You are here » Home » Companies » Company Overview » Tamil Nadu Petro Products Ltd

Tamil Nadu Petro Products Ltd.

BSE: 500777 Sector: Industrials
NSE: TNPETRO ISIN Code: INE148A01019
BSE 00:00 | 26 Oct 126.65 -1.45
(-1.13%)
OPEN

128.90

HIGH

128.90

LOW

124.75

NSE 00:00 | 26 Oct 126.75 -1.35
(-1.05%)
OPEN

125.85

HIGH

128.60

LOW

124.75

OPEN 128.90
PREVIOUS CLOSE 128.10
VOLUME 30069
52-Week high 150.45
52-Week low 34.00
P/E 7.75
Mkt Cap.(Rs cr) 1,139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 128.90
CLOSE 128.10
VOLUME 30069
52-Week high 150.45
52-Week low 34.00
P/E 7.75
Mkt Cap.(Rs cr) 1,139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

#MDStart#

MANAGEMENT DISCUSSION & ANALYSIS REPORT

TO THE SHAREHOLDERS

Dear Shareholders

Your Directors have pleasure in presenting the Thirty Sixth Annual Report together withthe Audited Financial Statements for the year ended 31st March 2021. TheManagement Discussion & Analysis Report which is required to be furnished as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the ListingRegulations) is also presented as part of the Directors' Report.

FInAnCIAL ReSULTS

The summary of the financial results is provided below which have been prepared as perthe Indian Accounting Standards (Ind AS) adopted since FY 2017-18:

Description 2020-21 2019-20
Earnings Before Interest 175.06 101.47
Depreciation and Tax
Interest 7.22 9.39
Depreciation 22.73 21.55
PBT (before exceptional item) 145.11 70.53
Exceptional Item 24.73 -
PBT (after exceptional item) 169.84 70.53
Tax expenses 48.19 15.45
Profit After Tax 121.65 55.08

HIGHLIGHTS OF OPeRATIOnS

Your Company achieved revenue from operations of INR.1145.21 crore as againstINR.1224.97 crore in the previous year. The lower revenue was mainly due to crude pricevolatality and the downtime on account of Pandemic induced lock down and restrictions.

The production facilities shut down during end of March 2020 were restarted in April2020 but during the first two months of the year under review the operations wereseriously impacted. The situation changed from June 2020 maintaining the momentum throughthe rest of the year.

Your Company continued its policy of prudent inventory management ensuring growth inmargins in spite of volatility in the crude prices. As announced earlier your companyhas taken up projects for revamp and capacity augmentation of the LAB Plant and HCD Plantand setting up a Propylene Recovery Unit all at a cost of INR 435 crore.

FInAnCIAL ReVIeW

Though the revenues were lower than the preceeding year the Company could obtainbetter margins aided by market conditions and also the

Normal Paraffin Plant revamp which was completed in March 2020.

In spite of the lower sales PBT and PAT even without the exceptional item for the yeardoubled vis a vis the previous year.

Finance costs significantly reduced to optimal utilization of working capitalfacilities.

During the year under review a capital expenditure of INR.12 crore was incurred mainlytowards installation of some critical equipment in LAB Plant. Based on the improvedperformance CARE the credit rating agency has upgraded your Company's credit rating asCARE A-; Stable (Single A Minus; Outlook: Stable) from CRISIL BBB+ (plus) with outlookstable for long-term bank facilities and upgraded to CARE A-; Stable/CARE A2+ (Single AMinus; Outlook: Stable/A Two Plus) from CRISIL A2 for short-term bank facilities.

DIVIDenD

Pursuant to Regulation 43A of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 as amended (the Regulations) Board has approved aDividend Distribution Policy which is available on the website of the Company in thefollowing link: https://tnpetro.com/corporate-governance-policies/ Based on the paramatersin the policy your Directors have recommended a dividend of 25% i.e. INR.2.50 per equityshare of INR.10/- each fully paid up for the year 2020-2021 aggregating to INR.22.50crore.

InDUSTRY STRUCTURe AnD DeVeLOPMenTS

Linear Alkyl Benzene (LAB) also known as detergent alkylate belongs to the familyof organic compounds. LAB is used as a chemical intermediate to form Linear Alkyl BenzeneSulfonate (LAS) which is used as surfactant in detergents and cleaning products. LAB is acompound that has significant various petroleum derivatives with a good demand from thedetergent industry having its end use for heavy duty laundry liquids light dutydishwashing liquids and laundry powders industrial and household cleaners. LAB is alsoused in a few other applications like emulsions polymerisation wetting agents inksolvents cable oil etc. in a small way. Detergent industry is expected to grow at afaster pace due to both population increase and lifestyle changes. The Asian region is thelargest LAB producing and consuming region in the world. At present the major producersare from IndiaChina

& Middle East. Further new capacities are also coming up additionally in the MiddleEast region. In India the LAB industry dates back to 1978 with the commissioning of thefirst at Vadodara. IPCL was later acquired by Reliance Industries Limited (RIL). Yearslater TPL RIL Nirma and IOC set up facilities across India as import substitutionindustry. However until last year the industry had been facing stiff competition fromimports mainly from Middle East Thailand and China due to globalisation and regulatorychanges like FTA which is applicable only for Thailand exports to India. With the pandemicaround for more than a year now the awareness on hygiene has improved causing anincreased consumption of detergents and sanitisation chemicals where LAB finds a place askey input.

Worldwide more than 95% of all the LAB manufacturers including TPL have adopted theUOP Technology which is considered as superior and the most cost-effective technologythan the only other chlorination technology. Despite this in India due to high cost ofkey inputs and feedstock quality the cost of production of LAB is relatively higher thanthe international standards. The domestic players with standalone unit always find itdifficult to compete with the overseas suppliers and plants integrated with refinery whichhelps them in achieving lower cost of production. Caustic Soda a most commonlyused industrial chemical finds wide applications in textile pulp and paper Aluminumsoap and detergents industries.

The annual increase in demand for the product is expected to be around 5%. Despitepower intensive process the national level capacity utilisation is about 85% of theaggregate capacity of around 4.0 million tons. It may be noted that caustic consumptionhas gone down in the first three quarters of the year because of the nationwide intensivelock down in the first two quarters when most of the caustic consuming industries wereshut. To add to this a new expansion unit of existing producer in West also startedproduction. During the year under review caustic imports went down by 27% compared to theprevious year due to demand drop with respect to covid lockdown effect. Chlorine aco-product of Caustic Soda is widely used in sectors like Vinyl Chloride Chlorinated

Paraffin Wax (CPW) pulp and paper water purification chlorinated solvents etc.However in the year due to pandemic caustic capacity could not be utilised in full asthere was drastic reduction

LAB plant by IPCL of caustic consumption. Lack of integrated plants and downstreamChlorine utilisation projects are major impediments for disposal of Chlorine.

Chlorine demand will be a major driver for Chlor-alkali capacity utilisation. Lack ofintegrated plants and downstream Chlorine utilisation projects are major impediments fordisposal of Chlorine which in turn restricts the caustic production.

Propylene Oxide is an organic volatile flammable colourless liquid compoundwhich is soluble in both ether and alcohol. It is mainly used as the feedstock for variousderivative products such as propylene glycol polyols and other industrial intermediates.It is a chiral epoxide although it is commonly used as a mixture. The major consumers ofthe derivatives of PO are in the field of automobile domestic home appliances andindustrial insulation. Among this automobile sector is the major consumer which had beenaffected by the slowdown witnessed in the country's economy since beginning of thefinancial year further compounded by the Covid-19 pandemic.

OPPORTUnITIeS AnD THReATS

Growing preference for bio-based surfactants awareness pertaining to hygiene are setto boost the demand for detergents & cleaners and thus positively impact the LinearAlkyl Benzene market for surfactant application. Rapid industrialisation and urbanisationdue to increasing population are also expected to contribute to the market growth. Theglobal market for Linear Alkyl Benzene is lucrative and is expected to witness a steadygrowth owing to the expansion collaborations or partnerships strategies adopted by keyplayers. The spurt in demand for sanitizers due to the present pandemic situation hasfurther improved the scope for LAB use. It is expected that the demand would continue inyears to come.

The popularity of visual and social media penetration of smart phones even to remoteplcaes have helped in improved awareness for hygiene. Moreover consumers now have theprivilege of choosing from a wide variety of product range and hence the companies areconstantly upgrading their products and making every effort to maximise their market sharethrough innovative advertising campaigns. Since these companies target the bottom of thepyramid market there is a huge potential for the LAB industry to grow.

On the other hand India being an attractive market it is targeted by the overseas LABplayers which has resulted in increased imports to India. Addition of new plants in theMiddle East has been a big threat to the LAB market in India as a major percentage ofproduction is likely to flow into India. This has been a determinant factor in pricing andlarge extent margins. The year under review has been an exception and the imports werecurtailed to a large extent due to global market scenario and shut down of major LABplants in China & far East. So there is a significant demand aiding better pricerealisations.

Caustic Soda continues to be an important industrial intermediary finding applicationin many industries.

With the demand for textiles and apparels increasing on account of urbanisation andlarger spending on personal effects the market for Caustic Soda is expected to growfurther but LAB is impacted by large scale imports.

During the year under review the import volume though went down higher production bydomestic producers in excess of the demand impacted the market prices resulting in lowerrealization. The onset of Covid-19 pandemic and lock down has been a threat for thecaustic business. The continuation of the pandemic and the increase of imports in thecoming years can become a major threat for the caustic business.

The Propylene oxide (PO) manufacturing facility is proving to be very beneficial toyour Company besides opening up a new avenue it also helped in advantageous use ofChlorine helping to achieve higher capacity utilisation.

OUTLOOK LAB

As said earlier improved awareness about hygiene and the focus on cleanliness duringthe past few years has improved the demand for surfactants and detergents. The trend isexpected to continue in the coming years as COVID - 19 epidemic has increased the usage ofsanitizers disinfectants soaps and detergents and all manufacturers are maximisingpurchase of LAB. The re-emergence of the deadly virus across the globe has increased thedependence on sanitation and disinfectant material making LAB as a vital petrochemicalsurfactant to society.

Despite stiff competition from overseas suppliers TPL continues to sustain itsposition as a major player in the LAB market. TPL over the past three decades hasestablished itself as a reliable supplier of LAB to major companies. TPL has been able tosustain its market share across India with a dominant presence in the southern part ofIndia. With the demand for LAB looking up projects for capacity augmentation has beentaken up.

The continuing of Anti-Dumping Duty (ADD) on

LAB from specific Countries has not made any big impact in the LAB price. The importfrom Saudi Arabia is expected to be an area of concern. Additionally IOC is planning todebottleneck their Baroda plant by shifting loading bays paving way for additionalproduction and storage of 20 kt/year. This will result increase in availability of LABfrom April'22.

CAUSTIC SODA /CHLOR ALKALI

Sustenance and growth of the Caustic Soda business depends on the opportunities forChlorine disposal and perhaps more by producers cutting back production. Merchant causticprices will only improve on prudent material balance which can shore-up prices reducedumping by importers at cheap price levels. Presently there is no anti-dumping duty forcaustic soda coming into India.

The import of Caustic Soda into India is expected to be high in the medium to longterm. Alkaline Manufacturers Association has initiated actions to seek anti dumping dutywhich may yield positive results in a year or two paving way for level playing field forthe domestic manufacturers.

Further though TPL would be insulated to some extent due to opportunities for easydisposal of chlorine in-house as well as to a neighbouring company the concern continuesto be the pressure on the domestic caustic soda prices and the product being sold by yourCompany at unaffordable prices atleast in the short term. There are new additions indomestic caustic soda production by which the capacity of caustic manufacturing in theCountry is likely to go up by 9% Your Company is also expanding the caustic plant capacityby about 65% and adopting the cost effective bi-polar technology. The capacity increase islikely to be augmented by the end of the financial year 2022-23.

PROPYLene OXIDe

The new PO plant was commissioned in later part of the year 2018-19 and the operationswere stabilized in product pricing. Further the dependency during the year under review.Though the Company has arrangements for sale of the entire production future would dependon the market for its derivatives which at present is doing well.

RISK MAnAGeMenT PROCeSS

Your Company has a structured methodology to effectively monitor and manage the risksby setting up two-employee level and one Board level committees to identify the riskssuggest mitigation actions and monitor implementation. The employee-level sub-committeehas senior personnel from each function and the Apex Committee is headed by the WTD(Operations) with functional heads as other Members. As part of the risk mitigationprocess the Board has constituted a Risk Management Committee of Directors which as atthe year end comprised of Ms. Sashikala Srikanth as the Chairperson Dr. K.P.KarthikeyanIAS and Mr. D Senthi Kumar as Members. During the year the Committee met three timesviz. 12th June 2020 10th November 2020 and 8th February2021. All the members of the committee attended all these meetings except meetings. Asrequired under Section 177 of the Act the Audit Committee also reviews the riskmanagement process periodically.

RISKS AnD COnCeRnS

As explained earlier import of LAB Caustic Soda and Chlorine (in indirect form) intothe country could be considered as the major risk faced by TPL. Though your Companytogether with other major domestic producers of LAB got Anti-Dumping Duty levied onsupplies from select countries this has had no impact as the overseas suppliers bear thecost in the form of additional discount or supply at adjusted prices. A large LABmanufacturing unit with annual capacity of 1.20 lakh tons has come up in YanbuSaudiArabia. This is expected to further intensify the competition in the domestic market.Though imports have not been a limiting factor during the year under review in the longrun it is expected to be detrimental in realising reasonable value addtion for theproducts mainly LAB.

In order to overcome the above your Company is focusing on higher production andproductivity so that the per unit cost is under control providing flexibility on spotmarkets is also being reduced so that committed volumes are in place.YourCompanycontinuestocarryoutriskassessment and related mitigations for the hazardouschemicals used in the Plants utilising the services of technical consultants. Adequatemeasures are put in place to tackle this risk as recommended.

SAFeTY HeALTH & enVIROnMenT

Adequate safety standards have been prescribed and being followed without anycompromise. Utmost importance is given to protection of the employees assets andenvironment at all times.

COVID-19 Guidelines and instructions issued by the Govt. agencies are being followedtoward the safety and health of our employees.

TPL plants are accredited with International

Organization for Standardization (ISO) certificates for Occupational Health &Safety Management System (ISO 45001) and Environmental Management System (ISO 14001) andQuality Management System (ISO 9001).

National Safety Day was celebrated for a month in a simple way as the Country was inthe verge of Covid19 onslaught. As part of this various competitions were conducted foremployees and other contractors to reiterate our commitment towards safety. Participationby employees and contractors were encouraging.

As eco friendly measure city sewage water after Tertiary Treatment Reverse Osmosis(TTRO water) is used for industrial purpose. Regasified Liquified Natural Fuel (RLNG) isbeing used as exports or imports and so the above SDS fuel in our process heaters andboilers. This two major changes how come up as a natural resource conservation measure andefforts towards cleaner environment.

World Environment day is also celebrated every year and tree plantation programs areorganized for planting saplings towards green initiative to promote carbon offset.

Adequate safety standards have been prescribed and being followed without anycompromise. Utmost importance is given to protection of the employees assets andenvironment at all times.

SUBSIDIARIeS

As at the year end your Company had one Wholly Owned Subsidiary (WOS) and one Stepdown Subsidiary (SDS) both incorporated outside India.

The financials of all these subsidiaries have been consolidated and the salientfeatures of financial and other information have been furnished in the ConsolidatedFinancial Statement (CFS) attached to this Report.

Certus Investment and Trading Ltd

Certus Investment and Trading Ltd. (CITL) Mauritius was promoted as a Special PurposeVehicle (SPV) to set up LAB and NP projects in the Middle East and South East Asia.However due to changed business environment the projects could not be taken up. Atpresent the WOS is not carrying on any major activity. Since your Company has enhancedthe NP capacity to meet the entire requirement in-house there may not be scope for takingup NP project. However it was being explored if proposals for setting up or acquiring LABPlants overseas could be taken up for supplies to the units of the existing MNC majors towhom your Company is supplying LAB in India. Due to the

Pandemic situations the proposals could not be pursued seriously.

Certus Investment and Trading Singapore Private Limited

In the past TPL was exporting large quantity of LAB and importing various materialssuch as NP Benzene etc. Therefore CITL Mauritius set up CITL Singapore as a WOS inorder to function as a coordinator for TPL's overseas procurement and marketingactivities. At present there are no significant is not engaged in any activities.

As explained above the subsidiaries were floated several years ago for specificpurposes. Due to change in circumstances and also opportunities opening up in India it isbeing examined if other opportunities would be available for the subsidiaries. A decisionon the usefulness of these subsidiaries would be taken in due course after judiciouslyreviewing the situation which has been delayed due to the present circumstances acrossthe globe.

HUMAn ReSOURCeS

Your Company strongly believes that its strength is directly proportional to thestrength of its employees in terms of knowledge experience and decision making skills.Your Company has been practising various HR initiatives such as recognition empowermentpersonality development decentralisation delegation of powers etc. to retain talent andto enhance capabilities. A balanced staffing system has been adopted in your Companywherein competent fresh talent have been infused into the stream of experienced hands. Thetraining needs of employees have been identified at regular intervals through performanceappraisal systems and necessary training is being imparted through in-house and externalprogrammes.

The manpower strength as on 31st March 2021 was 425.

BOARD OF DIReCTORS AnD ReLATeD DISCLOSUReS

As on the date of this Report the Board comprises of twelve Directors including twowoman directors. All the six Independent Directors have furnished necessary declarationsunder Section 149 (7) of the

Act and Regulation 25(8) of the Listing Regulations. As per the said declarations theymeet the criteria of independence as provided in Section 149 (6) of the Act and theListing Regulations. All of them confirmed they have registered themselves with the

Indian Institute of Corporate Affairs under Rule 6 of the Companies (Appointment andQualification Director) Rules 2014 as amended and five of them have been exempted from orpassed the proficiency test.

The Board met five times during the year under review and the relevant details arefurnished in the Corporate Governance Report (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 Company viz.http://tnpetro.com/corporate-governance-policies/. The changes in the Key Managerial Personnelsince the last Annual General Meeting are as follows.

- The Company Secretary Ms. K Priya has resigned effective from 31st August2020 and Ms. Meenakshi Jayaraman has been appointed in her place effective 10thNovember 2020.

The following changes took place in the constitution of the Board since the last AnnualGeneral Meeting (AGM):

- Mrs. Kakarla Usha IAS (DIN: 00540135) and Dr.K P Karthikeyan IAS (DIN: 08218878)nominees of TIDCO resigned effective from 14thJune 2021 and 18 thJune 2021 respectively. Board places on record its appreciation for their services duringtheir tenure.

- Mr. N. Muruganandam IAS (DIN: 00540135) Mr. Pankaj Kumar Bansal IAS(DIN:05197128) and Ms. R. Bhuvaneswari (DIN: 06360681) nominees of TIDCO have beenappointed as Additional Directors effective 09th August 2021 in the categoryof Non-Independent Non-

Executive Directors and they hold office till the ensuing AGM. Proposals for theirappointments as Directors would be considered at the ensuing AGM.

- Mr. N. Muruganandam has been elected as the Chairman of the Board at the samemeeting.

The profiles for appointment of Mr. N.

Muruganandam IAS Mr. Pankaj Kumar Bansal IAS and Ms. R. Bhuvaneswari as Directorshas been duly recommended by the Nomination and Remuneration Committee. Therefore pursuantto the proviso to Section 160(1) there is no requirement of any deposit for the proposalsrelating to their appointment.

Mr. KT Vijaygopal (DIN: 02341353) Whole-Time Director (Finance) & CFO retires byrotation and being eligible offers himself for re-election.

AnnUAL eVALUATIOn OF THe BOARD COMMITTeeS AnD DIReCTORS

The performance of the Board was evaluated taking the following aspects into accountviz. 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 forevaluation.

The performance of each of the Committees was evaluated taking into account thecomposition mandate working procedures effectiveness independence and contribution tothe Board in the decision making process.

The evaluation of the two Executive Directors was done based on their assigned rolesand responsibilities. As regards the other Directors including the Independent Directorsthe evaluation was carried out taking into account the following parameters viz.qualification experience competency adequacy of knowledge about the Company and itssector of operation understanding about the strategic direction ethical behaviorparticipation in the risk evaluation process resolving conflict of interests attendanceand preparation for the meetings ability to work as a team player and voluntary sharingof information for the larger benefit of the Company and the like.

In compliance with the requirements of Schedule IV to the Act and also the Regulationsa separate meeting of the Independent Directors was held during the year at which theDirectors evaluated the performance of the Non Independent Directors the Chairperson andalso the adequacy of flow of information to the Board and Committees.

DIReCTORS' ReSPOnSIBILITY STATeMenT

Pursuant to the requirement of sub-sections 3 (c) and 5 of Section 134 of the CompaniesAct 2013 it is hereby confirmed that

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable Accounting Standards had been followed along with properexplanation relating to material departures; (b) the Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financialyear and of the profits of the Company for the yearunder 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 2021 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 regarding compliance with the requirements of

Corporate Governance is given in Annexure I to this report.

AUDITORS

M/s. RGN Price & Co. Chartered Accountants Chennai having Firm Registration No.002785S was appointed as the auditors of the Company. As per the extant provisions of theAct they will hold office for a period of five years till the conclusion of

37th AGM to be held in the year 2022.

SeCReTARIAL AUDIT RePORT

As required under Section 204 of the Act read with Rule 9 of the Companies (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 Report contains a note on transfer of shares to IEPF as in lastyear and there has been no change in the facts or circumstances during the current yearand the IEPF Authority has already been informed of the above facts the Management viewedthat there is no obligation to transfer the share.

Your Company has complied with the requirements of all the applicable SecretarialStandards.

MAInTenAnCe OF COST ReCORDS & COST AUDIT

Your Company is required to maintain cost records as specified by the CentralGovernment under

Section. 148 (1) of the Act which is duly complied with by your Company. Your Companyis also covered under Cost Audit. M/s. Krishnaswamy & Associates Cost Accountantshave been appointed as the Cost Auditors of the Company for conducting the audit of costrecords for the financial year 2020-2021 on a remuneration of INR.2.50 lakh plusapplicable taxes and reimbursement of out of pocket expenses and they will hold officetill submission of their Report or

30th September 2021 whichever is earlier.

As required under Section 148 of the Act read with the relevant Rules ratification ofthe remuneration to the Cost Auditor for the year 2020-21 will be considered by theMembers at the ensuing AGM of the Company.

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. To ensure effectiveoperation of the system periodical reviews are made by the Internal Auditors and theirfindings are discussed by the Audit Committee and with the Auditors. The Auditors of theCompany have also furnished certificates in this regard which are attached to theirReports.

COnSeRVATIOn OF eneRGY AnD OTHeR DISCLOSUReS

As required under Section 134 of the Companies

Act 2013 (‘the Act') read with Rule 8 of the

Companies (Accounts) Rules 2014 information on conservation of energy technologyabsorption foreign exchange earnings and outgo to the extent applicable are given in Annexure- III and form part of this Report.

OTHeR InFORMATIOn

Details of Significant Changes in Key Financial Ratios:

During the year under review operating margin and net margin improved by 1.2 times and1.36 times respectively. The current ratio also improved by 55% due to higher proceedrealizations. Due to this the Return on Net worth for the year under review was 22% asagainst 13% for 2019-20.

Details of Loans guarantees or investments

Information on loans guarantees and investments covered under Section 186 of theCompanies Act 2013 forms part of the Notes to Financial Statements.

Fixed Deposits

Your Company has not accepted any deposits from the public during the year underreview.

Related Party Transactions

During the year under review there were no transactions not at arms' length within themeaning of Section 188 of the Companies Act 2013 ("the

Act") or any material transactions with the related parties in terms of the policyframed by the Audit Committee of the Company as published in the website of the Companyviz.http://tnpetro.com/ corporate-governance-policies/.

As required under Regulation 23(2) of the Listing Regulations approval of the Memberswas obtained for transactions with Manali Petrochemicals Limited (MPL) upto INR 150 croreplus taxes during the year 2020-21. However due to changed business circumstances thecumulative transactions with MPL has increased by a further INR 10 crore. Hence approvalof members is being sought for ratifying the transactions with MPL during the year 2020-21alongwith proposal seeking approval for transactions during the year 2021-22.

Audit Committee

The details are furnished under the CGR annexed to this Report. All the recommendationsof 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 your Company has established a vigilmechanism 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.

Annual Return

Pursuant to Section 92(3) of the Act copy of Annual

Return in Form MGT-7 filed during the year under review is available in the website ofthe Company viz. https://tnpetro.com/annual-return/.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has constituted internal complaints Committees under the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year under review there were no cases filed pursuant to the above Act.

Particulars of employees and other disclosures

The disclosures prescribed under Section 197(12) of the Companies Act 2013 read withRule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure - IV to this Report.

It is hereby affirmed that the remuneration to the employees is as per the remunerationpolicy of the Company.

CSR Policy and related Disclosures

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

Acknowledgement

Your Directors are grateful to the Government of India the Government of 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 especially during the difficult conditions to ensureunhindered operations 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 Senthi Kumar KT Vijayagopal
DIN 00202578 DIN 02341353
Wholetime Director (Operations) Wholetime Director (Finance) & CFO

9th August 2021

Chennai – 600 068

#MDEnd#

.