The Board of Directors hereby present T their 65th Annual
Report and the Audited Accounts for the year ended March 31, 2025.
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
|
2024-25 |
2023-24 |
|
(in tonnes) |
(in tonnes) |
Production |
2,46,431 |
2,40,383 |
Sales |
2,39,073 |
2,23,254 |
|
(Rs crores) |
(Rs crores) |
Revenue from |
1754.11 |
1801.56 |
Operations |
|
|
Other Income |
70.15 |
51.48 |
Total Income |
1824.26 |
1853.04 |
Profit before interest,
depreciation, exceptional item and tax |
181.49 |
391.35 |
Finance Cost |
8.43 |
2.14 |
Depreciation |
45.24 |
43.81 |
Profit before tax |
127.82 |
345.40 |
Provision for current tax |
24.38 |
86.30 |
Transfer to / (from) Deferred |
(-) 1.12 |
(-) 0.27 |
Tax |
|
|
Net Profit |
104.56 |
259.37 |
DIvIDEND
The Board of Directors recommend payment of Dividend at Rs 2.50 (Two
Rupees and Fifty Paise) per Equity Share of Rs 2 each, absorbing a sum of Rs 15.77 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 per Ind AS 10, 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, 2025. The same will be
recognised in the year of payment, viz., year ending March 31, 2026.
APPROPRIATIONS
The Board has proposed to transfer
Rs 50 crores to General Reserve.
|
2024-25 |
|
(Rs crores) |
Net profit for the year |
104.56 |
Add: Income from SPB Equity |
|
|
1.42 |
Shares Trust |
|
Add: Surplus brought forward
from the previous year |
559.35 |
Add: Re-measurement of defined
benefit Plans (net of tax) |
1.39 |
|
666.72 |
Less: |
|
Dividend paid during the year |
|
|
31.53 |
(For Financial Year 2023-24) |
|
Transfer to General Reserve |
50.00 |
Balance carried forward |
585.19 |
OPERATIONS
The Company had registered the following landmarks during the FY
2024-25, in-spite of challenging market conditions.
Highest ever annual production at 2,46,431 tonnes.
Highest ever annual Production in Unit
: Erode - 1,70,426 tonnes (Erode unit operating at 103% of the
installed capacity).
2nd highest annual sales at 2,39,073 tonnes (Highest
annual sales - 2,40,649 tonnes in FY 2022-23).
PRODUCTION
(Tonnage)
Unit |
FY |
FY |
Growth |
|
2024-25 |
2023-24 |
(%) |
Erode |
1,70,426 |
1,65,116 |
3.2 % |
Tirunelveli |
76,005 |
75,267 |
1.0 % |
Total |
2,46,431 |
240,383 |
2.5 % |
During FY25, the production at Unit : Erode was 1,70,426 tonnes of
paper, as compared to 1,65,116 tonnes, produced in the previous year, thanks to overall
improved operations. (Capacity Utilisation at 103% in FY25). 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 Project MDP-III, the annual installed
capacity of Paper for Unit : Erode is augmented to 1,65,000 tonnes. 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.
Unit : Erode also produced 26,275 tonnes of Wet Lap Pulp during
FY25. (Previous Year 28,562 tonnes) of which 20,815 tonnes (previous year 25,665 tonne)
were transferred to Unit-II, Tirunelveli to meet the pulp requirement therein.
Unit : Tirunelveli produced 76,005 tonnes of Paper during the FY25,
as compared to 75,267 tonnes, produced in the previous year. (Capacity Utilisation at
84.5% in FY25). Overall Production during the current period was higher in Erode in-spite
of (i) Outages in Recovery and Power Boilers and availability issues in wood affecting
pulp and paper production and (ii) adverse product mix / basis weight mix due to poor
market conditions.
SALES
(Tonnage)
Unit |
FY |
FY |
Growth |
|
2024-25 |
2023-24 |
(%) |
Erode |
1,68,345 |
1,47,987 |
13.8 % |
Tirunelveli |
70,728 |
75,267 |
(-) 6.0 % |
Total |
2,39,073 |
2,23,254 |
7.1 % |
During FY25, company registered an overall sales of 2,39,073 tonnes
of Paper (Previous year : 2,23,254 tonnes).
In addition, as part of its trading activity, the Company sold
during FY25, petroleum products valued at Rs 27.80 crores (Previous Year : Rs 26.47
crores) and Note Books valued at Rs 3.06 crores (Previous Year :
Rs 0.84 crores) and other traded items valued at Rs 1.25 crores
(Previous Year : Nil).
Stock of Finished Goods :
(Tonnage)
|
As on 31.03.2025 |
As on 31.03.2024 |
Growth (%) |
Erode |
16,545 |
15,315 |
8.0 % |
Tirunelveli |
5,277 |
-- |
-- |
Total |
21,822 |
15,315 |
42.5 % |
PROFITABILITY
Revenue from Operations of the Company for FY25 was Rs 1754.11 crores,
as against
Rs 1801.56 crores, in the previous year.
Profit before interest, depreciation, exceptional item and tax (EBIDTA)
was Rs 181.49 crores, for the Company as a whole in FY25, compared to Rs 391.35 crores, in
the previous year.
After absorbing finance costs and depreciation of Rs 8.43 crores and Rs
45.24 crores respectively, the Profit before tax (PBT) was
Rs 127.82 crores in FY25, as compared to
Rs 345.40 crores, in the previous year.
The fall in net profit during FY25 compared to the previous year is
mainly due to: Lower average realisations per tonne of paper in the Domestic Market.
Significant input material for the company.
Impacts from the above were partially negated by higher volumes of
Production and sales, reduction in prices coal, pulp and waste paper.
For the year ended 31st March 2025, current tax liability
works out to Rs 24.38 crores (which is net of reversal of Rs 10.16 crores provisions made
for earlier years but no longer required), as against a liability of Rs 86.30 crores in
the previous year. The Deferred Tax liability amounted to
Rs (-) 1.12 crores for the year ended 31st March 2025, as
against Rs (-) 0.27 crores in the previous year.
As a result, profit after tax for the year ended
March 31, 2025 was Rs 104.56 crores, as compared to Rs 259.37 crores,
in the previous year.
FINANCE
The Company did not have any Project Term Loan (Long Term Borrowing)
outstanding as on 31.03.2025. The Company did not have any instalments of Long Term Loans
and interest thereon, due for payment during the year.
Fund Based Working Capital limits availed in the form of "PCFC
Loans" and outstanding as on 31.03.2025 - Rs 81.86 crores. [Rs 21.0 crores as on
31.03.2024].
MARKET CONDITIONS
The adverse market conditions seen in FY24 for most varieties /
grades of Writing
& Printing (W&P) continued in FY25 and further worsened more
particularly in 2nd half of FY25, amidst global uncertainties, weak
demand and sustained higher inflow of cheaper imported paper into India. The Domestic
Paperincreaseinthecostofwood, market continues to remain weak amidst.
(i) Disrupted supply chains globally due to the tariffs announced by
US.
(ii) Increased availability of Imported Paper from China, Indonesia and
other Asian countries, at Cheaper Prices in the Indian market.
(iii) The overall unfavourable global demand situation resulting in
increased supply situation to the Indian Market, thereby resulting in Demand -Supply
mismatch.
The above factors contributed to significant reduction in the
prices of Paper during the year. Though the company / most paper mills could announce
price increase in Jan'25 and Feb'25, the said could not be implemented in the
market due to aggressive dilution of accumulated paper inventory by few paper mills at
disruptive prices.
The International market for Paper, which remained extremely
buoyant until FY23, had seen severe pricing pressures over last 8-10 quarters. 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.
The company's supplies in to US Market remained strong during FY25; however, this has
been affected in Q-1 of FY26 with steep tariff announcements by US.
OUTLOOK
Domestic market conditions are expected to remain challenging at-least
until the first 2 quarters of the FY26 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 and swift closure of trade agreements
between India and US in resolving the tariff situation. As sweeping tariffs have been
imposed on India's competitors including China, Thailand, Vietnam and Malaysia, their
goods become expensive in the US market and this would lead to diversion of goods into
countries like India after some months. The clear signals for these rises in imports are
likely to manifest from June to July. With fear of possible recession / lower than
expected growth levels in some of the key 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 8-10 quarters and this trend is expected
to continue.
EXPORT PERFORMANCE
(Tonnage)
Unit |
FY |
FY |
Growth |
|
2024-25 |
2023-24 |
(%) |
Erode |
12,242 |
13,076 |
(-) 6.4 % |
Tirunelveli |
16,501 |
16,170 |
2.0 % |
Total |
28,743 |
29,246 |
(-) 1.7 % |
The export volumes represented 11.6% of the production during FY25
(This stood at 12.2 % during FY24).
The overall export sales stood at Rs 243.51 Crs for FY25 vs Rs
216.8 Crs in FY24, thereby registering a growth of 12% in value terms. The total export
proceeds in US $ stood at US $ 28.81 Mn for FY25, compared to US $ 27.29 Mn in previous
year. Export Sales in currencies other than US$ during FY25 - NIL (Sales in Previous year
: NIL).
TREE FARMING ACTIvITY
The Company continues to provide quality Clonal Seedlings of
Eucalyptus, as 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 fourteen 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 20,772 acres of land. (Previous Year :
24,764 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 FY24, the company secured certificate under Standard ISO 50001 :
2018. The company continues to enjoy this certification.
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 are eligible for ESCerts
(Energy Saving
Certificates).
The Company has to its credit 13,946 ESCerts as on March 31, 2025.
ESCerts sold during the FY25 - 1,664 Nos. (Previous Year - 4,946 Nos.).
AWARDS
The Company received the following Awards and recognitions during the
year :
- CII SR EHS Excellence - Silver Award for the year 2023.
- CII EHS Excellence - Special award in Energy / Carbon footprint for
the year 2023.
- National Excellence in Energy Management by CII for the 7th Consecutive
Year.</p>
- National Energy Leader Award by CII - 5th consecutive
year.
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.
DEPOSITORY SYSTEM
As on March 31, 2025, 23,012 Shareholders are holding Shares in Demat
form and 5,34,37,418 shares have been dematerialised, representing 84.73 % of the total
Equity Share Capital.
SUBSIDIARY
M/sEsviInternational(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. dated 24.05.2023 in favour of M/s. 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.
The company had remitted the entire bid value in the month of October
2022, post the confirmation received from the Official Liquidator of the Corporate Debtor.
The e-auction was for sale of assets on "As is where is
basis", "As is what is basis", "Whatever there is basis" and
"Without any recourse basis", of M/s.Servalakshmi Paper Limited (In Liquidation)
(Corporate debtor) on a Going Concern 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 filed by 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
had Issued Sale
Certificate
Seshasayee Paper and Boards Limited and he had 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.
Company is taking steps for revival, refurbishment and recommencement
of operations.
Few appeals challenging Hon'ble NCLT's order have been filed
in Hon'ble NCLAT, which are pending. Appeals have been heard by the Hon'ble
NCLAT, in different dates in Feb / Mar'25 and the orders have been reserved in the
hearing held on March 04, 2025
MILL DEvELOPMENT PLAN - Iv - PHASE - I
The Board of Directors, in their meeting held on 13.09.2024, has
approved undertaking the Project MDP-IV-Phase-1 at Unit : Erode, for enhancement in pulp
and paper capacities, at a total project cost of Rs.405 crores, subject to the approval of
MoEF&CC for increase in pulp and paper capacities in Unit : Erode by 20%.
In the latest EAC (Expert Advisory Committee) of MoEF & CC, the
company has been advised to resubmit the application with few additional information and
the company has done the same. EAC, in its meeting held on 9-May-2025, had considered the
application favourably and forwarded our company's application to the MoEF & CC
for its favourable consideration and approval.
CURRENT YEAR (2025-26)
Company had faced one of the most difficult times in H-II of FY25
mainly due to : A. Continued availability of imported copier and other printing and
writing grades at cheaper prices.
B. Few paper mills aggressively disposing of stocks at cheaper prices -
resulting in challenges in implementing price increases. C. Continued scarcity in wood
availability and price hikes.
D. Weaker Global markets.
The above key factors are expected to continue to influence FY26 also,
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.
The Company is also setting up a Wet ESP in its Erode unit, first of its kind in
Indian Paper Industry, for further improvement in Environmental
compliances.
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 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 reporting requirements on ESG parameters called the Business
Responsibility and Sustainability Report (BRSR). Top 1000 companies, measured based on
average Market Capitalization during the period from 1st July to 31st
December, are required to have "Business Responsibility & Sustainability
Report" (BRSR) as part of their Directors' Report.
This regulation is not mandatorily applicable for the company for FY25,
since the company is placed at 1087th and 1113rd position as per
NSE's data and BSE's date respectively on average market capitalization during
01.07.2024-31.12.2024. However, the company has opted to comply with this regulation on
voluntary basis for FY25 and the Company has accordingly drafted the Business
Sustainability Report for FY25, 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 2024-25 will be placed on the
website of the Company (www.spbltd.com) after conclusion of the 65th 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, 2025
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 1,45,718 equity shares of
M/s High Energy Batteries (India) Limited at a total cost of Rs 7.63 crores, from Open
Market. During the year, the company has also purchased 4,21,102 equity shares of M/s
Ponni Sugars (Erode) Limited at a total cost of Rs 17.76 crores, from Open Market.
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 2025 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
theBoard,fixthe 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,
constituted a CSR Committee of the Board 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
We are deeply saddened to announce the sudden demise of our beloved
Managing Director, Sri.K.S.Kasi Viswanathan in the early hours of March 08, 2025. His end
was peaceful and in his sleep.
Sri Kasi Viswanathan was associated with the organisation for nearly 5
decades. He was inducted into the Board of Directors of the Company in the year 2005 and
was instrumental in providing strategic direction and leadership.
His contributions significantly impacted the governance and operations
of the Company, driving key areas of expansion, modernization, and operational excellence.
He played a pivotal role in overseeing the efficient operations of the
mill and successfully executing numerous growth and development initiatives for the
company. He was largely responsible for acquisition and successful turnaround of Unit-II
(Paper mill acquired from M/s.Subburaj Papers Ltd) and the acquisition of Unit-III
(containing assets acquired under e-auction from M/s.Servalakshmi Paper Limited, Corporate
Debtor in liquidation).
Under his guidance, the Company experienced substantial growth in both
capacity and production efficiency. He had contributed significantly to the growth and
sustainability of the Indian Pulp and Paper Industry, thro' his leadership roles
Indian Pulp and Paper Technical Association (IPPTA) and Indian Paper Manufacturers
Association (IPMA). His leadership and vision were vital to the Company's success,
and his sudden passing represents an irreplaceable loss to the Company and the Pulp and
Paper industry as a whole.
Sri.Kasi Viswanathan was a role model for the entire employee group of
SPB and its associates. His sudden and silent passing away has come as a deep shock
to all his friends and admirers, in addition to his family members. Board of
Directors joins Sri.Kasi Viswanathan's friends, the employees of SPB and the
associate companies in conveying the heartfelt condolences to the bereaved family members.
During the year under review, the Board appointed:
1. Mr.T.C.A Ranganathan and Dr. C. Chandramouli, as Independent
Directors on the Board at its meeting held on 20th July, 2024, on the
recommendation of the Nomination and Remuneration
Committee, for a term of five consecutive years effective 20th July,
2024. The shareholders have approved their appointment by way of special resolutions
through postal ballot on 29th August, 2024.
2. Dr. M. Sai Kumar, IAS, Chairman and Managing Director, The Tamilnadu
Industrial Investment Corporation Limited(TIIC),
Chennai, as Additional Director on the Board at its meeting held on 20th
July, 2024. The shareholders have approved his appointmentasNomineeDirectorbywayofan
Ordinary resolution, through postal ballot on 29th August, 2024.
During the year, the second term of Independent Directorship of Sri A L
Somayaji and Dr. Nandhitha Krishna ended on 28th September, 2024. Your
Directors place on record the valuable services rendered by Sri A L Somayaji and Dr.
Nandhitha Krishna during their tenure as Independent Directors of the Company and their
contribution to the governance and growth of the company.
During the year, TIIC withdrew its nomination of Sri Hans Raj Verma,
IAS as the Nominee Director in our Board, on 20th July, 2024 and he accordingly
vacated the office of Nominee
Director. Your Director place on record the valuable services rendered
by Sri Hans Raj Verma, IAS during his tenure as a Director 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.
The Board of Directors, in their meeting held on 10.05.2025, after due
considerations to the recommendations of the Nomination and Remuneration Committee, had
approved (i) the re-appointment of Sri.Ganesh Balakrishna Bhadti as wholetime director,
designated as Executive Director
(Operations & Projects) for a period of 3 years from 23.07.2025.
(ii) the appointment of Sri.S.Srinivas as Additional Director,
designated as "Director (Finance) & Secretary" and his appointment as a
wholetime director for a period of 3 years from 14.06.2025.
The above appointments / re-appointments as wholetime directors are
subject to the approval of the shareholders of the company in the ensuing 65th AGM.
OTHER KEY MANAGERIAL PERSONNAL
Mr. K Narayanan, Company Secretary, had resigned on 28.11.2024 citing
personal reasons and accordingly vacated the position of
Company Secretary and Compliance Officer on
December 31, 2024.
Subsequently, Mr. S Srinivas has been appointed as the Company
Secretary and
Compliance Officer of the Company, effective from March 22, 2025.
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 |
May 10, 2025 |
DIN: 00001945 |