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Seshasayee Paper & Boards Ltd.

BSE: 502450 Sector: Industrials
NSE: SESHAPAPER ISIN Code: INE630A01024
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OPEN 279.05
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VOLUME 20273
52-Week high 315.00
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P/E 12.40
Mkt Cap.(Rs cr) 1,788
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OPEN 279.05
CLOSE 279.10
VOLUME 20273
52-Week high 315.00
52-Week low 133.95
P/E 12.40
Mkt Cap.(Rs cr) 1,788
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Seshasayee Paper & Boards Ltd. (SESHAPAPER) - Director Report

Company director report

The Board of Directors hereby present their 62nd AnnualReport and the Audited Accounts for the financial year ended March 31 2022.

The Company has adopted the Indian Accounting Standards (IndAS) fromFinancial Year 2017-18 as mandated. Accordingly the financial statements for currentyear including comparative figures of previous year are based on IndAS and in accordancewith the recognition and measurement principles stated therein as well as otheraccounting principles generally accepted in India. While this has no major impact for theStatement of Profit and Loss there is and would be periodical impact for "OtherComprehensive Income" in measuring and restating investments at fair value.

WORKING RESULTS
2021-22 2020-21
(in tonnes) (in tonnes)
Production 2 12 086 1 70 138
Sales 2 20 344 1 39 005
(Rs crores) (Rs crores)
Revenue from
Operations 1354.93 781.79
Other Income 16.65 19.32
Total Income 1371.58 801.11
Profit before interest depreciation exceptional item and tax 182.24 126.87
Finance Cost 2.87 2.91
Depreciation 40.83 37.60
Profit before tax 138.54 86.36
Provision for current tax 34.55 18.44
Transfer to / (from)
Deferred Tax 0.89 (-) 32.35
Net Profit 103.10 100.27

DIVIDEND

The Board of Directors recommend payment of Dividend at Rs 2.50 (RupeesTwo and fifty paise only) per Equity Share of Rs 2 each absorbing a sum of Rs 15.76crores.

As per the provisions of the Income tax Act 1961 as amended by theFinance Act 2020 Dividend Distribution Tax is not applicable in respect of Dividendsdeclared distributed or paid by the Company after March 31 2020. The same will be taxedin the hands of the shareholders.

As per Ind AS 10 Events after the reporting period Proposed Dividendon Equity Shares being a non-adjusting event at the Balance Sheet date is not recognisedas a liability in the accounts for the financial year ended March 31 2022. The same willbe recognised in the year of payment viz. financial year ending March 31 2023.

APPROPRIATIONS

2021-22
( Rs crores)
Net profit for the year 103.10
Add:
Income from SPB
Equity Shares Trust 1.11
Add:
Surplus brought forward from the previous year 176.89
Add:
Re-measurement of defined benefit Plans (net of tax) 0.80
281.90
Less:
Dividend paid during the year (For Financial Year 2020-21) 15.76
Tax on Dividend distribution
Transfer to General Reserve 100.00
Balance carried forward 166.14

OPERATIONS

Gradually coming out of Covid-19 lockdown and restrictions the Companyhad registered the following key landmarks during the FY 2021-22. Highest ever annualproduction at 2.12 lakh tonnes.

Highest ever annual sales at 2.20 lakh tonnes. Highest everTotal Income at Rs 1371.58 crores.

Highest ever annual Exports at 57010 tonnes (representing over 25%of FY 2021-22 volumes).

The Company could achieve these landmarks in the current financialyear in-spite of the following:

Weak demand situation amidst Closure of Schools and educationalinstitutions for most part of the 1st half of FY 2021-22.

Shuts availed in Paper Machines Pulp Mill and Recovery Operationsduring the FY 2021-22 for upgradation works under the Project Mill Development Plan - III.

Global political and economic situations resulting in highlyvulnerable and uncertain logistics situation non-availability and high cost of containersfor sourcing imported input materials and in exporting finished products.

PRODUCTION

(Tonnage)

Unit FY FY Growth
2021-22 2020-21 (%)
Erode 141707 112489 26 %
Tirunelveli 70379 57649 22 %
Total 212086 170138 25 %

During the FY 2021-22 the production at Unit : Erode was 141707tonnes of paper as compared to 112489 tonnes produced in the previous year. Theproduction during the year included 11025 tonnes of Pulp Board production. (Previous Year- 16226 tonnes).

Accordingly paper production at Unit : Erode was higher by 34419tonnes compared to the previous year.

The Company completed upgradation works on Paper Machine - 1 andPaper Machine - 5 in FY 2020-21 as part of project Mill Development Plan - III (MDP-III).

As part of the second phase of the project the Company completedthe upgradation works in Paper Machine - 2 Paper Machine - 4 Pulp Mill and RecoveryBoiler during the Financial Year 2021-22.

Completion of these projects helped the Company to ramp upproduction during FY 2021-22 and helped the Erode unit to achieve its highest everannual production & sales despite tough demand situation and shuts availed inmachines for upgradation works under the project.

With the completion of most critical parts of the Project MDP-IIIthe annual installed capacity of Paper for Unit : Erode reached 165000 tonnes. Theannual capacity of Unit : Tirunelveli remains at 90000 tonnes. Accordingly the totalinstalled capacity of the Company currently stands at 255000 tonnes per annum.

Unit : Erode also produced 29552 tonnes of Wet Lap Pulp during FY2021- 22 (Previous Year 32569 tonnes) to augment the Pulp requirements of Unit :Tirunelveli.

Unit : Tirunelveli produced 70379 tonnes of Paper during the FY2021-22 as compared to 57649 tonnes produced in the previous year. Production recordedwas higher mainly due to significant increase in the volume of export orders during the FY2021-22.

Overall Production for the Company was 212086 tonnes of Paper andBoards for the year as compared to 170138 tonnes produced in the previous year.

SALES

(Tonnage)

Unit FY FY Growth
2021-22 2020-21 (%)
Erode 142500 86309 65%
Tirunelveli 77844 52696 48%
Total 220344 139005 59%

During the FY 2021-22 Company registered an overall sales of220344 tonnes of Paper (Previous year : 139005 tonnes).

In addition as part of its trading activity the Company soldduring FY 2021-22 petroleum products valued at Rs 26.34 crores (Previous Year : Rs 21.75crores) and Note Books valued at Rs 0.80 crores (Previous Year : Rs 3.61 crores).

Unit : Tirunelveli achieved Zero Stock of Finished Goods as onMarch 31 2022 (Stock as on March 31 2021 - 7490 tonnes).

Unit : Erode had a Finished Goods Inventory of only 2337 tonnes ason March 31 2022 (Stock as on March 31 2021 - 27735 tonnes).

PROFITABILITY

The Revenue from Operations of the Company for the year was Rs 1354.93crores as against Rs 781.79 crores in the previous year.

Profit before interest depreciation exceptional item and tax was Rs182.24 crores for the Company as a whole compared to Rs 126.87 crores in the previousyear.

After absorbing interest and depreciation of

Rs 2.87 crores and Rs 40.83 crores respectively the Profit before tax(PBT) was Rs 138.54 crores in FY 2021-22 as compared to Rs 86.36 crores in the previousyear.

The higher PBT is mainly on account of higher volumes manufactured andsold during the FY 2021-22 compared to the previous year.

It is to be highlighted that the healthy profitability of the Companyin FY 2021-22 is despite the significant impact of use of costlier pulp and power duringthe 45 days shut of pulp mill & recovery operations for upgradation works underMDP-III.

The Company's strategy of using the Covid-19 related downtimesduring the last 2 years to manufacture and stock pulp board paid rich dividends during FY2021-22 and effectively contained the impact of above mentioned 45 days planned shut ofpulp mill & recovery operations to manageable levels. For the financial year endedMarch 31 2022 current tax liability works out to Rs 34.55 crores as against a liabilityof Rs 18.44 crores in the previous year. The Deferred Tax liability amounted to Rs 0.89crores for the financial year ended March 31 2022 as against Rs (-) 32.35 crores in theprevious year. The Company had migrated to effective income-tax rate of 25.17% w.e.f FY2021-22 and accordingly the Company had restated the deferred tax assets & liabilitiesat the effective income tax rate of 25.17% as on March 31 2021. The restatement involveda deferred tax provision reversal of Rs 43.67 crores and MAT credit entitlement adjustmentof Rs 7.28 crores net adjustment amounting to Rs 36.39 crores during the previousfinancial year ended March 31 2021.

As a result profit after tax for the financial year ended March 312022 was Rs 103.10 crores as compared to Rs 100.27 crores in the previous financial year.

FINANCE

The Company reports NIL debt position as on March 31 2022 (DebtPosition as on March 31 2021 was also NIL).

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

Availment of Fund Based Working Capital limits remained NIL throughoutthe FY 2021-22.

As against Rs 82.5 crores of Term Loan sanctioned by the Bankers (StateBank of India and HDFC Bank) for the project MDP-III the Company had availed a Term Loanof Rs 11.16 crores only during the year and the same had been prepaid along with accruedinterest during the year. The Company had also surrendered the un-availed portion of theTerm Loan. Accordingly the Term Loan outstanding as of March 31 2022 stands NIL.

INTEREST FREE SALES TAX DEFERRAL LOAN

The Company repaid Rs 4.03 crores during the year and the balanceoutstanding as on March 31 2022 was Rs 4.37 crores.

MARKET CONDITIONS

Q-I 2021-22 : FY 2021-22 started with a positive note as themarket sentiments and demand at the beginning of this year was good. Good marketconditions and demand helped the Paper Mills to announce price increases in April'21.However this did not last long due to the onset of Covid 2nd wave fromMay'21. With more Government restriction from May'21 and closure of schools andcolleges the demand and market conditions started deteriorating. In May'21 PaperMills withdrew the price increases announced in April'21.

Q-II 2021-22 : The market conditions showed signs of improvementfrom August'21 as the schools and colleges were reopened. This improved thesentiments in the market and the Paper mills announced Price increases amidstextraordinary levels of cost push. Though the market was not buoyant the fear of priceincrease in the subsequent months forced the customers to buy the material in advance. OurCompany also started marketing various new products particularly in the Boards Segmentaggressively. The order flow for the new products was good and unaffected by the poormarket conditions that prevailed for writing and printing segments. These new productscomplemented the existing products and contributed to improved sale in this quarter forthe Company.

Q-III 2021-22 : Cost of all key input materials (Coal WoodChemicals) continued to see significant increase during the quarter and the Paper Millsannounced series of price increases during the quarter. End of the quarter witnessedsluggishness in demand particularly for Printing and Writing Paper owing to variousuncertainties in the market and fear of Omicron.

Q-IV 2021-22 : Towards the end of January '22 the marketsentiments improved as the fear of Omicron started fading. The demand for printing andwriting grades started improving significantly especially from the educational sector asthe schools and colleges were reopened for conducting physical classes. The sudden surgein demand helped most Paper Mills announce further Price Increases as the industrywitnessed unseen levels of cost push. The mills particularly dependent on Imported Coalhad seen severe contraction in their margins. High demand and good market conditionsprevailed from second half of January '22 and this helped the Paper Mills to announcefurther round of Price Increases to pass on the cost push on account of continued rise incost of most key input materials.

OUTLOOK : Outlook for the 1st quarter of FY 2022-23 isexpected to be positive with continued higher pent-up demand for printing and writinggrade papers. Demand for Boards is expected to remain strong throughout the financialyear. Paper Mills have already announced next round of Price Increases and the Company hasfollowed suit. However the global political situations macro-economic indicators &global supply chain constraints will have a strong bearing on the healthy order inflowboth from Domestic and Global markets.

EXPORT PERFORMANCE

(Tonnage)

Unit FY FY Growth
2021-22 2020-21 (%)
Erode 28129 11802 138 %
Tirunelveli 28881 16181 78 %
Total 57010 27983 104 %

The Company exported 57010 tonnes of paper during the FY 2021-22as compared to 27983 tonnes exported during FY 2020-21. The export volumes during the FY2021-22 represented 25% of the volumes sold by the Company during the year.

The export proceeds in Foreign Currency for the year 2021-22amounted to US $ 47.96 Mn (Previous Year Exports - US $ 19.0 Mn).

TREE FARMING ACTIVITY

The Company continues to provide quality Clonal Seedlings ofEucalyptus as well as bare-rooted Casuarina Seedlings at subsidised rates to interestedfarmers and assist them with technical help to achieve higher yields.

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

Technical Support to the farmers for this initiative is being providedin association with the Department of Tree Breeding of Forest College and ResearchInstitute attached to Tamil Nadu Agricultural University Coimbatore through aCollaborative Research Project.

In accordance with the Company's vision to achieve wood positivestatus over fourteen crore Seedlings (Clonal Eucalyptus Seedlings bare-rooted CasuarinaSeedlings and Melia Dubia Clones) were made available during the year to farmers atsubsidised rates for planting in about 20042 acres of land. (Previous Year : 19105acres).

ISO 9001 / ISO 14001 ACCREDITATION

The Company's Quality Management Systems and EnvironmentManagement Systems continue to be covered under ISO 9001 and ISO 14001 Accreditations.Both ISO 9001 and ISO 14001 standards have undergone revision to 2015 standards which laysemphasis on role of top management adoption of risk management and change management. Allthese changes are to facilitate sustainability in business performance.

OHSAS 18001 CERTIFICATION

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

FOREST STEWARDSHIP COUNCIL? (FSC?)CERTIFICATION

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

AWARDS

The Company received the following Awards and recognitions during theyear : CII - National Award for Excellence in Energy Management in the year 2021.a) Excellence in Energy Management - for the past 4 consecutive years.

b) National Energy Leader - 2nd time in row. c) Innovationaward- For Digester modification to enhance pulp production and green energy.

Paper Mill of the year award for FY 2019-20 awarded by IndianPaper Manufacturers Association.

AEE award - Regional Corporate Energy award 2021 by Association ofEnergy Engineers US.

EXPORT HOUSE STATUS

The Company continues to be accredited with "Star ExportHouse" Status by the Government of India Ministry of Commerce Directorate Generalof Foreign Trade in recognition of its export performance.

DEPOSITORY SYSTEM

As on March 31 2022 16347 Shareholders are holding Shares in Dematform and 50068026 shares have been dematerialised representing 79.39% of the totalEquity Share Capital.

SUBSIDIARY

M/s Esvi International (Engineers & Exporters) Limited (Esvin) is awholly owned subsidiary of the Company. Currently Esvin holds properties and derivesproperty income.

MILL DEVELOPMENT PLAN

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

The MDP - III at Unit : Erode consist of :

Upgradation and Modernisation of the Paper Machines to increase theCapacity from

1 32 000 tonnes per annum to 1 65 000 tonnes per annum.

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

Upgradation of the Recovery Island and Augmentation of WasteWater Treatment Plant.

However in March 2020 while we were taking steps for placing ordersfor major equipment Covid-19 pandemic broke out resulting in nationwide / globallockdowns. During the Covid-19 pandemic period most of the schools / colleges / officescourts etc were shut resulting in huge dent in the consumption of printing and writingpaper which is a major grade manufactured by our Company.

This situation had resulted in huge build-up of unsold stocks.Manufacturing of "Stocks without Orders" resulted in huge pressure on Sales andpoor collection of money from market. With a view to ensure that the normal operations arenot affected by adverse funds situation it was considered prudent to trim the project tofocus on essential equipment and to defer items of equipment that can be convenientlyinstalled after return of normalcy.

The shareholders may also recall that during this pandemic periodthere was a serious stand-off between India and China. As retaliatory measures the IndianCustoms had resorted to delayed clearance of Chinese shipments etc. Also the Chinesesuppliers were not able to depute their engineers for installation jobs in India sinceIndian embassy was not issuing visas to Chinese nationals. Fearing undue delay in receiptof equipment and lack of installation support if orders were to be placed on Chinesesuppliers it was thought prudent to shift the sourcing of some of the equipment to India/ non-china sources.

Also during this time Packaging Industry witnessed unprecedentedgrowth opportunities and as part of de-risking strategy our Company decided to getequipped with facilities to manufacture multi-layer products like Kraft Liner Boards CupStock Carton Boards etc.

All these had resulted in altered scope of equipment than originallyenvisaged in the

Project documents. The above exercise however was undertaken withutmost care to ensure that the critical objectives of the project were not diluted.Accordingly the Project Cost has been revised and the revised Cost of implementation ofProject MDP-III is now estimated at Rs 288.0 crores. The project is nearing completionwith major upgradation works in Chemical Recovery Plant Wood Pulp Mill Paper Machine -5 Paper Machine - 2 and Paper Machine - 4 having been successfully completed.

The Company has achieved the following objectives successfully and hasstarted realising the benefits from the project in the Erode unit. a) Paper Capacity hasbeen increased to 165000 tonnes p.a. b) Pulp Capacity has been increased to 154000tonnes p.a. c) Recovery Island has been upgraded d) Successful foray in to multi-layerboards Segment by altering 2 machines to manufacture Boards.

The Company has spent Rs 220 crores as on March 31 2022 for theproject MDP-III and the balance Rs 68 crores is expected to be spent on a staggered basisover the next 12 - 15 months.

Considering the global uncertainties & extraordinary cost push itwas considered prudent to spend only on those projects which will add immediate value tothe business. Other items will be taken up for installation only on requirement basis andafter normalcy returns in Indian and Global markets. In this background the Company hadalso prepaid the Term Loan of Rs 11.16 availed for the project and have also surrenderedthe balance unavailed portion of the Term Loan sanctioned for the project by theCompany's bankers. Effectively the entire project cost is met out of internalaccruals only.

COST PUSH

The Company is facing unprecedented increase in costs amidst thecurrent global scenarios. The global supply chain which was first hampered by Covid-19pandemic is now suffering from the consequences of the Russia-Ukraine war. The Oil priceshave reached unprecedented levels. Coal prices are now at 3 times the pre-covid levels.Cost of most chemicals / other input materials have increased significantly.

All these have resulted in significant pressure on margins with Priceincreases in Paper not meeting the impact of cost push in full.

CURRENT YEAR (2022-23)

FY 2022-23 has begun with strong demand resulting in good order inflowboth for printing and writing grades and boards segments. Margins continue to be an areaof concern amidst unprecedented increase in the cost of all input materials. In Unit :Erode the Production during April 2022 was 13051 tonnes as compared to 10683 tonnesproduced during April 2021. In Unit : Tirunelveli the Production was 6003 tonnes inApril 2022 as against 6003 tonnes in April 2021. The overall Production for the Companyfor the month of April 2022 was 19054 tonnes. Total Value of Production during April2022 amounted to Rs 110.93 crores compared to Rs 77.75 crores during April 2021.

During April 2022 1072 tonnes of paper valued at Rs 8.84 crores wereexported.

ENVIRONMENTAL PROTECTION

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

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

Unit : Tirunelveli is well equipped with efficient Electro StaticPrecipitator for the Power Boiler and has an extensive green cover. Its treated wastewater after recycling is used to irrigate the Company owned lands. As part of the MillExpansion Plan the Waste Water Treatment Plant has been augmented with a Dissolved AirFlotation Cell and Anaerobic Digester.

MANAGEMENT'S DISCUSSIONS AND ANALYSIS REPORT

The Report covering industry structure and developments opportunitiesand threats outlook discussion on financial performance etc. is contained in"Management Discussion and Analysis Report" in terms of Regulation 34 of theListing Regulations that forms an integral part of this Report and annexed as Annexure- I.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) and Schedule V to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Corporate Governance Reporttogether with the Certificate from the Company's Auditors confirming the complianceof conditions on Corporate Governance is given in Annexure - II. The CorporateGovernance Report also includes contents and disclosures required under Section 134(3) ofthe Companies Act 2013 at relevant places that forms an integral part of this report.

BUSINESS RESPONSIBILITY REPORT

Consequent to mandatory reporting of its responsibility initiativesunder the Listing

Regulations the Company had formulated a consolidated policy onBusiness Responsibility which lays down the broad principles guiding the Company indelivering its various responsibilities to its stakeholders. The policy is intended toensure that the Company adopts responsible business practices in the interest of thesocial set-up and the environment so that it contributes beyond financial and operationalperformance. A copy of the policy is available athttps://www.spbltd.com/investor-info/policy/ index.html and the Business ResponsibilityReport for the year ended March 31 2022 in terms of Regulation 34(2) of the SEBI (LODR)Regulations is annexed to this report as

Annexure - III.

DISCLOSURE REQUIREMENTS UNDER SECTION 134 OF THE COMPANIES ACT 2013

In deference to Section 134 of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 disclosures / confirmations are made as below :

(i) THE ANNUAL RETURN

A copy of the annual return for FY 2021-22 will be placed on thewebsite of the Company (https://www.spbltd.com/investor-info/annual-return/index.html)after conclusion of the 62nd Annual General Meeting.

(ii) DIRECTORS' RESPONSIBILITY STATEMENT

While preparing the annual accounts the Company has adhered to thefollowing: Applicable Accounting Standards referred to in Section 129(1) of theCompanies Act 2013 have been followed.

The Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2022and of the profit of the Company for the said period.

The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

The Directors have prepared the annual accounts on a "goingconcern" basis.

The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

(iii) PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS

During the financial year ended March 31 2022 the Company did notextend any Loan or Guarantee or provided any security or make investment covered underSection 186 of the Companies Act 2013.

(iv) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The Corporate Governance Report contains relevant details on the natureof Related Party Transactions (RPTs) and the policy formulated by the Board on MaterialRPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure - IV.

(v) MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of business of the Company during theyear. There are no other material changes and commitments in the business operations ofthe Company since the close of the financial year on 31st March 2022 to thedate of this Report.

(vi) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is givenin Annexure - V.

(vii) CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act 2013 mandates every Company havingminimum threshold limit of net worth turnover or net profit as prescribed to constitute aCorporate Social Responsibility Committee of the Board formulation of a Corporate SocialResponsibility Policy that shall indicate the activities to be undertaken by the Companyas specified in Schedule VII to the Companies Act 2013 and duly approved by the Boardfix the amount of expenditure to be incurred on the activities and monitor the CSR Policyfrom time to time.

Since your Company falls within the minimum threshold limits it hasconstituted a CSR Committee of the Board and formulated a CSR Policy. The CSR Reportforming part of this Report is furnished in Annexure - VI.

(viii) PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Management Personnel) Rules 2014 isfurnished in

Annexure - VII.

CASH FLOW STATEMENT

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

INDUSTRIAL RELATIONS

Relations between the Management and Employees were cordial throughoutthe year under review. The five year wage / salary agreement with labour unions / staffassociation which expired on March 31 2019 has been finalised and a formal agreementvalid until March 31 2024 had been entered into by the Company during April / May 2022.

DIRECTORS

During the FY 2021-22 Tamilnadu Industrial Investment Corporation(TIIC) withdrew the nomination of Tmt. Sigy Thomas Vaidhyan IAS and in her placenominated Sri Hans Raj Verma IAS (Chairman and Managing Director TIIC) as its NomineeDirector on the Board of our Company. Sri Hans Raj Verma IAS was appointed as anAdditional Director on the Board of the Company on June 15 2021 by a Circular Resolution.He was later appointed by the Shareholders of the Company in the Annual General Meetingheld on July 24 2021 as a Nominee Director not liable to retire by rotation.

Also during the year Tamilnadu Government withdrew the nomination ofDr. Shekhar Kumar Niraj IFS and in his place nominated Sri K Rajkumar IFS the SpecialSecretary to Government Environment Climate change and Forests Department as itsNominee Director on the Board of our Company. Sri K Rajkumar IFS was appointed as anAdditional Director on the Board of the Company on October 23 2021. He was laterappointed by the Shareholders of the Company vide Postal Ballot on December 7 2021 asNominee Director liable to retire by rotation. Your Directors place on record the valuableservices rendered by Tmt. Sigy Thomas Vaidhyan IAS and Dr. Shekhar Kumar Niraj IFSduring their tenure as Directors of the Company.

All the Independent Directors have given the declaration that they meetthe criteria on independence as laid down under Section 149(6) of the Companies Act2013. The performance evaluation of Independent Directors has been done by the entireBoard of Directors excluding the Director being evaluated at the Board

Meeting held on March 26 2021. The Board on the basis of suchperformance evaluation determined to continue the term of appointment of all IndependentDirectors.

AUDITORS

M/s Maharaj N R Suresh & Co LLP and M/s R Subramanian and CompanyLLP Chartered Accountants were the Statutory Auditors of the Company for FY 2021-22.However the 5 year tenure of M/s R Subramanian and Company LLP gets over with theconclusion of this annual general meeting and the Board of Directors have approved andrecommended continuation of M/s Maharaj N R Suresh & Co LLP as the sole statutoryauditor of the Company for FY 2022-23.

Your Directors place on record the valuable services rendered by M/s RSubramanian and Company LLP during their tenure as Joint Statutory Auditors of theCompany.

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

ACKNOWLEDGEMENT

The Directors place on record their great appreciation of the tirelessefforts of all the Executives and Employees of the Company for their commendableperformance in achieving excellent financial results in a year of great challenges. TheDirectors also express their sincere thanks to the Government of India Government ofTamilnadu and Commercial Banks for their understanding guidance and assistance andIndentors Customers Farmers Suppliers and Shareholders for their excellent support atall times.

On behalf of the Board
Chennai N GOPALARATNAM
May 7 2022 Chairman

.