V Narayanan 18.09.2018 Ceased to be a Director.

Your Company has seven directors out of whom three are independent and other three areGovernment nominee directors. The remaining one is Managing Director.

The independent directors are appointed for a fixed period of three years. The threeGovernment Nominee directors are appointed in replacement for existing Government Nomineesonly during the financial year whose appointments have to be confirmed in the AnnualGeneral Meeting. The remaining one director i.e. Managing Director is not liable forretirement by rotation as per Article 141 of the Articles of Association. Hence nodirector is proposed for retirement by rotation.

5.1 Declaration from Independent Directors on Annual basis

The Independent directors have submitted their disclosure to the Board confir ming thatthey fulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 of the Companies Act 2013 as well as SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 hereinafter referredto as SEBI Regulations. The Board confirms that the said independent directors meet thecriteria as laid down under the Companies Act 2013 as well as SEBI Regulations.

5.2 Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details of policy are provided in the website of the Company and in theCorporate Governance Report forming part of this report (Annexure VII).

5.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year seven meetings of the Board and Six meetings of the Audit Committee wereconvened and held the details are given in the Corporate Governance Report forming partof this report (Annexure VII). The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and Regulation 17(2) of the SEBIRegulations.

5.4 board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBIRegulations the Board has internally carried out an annual performance evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit and Nomination & Remuneration Committees for the financial year ended 31stMarch 2019. The guidance note dated January 5 2017 as suggested by SEBI was referred towhile carrying out the annual performance evaluation. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board specific culture execution and performance of dutiesobligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board on the following broad criteria i.e.attendance and level of participation at meetings of the Board/Committees independence ofjudgement exercised by Independent Directors interpersonal relationship etc.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors in their meeting held on 29.03.2019. TheDirectors expressed their satisfaction with the evaluation process.

6. INTERNALCOMPLAINTS COMMITTEE

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 & Rules made there under the Company has constituted anInternal Complaint Committee (ICC) (hereinafter referred to as ICC) as per section 4 ofthe SHWW Act 2013 read with its Rules. The ICC comprises of the following members: Tmt.R. S. Tamilarasy Emp. No.1664 Senior Manager (Lab) Presiding Officer

Thiru. P. Sundaram Emp.No.1879 Senior Manager – HR / Member

Tmt. M. Pemila Beham Emp.No.3003 Officer HR / Member

Thiru. M. Velliangiri President Kanmani Trust Karur – Member representing NGO

The above members are from amongst employees (except Mr. Velliangiri) preferablycommitted to the cause of women have experience in social work have legal knowledge.During the year under review there were no complaints referred to the committee.

7. AUDITORS

a) Statutory Auditors : The Comptroller and Auditor General of India appointed M/s.Brahmayya & Co. Chartered Accountants Chennai as the Statutory Auditors of theCompany for the financial year 2018-19

b) Cost Auditors : Pursuant to Section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 the cost audit recordsmaintained by the company in respect of its paper cement and energy activities arerequired to be audited. Your Directors had on the recommendation of the Audit Committeeappointed M/s Geeyes & Co to audit the cost accounts of the company for the year2018-19. The cost audit report for the year 2018-19 will be submitted to the CentralGovernment before the due date. Cost Audit report for the financial year 2017-18 was filedin scheduled time.

c) Secretarial Auditor: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s R. Sridharan & Associates a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the company. The Report ofthe secretarial audit is annexed herewith as "Annexure II".

8. NON- CONVERTIbLE DEbENTURES

No Non-Convertible Debentures is outstanding as on 31.03.2019.

9. FIXED DEPOSITS

The company has stopped accepting fresh deposits from 1stJune 2002 and renewals from1stAugust 2005. During the year under review the Company has not accepted deposit fromthe public falling within the ambit of Section 73 of the Companies Act 2013 and TheCompanies (Acceptances of Deposits) Rules 2014.

10. RISK MANAGEMENT FRAMEWORK

TNPL has established a Risk Management Framework under which the risks covering theentire operation have been identified and categorized as high medium and low.

All the risks are discussed periodically in the Senior Management Committee meetingsand appropriate actions are taken pro-actively.

The risk details and mitigation plans are placed before the Audit Committee and theBoard bi-annually.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

TNPL has instituted adequate internal control procedures commensurate with the size ofits operations. TNPL has also prepared an ‘Internal Control Procedure Manual' toensure that the control procedures are followed by all departments. The departmentsconcerned in the company are complying with the stipulations in the manual withoutdeviating the procedures. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.

Internal controls are supported by internal audit and management reviews. The AuditCommittee meets periodically with the Management External-Internal auditors InternalAuditors Statutory Auditors and reviews the Annual Audit plans and internal controls.

All significant observations of the Auditors are acted upon. The Audit Committee met 6times during the financial year. The review of Management Response to Audit Observationsconstitutes an important aspect of the Agenda for each meeting.

12. VIGIL MECHANISM / WHISTLE bLOWER POLICY

The company has framed a Vigil Mechanism / Whistle Blower Policy the details of suchPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company at www.tnpl.com.

13. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

14. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the company has transferred Rs.1158295.00/- being the Dividendamount which was due and payable and remained unclaimed and unpaid for a period of sevenyears to the Investor Education and Protection Fund as required under Section 124(5) ofthe Companies Act 2013.

15. UNPAID DIVIDEND STATUS

Dividend was remaining unpaid due to non-confirmation of their new addresses by theconcerned shareholders. The unpaid dividend warrants were returned by the postalauthorities. Effective follow-up by the Company has resulted in Unpaid Dividend beingconsistently equal or below 0.5% of the total dividend. As and when the shareholderscommunicate the new address the dividend is sent to the shareholders. At the end of sevenyears the unpaid dividend is transferred to Investor Education and Protection Fund. Thetable and graph given below summarize the status of Unpaid Dividend.

16. ENERGY CONSERVATION TECHNOLOGY AbSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars required under Sec. 134(3) (m) of the Companies Act 2013 read with theRule 8 of The Companies (Accounts) Rules 2014 is furnished in Annexure III tothis Report.

17. HEALTH

TNPL is committed to take care of the health of its employees. An Occupational HealthCentre is functioning in both the units. In addition every week one specialist Doctor inCardiology General Medicines Ortho Skin Eye Dental ENT etc. visits the OccupationalHealth Centre. Entire medical expenses of employees for serious ailments viz. Heartailment Cancer Kidney Transplantation Paralysis Leprosy Tuberculosis and BrainSurgery are borne by the Company. In addition 180 days of Special Leave is beingsanctioned to those employees who suffer from one of the above serious ailments. Whenemployees sustain injuries while on duty Company bears the entire medical expenses.Further under a Special Medical Assistance Scheme 50% of the hospitalization expensesfor the employee and their dependents are borne by the Company. A Comprehensive Masterhealth Check-up is done for employees four times at the age of 40 50 56 and 59. Everyyear Audiometry test is conducted to those employees who are exposed to high noiseareas. Once in 2 years eye test is being carried out for employees who are in drivingjob.

18. SAFETY

TNPL has adopted a clearly defined Occupational Health and Safety Policy. SuitablePersonal Protective Equipment's (PPE) are provided to all employees. Periodical TrainingPrograms are conducted on handling of hazardous chemicals Material handling Usage ofPPEs Electrical safety road safety First aid fire fighting etc. to improve safetyawareness among the employees including contract workmen. Caution boards postersslogans Do's and Don'ts etc. are displayed at prominent places to promote safety at workplaces. Safety Committee with representatives from Management and Workmen has beenconstituted. Safety Committee meetings are conducted periodically and suggestions given toimprove safety aspects are implemented.

Accidents and incidents are investigated and preventive / corrective actions are takento avoid recurrence. Mill wide Safety Audit HAZOP study and Risk Analysis are carried outperiodically through experts in industrial safety and the recommendations are implemented.An updated On-site Emergency Plan (OEP) and Off-site Emergency Plan are available tomitigate emergencies. Periodic mock drills for hazardous chemical leakages and fireincident are conducted to ensure the effectiveness of emergency preparedness.

The entire Mill is covered with fire hydrant points with pressurized water ring mainsfor fire fighting. Also different types of fire extinguishers according to the nature offire are provided at strategic points since inception TNPL has maintained an excellentsafety record.

19. PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of thelimits prescribed under the Companies Act 2013 and the rules framed there under. Theinformation as required under Section 197 read with Rule5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of thecompany is annexed as Annexure IV.

20. CASH FLOW STATEMENT

As required under Regulation 34(2) (c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Cash Flow Statement prepared in accordance with theIndian Accounting Standard 7 (IND AS-7) is attached to the Balance Sheet.

21. EXPORT HOUSE STATUS

TNPL has been awarded status of "Three Star Export House" by DGFT -Governmentof India in accordance with Foreign Trade Policy. This status is valid till 11/10/2020.

22. INDUSTRIAL AND PERSONNEL RELATIONS

The Company continues to have healthy industrial and employee relations at all levels.Despite severe competition the enthusiasm and unstinting efforts of the employees haveenabled the company to remain at the forefront of the Industry.

Your Company continued to receive co-operation and unstinted support from thedistributors retailers stockists suppliers and others associated with the Company asits trading partners. The Directors wish to place on record their appreciation for thesame and your Company will continue in its endeavor to build and nurture strong links withtrade based on mutuality respect co-operation with each other and consistent withconsumer interest.

23. ENHANCING SHAREHOLDERS'VALUE

Your Company believes in the importance of its Members who are among its most importantstakeholders. Accordingly your Company's operations are committed to the goal ofachieving high levels of performance and cost effectiveness growth building enhancingthe productive asset and resource base and nurturing overall corporate reputation. YourCompany is also committed to creating value for its stakeholders by ensuring that itscorporate actions have positive impact on the socio-economic and environmental growth anddevelopment.

24. DIRECTORS' RESPONSIbILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

1. in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

2. the directors had selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. the Annual Accounts were prepared for the financial year ended 31st March 2019 on agoing concern basis;

5. the directors have laid down proper internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively;

6. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and are operating effectively.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure V".

26. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Report on Management Discussion and Analysis and the Report on Corporate Governanceforming part of Directors' Report are attached as "Annexures VI and VII".

As required by the SEBI Regulations an Auditor's Certificate on Corporate Governanceand a Declaration by the Chairman & Managing Director with regard to Code of Conductare attached to the Report on Corporate Governance.

27. BUSINESS RESPONSIBILITY REPORT

The ‘Business Responsibility Report' (BRR) of the Company for the year 2018-19forms part of the Annual Report as required under Regulation 34(2) (f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as "AnnexureVIII".

28. RELATED PARTY TRANSACTIONS

There are no materially significant transactions with related parties during the yearwith Promoters Directors Key Managerial Personnel or other designated persons which arepotentially conflicting with the interest of the Company at large.

The Board of Directors have framed the policy on Related Party Transactions and thesame is uploaded on the Company's website at www.tnpl.com.

None of the Directors or Key Managerial Personnel have any pecuniary relationships ortransactions vis--vis the Company. Accordingly the disclosures of Related PartyTransactions required under section 134 (3) (h) of the Companies Act 2013 in Form AOC-2is not applicable.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED bY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

30. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year and date of this report.

31. CEO/CFO CERTIFICATION

As required by Regulation 17(8) of the SEBI Regulation a Certificate on the FinancialStatements and Cash Flow statement of the company for the year ended 31st March 2019 dulysigned by the Managing Director and Chief Financial Officer was submitted to the Board ofDirectors at their meeting held on 28th May 2019.

32. ACKNOWLEDGEMENT

The Board has pleasure in recording its appreciation for the assistance co-operationand support extended to the company by the Govt. of Tamil Nadu Commercial BanksFinancial Institutions Sugar Mills and Dealers. The Board also places on record itssincere appreciation of the positive response received from the Company's valued customersand thanks them for their continued support.

The company is grateful to all employees for their exemplary co-operation during theyear. Their contribution has been truly outstanding. The Directors place on record theirappreciation of the excellent effort made by every employee to enhance the company'sperformance in adverse market conditions. Finally the Board of Directors sincerely thankthe shareholding community for their solid support and for the confidence they havereposed in the Company.

33. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. The Company cannotguarantee the accuracy of assumptions and the projected future performance of the Company.The actual results may materially differ from those expressed or implied in this report.Important factors that could influence the Company's operations include global anddomestic demand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations.

For and on behalf of the Board
Date: 13th August 2019 N.MURUGANANDAM IAS
Place: Chennai CHAIRMAN


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