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Tamil Nadu Petro Products Ltd.

BSE: 500777 Sector: Consumer
NSE: TNPETRO ISIN Code: INE148A01019
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OPEN 74.85
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VOLUME 84167
52-Week high 84.00
52-Week low 22.10
P/E 29.96
Mkt Cap.(Rs cr) 639
Buy Price 70.95
Buy Qty 200.00
Sell Price 71.00
Sell Qty 1411.00
OPEN 74.85
CLOSE 74.65
VOLUME 84167
52-Week high 84.00
52-Week low 22.10
P/E 29.96
Mkt Cap.(Rs cr) 639
Buy Price 70.95
Buy Qty 200.00
Sell Price 71.00
Sell Qty 1411.00

Tamil Nadu Petro Products Ltd. (TNPETRO) - Director Report

Company director report

DIRECTORS' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT TO THE SHAREHOLDERS

Dear Shareholders

Your Directors have pleasure in presenting the Thirty Second Annual Report on thebusiness and operations of the Company and the audited Statement of Accounts for the yearended 31st March 2017.

FINANCIAL SUMMARY (STANDALONE OPERATIONS):

(INR In crore)

Particulars Description 2016- 2017 2015-2016
Earnings Before Interest and 67.06 12.76
Depreciation
Interest 34.35 14.74
Depreciation 15.76 17.58
Exceptional Item 25.00 57.71
Profit Before Tax 41.96 38.15
Tax expenses 32.40 -
Profit after tax 9.55 38.15

OPERATIONAL HIGHLIGHTS AND PRODUCT-WISE PERFORMANCE

During the year under review revenue from operations was Rs. 1010.54 crore vis a visRs. 793.55 crore in FY 2015-16. Operating profit for the year was at Rs. 67.06 crorecompared to previous year figure of Rs. 12.76 crore. Significant improvement in Operatingprofit was achieved mainly on account of managing optimum production maintaining nearzero inventory level of finished goods and reduction of costs through Normal Paraffincapacity revamp. Net profit for the year was at Rs. 9.55 crore Vis a Vis Rs. 38.15 crorein the previous year. It may be recalled that the profit for the year 2015- 16 includedexceptional items such as sale of property. Further the profit for the year under reviewis lower due to higher tax provision relating to earlier years.

Crude prices continued to remain volatile ranging from USD 55 per barrel to USD 45 perbarrel impacting the topline as well the raw material costs. However through betterstrategy the Company managed to achieve higher margins compared to the previous year.

Linear Alkyl Benzene (LAB) product currently contributes to almost 90% of revenues forthe Company and continous efforts are put in to improve both on production and marketingfronts. The Phase II of Normal Paraffin (NP) revamp work was completed in October 2016which helped in increasing the feed processing rate and improved NP production.

The Chlor Alkali Division producing Caustic Soda and Chlorine had to be operated at areduced load mainly on account of lower demand and disposal issues of Chlorine. Variouscost cutting measures have been taken to bring down the cost of production. Despite theChlor alkali division's operation remaining at lower levels the caustic production wasstill 24% higher than the previous year.

During the month of December 2016 cyclonic storm ‘Vardha' hit Chennai causingdamages. Aportion of the roof sheets and insulation material in the columns were blown offin the factory. Many trees were uprooted causing obstruction to normal movement for a fewdays. Consequent to this the Chlor Alkali division had to be shut-down for nearly 10 daysdue to non availability of power. However LAB plant was operated at a lower capacityusing captive power generators. The Company has made appropriate insurance claims for thedamages..

ECH to PO Conversion:

The operation of ECH plant remains shut down since April 2013 on account of continuouslosses incurred. As indicated in the earlier years' reports steps have been taken toutilise the existing facilities available in the ECH Plant for manufacture of PropyleneOxide (PO) which is the input for Polyols. Environment Clearance form Ministry ofEnvironment Forest and Climate Change (MOEFCC) has already been obtained and Consent toEstablish (CTE) has also been received from Tamilnadu Pollution Control Board (TNPCB).

The Basic Engineering and detailed engineering work has been completed. At presentcivil works are in progress at the site. A project subcommittee has been constituted bythe Board to monitor the progress of the project and aid in reduction of cost and timelycompletion. The project is expected to be commissioned by the end of the financial year2017-18.

Financial Review

During the year while the finance cost for operations was much lower at Rs. 8.62 croreagainst the previous year's Rs. 14.74 crore.

However the total finance cost is higher due to provision for interest on income taxrelating to earlier years.

The company has been reaffirmed with ratings of CARE BBB- signifying ‘low creditrisk' for long-term bank facilities and short-term bank facilities with outlook stable andthis is expected to improve further considering the performance achieved during the year.

DIVIDEND

In order to conserve resources the Board of Directors had not recommended any dividendfor the financial year 2016-17.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Your Company has two manufacturing units viz. Linear Alkyl Benzene (LAB) ChlorAlkalis comprising Caustic Soda & Chlorine. Linear Alkyl Benzene (LAB) is a family oforganic compounds used in the manufacture of household and industrial cleaning agent..It's appearance is colourless oily liquid with a density 0.8628 g cm-3 and boiling pointof 282-302 C. LAB the material used to produce Linear Alkyl Benzene Sulfonate (LAS) andother applications is derived exclusively from petroleum derivatives: benzene and linearparaffins. LAB are compounds that have significant commercial importance and enjoys a gooddemand from the detergent industry.

The applic for LAS have been further segmented on the ations basis of end use namelyheavy duty laundry liquids light duty dish washing liquids and laundry powdersindustrial and household cleaners. Detergent industry is expected to grow at a fast pacedue to both population increase and lifestyle changes. LAB are more easily biodegradablethan branched alkyl benzenes. LAB have essentially replaced branched alkyl benzenes indetergents and other products. In particular long alkyl chains such as chains havingabout 10 to 14 carbons are commonly used.

Historically linear alkyl benzenes are manufactured commercially using classicFriedel-Crafts condensation employing catalysts such as aluminium chloride or by usingstrong acid catalysts such as hydrogen fluoride for example to alkylate benzene witholefins.

In 1995 a solid bed alkylation process the Detal process using a solidnon-corrosive acid catalyst was introduced. While such methods produce high conversionsthe selectivity to the 2-phenyl isomer typically is about 30 percent or less.

Huntsman Corporation CEPSA Quimica S.A. Quimica Venoco CA Sasol North America andRepsol-YPF Jin Tung Petrochemical Unggul Indah Cahaya are some of the leading producersof LAB in the world.

The Indian industry made a modest beginning in 1978 with the commissioning of first LABplant at Vadodara. Subsequently Tamilnadu Petroproducts Limited (TPL) RelianceIndustries Ltd (RIL) and Nirma Ltd set up facilities for the manufacture of LAB. IndianOil Corporation Ltd (IOC) commissioned a plant of capacity of 120 KTA in August 2004. The2017-18 production capacity of

LAB in India is projected at 450KTA with demand pegged for 2017- 18 at 579 KTA.

Growth in household detergents is driving demand for LAB produced from kerosene-derivednormal paraffins. Some LAB also find minor use as solvent and binder in specialityapplications as for instance in cable oil ink industry paint insulating andelectricity.

All the major manufacturers of LAB in India including TPL have adopted the technologyfrom UOP USA which is considered superior to the other processes involving chlorination.The cost of production of LAB in India had been relatively higher than the internationalstandards mainly on account of higher cost of kerosene and quality issues relating to thefeedstock.

Earlier domestic demand for LAB was being met fully through indigenous sources and asubstantial quantity was being exported.

During the last three years LAB imports in India were more than 2 lakh tons. Thesudden spurt in LAB imports into India in the recent years is partly attributable toeconomic slowdown witnessed abroad and the creation of surplus capacities in the MiddleEast. The domestic players could not compete with the overseas suppliers who have modernfacilities with large capacity build ups which ensured very low cost production ascompared to the cost structure of TPL.

Caustic Soda a most commonly used industrial chemical finds wide applications intextile pulp & paper aluminium soaps & detergents industries. The capacity inIndia is approximately35 lakh tons with a capacity utilization of around 70%. The demandis expected to grow by about 5 % year on year. India has enough capacity to meet thedomestic demand but due to dumping from overseas the capacity utilization has been low.

Chlorine a co-product of Caustic Soda is widely used in sectors like V chlorideChlorinated paraffin wax (CPW) pulp and inyl paper water purification chlorinatedsolvents etc. Chlorine demand will be a major driver for Chlor-alkali capacityutilisation and the reason for low capacity utilization is due to inadequate opportunityfor Chlorine utilization lack of integrated plants and downstream chlorine utilizationprojects.

OPPORTUNITIES AND THREATS

Concern about hygiene and improved standard of living has helped in considerableimprovement of market conditions. This has helped the detergent markets to reach remoteareas with the facility of visual advertisements. Moreover consumers have the privilegeof choosing from a wide variety of product range and hence the companies are constantlyupgrading their products and make every effort to bring the innovative advertisingcampaign to increase their share in the global market. Since these companies target thebottom of the pyramid market there is a huge potential for the LAB industry to grow.

However India being an attractive market it is targeted by the overseas LAB playerswhich has resulted in increased imports to India. Addition of new plants in the MiddleEast is a big threat to the

LAB market in India. Also a new plant set up in Bangkok about a year ago is seen as amajor threat to the Company in the form of increased imports. Chennai being the nearestport these will have an impact on domestic pricing.

Crude prices continues to be volatile and uncertain. This had its own impact on thetopline/revenue and as well raw material cost of the Company. Imports from China Thailandand Middle East continue to be a threat. The Company through prudent inventory managementis minimizing the risk associated with the crude price. Caustic Soda continues tobe an important industrial intermediary finding application in many industries. With thedemand for textiles and apparels increasing on account of urbanization and larger spendingon personal effects the market for Caustic Soda is expected to grow further. Howeverunabated increase in cost of power is curbing the profitability of the domesticmanufacturers.

Because of the erratic weather conditions salt prices are unpredictable. India hasadequate capacity to meet domestic demand of caustic soda because of the heavy imports atlow price from other countries the industry is operating at relatively low margin.

Significant capacity changes are expected in the caustic soda market at the end of theyear 2017 with several large chlor alkali plants due to be closed as a result of phasingout of mercury cell technology in Dec 2017. Europe market is expected to be more tighterfrom late 2017 which could be balanced by higher plant run rates.

The per capita consumption of Chlorine in India is stated to be around 1.85 kg vis avis 13 kg in China and hence there exists good growth opportunities. However this couldhappen only if substantial investments are made in the vinyl industry the key end-user ofthe product. Downstream PVC Industry in India is growing @ 10% (YOY in 2016-17) but notutilizing domestic chlorine on account non-availability of petro-chemical feedstock. In ayear nearly 30% of the PVC domestic demands are met by imports. India continues to be oneof the largest importers of EDC & VCM i.e. indirect imports of chlorine leading to lowutilization of domestic chlorine. The problems of storage and disposal of Chlorine duringpeak demand for Caustic Soda are the major limiting factors for both the products."Mis-matched" demand for

Caustic and Chlorine sets the price trend for the product and the realisations areaffected considerably.

OUTLOOK LAB

TPL has established itself as a major contributor in the LAB market despite increasingLAB imports year on year TPL has been offering its best possible service to its customersand keeping the customer base intact. TPL has been able to sustain its market share acrosspan-India with a predominant role in southern part of India.

TPL during the year increased the N-Paraffin production capacity further to cut downimports and thereby reduced the operating costs significantly.

During the year the Ministry of Commerce had approved Anti Dumping Duty for LABarrivals into India originating from China Qatar and Iran. This measure should beexpected to improve the LAB prices in the near term. However the import volumes from SaudiArabia are still a concern but it is not expected to have major impact in South India interms of volumes.

Caustic Soda / Chlor alkali

The Global Caustic Soda growth is expected to be 3.2% by 2018. Alumina and pulp &paper sectors major consumers of Caustic Soda have been impacted by the global economicscenario. It has been stated that the growth in many of the developed regions would beslow. On the other hand with the ongoing expansion projects abroad the caustic sodaavailability from the USA Asia and the Middle East will be further affected with likelyincrease in imports into India which had already been affected by further large imports.

It has been reported that the Indian industry is capable of meeting its domestic demandbut because of high input costs and poor infrastructure it is not competitiveinternationally. It is also faced with the dumping of cheap imports from other countrieslike Iran Saudi Korea RP Japan etc. where power is available at a lower cost. In orderto face this competition TPL is focusing on reduction of power consumption and power cost.However under the present conditions TPL may not be able to go in for integration andhence the long-term prospect of the HCD would largely depend on the success of the costcutting efforts taken by the Company. The Company is exploring the option to switch overfrom monopolar to bipolar technology which will result in saving by means of reduced powerconsumption.

RISK AND CONCERNS

As mentioned above the import of LAB Caustic Soda and indirect form of Chlorine isthe major risk faced by TPL. Due to bulk discounts offered to the customers to ensuresteady supply LAB realisation could come down. The uncertainty emanating from the normalparaffin imports is yet another major risk to the company but with the expansion of thein-house NP capacity this risk has been mitigated to a larger extent However theinconsistent TNP content of LABFS from CPCL and issues faced by refineries in evacuationof kerosene due to fall in consumption of PDS kerosene across the country is are posing athreat for availability of kerosene for n-paraffin production. This could result in higherimport of normal paraffin for better productivity although at a higher cost.

Chlor Alkali Division of TPL is a power intensive industry and hence the renewablepurchase obligation which is being challenged by the Company at the appropriate forumcould be a dampener in its efforts to bring down the power cost. Continuous dip in thechlorine prices soaring cost of salt and transportation are adding to the woes.

SAFETY HEALTH & ENVIRONMENT

Adequate safety standards have been prescribed and followed by the Company withoutcompromise. Prime importance is given to protection of the employees plant &machinery and environment at all times.

There were no reportable incidents/accidents during the year 2016-17.

Your Company celebrates National Safety Day every year with true spirit and severalcompetitions were conducted for employees and contractors so as to enhance their awarenessof the safety measures and Prizes were distributed to winners.

World Environment Day is also celebrated each year and Tree Plantation programmesorganised for planting saplings as part of green initiative to promote carbon offset. Someof the uprooted trees due to the impact of Vardah cyclone were replanted and theirsurvival ensured.

SUBSIDIARIES

As at the year end your Company had one Wholly Owned Subsidiary (WOS) and two StepDown Subsidiaries (SDS) all of which are incorporated outside India. The financials ofall these subsidiaries have been consolidated and the financial and other information havebeen furnished in the Consolidated Financial Statement (CFS) attached to this Report.

Certus Investment and Trading Ltd. and its wholly owned subsidiaries

Your Company established Certus Investment and Trading Ltd. (CITL) Mauritius as itsWOS to serve as a Special Purpose Vehicle (SPV) to set up LAB and NP projects in theMiddle East and South East Asia.

CITL also established CITL (S) Pte. Ltd. in Singapore to function as a coordinator forTPL's overseas procurement and marketing activities.

Proteus Petrochemical Private Ltd. (Proteus) is a subsidiary of CITL formed forsetting up a Normal Paraffin (NP) project in Singapore. The proposal is to establish agreen-field NP project plant along with associated utilities and off-sites. The projecthas run into certain problems and hence there has been delay in completing it on schedule.The Company is examining further as to what action to be taken in this regard.

During the year the subsidiaries have not undertaken any major activity and the Companyis exploring actions to be taken in this regard.

The policy on material subsidiaries is given in the website of the Companyhttp://tnpetro.com/corporate-governance-policies /

HUMAN RESOURCES

Management strongly believes that the strength of your Company is directly proportionalto the strength of its employees in terms of the knowledge experience analytical anddecision making skills. Your Company has been practising various HR initiatives such asrecognition empowerment personality development decentralization of delegation ofpowers etc. to retain the talents and to enhance their capabilities. A balanced staffingsystem has been adopted in your Company wherein competent fresh talents have been infusedinto the stream of experienced hands.

The training needs of employees have been identified at regular intervals throughperformance appraisal systems and necessary training is being imparted through in-houseand external programmes.

The manpower strength as on 31st March 2017 was 368.

Details of Loans guarantees or investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to financial statements provided in this Annual Report.

Fixed Deposits

Your company has not accepted any deposits from the public during the year underreport.

Particulars of contracts or arrangements made with related parties

During the year under review there were no transactions with related parties referredto in Section 188(1) of the Companies Act 2013. The policy on transactions with relatedparties framed by the Audit Committee of the Company is published in the website of theCompany viz.http://tnpetro.com/corporate-governance-policies/.

Audit Committee

The details are furnished under the Corporate Governance Report (CGR) annexed to thisReport. 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 (ListingObligations & Disclosure Requirements)Regulations 2015 the Company has established avigil mechanism for directors and employees to report genuine concerns through the WhistleBlower Policy of the Company as published in the website of the Company. As prescribedunder the Act and the Listing Regulations provision has been made for direct access tothe Chairperson of the Audit Committee in appropriate or exceptional cases.

Risk Management Policy

The Company has over the years developed a frame work for risk management and laid downprocedures to keep the Board members informed of the risk assessment and mitigationmeasures. A risk management plan has been framedimplemented and monitored by the Board.As required under Section 177 of the Act the Audit Committee also reviews the riskmanagement process periodically.

As part of the risk management plan TPL has two employee-level Committees viz. asub-committee and an Apex Committee which is headed by the Whole-time Director(Operations) to review and assess the risks that could affect the Company's business. Thesub-committee brings out the matters that could affect the operations and they arereviewed by the Apex Committee which determines issues that could become business risk.The mitigation actions are also suggested by the Committee and the report of the RiskController is submitted to the Risk Management Committee of Directors (RMC) constitutedin compliance with the erstwhile listing regulations. Though it is not mandatory for theCompany to have the RMC under the extant Regulations considering the importance of thematter the Board has continued with the Committee which comprises Ms. Sashikala Srikanthas Chairman and Mr. T K Arun and Mr. D Senthikumar as the Members. The RMC meetsperiodically reviews the report of the Risk Controller and the recommendations arepresented to the Board for final decision/guidance.

In the opinion of the Directors unabated import of LAB into India is a major risk forthe Company that could affect its profitability. High cost of power coupled with policyinterpretations related to power cost are yet another concern for the Company especiallyfor the Chlor Alkali Division.

Board of Directors and related disclosures

The Board comprises twelve directors of whom six are independent including a womandirector. All the Independent Directors have furnished necessary declarations underSection 149 (7) of the Act and as per the declarations they meet the criteria ofindependence as provided in Section 149 (6) of the Act.

The Board met six times during the year under review and the relevant details arefurnished in the CGR

The Board has approved the Remuneration Policy as recommended by the Nomination andRemuneration Committee (NRC) which inter alia contains the criteria for determining thepositive attributes and independence of a director as formulated by the NRC. The policy onremuneration is available in the website of the Companyviz.http://tnpetro.com/corporate-governance-policies/.

During the year under review Mr. CV Sankar IAS demitted his office as Chairman andDirector effective 4th August 2016 consequent to his superannuation on 30thJuly 2016. Mr. Vikram Kapur IAS was appointed as an Additional Director and Chairmaneffective 10th October 2016 and held office till 3rd April 2017.

Mr. Atulya Misra IAS has been appointed as the Chairman and Director effective 10thApril 2017 and he holds office till the ensuing Annual General Meeting The proposal forhis appointment as a Director of the Company and requisite notice and deposit have beenreceived under Section 160 of the Act for his appointment as a Director at the AGM.

The Board wishes to place on record its appreciation to Mr. CV Sankar IAS andMr. Vikram Kapur IAS for their services during their tenure as Chairman and Director ofthe Company. At the meeting held on 30th May 2016 Mr. R. Balaji was appointedas Chief Financial Officer of the Company under Section 203 of the Companies Act 2013 whoseparated from the Company on 4th August 2016. Mr. K.T Vijayagopal WholetimeDirector (Finance) was designated as Chief Financial Officer in addition to his role as

Wholetime Director (Finance) effective 5th August 2016.

Mr. D. Hem Senthil Raj was appointed as the Company Secretary in the place of Ms. R.Deepti from 1st June 2016.

In accordance with the provisions of the Act and Articles of Association of theCompany Mr. R Karthikeyan (DIN 02163427) Director retires by rotation and being eligibleoffers himself for re-election at the ensuing Annual General Meeting of theCompany. The Board recommends his re-appointment.

Annual Evaluation of the Board and Committees

Board evaluated its performance taking the following aspects into account viz.Structure Meetings Functions Risk Evaluation process adopted grievance redressalmechanism stakeholder value and responsibility corporate culture and ethics and othermatters. Board also took into account facilitation to the Independent Directors tofunction independently and perform their roles as another important parameter for theevaluation.

The performance of each of the Committees was evaluated taking into account the clarityand disclosure of the composition mandate & working procedures effectivenessstructure and meetings independence and contribution in decision making process. Theevaluation of the two Executive Directors was done based on their assigned roles andresponsibilities. As regards the other Directors including the independent directors theevaluation was done taking into account the following parameters viz. qualificationexperience competency adequacy of knowledge about the Company and its sector ofoperation understanding about the strategic direction ethical behaviour participationin the risk evalua process resolving conflict of interests attendance tion andparticipation at the meetings ability to work as a team player and voluntary sharing ofinformation for the larger benefit of the Company and the like.

In compliance with the requirements of Schedule VII to the Act and the Regulations aseparate meeting of the Independent Directors was held during the year.

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 ofthe annual accounts for the financial year ended 31st March 2017 theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures; (b) the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year 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 adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the accounts for the financial year ended 31stMarch 2017 on a "going concern" basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and (f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance stipulatedunder Regulation 27 of the SEBI Listing Regulations. A Report on Corporate Governanceforms part of this Report and a Certificate from the Auditors regarding compliance withthe requirements of Corporate Governance is given in Annexure I to this report.

Auditors

The present Auditors of the Company Deloitte Haskins & Sells

Chartered Accountants Chennai hold office till the conclusion of the 32ndAnnual General Meeting (AGM) of the Company.

In compliance with the provisions for rotation of auditors the Company is required toappoint new Auditors at the ensuing AGM. Based on the recommendation of the AuditCommittee the proposal for appointment of M/s. RGN Price & Co. Chartered AccountantsChennai having Firm Registration No. 002785S as the auditors of the Company on aremuneration of Rs. 20 lakh plus applicable taxes and reimbursement of out of pocketexpenses is placed for consideration of the Members at the ensuing AGM. As per the extantprovisions of the Act they will hold office for a period of five years from theconclusion of 32nd AGM till the conclusion of 37th AGM to be held inthe year 2022 subject to the ratification of the Members at each subsequent AGM.

Secretarial Audit Report

As required under Section 204 of the Act read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Secretarial Audit Report issuedby Ms. B Chandra (CP No.7859) Company Secretary in practice Chennai is given in AnnexureII to this report. The Secretarial

Audit Report does not contain any qualification reservation or adverse remark.

Cost Audit

Pursuant to the provisions of Section 148 of the Act the Board had appointed M/s.Krishnaswamy & Co Cost Accountants the Cost Auditors of the Company for conductingthe audit of cost records for the financial year 2016-17 on a remuneration of Rs. 2.00lakh plus applicable taxes and reimbursement of out of pocket expenses. As required underSection 148 of the Act read with the relevant Rules of the members for the remunerationto the Cost Auditor for the year 2016-17 will be considered at the ensuing AGM of theCompany for ratification by the members.

Adequacy of Internal Financial Controls

Your company has in place adequate internal financial control systems with periodicalreview of the process. The control system is also supported by ERP internal audits andmanagement reviews with documented policies and procedures. The system was also earlierreviewed by an external agency and no major weaknesses were reported.

Conservation of Energy and other disclosures

As required under Section 134 of the Companies Act 2013 (‘the Act') read withRule 8 of the Companies (Accounts) Rules 2014 information on conservation of energytechnology absorption foreign exchange earnings and outgo to the extent applicable aregiven in Annexure - III and form part of this Report.

Extract of the Annual Return

The extract of the Annual Return in prescribed Form MGT-9 is given in Annexure IVin the prescribed format.

Particulars of Employees and other disclosures

The disclosures prescribed under Section 197(12) of the Companies Act 2013 read withRule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure -V to this Report. It is herebyaffirmed that the remuneration to the employees are as per the remuneration policy of thecompany.

CSR Policy and related Disclosures

The brief outline of CSR policy of the Company and such other details and disclosuresas per the prescribed format are furnished in Annexure VI to this report.

Acknowledgement

Your Directors are grateful to the Government of India the Government of Tamilnadufinancial institutions banks other lending institutions promoters technicalcollaborators suppliers customers joint venture partners and marketing agents for theirassistance co-operation and support. The Directors thank the shareholders for theircontinued support.

The Directors also place on record their high appreciation for the contributions by allcadres of employees of the Company.

Disclaimer

The Management Discussion and Analysis contained herein is based on the informationavailable to the Company and assumptions based on experience in regard to domestic andglobal economy on which the Company's performance is dependent. It may be materiallyinfluenced by changes in economy government policies environment and the like on whichthe Company may not have any control which could impact the views perceived or expressedherein.

For and on behalf of the Board of Directors

D Senthikumar KT Vijayagopal
16th May 2017 DIN 00202578 DIN 02341353
Chennai – 600 068 Wholetime Director (Operations) Wholetime Director (Finance)