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Tamil Nadu Newsprint & Papers Ltd.

BSE: 531426 Sector: Industrials
NSE: TNPL ISIN Code: INE107A01015
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VOLUME 6582
52-Week high 499.00
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Mkt Cap.(Rs cr) 1,949
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Tamil Nadu Newsprint & Papers Ltd. (TNPL) - Director Report

Company director report

TO THE MEMBERS

Your Company's Directors are pleased to present the 37th Annual Report ofthe Company along with Audited

Accounts for the financial year ended 31 st March 2017.

1. FINANCIAL RESULTS

The Financial Results for the year under review are summarized below:

(Rs. in Crore)

Particulars 2016-17 2015-16
Revenue from operations 3093.97 2531.51
(including Excise Duty)
Other Income 36.95 22.32
Operating Profit (PBIDT/ 765.91 589.18
EBIDTA)
Finance cost 252.02 121.84
Gross Profit (PBDT) 513.89 467.34
Depreciation & Amortization 207.68 143.77
expense
Profit before tax (PBT) 306.20 323.57
Tax Expense 41.64 63.76
Profit after tax (PAT) 264.56 259.81
Other Comprehensive Income (7.03) 36.14
Total Comprehensive Income 257.53 295.95
(Net of Taxes)
Transfer to General Reserve 190.00 190.00
Dividend including Taxes 62.47 62.47
Surplus carried to Balance 109.32 97.24
Sheet

Tamil Nadu where the Company's production facilities are located has witnessed severedrought and water shortage during the year. The water shortage became acute since February2017. As paper production is highly water intensive water shortage has affectedproduction since February 2017. The Company lost 25 machine days of paper production 34days of Hard Wood Pulp production and 10 days of Chemical Bagasse Pulp production leadingto production losses equivalent to 10557 MT of paper 9180 MT of Hard Wood Pulp and 4700MT of Chemical Bagasse Pulp during February and March 2017. Your Company has managed theserious unforeseen setback to a larger extent by reducing the fresh water consumptionthrough extensive recycling of process water and implementing contingency plans on time.But for the proactive measures taken by the company the production loss would have beenmuch higher. Despite the severe hardship your Company has delivered good results. TheManagement deserves commendation for their performance.

2. DIVIDEND

The Board of Directors of the Company had approved the Dividend Distribution Policy inline with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Policy is uploaded on the Company's website athttp://www.tnpl.com/web_pdf_files/Dividend-Distribution-

Policy-TNPL.pdf. Your Directors recommend a dividend of 75% (i.e. Rs 7.50/-per share)for the year ended 31st March 2017. The Dividend if approved by theshareholders at the AGM will be paid to the equity shareholders whose names appear in theRegister of Members as on 19th September 2017. The cash outgo on the proposeddividend will be Rs. 62.47 crore.

3. TRANSFER TO RESERVES

The Company has transferred Rs 190.00 crore to General Reserves out of the amountavailable for appropriation.

Rs 109.32 crore is proposed to be retained in the Profit

Loss Account.

4. PERFORMANCE HIGHLIGHTS OF THE YEAR a) Operations

1. Sales crossed Rs. 3000 crore mark which is the highest in the Company's history.

2. Profit after tax (PAT) of Rs. 264.56 crore exceeded the PAT achieved in 2015-16 byRs. 4.75 crore (1.8%).

3. During the year the Paper production was 403261 MT.

4. Achieved Highest Paper sales of 415683 MT during the FY 2016-17 since inception ofthe company Domestic Sales accounts for 80% and Exports at 20%.

5. The packaging paper board plant commenced commercial production on 1stMay 2016. Board production during the 11 month period was 83742 MT equivalent to 53% ofcapacity.

6. 312530 tonnes of Hardwood chemical Bagasse Pulp and Deinked Pulp were producedduring the year.

7. Generated 7128.94 lakh units of power of which 6923.67 lakh units were internallyconsumed and 205.27 lakh units exported to the state grid. Power consumed from the StateGrid constitutes only 1.61% of total power consumed.

8. The bio-methanation plants have generated methane gas of 68.52 lakh m3during 2016-17. The methane gas was consumed in lime kiln and power boilers in replacementof furnace oil 3864 KL and imported coal 330 MT.

9. The wind farms with an installed capacity of 35.5MW capacity have generated 512.65lakh Kwh Units of ‘Green Power' during the year.

10. The Paper & pulp mill have implemented various water conservation projects andreduced the overall consumption of water to about 40 KL Per ton of paper which is one ofthe lowest in paper industry. 11. TNPL is the First and only company in the Indian PaperIndustry to have established a cement manufacturing factory to convert the mill wasteslimesledge and flyash into high grade cement as part of its solid waste management system.During the year the Company has manufactured 234676 MT of cement.

12. The company has repaid Term Loans amounting to Rs. 154.19 crore during thefinancial year2016-17 as per schedule.

13. Market Capitalization crossed Rs. 2716.17 Cr. mark first time during the year on13.10.2016.

Market Capitalization as on 31.03.2017 was Rs. 2179.44 Cr.

b) New Projects Implemented:

1) TNPL Unit II - Multilayer double coated Paper Board project Your Company has set upa Multi Layer Coated Board Plant of a capacity of 2 Lakhs MT per annum during thefinancial year 2015-16 and commenced the commercial production from 1st May2016. The initial teething problems faced in the Board machine have been attended and theBoard production has been stabilized. Your company is poised to achieve higher boardproduction from 2017-18 onwards.

2) Conversion Centre of Paper and Packaging Board (CCPPB) Your Company has establisheda "Conversion Centre of Paper and Packaging Board (CCPPB) Unit" at Mayanur inKarur District. During the financial year 2016-17 your Company has set upon a Coremanufacturing unit for manufacturing Core pipes required for our plants viz. Unit I andUnit II. In addition an entrepreneur has set up a poly coating unit in the Centre.

Your Company is taking steps to set up few more small sized manufacturing units in thiscampus.

PROJECTS UNDER IMPLEMENTATION

Capacity Expansion of TNPL Unit II

As part of the growth plan TNPL has embarked on a Mill Expansion Plan (MEP) in Unit IIfor producing 165000 MT of paper per annum by way of installing a state-of- the artPaper Machine a 400 tpd chemical hardwood pulp mill with chemical recovery boileraugmentation of Captive power plant and Waste water treatment plant and other auxiliariesat a total capital outlay of Rs.2100 crores.

TNPL has filed an application with Ministry of Environment.

Forest and Climate Change (MOEFCC) for obtaining Environment Clearance(EC). MOEFCC hasapproved the Terms of Reference for conducting Environment Impact Assessment study. Thestudy has been commenced. The EC for the project is expected to be secured by March 2018.The project will be taken up for implementation during April 2018 and completed by June2020. With the implementation of the expansion plant the overall paper and packagingboard production capacity in Unit I and Unit II of your company will be increased to765000 MT per annum from the current capacity of 600000 MT per annum along withpulping facililties.

Installation of Roll grinding machine in TNPL Unit II

A new Roll grinding machine is being installed in TNPL Unit II at a capital outlay ofRs.25 Crore. Civil works are in progress. The Roll Grinding Machine will be commissionedby October 2017.

Installation of additional Electrostatic Precipitator for

Recovery Boiler in TNPL - Unit I

The recovery boiler is currently provided with a twin chamber Electrostaticprecipitator (ESP) to control the particulate emissions to less than 50 mg/NM3.An additional ESP chamber is being installed to improve the overall operationalefficiency of the Recovery Boiler. Civil works are in progress. The project will becompleted by November 2017. c) Contribution to Environment

1) During the year 2016-17 M/s TuV India Limited a subsidiary of TuV NORD Germanycarried out a Surveillance Audit of TNPL's Environmental/ Quality Management System andawarded a certificate valid till Feb' 2020

2) The Company has received a "Green-Co Gold Rating" from Confederation ofIndian Industry - Godrej Green Business Centre (CII - Godrej GBC) Hyderabad. TNPL is the2nd Paper manufacturing unit and 1st Agro based Paper ManufacturingCompany in India" to have undergone Green Co Rating System and received theprestigious "Green-Co Gold rating".

3) Production of 1.61 Lakh MT of bagasse pulp and 68700 MT of Deinked pulp during theyear has facilitated conservation of 10.56 Lakh MT of pulpwood.

4) The "World Environment Day" was celebrated on 05/06/16 in both the unitsinvolving school children in planting trees.

5) 7180 MT of carbon dioxide content in the Flue gas generated in the cement mill hasbeen consumed in the PCC plant for producing 16319 MT of PCC.

6) The treated effluent water of Unit I is used for irrigation of around 1700 acres ofland under

TNPL Treated Effluent Water Lift Irrigation

Scheme (TEWLIS) and 306 acres of land under Captive Plantation scheme.

7) About 680000 tree saplings of various species have been planted in 570 acres ofland in Unit II and the surrounding areas of the factory.

The treated effluent water of Unit II is used for irrigation of these saplings throughdrip irrigation system. The massive plantation has become an excellent green cover in thearea.

8) The Company has generated about 512.65 Lakh KWH Wind energy during 2016-17.

9) 68.52 Lakh m3 methane generated in the Bio-methanation plant was consumedin lime kiln and Power Boilers saving 3864 KL of Furnace oil and 330 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. The "Corporate SocialResponsibility Committee" comprises of four Independent Directors who monitor the CSRactivities. TNPL's CSR activities are implemented mostly in the villages / Town Panchayatslocated in the vicinity of

TNPL plants. TNPL spends 2% of the average net profit of the previous three years forCSR initiatives. The CSR activities are mainly focused on Education Health careSocio-economic development Environmental sustainability and Culture & Heritagepromotion. The Company has spent Rs.505.00 lakhs for CSR activities during the year2016-17.

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 outsourced when warranted.

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

3. The company has spent Rs. 9.35 Crore on R & D activities during the year.

f. Awards

TNPL has bagged the "IPMA Paper Mill of the Year award" for the year 2015-16from Indian Paper Manufacturers' Association (IPMA) New Delhi. This award is given oncein two years for the overall best performance in Industry. TNPL has received thisprestigious award five times out of seven occasions and three times in a row.

Dun & Bradstreet Mumbai has selected TNPL as the"Top Indian Company under thesector Paper & Pulp for "Dun & Bradstreet Corporate Awards 2017" sixthtime in a row. TNPL's project "Lime Sludge and Fly ash Management

(LSFM) System" has been selected and awarded "Most Innovative Project"award for the "Best Practices in Waste Management during GreenCo Best Practices Award2016 competition conducted by CII-Sohrabji Godrej Green Business Centre Hyderabad on 15thJune 2016 at Hyderabad.

During the year the company received the Top Export

Award for the year 2014-15 from CAPEXIL (Chemicals & Allied Products ExportPromotion Council of India). in recognition of the company's export achievement in respectof Paper Paper Board & Paper Products Panel.

5. MARKET TRENDS a) General

Total installed capacity of Indian Paper Industry is approximately 13.5 Million MetricTonnes and average capacity utilization is 90%. Overall consumption inclusive of importsand net of exports is about 14.70 million metric tonnes.

The average per capita consumption in India is around 11 kgs against the global averageconsumption of 56 kgs. The growth rate of paper across the globe is around 1.5%. With theconsistent economic growth and greater emphasis for education the demand growth isestimated at 6% consisting of 4% in Printing and Writing paper 12% in Industrial andPackaging Board 3-4 % in newsprint and specialty papers. Excise duty on paper remains at6%. Basic Customs duty is levied at 10% for printing and writing paper & Boards.Imports from countries covered under Free Trade Agreements (FTA) are levied basic customsduty at zero percent.

b) Printing & Writing Paper

During 2010 and 2011 many mills in the country had added capacity. Supplies exceededdemand and prices dropped. Paper Industry faced acute shortage of pulpwood during 2013.Few mills resorted to importing pulpwood at higher prices. With the steep increase ininput costs paper prices rose during 2013. However with the paper prices softening inthe international market and import of paper in large volume under Free Trade Agreements(FTA) paper prices dropped sharply during 2014 and 2015. The Indian paper industry facedunprecedented challenges both on cost front and market front for two consecutive years2014 & 2015. The market recovered and stabilised during 2016-17 due to consistentgrowth in demand and sudden drop in supplies. The shortage in supplies was met throughimports mainly from Indonesia and China.

\c) Packaging Boards

The market for Packaging Board is estimated at 3.00 Million tonnes. Grey-Back Boardaccount for 1.35 Million tonnes (45%) White-back and other high-end varieties (FBB SBSCup Stock.) account for the remaining 1.65 million tonnes (55%). The demand growth forpackaging boards is estimated at 12% per annum.

d) Outlook

At the current estimated demand growth at 6% per annum the domestic consumption isexpected to reach 25.30 million metric tonnes per annum by 2024-25. This offers a goodopportunity for capacity addition.

e) TNPL's response to Market Trends

TNPL has always been in the forefront matching its capability capacity and performancewith the overall trends in the industry. TNPL has been increasing its production capacityconsistently. With the commissioning of board plant the total production capacity of thecompany has been increased to 6 lakh MT. Now your company is taking steps to increase thecapacity from 6 Lakhs MT per annum to 7.65 Lakhs MT per annum to cope up with the growthin the Industry.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors have extended the service of Thiru A Velliangiri as DeputyManaging Director on contract basis from 01.04.2017 to 31.03.2018 and his appointment issubject to approval of shareholders in the forthcoming Annual General Meeting.

On completion of the first term ended on 31.03.2017 the

Board re-appointed the following Directors as Independent Director for the second termwith effect from 01.04.2017 to 31.03.2020. Their appointment is subject to approval ofshareholders in the forthcoming Annual General Meeting: 1. Thiru V. Narayanan 2. Thiru NKumaravelu 3. Thiru M R Kumar 4. Thiru V Nagappan Tmt. Sarada Jagan Independent Directorhas ceased to be Director of the company from 01.04.2017 on completion of her tenure asshe did not offer herself for re-appointment.

Thiru V. Kumaravelu re-appointed as mentioned above for three years has resigned fromdirectorship and his resignation was accepted by the Board w.e.f. 19.04.2017. Pursuant toorder of the Government of Tamil Nadu the Board co-opted Thiru Atulya Misra IAS asAdditional Director and designated him as Chairman of the Company.

Thiru Atulya Misra IAS will hold the officeupto the date of forthcoming Annual GeneralMeeting and he is eligible for appointment as a Director of the Company. The Govt. videsame order appointed Dr. R. Selvaraj IAS as Managing Director of TNPL in place of ThiruVikram Kapur IAS with effect from 20th April 2017. Accordingly Thiru VikramKapur IAS ceased to be Director of the Company w.e.f 20th April 2017. Dr. R.Selvaraj IAS was co-opted as Additional Director on the Board of the Company who holdsofficeupto the date of the ensuing Annual General

Meeting and his appointment is subject to the approval of the Shareholders in theAnnual General Meeting.

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Thiru K. Shanmugam IAS Directorretires by rotation at the forthcoming Annual General Meeting. He is eligible forreappointment as Director.

6.1 Declaration from Independent Directors on Annual

Basis

The Independent directors have submitted their disclosure to the Board confirming 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.

6.2 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 Corporate Governance Reportforming part of this report.

6.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year eight meetings of each Board and Audit Committee were convened and held thedetails are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and Regulation17(2) of the SEBI Regulations.

6.4 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 31st March 2017. Theguidance note dated January 5 2017 as suggested by SEBI was referred to while carryingout the annual performance evaluation. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.

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 24.03.2017. TheDirectors expressed their satisfaction with the evaluation process.

7. INTERNAL COMPLAINTS COMMITTEE

As per the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 & Rules made thereunder the Company has constituted an InternalComplaints Committee (ICC) and following are the members :-

(i) Tmt. R.S.Tamilarasy Manager (Lab) Presiding Officer

(ii) Thiru. P.Sundaram Manager – HR (Member)

(iii) Tmt. M.PemilaBeham Assistant Officer HR (Member)

(iv) Thiru. M.Velliangiri President Kanmani Trust Karur – Member representingNGO

The above members are committed to the cause of women and they possess experience insocial work and legal knowledge. During the year under review there were no complaintsreferred to the Committee.

8. AUDITORS

a) Statutory Auditors The Comptroller and Auditor General of India appointed M/s. Raman Associate Chartered Accountants Chennai as the Statutory Auditors of the Company for the financial year 2016-17

 

b) Cost Auditors Pursuant to Section 148 of the Companies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules 2014 the cost audit records maintained by the company in respect of its paper cement and energy activities are required to be audited. Your Directors had on the recommendation of the Audit Committee appointed M/s Raman & Associates to audit the cost accounts of the company for the year 2016-17. The cost audit report for the year 2016-17 will be submitted to the Central Government before the due date. Cost Audit report for the financial year 2015-16 was filed in scheduled time.
c) Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s R. Sridharan & Associates a firm of Company Secretaries in practice to undertake the Secretarial Audit of the company. The Report of the secretarial audit is annexed herewith as "Annexure II".

9. NON- CONVERTIBLE DEBENTURES

No Non-Convertible Debentures is outstanding as on 31.03.2017.

10. FIXED DEPOSITS

The company has stopped accepting fresh deposits from 1st June 2002 andrenewals from 1st August 2005. During the year under review the Company hasnot accepted deposit from the public falling within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

11. 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.

12. 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 the Management External-Internal auditors Internalauditors Statutory Auditors and reviews the

Annual Audit plans and internal controls. All significant observations of the Auditorsare acted upon. The Audit

Committee met 8 times during the financial year. The review of Management Response toAudit Observations constitutes an important aspect of the Agenda for each meeting.

13. 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.

14. 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.

15. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the company has transferred Rs. 759605/-being the Dividend amountwhich was due and payable and remained unclaimed and unpaid for a period of seven yearsto the Investor Education and Protection Fund as required under Section 205A (5) of theCompanies Act 1956.

16. 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 below 0.5% of the total dividend. As and when the shareholders communicatethe new address the dividend is sent to the shareholders. At the end of seven years theunpaid dividend is transferred to Investor Education & Protection Fund. The table andgraph given below summarize the status of Unpaid Dividend.

DIVIDEND STATUS FOR THE LAST 7 YEARS

(Rs. In lakhs)
SL YEAR SHARE DIVIDEND DIVIDEND DIVIDEND DIVIDEND % OF PAID % OF
No. CAPITAL % AMOUNT PAID UNPAID DIVIDEND UNPAID
AS ON DIVIDEND
31.3.2017
1. 2009-10 6921.06 45 3114.48 3103.68 10.80 99.65 0.35
2. 2010-11 6921.06 50 3460.53 3449.61 10.92 99.68 0.32
3. 2011-12 6921.06 50 3460.53 3449.09 11.44 99.67 0.33
4. 2012-13 6921.06 50 3460.53 3447.48 13.05 99.62 0.38
5. 2013-14 6921.06 60 4152.63 4135.91 16.72 99.60 0.40
6. 2014-15 6921.06 60 4152.63 4135.88 16.75 99.60 0.40
7. 2015-16 6921.06 75 5190.80 5170.88 19.92 99.62 0.38

17. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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.

18. 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. visit the occupationalHealth centre. Entire medical expenses of employees for 7 Serious Ailments viz. Heartailment Cancer Kidney Transplantation Paralysis Leprosy Tuberculosis and BrainSurgery is borne by the Company. A Comprehensive Master health Check–up is done foremployees four times at age of 40 50 56 and 59. Every year Audiometry test is conductedto those employees who are exposed to High noise areas.

19. SAFETY

TNPL has adopted a clearly defined Occupational

Health and Safety Policy. Suitable Personal Protective Equipments (PPE) are provided toall employees. Periodical Training Programs are conducted on handling of hazardouschemicals Material handling Usage of PPEs Electrical safety Road safety First aidfire fighting etc. to improve safety awareness among the employees including contractworkmen. Caution boards posters slogans Do's and Don'ts etc. are displayed at prominentplaces to promote safety at work places. Safety Committee with representatives fromManagement and Workmen has been constituted. Safety Committee meetings are conductedperiodically and suggestions given to improve 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 mains for firefighting. Also different types of fire extinguishers according to the nature of fire areprovided at strategic points since inception TNPL has maintained an excellent safetyrecord.

20. 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 thereunder. Theinformation as required under Section 197 read with Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of thecompany is annexed as Annexure IV.

21. 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.

22. 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.

23. 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 and co-operation with each other and consistent withconsumer interest.

24. 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.

25. 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 March2017 the applicable accounting standards have been followed along with proper explanationrelating to 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 31stMarch 2017 on a going concern basis; 5. the directors have laid down proper internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and are operating effectively; 6. the directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and such systems areadequate and are operating effectively.

26. EXTRACT OF ANNUAL RETURN

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

27. CORPORATE GOVERNANCE

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

As required by the SEBI Regulations an Auditor's

Certificate on Corporate Governance and a Declaration by the Chairman & ManagingDirector with regard to Code of Conduct are attached to the Report on CorporateGovernance.

28. BUSINESS RESPONSIBILITY REPORT

The ‘Business Responsibility Report' (BRR) of the Company for the year 2016-17forms part of the Annual Report as required under Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as "Annexure VIII"

29. 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.

None of the Directors or Key Managerial Personnel have any pecuniary relationships ortransactions vis--vis the Company.

Accordingly the disclosures of Related Party Transactions required under section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.

31. 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.

32. CEO/CFO CERTIFICATION

As required by Regulation 17(8) of the SEBI

Regulation a Certificate and Cash Flow statement of the company for the year endedMarch 31 2017 duly signed by the Chairman & Managing Director and Deputy ManagingDirector was submitted to the Board of Directors at their meeting held on May 29 2017.

33. 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 thanksthe shareholding community for their solid support and for the confidence they havereposed in the Company.

34. CAUTIONARY STATEMENT

material orders passed Statements in the Board's Report and the Management Discussion& Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. TheCompany cannot guarantee the accuracy of assumptions and the projected future performanceof the Company. The actual results may materially differ from those expressed or impliedin this report. Important factors that could influence the

Company's operations include global and domestic demand and supply conditions affectingselling prices of finished goods input availability and prices changes in governmentregulations tax laws economic developments within the country and other factors such aslitigation and industrial relations. on the Financial Statements

Date: 29th May 2017 For and on behalf of the Board
Place: Chennai ATuLYA MISRA IAS
CHAIRMAN