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TCPL Packaging Ltd.

BSE: 523301 Sector: Industrials
NSE: TCPLPACK ISIN Code: INE822C01015
BSE 00:00 | 18 Aug 1281.55 137.95
(12.06%)
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NSE 00:00 | 18 Aug 1284.20 138.55
(12.09%)
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OPEN 1153.00
PREVIOUS CLOSE 1143.60
VOLUME 9890
52-Week high 1306.60
52-Week low 452.00
P/E 17.72
Mkt Cap.(Rs cr) 1,166
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1153.00
CLOSE 1143.60
VOLUME 9890
52-Week high 1306.60
52-Week low 452.00
P/E 17.72
Mkt Cap.(Rs cr) 1,166
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TCPL Packaging Ltd. (TCPLPACK) - Director Report

Company director report

To

The Members

Your directors have pleasure in submitting the Thirty Fourth Annual Report along withAudited Financial Statement for the Financial Year ended on 31st March 2022.

FINANCIAL RESULTS

Your Company's performance during the Financial Year 2021-22 is summarized below:

(Rs in Lakhs)
Standalone Consolidated
Particulars Year 2021-22 Year 2020-21 Year 2021-22 Year 2020-21
Sales 105586.14 88635.48 106537.55 88635.48
% Increase over previous year 19.12 1.85 20.20 1.85
Other Income 2254.22 2001.22 2322.78 2001.22
Sales including Other Income 107840.36 90636.70 108860.33 90636.70
EBIDTA 15887.88 13627.25 15786.68 13600.75
EBIDTA % of Net Sales 15.05 15.37 14.82 15.34
From which have been deducted:
Interest / Finance Charges 3338.51 3715.85 3417.56 3715.85
Leaving a cash profit of 12549.37 9911.40 12369.12 9884.90
Depreciation 5525.62 5149.99 5593.03 5149.99
Profit Before Tax 7023.75 4761.41 6776.09 4734.91
Provision for Tax 1850.00 1570.00 1850.00 1570.00
Provision for Deferred Taxation 248.00 (182.51) 239.08 (182.51)
Profit After Tax 4925.75 3373.92 4687.01 3347.42
Other Comprehensive Income 86.85 131.83 87.92 131.83
Leaving a balance of 5012.60 3505.75 4774.92 3479.25

DIVIDEND

As per the Dividend Policy of your Company your Directors recommend a dividend ofRs.10.00 per equity share. The pay-out on account of dividend amounts to Rs.910.00 lakhsand this corresponds to 20% of the profit for the year 2021-22. Your Directors are pleasedto note that this is the highest dividend the company has paid out in its history. Thisyear also marks the twenty-second year of continuous dividend payout for the company.

Dividend if approved by the Members in the ensuing Annual General Meeting would besubject to deduction of tax at source as per provisions of Income Tax Act 1961 asapplicable. The Board of Directors of your company has approved and adopted the dividenddistribution policy of the company and dividend declared/recommended are in accordancewith the said Policy. In terms of the Policy Equity Shareholders of the Company mayexpect Dividend if the Company has surplus funds and after taking into considerationrelevant internal and external factors enumerated in the policy for declaration ofdividend. The policy also enumerates that the Company would endeavor to maintain a totaldividend pay-out ratio around 20% of the consolidated Profits after Tax (PAT) of theCompany in any Financial Year. The dividend distribution policy is available on theweblink https://www.tcpl.in/wp-content/uploads/2021/05/Dividend-Distribution-Policy.pdf

WORKING REVIEW

Your directors are extremely pleased to state that the company has crossed a milestonerevenue of Rs.1000 Crores during the year under review for the first time. The performanceof the company has been extremely encouraging and the revenues have grown by 20.20% onconsolidated basis and 19.12% on standalone basis over the previous year. Even moreheartening is the growth in exports at 25.92% to reach a revenue of approximately Rs.250.00 crores for year ended 31st March 2022. Another first has been to achieve a revenuein excess of Rs. 300.00 crores in a quarter which was achieved in the last quarter for theyear Rs.323.14 Crores on consolidated and Rs. 316.04 on standalone basis (Q4 ended March22) v/s Rs.243 Crores for the Q4 FY 21.

Your directors are pleased to inform that despite the Covid-related disruption andmassive unprecedented ongoing inflation in all input costs the EBIDTA margin as apercentage of sales has been a healthy 14.82% on consolidated basis and 15.05% onstandalone basis during the year as compared to 15.34% on consolidated basis and 15.37 %on standalone basis for the previous year.

Despite the setback from the second wave of Covid-19 in Q1 FY22 was a recovery yearfor the Indian economy and offtake for your company's products have seen a recoverycompared to the lows of the first and second waves of the pandemic. However the countryand indeed the entire world is witnessing high inflationary conditions particularly inthe last few months. This unprecedented and massive inflation has impacted volume growthfor consumer goods resulting in demand growth for packaging products being fairlysubdued. Despite this your Company has been able to add new customers and strengthen itsshare of business in existing customers which resulted in a growth of sales as mentionedabove. Additionally the Company has been able to keep a tight control on costs andprocess wastage which resulted in achievement of healthy margins.

FUTURE PROSPECTS

The entire world was affected by the outbreak of Covid-19 which originated in China inDecember 2019 and spread rapidly across the globe. This adversely affected the business inperiods during the past two years but due to a lot of initiatives by the Government andthe resilience inherent in India the economy has recovered quite smartly. Also India hasbeen able to administer vaccination to a vast majority of its population hence the riskof another significant outbreak is very unlikely. As a result your directors are veryconfident of a good performance in the years ahead as packaging is a high growth sectorwith bright future prospects. Your company has completed expansion at its flexiblepackaging plant and has more than doubled its capacity. This expansion was completed inthe last week of March 2022 and has now gone into commercial production. Besides thecompany has also expanded its offset capacity by adding a new printing line at its Goaplant. With these capacity additions the company is well poised to manage the higherdemand which is expected going forward.

During the year your company has also set-up TCPL Innofilms Private Limited thewholly owned subsidiary to manufacture blown polyethylene (PE) films. The uniquetechnology being employed in this unit enables us to offer specially oriented PE films toreplace typically stiffer films like Polyester (PET). Such specially oriented PE filmsonce laminated with another layer of sealant PE film will result in a mono-polymerpackaging product. Being a single polymer family this will be a recyclable product. Thisdevelopment will help in replacing current multi-polymer non-recyclable productsprevalent in the market. This unique plant is one of a kind and your company will beamongst the very few companies in India to be equipped with such capability. The machinesfor this new plant in Silvassa are under protocol testing and will commence commercialproduction shortly.

During the year your company has also acquired a majority stake in Creative OffsetPrinters Private Ltd (COPPL) a company based in Greater Noida which specializes inmanufacture of printed rigid boxes and leaflets for the mobile phone and consumerelectronics industry. COPPL is now a subsidiary of your company. Subsequent to thetakeover your company has further invested in modernizing the plant and improving themanufacturing process besides catering to the working capital needs of the business. Therigid box segment is a high potential and value added segment with a growing profile insegments such as consumer electronics cosmetics perfumes and fragrances liquor andsweets. The investments in TCPL Innofilms and COPPL are indicative of your management'sconfidence in the growth prospects for sustainable packaging solutions. Your Directorsfeel that for such type of goods of mass and day to day consumption the demand in acountry of the size and population of India shall always be robust irrespective oftemporary slowdowns. As such your directors are confident that your Company will continueits growth in the years ahead.

The year under review has seen unprecedented fluctuation in raw material pricingbesides lack of availability and longer lead times. The situation is now getting betterbut prices for most raw materials remain at elevated levels. Although it has always beenthe endeavour of the management to pass such costs on to customers price increases ofsuch magnitude are certainly a challenge to pass on entirely. Further there can be a lageffect in passing on cost increases to customers negatively impacting margins in theshort term. Despite this difficulty however your company has largely succeeded inmaintaining margins for the year under review.

Although recent disruptions due to Russia's invasion on Ukraine as well as China'sstringent Zero Covid policy have caused substantial supply chain difficulties andcontributed to the current inflation there has been a noticeable shift in sentiment inthe Western world away from authoritarian nations like Russia and China. The resultant"China+1" policy represents a compelling opportunity for Indian exports. Yourcompany's management is trying its best to exploit any such opportunity.

Your company's management shall endeavour to continue to focus on cutting costs andconcentrate on better productivity so as to overcome these uncertain and difficult times.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Saket Kanoria and Mr. Akshay Kanoria retireby rotation at the forthcoming Annual General Meeting of the Company and being eligibleoffer themselves for re-appointment. The information of Mr. Saket Kanoria and Mr. AkshayKanoria as required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (herein after referred to as Listing Regulations) areprovided in annexure to the Notice. The Board recommends their re-appointment for theconsideration of the Members of the Company at this Annual General Meeting All IndependentDirectors of the Company have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of the Listing Regulations and that their names are registered in the data bankas per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014.In the opinion of the Board the Independent Directors fulfil the conditions ofindependence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. The Independent Directors have also confirmed that they have complied withthe Company's Code of Conduct.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013 withrespect to the Directors Responsibilities Statement it is hereby confirmed.

(a) In the preparation of the annual financial statement for the year ended 31st March2022 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any: (b) The directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat year.

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities. (d)The directors have prepared the annual accounts on a going concern basis.

(e) The directors have 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 have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel in terms of Section 203 of theCompanies Act 2013:

Sr. Name of the Person Designation
1. Mr. K. K. Kanoria Executive Chairman
2. Mr. Saket Kanoria Managing Director
3. Mr. Akshay Kanoria Executive Director
4. Mr. S. G. Nanavati Executive Director
5. Mr. Vivek Poddar Chief Financial Officer*
6. Mr. Harish Anchan Company Secretary

* Mr. Vivek Poddar has sought retirement after 31st March 2022 and Mr. Jitendra Jainhas been appointed as CFO with effect from 1st April 2022.

NUMBER OF BOARD MEETINGS

During the year under review 5 (five) meetings of Board of Directors of the Companywere held on 28th May 2021 22nd June 2021 12th August 2021 3rd November 2021 and7th February 2022. The details of the number of meetings of the Board held during theFinancial Year 2021-22 and the attendance therein forms part of the Report on CorporateGovernance. In view of the pandemic related travel restrictions all Board meetings tookplace virtually. Measures were taken to ensure security of information and confidentialityof process and at the same time ensuring convenience of the Board members. The CompanySecretary and the Chairman of the meeting(s) ensured that all the applicable provisionsrelated to the holding of meetings through video conferencing were complied with for suchvirtual meetings. During the year under review the Board accepted all recommendationsmade to it by its various Committees.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review Creative Offset Printers Private Limited became subsidiaryof the Company. TCPL Innofilms Private Limited and TCPL Middle East FZE continue to bewholly owned subsidiaries of your Company. TCPL Middle East FZE has started its activitiesduring the year under review and TCPL Innofilms Private Limited is yet to start itscommercial activities. The Company do not have any associates and joint ventureCompanies.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia. Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries in Form No. AOC-1is attached to the financial statements of the Company.

CORPORATE GOVERNANCE

It has always been the Company's endeavor to operate in a fair and transparent mannerwith the highest standards of Corporate Governance. The Company complies with therequirements of Listing Regulations. A separate section on Corporate Governance isincluded in the Annual Report and the Certificate from the Statutory Auditors confirmingthe compliance of conditions on Corporate Governance as stipulated in Listing Regulationsis given as annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act 2013 thecomposition of the Audit Committee is disclosed as under:

Sr. Name Position
1. Mr. Atul Sud Chairman – Independent Director
2. Mr. Sudhir Merchant Member – Independent Director
3. Mr. Sunil Talati Member – Independent Director

The Board of Directors of the Company accepted all the recommendations of the AuditCommittee during the year. During the year 4 (four) Audit Committee Meetings were held on28th May 2021 12th August.2021 3rd November 2021 and 7th February 2022.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of section 178(5) of the Companies Act 2013 thecomposition of the Stakeholders Relationship Committee is as under :

Sr. Name Position
1 Mr. Sudhir Merchant Chairman – Independent Director
2 Mr. Atul Sud Member – Independent Director
3 Mr. Rabindra Jhunjhunwala Member – Independent Director

During the financial year four meetings of the Stakeholders Relationship Committee wereheld on 28thMay 2021 12th August.2021 3rd November 2021 and 7th February 2022.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of section 178(1) of the Companies Act 2013 thecomposition of the Nomination and Remuneration Committee is as under:

Sr. Name Position
1 Mr. Sudhir Merchant Chairman – Independent Director
2 Mr. Atul Sud Member – Independent Director
3 Mr. Sunil Talati Member – Independent Director
4 Mr. Rabindra Jhunjhunwala Member – Independent Director

During the financial year the Nomination and Remuneration Committee were held on 24thMay 2021 15th June 2021 and 7th February 2022

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The CSR Committee of the Company consists of the following members :-

Sr. Name Position
1 Mr. Sudhir Merchant Chairman – Independent Director
2 Mr. Saket Kanoria Member – Managing Director
3 Mr. Rishav Kanoria Member – Director

A policy on the (CSR) formulated by the CSR Committee is available at the website ofthe Company www.tcpl.in. The Company has spent adequately the amount required to be spenton CSR activities during the financial year. The required details of expenditure incurredunder CSR Programs in the prescribed format is annexed to the Directors' Report. Themeeting of CSR Committee was held on 27th May 2021.

RISK MANAGEMENT COMMITTEE

The composition of the Risk Management Committee is in conformity with the requirementsof Listing Regulations. The composition of the Committee is as under :-

Sr. No. Name Position
1 Mr. Rabindra Jhunjhunwala Chairman – Independent Director
2 Mr. K K Kanoria Member – Executive Chairman
3 Mr. Saket Kanoria Member – Managing Director
4 Mr. Rishav Kanoria Member –Director

During the financial year under review the Meeting of Risk Management Committee washeld on 7th February 2022 and 23rd March 2022. The Company has adopted a RiskManagement Policy aimed to ensure resilience for sustainable growth and sound corporategovernance by having a process of risk identification and management in compliance withthe provisions of the Companies Act 2013 and the Listing Regulations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans. However the Companyhas given corporate guarantee towards borrowings made by its Subsidiary Companies namelyCreative Offset Printers Private Limited and TCPL Innofilms Private Limited to theirrespective Bankers. The company during the year under review has subscribed to additional4000000 equity shares of Rs.10 each of TCPL Innofilms Private Limited the whollyowned subsidiary of the Company. During the year under review the Company acquired 123600equity shares of Creative Offset Printers Private Limited (COPPL) and thereafter it alsosubscribed for 212405 equity shares of COPPL. As a result of the acquisition of 336005shares the Company now holds 80.31 % stake of COPPL as on 31st March 2022.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which might have potentialconflict with the interest of the Company at large. Accordingly the disclosure of relatedparties transactions as required under section 134(3)(h) of the Companies Act 2013 inform AOC-2 is not applicable. All Related Parties Transactions are placed before the AuditCommittee for approval. Omnibus approval was obtained on a yearly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areplaced before the Audit Committee and the Board for review on a quarterly basis. None ofthe Directors has any pecuniary relationship or transactions vis-?-vis the Company exceptremuneration drawn by self or their relative in capacity of the Director or otherwiseand sitting fees. A policy on dealing with Related Party Transactions is available on thewebsite of the Company www.tcpl.in

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations astructured questionnaire was prepared after taking into consideration the various aspectsof the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed during the yearunder review. The performance evaluation of the Chairman and the Non- IndependentDirectors were carried out by the Independent Directors and Non-Executive Director. TheBoard of Directors expressed their satisfaction with the evaluation process. The separatemeeting of Independent Directors was held on 28th May 2021. The determined criteria forperformance evaluation were as follows:

i. Attendance.

ii. Willingness to spend time and effort to know more about the company and itsbusiness.

iii. Contribution towards business development management of affairs of companycorporate governance. iv. Contribution to developments of various Policies such asRemuneration Policy Board's Diversity Policy Related Party Transaction Policy &Vigil Mechanism Policy v. Sharing of knowledge and experience for the benefit of theCompany. vi. Following up matters whenever they have expressed their opinion vii. Updatedwith the latest developments in areas such as corporate governance framework and financialreporting and in the industry and market conditions viii. Achievement of business planslabour relation litigation attrition level of employees compensation policy vigilmechanism establishment and implementation of internal control system etc.

The familiarizing programme for the independent directors of the company regardingtheir roles rights responsibilities in the Company nature of the industry in which thecompany operates business model of the company etc. was duly conducted. The details offamiliarization programme are disclosed on the website of the Company www.tcpl.in

MATERIAL CHANGES AND COMMITMENTS

There are no material changes except as discussed above affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relates and the date of the report.

POLICY FOR SELECTION APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FORTHEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" whichinter-alia includes Company's policy on Board Diversity selection appointment andremuneration of directors criteria for determining qualifications positive attributesindependence of a director and criteria for performance evaluation of the Directors. ThePolicy broadly lays down the guiding principles philosophy and basis for payment ofremuneration to Executive and Non-executive Directors key managerial personnel seniormanagement and other employees. The Nomination & Remuneration Policy of the Companyhas been posted on the website of the Company www.tcpl.in

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics Policy. This mechanism provides adequate safeguards againstvictimization of directors/employees to deal within stance of fraud and mismanagement ifany. The Vigil Mechanism Policy inter alia provides a direct access to the complainant tothe Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of theCompany is also posted on the Company's website www.tcpl.in

RISK MANAGEMENT

The Company being a manufacturer of the packaging material is always exposed to thegeneral risks such as government regulations and policies statutory compliances andeconomy related risks as well as market related risks. The Company from time to timeidentifies such risks and has put in its place appropriate measures for mitigating suchrisks. The Company's approach to addressing business risks is comprehensive and includesperiodic review of such risks and a framework for mitigating controls and reportingmechanism of such risks.

BUSINESS RESPONSIBILITY REPORT

The business responsibility report describing the initiatives taken by the Company froman environmental social and governance perspective is annexed and forms an integral partof this Report.

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The following is a summary of sexual harassment complaintsreceived and disposed of during the year 2021-22: a) No of complaints received:_Nil b) Noof complaints disposed of: N.A.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies(Management and Administration) Rules 2014 the Annual Return of the Company in FormMGT-7 has been placed on the Company's website www.tcpl.in

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A detailed disclosure with regards to the IEPF during the year under review forms partof the Report on Corporate Governance

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2021-22 there are no significant and material orders passedby the regulators or Courts or Tribunals which can adversely impact the going concernstatus of the Company and its operations in future.

RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS & DISCLAIMERS MADE BYTHE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications reservations adverse remarks and disclaimers of theSecretarial Auditor on compliances or of the Statutory Auditors in their report onFinancial Statements for the Financial Year 2021-22. The Secretarial Audit Report forFinancial year 2021-22 forms part of Annual Report as Annexure to the Board's Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section73 and 76 of the Companies Act 2013 and Rules made thereunder.

SHARE CAPITAL

As on 31st March 2022 the authorised share capital of the Company is Rs.10.00 croresdivided into 10000000 equity shares of Rs. 10/- each and the paid-up equity sharecapital is Rs.9.10 crores comprising of 9100000 equity shares of Rs. 10 each fully paidup.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2022 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafterreferred to as "the Act") read with the Companies (Accounts) Rules 2014 asamended from time to time. The estimates and judgements relating to the financialstatements are made on a prudent basis to reflect in a true and fair manner the form andsubstance of transactions and reasonably present the Company's state of affairs profitsand cash flows for the year ended 31st March 2022. The Notes to the FinancialStatements forms an integral part of this Report. Disclosures of transactions of theCompany with any person or entity belonging to the promoter/promoter group in the formatprescribed in the relevant accounting standards for annual results is detailed in thenotes to accounts and not repeated here.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company asrequired under the Listing Regulations is provided in a separate section and forms anintegral part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are 1906 employees on the Company's payroll as on 31st March 2022. In terms ofthe provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendeda statement showing the names and other particulars of the top ten employees in terms ofremuneration drawn and employees drawing remuneration in excess of the limits set out inthe said rules forms part of this Report. Disclosures relating to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are also provided inthe Annual Report which forms part of this Report. Having regard to the provisions of thefirst proviso to Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. The said information is availablefor inspection at the registered office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at all theunits and management development programs to upgrade skills of manager. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.

CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO A. CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy:

The Company is making continuous efforts on ongoing basis for energy conservation byadopting innovative measures to reduce wastage and optimize consumption. Some of thespecific measures undertaken by the Company in this direction at its units located atSilvassa Haridwar Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat recovery having lower specificenergy consumption for generation of compressed air.

2. Installation of Energy efficient fans in humidification plants.

3. Installation of LED Lights and conversion of conventional choke enabled lights topower saving LED lights.

4. Addition of Variable Frequency Drive for humidifier blower motor cooling tower fanmotor cooling tower water pump Reverse Osmosis plant pump and reducing the speed withoutaffecting the performance resulting into power saving.

5. Replacement of V belts by composite V belts thereby reducing the transmissionlosses and increasing the efficiency of the Equipment's.

6. Electronics based power factor controllers are placed to save energy.

These measures have led to power saving reduced maintenance time and cost improvedhygienic condition and consistency in quality and improved productivity. The Company hasalso invested and commissioned 210 KVA roof top solar power generation at two of itsplants in Silvassa during the year under review. These are functioning satisfactorily andare very beneficial from a return on investment besides environmental point of view. Thecompany has installed 561 Kwp Rooftop solar system in Guwahati in November 2021. Yourdirectors are considering investing in creating more such capacities in the current year.

B. TECHNOLOGY ABSORPTION

As explained in the Management Discussion analysis the company has installed solarpanels on the rooftop which has been very successfully commissioned. Further there iscontinuous effort to replace older technology with newer ones saving energy and enhancingefficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned Rs. 234.88 Crores Foreign Exchange Outgo Rs. 100.06 Crores

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financialcontrols and processes which would help in efficient conduct of its business operationsensure security to its assets and timely preparation of reliable financial information.The internal financial controls with reference to the Financial Statements are adequate inthe opinion of the Board of Directors. The Company has a proper system of internalcontrols to ensure that all assets are safeguarded and protected against loss fromunauthorized use or disposition and that transactions are authorized recorded andreported correctly. The internal control is supplemented by an extensive programme ofinternal external audits and periodic review by the Management. This system is designedto adequately ensure that financial and other records are reliable for preparing financialinformation and other data and for maintaining accountability of assets. The AuditCommittee of the Board of Directors actively reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same. The StatutoryAuditors and the Internal Auditors are invited to attend the Audit Committee Meetings andpresent their observations on adequacy of internal financial controls and the stepsrequired to bridge gaps if any. There are no observations of Statutory Auditors as wellas Internal Auditors.

STATUTORY AUDITORS

M/s. Singhi & Co. Chartered Accountants Firm Registration No. 302049E wereappointed as Statutory Auditors of the Company for a period of five consecutive years atthe 29th Annual General Meeting (AGM) of the Members held on 9th August 2017 until theconclusion of the 34th AGM of the Company. M/s. Singhi & Co. is eligible forre-appointment for a second term of 5 (Five) years and have provided a writtenconfirmation that they are willing and eligible for reappointment and are not disqualifiedto be reappointed in terms of the applicable provisions of the Companies Act 2013 and theRules framed thereunder. Upon recommendation by the Audit Committee the Board ofDirectors of the Company at its Meeting held on 25th May 2022 has recommended forapproval of the Shareholders at the ensuing 34th AGM of the Company the re-appointment ofM/s. Singhi & Co. Chartered Accountants as the "Statutory Auditors" of theCompany for a second term of 5 (Five) Years to hold office from the conclusion of the34th AGM till the conclusion of the 39th AGM. There is no audit qualification reservationor adverse remark for the year under review. There was no instance of fraud during theyear under review which required the Statutory Auditors to report to the Audit Committeeand / or Board under Section 143(12) of Act and Rules framed thereunder.

SECRETARIAL AUDITOR

M/s VKM & Associates Practicing Company Secretaries were appointed to conduct theSecretarial Audit of the Company for the financial year 2021-22 as required under Section204 of the Companies Act 2013 and rules made thereunder. The Secretarial Audit Report forFinancial year 2021-22 forms part of Annual Report as Annexure to the Board's Report.During the year under review the Company has also complied with the Secretarial Standardsas amended and applicable to the Company.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and conduct Cost Audit are notapplicable to the Company.

ACKNOWLEDGMENT

Your directors take this opportunity to place on record their warm appreciation for thevaluable contribution untiring efforts and spirit of dedication demonstrated by theemployees and officers at all levels in the sure and steady progress of the Company. Yourdirectors wish to record their appreciation to all the lenders namely Bank of Baroda AxisBank Limited ICICI Bank Limited Citi Bank RBL Bank Limited DBS Bank India Limited YesBank Limited and Bajaj Finance Limited for their continued support and timely assistancein providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors of
TCPL Packaging Limited
K K Kanoria
Place: Mumbai Chairman
Date: 25th May 2022 DIN:00023328

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