he Board of Directors hereby present T their 64th Annual
Report and the Audited Accounts for the year ended March 31, 2024.
The Company has adopted the Indian Accounting Standards (IndAS) from
Financial Year 2017-18 as mandated. Accordingly, the financial statements for current
year, including comparative figures of previous year are based on IndAS and in accordance
with the recognition and measurement principles stated therein, as well as other
accounting principles generally accepted in India. While this has no major impact for the
Statement of Profit and Loss, there is and would be periodical impact for "Other
Comprehensive Income" in measuring and restating investments at fair value.
WORKING RESULTS:
|
2023-24 |
2022-23 |
|
(in tonnes) |
(in tonnes) |
| Production |
2,40,383 |
2,41,145 |
| Sales |
2,23,254 |
2,40,649 |
|
(Rs. crores) |
(Rs. crores) |
| Revenue from |
1801.56 |
2082.53 |
| Operations |
|
|
| Other Income |
51.48 |
30.52 |
| Total Income |
1853.04 |
2113.05 |
| Profit before interest, depreciation, exceptional item and
tax |
391.34 |
564.58 |
| Finance Cost |
2.14 |
3.19 |
| Depreciation |
43.81 |
45.25 |
| Profit before tax |
345.40 |
516.14 |
| Provision for current tax |
86.30 |
129.94 |
| Transfer to / (from) Deferred |
(-) 0.27 |
(-) 0.34 |
| Tax |
|
|
| Net Profit |
259.37 |
386.54 |
DIvIDEND
The Board of Directors recommend payment of Dividend at Rs. 5.00
(Rupees Five only) per Equity Share of Rs. 2 each, absorbing a sum of
Rs. 31.53 crores.
As per the provisions of the Income tax Act,
1961, as amended by the Finance Act, 2020,
Dividend Distribution Tax is not applicable in respect of Dividends
declared, distributed or paid by the Company after March 31, 2020. The same will be taxed
in the hands of the shareholders.
As perInd AS10,Events after the reporting period, Proposed Dividend on
Equity Shares,being a non-adjusting event at the Balance Sheet date, is not recognised as
a liability in the accounts for the year ended March 31, 2024. The same will be recognised
in the year of payment, viz., year ending March 31,
2024.
APPROPRIATIONS
The Board has proposed to transfer Rs. 100 crores to General Reserve.
|
2023-24 |
|
(Rs. crores) |
| Net profit for the year |
259.37 |
| Add: Income from SPB Equity |
1.70 |
| Shares Trust |
|
| Add: Surplus brought forward |
428.87 |
| from the previous year |
|
| Add: Re-measurement of defined |
|
| benefit Plans (net of tax) |
7.25 |
|
697.19 |
| Less: |
|
| Dividend paid during the year |
37.84 |
| (For Financial Year 2022-23) |
|
| Transfer to General Reserve |
100.00 |
| Balance carried forward |
559.35 |
OPERATIONS
The Company had registered the following landmarks during the FY
2023-24, in-spite of challenging market conditions.
2nd highest annual production at 2,40,383 tonnes.
(Highest production - 2,41,145 in FY 2022-23).
Highest ever Annual Production in Unit : Erode - 1,65,116 tonnes.
2nd highest annual sales at 2,23,254 tonnes (Highest
sales - 2,40,649 tonnes in FY 2022-23).
2nd Highest Total Income - Rs. 1853.04 crores (Highest
Total Income at Rs. 2113.05 crores in FY 2022-23).
2nd Highest PAT at Rs. 259.37 crores (Highest PAT at Rs.
386.54 crores in FY 2022-23).
PRODUCTION
| Unit |
FY |
FY |
Growth |
|
2023-24 |
2022-23 |
(%) |
| Erode |
1,65,116 |
1,63,909 |
0.7 % |
| Tirunelveli |
75,267 |
77,236 |
(-) 2.5 % |
| Total |
240,383 |
2,41,145 |
(-) 0.3 % |
During the FY 2023-24, the production at Unit : Erode was 1,65,116
tonnes of paper, as compared to 1,63,909 tonnes, produced in the previous year. The
Company had completed project Mill Development Plan - III (MDP-III) in Unit : Erode
in phases during FY 2020-21 and FY 2021-22.With the completion of most of the critical
parts of the Project MDP-III, the annual installed capacity of Paper for Unit :
Erode for FY 2022-23 stood augmented to 1,65,000 tonnes. During FY 2023-24, the
company's production in Unit : Erode could achieve the annual capacity of 1,65,000
MT.
The annual capacity of Unit : Tirunelveli remains at 90,000 tonnes.
Accordingly, the total installed capacity of the company currently stands at 2,55,000
tonnes per annum.
Capacity Utilisation in Unit : Erode stood at 100 % in FY 2023-24
and the same was 83.6 % in Unit : Tirunelveli in FY 2023-24. Unit : Erode also
produced 28,562 tonnes of Wet Lap Pulp during FY 2023-24, (Previous Year 35,577 tonnes) to
augment the Pulp requirements of Unit : Tirunelveli.
Unit : Tirunelveli produced 75,267 tonnes of Paper during the FY
2023-24, as compared to 77,236 tonnes, produced in the previous year. Overall Production
during the current period was lower on account of (i) planned maintenance activities,
mostly in first half of the current year.
(ii) outages in Recovery and Power Boilers in the first half of the
year, affecting pulp and paper production and
(iii) adverse product mix / basis weight mix due to poor market
conditions.
SALES
| Unit |
FY |
FY |
Growth |
|
2023-24 |
2022-23 |
(%) |
| Erode |
1,47,987 |
1,63,414 |
(-) 9.4 % |
| Tirunelveli |
75,267 |
77,235 |
(-) 2.5 % |
| Total |
2,23,254 |
2,40,649 |
(-) 7.2 % |
During the FY 2023-24, company registered an overall sales of
2,23,254 tonnes of Paper (Previous year : 2,40,649 tonnes).
In addition, as part of its trading activity, the Company sold
during FY 2023-24, petroleum products valued at Rs. 26.47 crores (Previous
Year: Rs. 24.96 crores) and Note Books valued at Rs. 0.84 crores
(Previous Year :
Rs. 3.82 crores).
The Company could achieve ZERO Stock of Finished Goods in Unit
:Tirunelveli as on March 31, 2024 (Stock of Finished Goods in Unit : Tirunelveli as on
31.03.2023 - NIL).
The Company had a finished goods inventory of 15,315 tonnes as on
31.03.2024 in Unit : Erode (Stock of Finished Goods in Unit : Erode as on
31.03.2023 - NIL).
PROFITABILITY
Revenue from Operations of the Company for the year was Rs. 1801.56
crores, as against
Rs. 2082.53 crores, in the previous year.
Profit before interest, depreciation, exceptional item and tax (EBIDTA)
was
Rs. 391.35 crores, for the Company as a whole in FY 2023-24, compared
to Rs. 564.58 crores, in the previous year.
After absorbing finance costs and depreciation of Rs. 2.14 crores and
Rs. 43.81 crores respectively, the Profit before tax (PBT) was
Rs. 345.40 crores in FY 2023-24, as compared to
Rs. 516.14 crores, in the previous year.
The fall in net profit during FY 2023-24 compared to corresponding
period of previous year is mainly due to: in the cost of wood, a Significant key input
material for the company. Wood procurement prices almost doubled during the year.
Reduction in the average realisations in the export market.
Reduction in average realisation in Domestic Market due to intense
competition from Imported Paper, available at Cheaper prices. Lower production and sales
volumes, particularly in the first 2 quarters
Impacts from the above were partially negated by reduction in prices of
imported Coal, imported pulp, waste paper and chemicals.
For the year ended 31st March 2024, current tax liability
works out to Rs. 86.30 crores, as against a liability of Rs. 129.94 crores in the previous
year.
The Deferred Tax liability amounted to
Rs. (-) 0.27 crores for the year ended 31st March 2024, as
against Rs. (-) 0.34 crores in the previous year.
As a result, profit after tax for the year ended March 31, 2024 was Rs.
259.37 crores, as compared to Rs. 386.54 crores, in the previous year.
FINANCE
The Company doesn't have any Term Loan outstanding as on
31.03.2024. (Debt Position as on March 31, 2023 was NIL). The Company did not have any
installments of Term Loans and interest (on Working Capital borrowings), due for payment
during the year.
Fund Based Working Capital limits availed in the form of "Export
Packing Credit" and outstanding as on 31.03.2024 - Rs. 21.0 crores. [NIL as on
31.03.2023].
MARKET CONDITIONS
The market conditions were favourable and buoyant for most
varieties / grades of Writing & Printing (W&P) during the entire FY 2022-23.
However, effective May 2023, the Domestic Paper market had turned adversely due to : (i)
Increased availability of Imported Paper from China, Indonesia and other Asian countries,
at Cheaper Prices in the Indian market.
(ii) The overall unfavourable global demand situation resulting in
increased supply situation to the Indian Market, thereby resulting in Demand-Supply
mismatch.
Both these factors contributed to significant reduction in the
prices of Paper during the year. Price reduction were seen almost every month from May
2023. Domestic Paper mills had to drop prices to liquidate their production and inventory.
Though the overall consumption levels of Paper in Domestic Market remained stable, prices
have dropped significantly during the thereby affecting the margins of the Indian Paper
Mills in the FY 2023-24 compared to an extremely favourable and buoyant
FY 2022-23.
The Domestic market condition was unusually poor even during the
peak season (i.e. Dec-Mar) in this FY 2023-24. This kind of extremely challenging market
conditions during peak seasons, attributable largely to cheaper imports, is normally not
noticed. The International market for Paper, which remained extremely buoyant by end of
calendar year 2022, had seen severe pricing pressures by the end of Q4 of previous year,
with the reduction in International Pulp Prices and Ocean Freight Charges. This had
continued in to FY 2023-24 as well. The International market has not shown any signs of
recovery and the drop in price mainly from Indonesia and China continue.
Demand remains flat although some short-term bumps are seen.
OUTLOOK
Domestic market conditions are expected to remain challenging
at-least untill the first 2 quarters of the FY 2024-25 for W&P grades, as per the
present market trends. The demand for paper and more particularly, the market operating
prices will depend on the Global macro-economic trends. With fear of possible recession in
some of the key developed economies and distressing global political situations, prices of
Paper is expected to see continued pressures in the short-medium term. Considering the
uncertainties that continue to prevail in global macroeconomic situation and subsequent
slowdown in developing countries, the market is expected to be very cautious and seek for
replenishment of inventory only when necessary without room for any speculation.
The Export market for Uncoated Wood Free grades has been under
pressure both in terms of demand and prices over the last
18 months and this trend is expected to continue.
EXPORT PERFORMANCE
| Unit |
FY |
FY |
Growth |
|
2023-24 |
2022-23 |
(%) |
| Erode |
13,076 |
16,851 |
(-) 22 % |
| Tirunelveli |
16,170 |
22,106 |
(-) 27 % |
| Total |
29,246 |
38,957 |
(-) 25 % |
The export volumes represented 12.2% of the production during FY
2023-24 (This stood at 16.2 % during the FY 2022-23). Due to pressure on realisations in
FY 2023-24 and reduction in export volumes, the overall export sales in
value terms stood at Rs. 216.8 Crs for FY 2023-24 vs Rs. 379.84 Crs in FY 2022-23, thereby
registering a de-growth of 43.0% in value terms.
The total export proceeds in US $ stood at US $ 27.29 Mnfor
the year 2023-24, compared to US $ 46.65 Mn in previous year).Export Sales in currencies
other than US$ during FY 2023-24 - NIL (Sales in Previous year : EURO Mn 0.11& AED 1.82
Mn).
TREE FARMING ACTIvITY:
The Company continues to provide quality Clonal Seedlings of
Eucalyptus, for the Energyas well as bare-rooted Casuarina Seedlings, at subsidised rates,
to interested farmers and assist them with technical help to achieve higher yields.
In addition, the Company had provided clones of Melia-Dubia, a high
yielding fast growing species, suitable for Pulp production.
Technical Support to the farmers for this initiative is being provided
in association with the Department of Tree Breeding of Forest College and Research
Institute, attached to Tamil Nadu Agricultural University, Coimbatore, under a
Collaborative Research Project.
In accordance with the Company's vision to augment tree farming
activities, over twenty crore Seedlings (Clonal Eucalyptus Seedlings, bare-rooted
Casuarina Seedlings and Melia Dubia Clones) were made available during the year, to
farmers at subsidised rates for planting in about 24,764 acres of land. (Previous Year :
22,502 acres)
ISO 9001 / ISO 14001 ACCREDITATION
The Company's Quality Management Systems and Environment
Management Systems continue to be covered under ISO 9001 and ISO 14001 Accreditations.
Both ISO 9001 and ISO 14001 Standard have undergone revision to 2015
Standards which lays emphasis on role of top management, adoption of risk management and
change management.All these changes are to facilitate sustainability in business
performance.
OHSAS 18001 CERTIFICATION
The Company continues to enjoy certification under Occupational Health
and Safety Assessment Series 18001 (OHSAS) which is an international standard that
facilitates management of Occupational Health and Safety risks associated with the
business of the organisation.
ISO 50001 CERTIFICATION
During the year, the company secured
Management System certificate under Standard ISO 50001 : 2018.
FOREST STEWARDSHIP COUNCIL? (FSC?) (FSC-
C084458) CERTIFICATION
The Company continues to be certified under four Standards of FSC, viz.
FSC-STD-40-004 (Chain of Custody (COC) Certification), FSC-STD-40-005 (Requirements for
Sourcing FSC Controlled Wood), FSC-STD-40-003
(COC certification of multiple sites) and FSC-STD-50-001 (Certificate
Holder Trademark
Requirements). By this, the Company assures its stakeholders that the
wood and wood fibre (pulp) purchased by it are traceable to responsibly managed
plantations and that adequate document controls are in place to ensure identification and
traceability throughout the Chain of Custody. This also means that the Company is capable
of manufacturing and selling ‘FSC Mix' Claim Products in the domestic and
international markets. Being FSC certified implies adherence to sustainable and
responsible forestry practices, providing market access, brand reputation, compliance,
supply chain integrity, and partnership opportunities..
ESCerts
Both the units of the Company have achieved the targets under the PAT
Cycle, as prescribed by the Government of India and accordingly is eligible for ESCerts
(Energy Saving Certificates).
The Company has to its credit 16,111 ESCerts as on March 31, 2024.
ESCerts sold during the FY 2023-24 – 4,946 Nos. (Previous Year –501 Nos.)
AWARDS
The Company received the following Awards and recognitions during the
year :
- Excellent Energy Efficient Unit for FY
2022-23 by CII - 6th consecutive year.
- National Energy Leader Award for FY 2022-23 by CII - 4th
consecutive year.
- CAPEXIL Export Excellence Award for
4 years from 2018-2022.
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 its export
performance. The Company's status was upgraded to "3-Star Export House" in
Oct-2023.
DEPOSITORY SYSTEM
As on March 31, 2024, 24,359 Shareholders are holding Shares in Demat
form and 5,32,52,048 shares have been dematerialised, representing 84.44% of the total
Equity Share Capital.
SUBSIDIARY
M/s Esvi International (Engineers &
Exporters) Limited (Esvin) is a wholly owned subsidiary of the Company.
Currently, Esvin holds properties and derives property income. The Company does not have
any material subsidiary as per SEBI (LODR) Regulations. A policy on material subsidiary
has been formulated by the Company and is available on our website www.spbltd.com.
Neither Managing Director nor Chairman of the Company receives any remuneration or
commission from the Subsidiary Company.
ACQUISITION OF ASSETS OF M/s. SERvALAKSHMI PAPER LIMITED (IN
LIQUIDATION) (CORPORATE DEBTOR), ON A GOING CONCERN BASIS
The Company participated and emerged as the sole successful bidder in
the e-auction held on 19.09.2022, for the sale of assets of M/s.Servalakshmi Paper
Limited (In Liquidation) (Corporate Debtor), on a Going Concern basis and the company had
remitted the entire bid value of Rs. 105.0 crores in the month of October 2022.
The e-auction was for sale of assets of M/s.Servalakshmi Paper
Limited (In Liquidation) (Corporate debtor) on a Going Concern basis, without liabilities,
on "As is where is basis", "As is what is basis", "Whatever there
is basis" and "Without any recourse basis", under the provisions of
Insolvency and Bankruptcy Code, 2016 read with Regulation 32(e) of Insolvency and
Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and pursuant to the
directions contained in Order of Hon'ble National Company Law Tribunal, Chennai Bench
("NCLT").
The Hon'ble NCLT, Chennai Bench vide its Order dated May 12, 2023
had approved the application filedby the Liquidator for confirmation of sale of assets of
M/s.Servalakshmi Paper Limited (Corporate Debtor) (In Liquidation) as a Going Concern, in
favour of M/s. Seshasayee Paper and Boards Limited (SPB) and dismissed / disposed of other
appeals against the auction.
Consequent to the order of the Hon'ble
NCLT dated 12.05.2023, the official liquidator of the Corporate Debtor
has Issued Sale Certificate dated 24.05.2023 and has completed the physical handing over
of the possession of land and factory premises located at Kodaganallur Village,
Vaduganpatti Post, I.C.Pettai, Tirunelveli – 627 010 of Servalakshmi Paper Limited
(In Liquidation) on 24.05.2023 to SPB, as per direction in the Order dated 12/05/2023 of
Hon'ble NCLT, Chennai Bench and the company remitting additional Rs. 2.0 crores as
per the directions in the said NCLT order.
Appeals challenging the aforesaid Hon'ble
NCLT's Order have been filed in Hon'ble NCLAT, which are
pending.
MILL DEvELOPMENT PLAN - Iv
The company had originally submitted application with Ministry of
Environment, Forests and Climate Change (MoEF & CC) seeking Environmental Clearances
(EC) for project Mill Development Plan – IV (MDP – IV) in Company's
manufacturing facility in Erode, for increasing the pulp and paper capacities by 40%.
In accordance with the feedback received from Expert Appraisal
Committee (EAC) of MoEF
& CC, the company now proposes to make a fresh application for EC
for expansion up to 20% as Phase-I. Further expansion upto 40% as
Phase-II will be done on successful completion of phase-I since the
company had sought exemption from fresh public consultations.
The final approval for the revised scope, timelines and cost for
various phases of Project Mill Development Plan – IV (MDP-IV) at Unit : Erode, shall
be granted by the Board of Directors, after detailed review of the techno-economic
feasibility report for the project, subject to the Company obtaining the requisite
approvals from concerned authorities for the revised Phase-I expansion by 20%.
CURRENT YEAR (2024-25)
The Company continues to face pricing pressure from increased
availability of Imported Paper at Cheaper Prices and this trend is expected to continue in
FY 2024-25.
Further, the wood prices continue to remain high and the coal prices
have started to increase, thereby affecting the profitability margins.
ENvIRONMENTAL PROTECTION
The Company continues to provide utmost attention to the conservation
and improvement of the environment. In Unit: Erode, the Power Boilers, Lime kiln and
Recovery Boilers are equipped with Electro Static Precipitators, to arrest dust emissions.
The Company operates an Anaerobic Lagoon, for high BOD liquid effluents and a Secondary
Treatment System, for total Mill effluent. These facilities are operating efficiently,
enabling the Company to comply with the Pollution Control norms, on a sustained basis. The
treated effluent water continues to be utilised for irrigating nearby sugar cane fields.
Additional treatment facilities have been proposed for waste water
under the Mill Development Plan.
Unit : Tirunelveli is well equipped with efficient Electro Static
Precipitator for the Power Boiler and has an extensive green cover. Its treated waste
water, after recycling, is used to irrigate the Company owned lands. As part of the
Mill Expansion Plan, the Waste Water Treatment
Plant has been augmented with a Dissolved Air Floatation Cell and
Anaerobic Digester.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS REPORT
The Report on Management's Discussion and Analysis, as required
under clause 2(e) of Regulation 34 read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 covering industry structure and developments,
opportunities and threats, outlook, discussion on financial performance, etc., is
contained in
"Management Discussion and Analysis Report" that forms an
integral part of this Report and annexed as Annexure - I.
CORPORATE GOvERNANCE
Pursuant to Regulation 34 and Schedule V to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Corporate
Governance Report, together with the Certificate from the
Company's Auditors confirming the compliance of conditions on Corporate Governance is
given in Annexure - II.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR)
Regulations], with amendments to Regulation 34 (2) (f) of
LODR Regulations vide Gazette Notification
No. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 introduced new reporting
requirements on ESG parameters called the Business Responsibility and Sustainability
Report (BRSR). Top 1000 companies based on Market Capitalisation as per NSE / BSE as on
March 31 of every Financial Year, are required to have "Business Responsibility
& Sustainability Report" (BRSR) as part of their Boards' Report.
This Regulation is mandatorily applicable to our Company.
The Company has drafted the Business Responsibility and Sustainability
Report for FY 2023-24, in line with the format prescribed by SEBI, which is given
in Annexure - III to the Directors' Report.
DISCLOSURE REQUIREMENTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013
Section 134(3) of the Companies Act, 2013 requires the Board's
Report to include several additional contents and disclosures compared to the earlier law.
Most of them have accordingly been made in the Corporate Governance Report at appropriate
places that forms an integral part of this Report. There are no proceedings pending
against the company under the Insolvency and Bankruptcy Code, 2016. There was no instance
of one time settlement with any Bank or Financial Institution.
THE ANNUAL RETURN
A copy of the annual return for FY 2023-24 will be placed on the
website of the Company (www.spbltd.com) after conclusion of the 64th Annual
General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
While preparing the annual accounts, the Company has adhered to the
following:
Applicable Accounting Standards, referred to in Section 129(1) of the
Companies Act, 2013, have been followed. The Directors have selected such accounting
policies and applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the profit of the Company for the said . period
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.
The Directors have prepared the annual accounts on a "going
concern" basis.
The Directors have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF LOAN, GUARANTEES OR INvESTMENTS
During the year, the Company did not extend any Loan or Guarantee or
provided any security covered under Section 186 of the Companies Act, 2013.
During the year, the Company had purchased 35,095 equity shares of M/s
High Energy Batteries (India) Limited at a total cost of
Rs. 1.96 crores, from Open Market.
The only other investment made by the Company pertains to Rs. 107.0
crores paid by the Company (Rs.105.0 crores in 2022-23 and Rs. 2.0 crores in FY 2023-24)
for acquisition of assets of M/s. Servalakshmi Papers Limited (Corporate Debtor
under Liquidation), as a going concern, which is treated as "Other Non Current
Assets" in the audited balance sheet of the company as at 31.03.2024, since appeals
challenging the
Hon'ble NCLT's Order (approving the e-auction sale in favour
of the Company) have been filed in
Hon'ble NCLAT, which are pending.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
The Corporate Governance Report contains relevant details on the nature
of Related Party Transactions (RPTs) and the policy formulated by the Board on Material
RPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section
188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure - Iv.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of business of the Company during the
year. There are no other material changes and commitments in the business operations of
the Company since the close of the financial year on 31 st March 2024 to the
date of this Report.
CONSERvATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to Conservation of Energy, Technology
Absorption and Foreign
Exchange Earnings and Outgo, as required under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure
- v. CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act, 2013 mandates every company having
minimum threshold limit of net worth, turnover or net profit as prescribed to constitute a
Corporate
Social Responsibility Committee of the Board, formulation of a
Corporate Social Responsibility Policy that shall indicate the activities to be undertaken
by the Company as specified in
Schedule VII to the Companies Act, 2013 and duly approved by the Board,
fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy
from time to time.
Since your Company falls within the minimum threshold limits, the Board
has constituted a CSR Committee and formulated a CSR Policy. The CSR Report, forming part
of this Report, is furnished in Annexure - vI.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197, read with Rule 5 of
the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, is
furnished in
Annexure - vII.
CASH FLOW STATEMENT
As required under Regulation 53 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is attached to the
Balance Sheet.
INDUSTRIAL RELATIONS
Relations between the Management and Employees were cordial throughout
the year under review. The five year wage / salary agreement with labour unions / staff
association expired on March 31, 2024 and the labour unions have submitted their charter
of demands for the renewal of the agreement.
DIRECTORS
During the FY 2023-24, the Board appointed:
1. Mr S. Durgasankar, as an Independent Director on the Board at its
meeting held on 04th November 2023, on the recommendation of the Nomination and
Remuneration
Committee, for a term of fiveconsecutive years effective 04th
November 2023. The shareholders have approved his appointment by way of special resolution
through postal ballot on 13th December, 2023 2. Mrs S. Sheela Balakrishnan, IAS
(Retd) as an Independent Director on the Board at its meeting held on 20th
January, 2024, on the recommendation of the Nomination and
Remuneration Committee, for a term of five consecutive years effective
20th January, 2024.
The shareholders have approved her appointment by way of special
resolution through postal ballot on 6th March, 2024 During the FY 2023-24, the
Board also reappointed: Mr Mohan Verghese Chunkath, IAS (Retd), as an Independent Director
on the Board at its meeting held on 20th January, 2024, on the recommendation
of the Nomination and Remuneration Committee, for the second consecutive term of five
years effective 01st April, 2024. The shareholders have approved his
re-appointment by way of special resolution through postal ballot on 06th March,
2024.
The second term of Independent Directorship of Mr. S. Narayan, IAS
(Retd) and Mr. V. Sridar ended on 31st March, 2024. Your Directors place on
record the valuable services rendered by Mr. S. Narayan and Mr. V. Sridar during
their tenure as Independent Directors of the Company.
All the Independent Directors have given the declaration that they meet
the criteria on independence, as laid down under Section 149(6) of the Companies Act,
2013. The performance evaluation of Independent Directors has been done by the entire
Board of Directors, excluding the Director being evaluated at the Board Meeting held on
March 21, 2024. The Board, on the basis of such performance evaluation determined to
continue the term of appointment of all Independent Directors.
OTHER KEY MANAGERIAL PERSONNAL
Mr. B.S. Raj Kiran, Company Secretary, resigned and vacated the
position of Company Secretary on May 18, 2023. During the interim period from May 18, 2023
to August 14, 2023, Mr. S. Srinivas, CFO, held the role of Compliance
Officer of the Company.
Subsequently, Mr. K. Narayanan has been appointed as the Company
Secretary and
Compliance Officer of the Company, effective from August 14, 2023.
AUDITORS
M/s Suri & Co, Chartered Accountants were appointed as the
statutory auditors of the Company for a period of 5 years from the conclusion of the 63rd
AGM until the conclusion of the 68th AGM of the Company and they continue to be
the Statutory Auditors of the Company. Particulars of Statutory Auditors, Cost Auditors,
Internal Auditors and the Secretarial Auditors have been given in the Corporate Governance
Report that forms an integral part of this report. Secretarial Audit Report, as required
by Section 204(1) of the Companies Act, 2013, is attached in Annexure - vIII.
For the year under review, the reports issued by Statutory and
Secretarial Auditors do not have any qualifications.
ACKNOWLEDGEMENT
The Directors place on record their great appreciation of the tireless
efforts of all the
Executives and Employees of the Company for their commendable
performance in achieving excellent financial results, in a year of great challenges. The
Directors also express their sincere thanks to the Government of India, Government of
Tamilnadu and Commercial Banks, for their understanding, guidance and assistance and
Indentors, Customers, Farmers,
Suppliers and Shareholders, for their excellent support, at all times.
|
On behalf of the Board |
|
N GOPALARATNAM |
| Chennai |
Chairman |
| April 27, 2024 |
DIN: 00001945 |
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