Tamil Nadu Newsprint & Papers Ltd

TO THE MEMBERS

Your Company's Directors are pleased to present the 44th Report of the Company along with Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

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

Better realization and market conditions with improved efficiency in all areas of operation has enabled the Company to achieve favorable results. This financial performance is a commendable achievement by the Management.

2. DIVIDEND

(a) Interim Dividend:

Your Directors had declared an Interim Dividend of 30% (i.e Rs. 3.00/- per equity share) for the financial year 2023-24. The Interim Dividend was paid to the equity shareholders whose names appeared in the Register of Members as on the cut off date of 13th February, 2024. The cash outgo on the Interim Dividend was Rs.20.76 Crore.

(b) Final Dividend:

Your Director's have recommended a final dividend of 10% (i.e. Re. 1.00/- per equity share) for the financial year ended 31st March, 2024 which is in addition to the 30% (Rs. 3.00/- per share) which has already been declared as Interim Dividend in the month of February, 2024 amounting to 40% as total dividend for the year 2023-24. The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to the equity shareholders whose names appear in the Register of Members as on 20th September 2024. The cash outgo on the proposed dividend will be Rs. 6.92 Crore.

3. TRANSFER TO RESERVES

During the financial year 2023-24, the Company has transferred a sum of Rs. 200 Crore to the General Reserve from Retained Earnings. The Cumulative General Reserve as on 31st March 2024 is Rs. 1830.49 Crores.

4. PERFORMANCE HIGHLIGHTS OF THE FINANCIAL YEAR 2023 - 24

a) Operations

1. The Company's Revenue from Operations for the year 2023-24 is Rs. 4692.82 crore.

2. Profit before tax is Rs. 324.76 Crore and Profit after tax Rs. 208.16 Crore.

3. During the year, the Paper production was 422742 MT.

4. Paper sales during the year 381860 MT. Domestic Sales accounts for 78% and Exports at 22%.

5. During the year, the Packaging Board plant production was 195437 MT.

6. The Packaging Board sales during the year 2023.-24 was 177748 MT. Domestic Sales accounts for 98% and exports at 2%.

7. 292949 MT of Hardwood Pulp (HWP), Chemical Bagasse Pulp (CBP) and Deinked Pulp (DIP) were produced during the year in Unit I. 124904 MT of Hardwood Pulp (HWP) was produced during the year in Unit II. The total pulp produced during the year was 417853 MT.

8. 7258.74 lakh units (Unit I - 5109.55 and Unit II - 2149.19) of power was generated of which 8279.59 lakh units (Unit I - 5993.07 and Unit II - 2286.52) of power was consumed and 54.74 lakh units (Unit I - 0.46 and Unit II - 54.28 exported

9. The bio-methanation plants have generated methane gas of 83.06 lakh m3 during 2023-24. The methane gas was consumed in lime kiln and power boilers in replacement of 4464.24 KL of furnace oil and imported coal 707 MT of imported coal.

10. Implementation of various water conservation measures resulted in reduced overall consumption of water in Unit I to 28 KL/per ton of paper (which is one of the lowest in paper industry).

11. The wind farms with an installed capacity of 35.5 MW capacity have generated 372.82 lakh Kwh Units of 'Green Power' during the year

12. TNPL has established a cement manufacturing factory (the first and only company in the Indian Paper Industry) to convert the mill wastes lime sludge and fly ash into high grade cement as part of its solid waste management system. During the year, the Company has manufactured 200155 MT of cement.

13. During the year 2023-24, overall borrowings decreased by Rs. 65 crore.

14. Market Capitalization was Rs. 1707.08 crores as on 31.03.2024.

b) Projects Implemented / Under implementations:

1. Health Restoration of Recovery Boiler#3 in Unit I

Recovery Boiler#3 had clocked 1 lakh running hours. Hence, a Remnant Life Assessment (RLA) study was carried out, complying with the IBR regulations. Since it was found essential to carry out replacement of superheater tubes, economizer tubes and internal of the Electrostatic Precipitator, besides improving the performance of the auxiliaries like soot blowers, Air distribution system etc., the Health Restoration project was taken up by end of August 2023 for Rs.45 crore and commissioned in October 2023, involving a total RB#3 shutdown of 62 days. Continuous run of the paper production during the shutdown of the Boiler was ensured. This project enhanced the reliability on the boiler for trouble free mill operations and improved environmental performance with reduced particulate emissions below 150 ppm.

2. Tissue paper Machine

Considering the market potential for Tissue paper, a 100 tpd capacity, state-of-the art Tissue Paper Machine along with its auxiliaries is proposed to be installed at TNPL Unit-II at an estimated project cost of Rs.300 crore. The machine shall have facilities to produce different grades of tissue paper ranging from 13 GSM to 40 GSM mostly made from high quality in house Hard Wood Pulp. The procurement action was initiated in February, 2024 and expected to be commissioned before March, 2026.

3. Revamp of Steam and Power System in Unit 1

The revamping of the existing steam and power system in Unit I is taken up in phases to retire and replace the old low-pressure boilers installed since the mill inception in 1985. Hence, in order to have reliable supply of utilities like steam and power for the mill operations, the installation of two high pressure boilers with steam generation of

125 tph each, at 105 ata, 525?C, along with a TG of 42 MW. As part of Phase # 1, procurement of one High Pressure Boiler is under progress and is likely to be completed within 24 months considering long procurement lead times and the installation periods. Considering the availability of Environment Clearance by June 2024, the project is likely to be completed by end of March, 2026.

4. Rooftop Solar Power Plant at TNPL Unit I & II

In line with our commitment to environment and renewable energy, 1 MW each Rooftop solar power plants are under installation on buildings at both Units, contributing to our efforts to reduce our carbon footprint. The project is likely to be completed by July 2026.

c. Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board and formulated a CSR Policy.

The Company has undertaken CSR activities as per the CSR policy (available on your company's website www.tnpl.com). The details are contained in the Annual Report on CSR activities vide Annexure - I, forming part of this Report.

d. Contribution to Innovation and New knowledge development

1. The company nurtures creativity and innovation through its Research & Development (R&D) activities which are carried out largely in-house. A few activities are out sourced when warranted.

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

3. The company has spent Rs. 18.50 Crore on R & D activities during the year.

e. Awards

We are delighted to share with our shareholders the recognition and accolades garnered by Tamil Nadu Newsprint and Papers Limited (TNPL) in the year 2023-24. These awards not only reflect our commitment to excellence but also underscore our relentless pursuit of sustainability, innovation, and corporate responsibility.

1. Golden Peacock Business Excellence Award 2024: TNPL has been honored as the "WINNER" of the prestigious Golden Peacock Business Excellence Award for the year 2024 by the Institute of Directors, New Delhi. This esteemed recognition was conferred during the lOD's 2024 UAE Global Convention - 31st World Congress on Leadership for Business Excellence and Innovation, held in March, 2024 at Hotel Grand Hyatt, Abu Dhabi (UAE). This award reaffirms our unwavering dedication to business excellence and innovation.

2. Most Sustainable & Innovative Manufacturing Practices 2024: TNPL has been bestowed with the title of "Most Sustainable & Innovative Manufacturing Practices" for the year 2024 by the World Manufacturing Congress, Mumbai. This acknowledgment, received in February 2024 at Taj Lands End in Mumbai.

3. 8th Annual OHSSAI HSE Excellence & ESG Global Award 2023: TNPL was selected as the "WINNER" in the 8th Annual OHSSAI HSE Excellence & ESG Global Award 2023 for its Outstanding Achievements in Safety Excellence. This esteemed recognition was conferred upon TNPL in February 2024 at Marigold, Hyderabad. TNPL's relentless pursuit of safety excellence has set benchmarks within the industry.

4. Best Technology Procurement of the Year 2024: TNPL has been bestowed with the esteemed "WINNER" title in the category of Best Technology Procurement of the year 2024 by M/s Invention Business Intelligence, Mumbai. This recognition was conferred during the Procurement Strategy India Summit and Awards 2024 held in February 2024 at Mumbai. TNPL's continuous efforts in adopting cutting- edge technologies for procurement have been duly acknowledged by industry experts and peers.

5. 23rd Annual Greentech Environment Awards 2023: TNPL has been honored as the "WINNER" in the "23rd Annual Greentech Environment Awards 2023" for its outstanding contributions to environmental stewardship. This recognition was bestowed upon TNPL during the event hosted by the Greentech Foundation in November 2023 at Sonamarg, J&K. It reaffirms our dedication to environmental conservation and sustainable practices.

6. 24th National Award for Excellence in Energy Management: TNPL's dedication to energy efficiency was acknowledged with two prestigious awards during the 24th National Award for Excellence in Energy Management Institute by CII at Hyderabad in September, 2023. TNPL was honored as an "Energy Efficient Unit" and also recognized for delivering the "Most useful presentation" at the event, showcasing its leadership in implementing sustainable energy management practices.

7. Greentech Quality and Innovation Award 2023:

TNPL has been selected as the "WINNER" of the Greentech Quality and Innovation Award 2023 for outstanding achievements in Quality Improvement. This award was received during the "2nd Annual Greentech Quality & Innovation Summit & Awards 2023" by the Greentech Foundation in August 2023 at New Delhi. It reflects our commitment to continuous improvement and innovation in quality standards.

8. 11th Golden Globe Tigers Awards 2023

a) Best HR Company: TNPL has been honored with the "11th Golden Globe Tigers Award 2023" in the category of "Best HR Company" by Fun And Joy At Work, Mumbai. This recognition, received in May 2023 at Malaysia, highlights our exceptional practices in human resource management and development.

b) Best Corporate Social Responsibility Practices: TNPL has been recognized and awarded the "11th Golden Globe Tigers

Award 2023" in the category of "Best Corporate Social Responsibility Practices" by Fun and Joy Network, Mumbai. This accolade, received in May 2023 at Malaysia, acknowledges our commitment to corporate social responsibility and sustainable business practices.

We express our gratitude to all stakeholders for their continued support and collaboration in our journey towards greater heights of achievement and impact.

5. MARKET TRENDS AND OUTLOOK

The global paper and packaging industry is experiencing significant transformations driven by evolving consumer preferences, technological advancements and regulatory changes.

In the fiscal year 2023-24, India witnessed a significant increase in imports of Printing and Writing papers. This rise, in imported paper is attributed to very competitive pricing from overseas suppliers. These imports have intensified competition in the Indian market, putting pressure on domestic manufacturers, including TNPL, to maintain market share and price competitiveness.

The domestic market has faced sluggish demand, in the year 2023-24. Various sectors, including Education, Publishing and Corporates, have been experiencing reduced consumption of printed materials. This is partly due to the ongoing digital transformation, which has led to a decline in traditional paper usage. Additionally, economic uncertainties and shifts in consumer behaviour have contributed to the muted demand for printing and writing papers.

The domestic market faced very high downward pressure on prices due to the influx of imports. While this may benefit customers and industries that rely upon paper, local manufacturers had to face many challenges. The pricing pressure has been exacerbated by fluctuations in raw material costs also, which impact production costs and margins. Availability of Hard wood is an issue. Most Indian Paper Mills, have resorted to importing wood chips, at much higher costs. This has further added to increase in raw material costs.

However the ongoing Red Sea crisis is impacting global shipping routes, potentially increasing transportation costs and causing delays in import of raw materials. This could be a saving grace to the Indian paper manufacturers. Without imports coming into the country, domestic manufacturers could potentially shore up prices at least to cover up the escalating costs, to some extent.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of the Board of Directors and Key Managerial Personnel (KMP) who were appointed or have ceased to be Director/KMP of the Company during the year 2023-24 are as follows:

As on 31st March, 2024, your Company has eight (8) Directors out of whom four (4) are Independent and other three (3) are Nominee Directors of Government of Tamil Nadu (GOTN). The remaining one (1) is Chairman and Managing Director.

The Independent Directors are appointed for a fixed period of three years.

The three Nominee Directors of Government of Tamil Nadu (GOTN) are appointed in replacement for existing Government Nominees only during the financial year whose appointments have to be confirmed by obtaining the shareholders approval in compliance with the provisions of the SEBI, LODR. The remaining one Director i.e. Chairman and Managing Director is not liable for retirement by rotation as per the Article of the Association of the Company.

In accordance with the provisions of the Companies Act, 2013 ("the Act") and in terms of the Memorandum and Articles Association of the Company, Thiru V. Arun Roy, I.A.S., Director retires by rotation at the forthcoming Annual General Meeting. He is eligible for reappointment as Director.

There has been no changes in Senior Management executives during the financial year 2023-24. Details of the Senior Management Executives are provided in the website of the company at www.tnpl.com.

6.1 Declaration from Independent Directors on Annual Basis

The Independent Directors have submitted their disclosure to the Board confirming that they fulfill all the requirements as to qualify for their

appointment as an Independent Director under the provisions of Section 149 of the Companies Act, 2013 as well as SEBI, LODR. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and they fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

6.2 Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of policy are provided in the website of the Company and in the Corporate Governance Report forming part of this report (Annexure VII). Also the ratio of remuneration of KMP to the median employees remuneration is also forming part of this report (Annexure IV).

6.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedules for attending the meetings.

During the financial year 2023-24, Six (6) meetings of the Board and Six (6) meetings of the Audit Committee were convened and held, the details are given in the Corporate Governance Report forming part of this report (Annexure VII). The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI, LODR.

6.4 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI, LODR, the Board has internally carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees for the financial year ended 31st March, 2024. The guidance note dated 5th January, 2017 as suggested by SEBI was referred to, while carrying out the annual performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors 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 of judgement exercised by Independent Directors,

• interpersonal relationship etc.

The performance evaluation of the Chairman and Managing Director and the Non Independent Directors was carried out by the Independent Directors in their meeting held on 22nd March, 2024. The Directors expressed their satisfaction with the evaluation process.

7. Internal Complaints Committee

In adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & Rules mandated by the Government of India, the Company has demonstrated an unwavering commitment to fostering a safe and inclusive workplace environment. Central to this commitment is the establishment of Internal Complaints Committee (ICCs) across TNPL's Unit - I , Unit - II and Corporate Office.

TNPL has constituted an Internal Complaints Committee (ICC) in accordance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 & Rules made thereunder comprising of the following members:

Corporate Office

Unit I

Unit II

The above members are amongst employees preferably committed to the cause of women or who have experience in social work or legal knowledge. Further, for enhancement of ICC, a Sub Committee covering all the areas of the mills have been constituted so as to enable any women aggrieved by Sexual Harassment within the factory premises to contact the Sub Committee members of their respective areas to lodge their complaints. During the year under review, one complaint was referred to the Committee and appropriate action was taken in this regard.

8. AUDITORS

a) Statutory Auditors:

The Comptroller and Auditor General of India appointed M/s Maharaj N R Suresh and Co LLP, Chartered Accountants, Chennai, as the Statutory Auditors of the Company for the financial year 2023-24.

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 S Mahadevan & Co, Cost Accountants to audit the cost accounts of the Company for the year 2023-24. The cost audit report for the year 2023-24 will be filed to the Ministry of Corporate Affairs (MCA), Goverment of India before the due date. Cost Audit report for the financial year 2022-23 was filed within 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, Company Secretaries to undertake the Secretarial Audit of the company for the Financial Year 2023-24. The Report of the secretarial audit is annexed herewith as "Annexure II".

9. NON- CONVERTIBLE DEBENTURES

The company has not issued any Non-Convertible Debentures (NCD) during the year and there was no NCD outstanding as on 31stMarch, 2024.

10. FIXED DEPOSITS

During the year under review, the Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptances of Deposits) Rules, 2014.

11. RISK MANAGEMENT

The Company has constituted a Risk Management Committee as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI, LODR")

TNPL has established a Risk Management Framework under which the risks covering the entire operation have been identified and categorized as high, medium and low.

All the risks are discussed periodically by the Senior Management in the Committee meetings and appropriate actions are taken pro-actively.

The risk details and mitigation plans are placed before the Risk Management Committee and the Board, bi-annually in compliance of the provisions of SEBI (LODR).

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

TNPL has instituted adequate internal control procedures commensurate with the size of its operations. TNPL has also prepared an 'Internal Control Procedure Manual' to ensure that the control procedures are followed by all Departments. The Departments concerned in the company are complying with the stipulations in the manual without deviating the procedures. The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Internal controls are supported by internal audit and management reviews. The Audit Committee meets periodically with the Management, External Internal Auditors, Statutory Auditors and reviews the Annual Audit plans and internal controls. All significant observations of the Auditors are acted upon. The Audit Committee met six (6) times during the financial year. The review of Management Response to Audit Observations constitutes an important aspect of the Agenda.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Vigil Mechanism / Whistle Blower Policy; the details of such Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.tnpl.com.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, the Company has transferred Rs. 20,13,188.00/- (Rupees Twenty Lakhs Thirteen Thousand One Hundred and Eighty Eight Only) being the Dividend amount which was due and payable and remained unclaimed and unpaid for a period of seven years, to the Investor Education and Protection Fund, as required under Section 124(5) of the Companies Act, 2013.

16. UNPAID DIVIDEND STATUS

Dividend was remaining unpaid due to nonconfirmation of their new addresses by the concerned shareholders. The unpaid dividend warrants were returned by the postal authorities.

Effective follow-up by the Company has resulted in Unpaid Dividend being consistently equal or below 0.5% of the total dividend. As and when the shareholders update their KYC (Know your Customer) details, the dividend is paid to the them. At the end of seven years, the unpaid dividend is transferred to Investor Education and Protection Fund (IEPF). The table and graph given below summarize the status of Unpaid Dividend.

DIVIDEND STATUS FOR THE LAST 7 YEARS

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars required under Sec. 134(3) (m) of the Companies Act, 2013, read with the Rule 8 of The Companies (Accounts) Rules, 2014, is furnished in Annexure III to this Report.

18. HEALTH

An Occupational Health Centre (OHC) is functioning on round the clock basis in the Units of TNPL with requisite Medical Officers, Nurses, Pharmacists, ANM (Auxiliary Nursing Midwisery), Ambulance Services and Attenders to render Medical Assistance for the employees and their dependents. In addition, every Sunday, one Speciality/ Super Speciality Doctor from various branches visits the OHC. For Speciality/ Super Speciality treatments apart from facilities in OHC, employees are referred to outside hospitals for expertise treatment. In such case, company bears 50% of medical expenses and for remaining 50%, there is a tie up with an insurance company.

Further, company bears the entire medical expenses for nine (9) Serious Ailments. In order to avail medical treatment, one hundred and eighty (180) days of Special Leave is being sanctioned to those employees, who suffer from any one of the nine (9) serious Ailments. This apart, in case, one hundred and eighty (180) days of Special Leave got exhausted, an additional one hundred and eighty (180) days of special leave is also sanctioned on case to case basis.

To meet out the statutory requirements, cost free comprehensive Master Health Checkup is being carried out for the employees in a Super Speciality Hospital, when they attain the age of 40 years, 45 years, 50 years, 52 years, 54 years, 56 years, 58 years and 59 to 60 years. Every year, Audiometric test is being conducted to those employees, who are exposed to high noise areas. Once in two (2) years, eye test is being carried out for employees, who are in driving job.

This apart, as a part of preventive health care measures and Management of Chronic Conditions:

(1) Breast Screening Camp was conducted for Women employees.

(2) Heart Screening Camp was conducted for employees

TNPL is committed to take care of the health of employees thereby ensuring better productivity.

19. SAFETY

TNPL has adopted a clearly defined Occupational Health and Safety Policy. Suitable Personal Protective Equipments (PPE) are provided to all employees. Periodical Training Programs are conducted on handling of hazardous chemicals, material handling, usage of PPEs, electrical safety, road safety, first aid, fire fighting etc. to improve safety awareness among the employees including contract workmen. Caution boards, posters, slogans, Do's and Don'ts etc. are displayed at prominent places to promote safety at work places. Safety Committee with representatives from Management and Workmen has been constituted. Safety Committee meetings are conducted periodically and suggestions given to improve safety aspects are implemented.

Accidents and incidents are investigated and preventive / corrective actions are taken to avoid recurrence. Mill wide Safety Audit, HAZOP study and Risk Analysis are carried out periodically through experts in industrial safety and the recommendations are implemented. An updated On-site Emergency Plan (OEP) and Off-site Emergency Plan are available to mitigate emergencies. Periodic mock drills for hazardous chemical leakages and fire incident are conducted to ensure the effectiveness of emergency preparedness. The entire Mill is covered with fire hydrant points with pressurized water ring mains for fire fighting. Also different types of fire extinguishers according to the nature of fire are provided at strategic points since inception, TNPL has maintained an excellent safety record.

20. PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed under the Companies Act, 2013 and the rules framed there under. The information as required under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company, is annexed as Annexure IV.

21. CASH FLOW STATEMENT

As required under Regulation 34(2) (c) of the SEBI, LODR, a Cash Flow Statement prepared in accordance with the Indian Accounting Standard 7 (IND AS-7) forms part of this report.

22. EXPORT HOUSE STATUS

The Company continues to be accredited with Star Export House Status by the Government of India, Ministry of Commerce, Directorate General of Foreign Trade, in recognition of the export performance.

23. INDUSTRIAL AND PERSONNEL RELATIONS

TNPL continues to ensure an equitous, safe and secure environment for employees to work with dignity ands to have healthy employee relations, thereby paving way for better productivity. Positive personnel relations and work culture built over the years have been once again evidenced in the smooth conduct of 8th occasion of Recognized Trade Union election and in the 10th Wage Settlement & 2022-23 Bonus Settlement wherein all the Recognised Trade Unions (RTUs) have signed. This apart, due to the Cordial IR Climate, Provident Fund/ Industrial Canteen Committee members were selected without election. TNPL is proud to exude that there is no industrial unrest despite of having many Trade Unions. Inspite of severe competition, enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Since inception, TNPL is committed to provide the basis for sustainable development by upholding ethical practice and promoting the economic and social aspirations of the people in the surrounding area to maintain cordial and healthy industrial relations that strike a balance between organisation's purpose and business needs and the bottom line work force.

24. ENHANCING SHAREHOLDERS' VALUE

Your Company believes in the importance of its Members who are among its most important stakeholders. Accordingly, your Company's operations are committed to the goal of achieving high levels of performance and cost effectiveness, growth building, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its stakeholders by ensuring that its corporate actions have positive impact on the socio-economic and environmental growth and development.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the Directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts were prepared for the financial year ended 31st March, 2024 on a going concern basis;

5. the Directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return will be made available on the Company's website at www.tnpl.com. The details forming part of the extract of the Annual Return in Form MGT 9 is attached as (Annexure V).

27. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Report on Management Discussion and Analysis and the Report on Corporate Governance forming part of Boards' Report are attached as (Annexures VI and VII).

As required by the SEBI, LODR, the Statutory Auditor's Certificate on Corporate Governance and a Declaration by the Chairman and Managing Director with regard to Code of Conduct are attached to the Report on Corporate Governance.

28. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORTING

Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI, LODR) with amendments to Regulation 34 vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021 introduced a new reporting called The 'Business Responsibility & Sustainability Reporting' (BRSR) for the top 1000 companies based on Market Capitalization of BSE and NSE for every financial year ending 31st March.

This reporting forms part of the Annual Report in line with the format prescribed by SEBI as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as (Annexure VIII).

For the financial year 2022-23, TNPL was one of the top 1000 companies as per the market capitalization and had disclosed BRSR in the Annual Report. Even though TNPL is not falling under the top 1000 listed companies for the financial year ended 31st March, 2024 as a continuing practice and good governance we have disclosed the same.

29. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year 2023-24 were on an arm's length basis and were in the ordinary course of business and were in compliance of the Companies Act, 2013 and SEBI, LODR. They have been disclosed in Note No. 39(d) of the financial statements. None of these transactions is likely to have a conflict with the company's interest.

There are no materially significant transactions with related parties during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which are potentially conflicting with the interest of the Company at large.

The policy on Related Party Transactions is available on the Company's website at www.tnpl.com.

None of the Directors or Key Managerial Personnel have any pecuniary relationships or transactions vis- a-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. SUBSIDIARIES / ASSOCIATES / JOINT VENTURES

The Company does not have any Subsidiaries / Associates / Joint Ventures.

31. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review

32. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, (ICSI), New Delhi under Section 118 of the Companies Act, 2013

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report issued by Practicing Company Secretary has to be filed with the Stock Exchanges as per Regulation 24 (a) of SEBI, LODR within 60 days of the end of the financial year. In this regard, the company has obtained the Report from M/s. R.Sridharan & Associates, Company Secretaries and filed with in the prescribed time limit.

34. INOFRMATION TECHNOLOGY/CYBER SECURITY

TNPL has a SOC framework on Cyber Security with testing of dynamic, static, interactive web, mobile application on continuous basis with checklist including database level by specified intervals. Vulnerability Assessment and Penetration Testing are undertaken regularly. No Cyber Security incidents/ breaches / loss of data / documents has been reported during the financial year ended 31st March, 2024 .

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year and date of this report.

37. OBSERVATIONS OF THE STATUTORY AUDITIOR

In respect of, observations of Statutory Auditors that, the E-Business Suite ('EBS') accounting software does not have audit trail enabled at the ' Database Level'. The Company has effective internal control process in place for any changes in Database level and is in the process of either buying a new software or develop in-house software so as to enable audit trail at the database level.

38. CEO / CFO CERTIFICATION

As required by Regulation 17(8) of the SEBI, LODR, a Certificate on the Financial Statements and Cash Flow Statement of the Company for the year ended 31st March, 2024 duly signed by the Chairman and Managing Director and Chief Financial Officer was submitted to the Board of Directors at their meeting held on 24th May, 2024.

39. DISCLOSURE REQUIREMENTS UNDER SECTION 134 OF THE COMPANIES ACT, 2013

As per the Companies Act, 2013 [Section 134(3)] the Boards Report shall include additional contents and disclosures. Accordingly such contents and disclosures has been made at appropriate places that forms part of this Report.

40. ACKNOWLEDGEMENT

The Board has pleasure in recording its appreciation for the assistance, co-operation and support extended to the company by the Government of India, Government of Tamil Nadu, Commercial Banks, participating Financial Institutions, Sugar Mills, Dealers, Farmers and Suppliers.

The Board also places on record its sincere appreciation of the positive response received from the Company's valued customers and thank them for their continued support.

The Company is grateful to all employees for their exemplary co-operation during the year. Their contribution has been truly outstanding. The Directors place on record their appreciation of the excellent effort made by every employee to enhance the company's performance in adverse market conditions. Finally, the Board of Directors sincerely thank the shareholding community for their solid support and for the confidence they have reposed in the Company.

41. CAUTIONARY STATEMENT

Statements in the Boards' Report and the Management Discussion and Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. The Company cannot guarantee the accuracy of assumptions and the projected future performance of the Company. The actual results may materially differ from those expressed or implied in this report. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.